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2020-06-22 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, June 22, 2020 Special Meeting 5:00 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. ****BY VIRTUAL TELECONFERENCE ONLY*** https://zoom.us/join Meeting ID: 362 027 238 Phone:1(669)900-6833 Pursuant to the provisions of California Governor’s Executive Order N-29-20, issued on March 17, 2020, to prevent the spread of Covid-19, this meeting will be held by virtual teleconference only, with no physical location. The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and Midpen Media Center at https://midpenmedia.org. Members of the public who wish to participate by computer or phone can find the instructions at the end of this agenda. To ensure participation in a particular item, we suggest calling in or connecting online 15 minutes before the item you wish to speak on. 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. 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. Closed Session 5:00-6:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1.CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Rumi Portillo, Molly Stump, Monique LeConge Ziesenhenne, Nick Raisch, Kiely Nose, Gina Roccanova) Employee Organizations: Utilities Management and Professional Association of Palo Alto (UMPAPA); Service Employees International Union, (SEIU) Local 521; Service Employees International Union, (SEIU) Local 521, Hourly Unit; Palo Alto Police Officers Association (PAPOA); Palo Alto Fire Chiefs’ Association (FCA) and Employee REVISED 2 June 22, 2020 Organization: International Association of Fire Fighters (IAFF), Local 1319; Palo Alto Police Manager’s Association (PAPMA) Authority: Government Code Section 54957.6(a) Study Session 6:00-7:00 PM 2.3300 El Camino Real (20PLN-00101): Request for Pre-screening of a Proposal to Rezone the Subject Property From Research Park (RP) to Planned Home Zoning (PHZ) and to Redevelop the Site With a Mixed- use Development That Includes Approximately 52,500 Square Feet (sf) of Office; 4,400 sf of Ground Floor Retail, and 187 Residential Units. Environmental Assessment: Not a Project; any Subsequent Formal Application Would be Subject to the California Environmental Quality Act (CEQA). Zoning District: RP Agenda Changes, Additions and Deletions Oral Communications 7:00-7:15 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 7:15-7:20 PM 3.Approval of Action Minutes for the June 8, 2020 City Council Meeting Consent Calendar 7:20-7:25 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 4.Approval of a Contract Extension With AT&T, CALNET3 State Contract Number C15157655, Extending the Term Through December 31, 2021, for Telecommunications in an Amount Not-to-Exceed $300,000 Annually 5.Approval of Contract Number C20175305A With AECOM in the Amount of $302,073 for Consultant Services to Develop a Sea Level Rise Vulnerability Assessment and Adaptation Plan 6.Adoption of a Resolution and Approval of a Joint Powers Authority Agreement and Memorandum of Understanding to Join the California State Association of Counties Excess Insurance Authority (CSAC-EIA) for Dental/Vision Benefit Plan Claims Administration; and Approval to pay up to $130,000 Annually to PBIA for Claims Administration Services and to Transfer Funds to PBIA Not-to-Exceed $710,000 for the 2020 Plan Year to pay Benefit Claims 7.Adoption of the Fiscal Year 2021 Investment Policy Q & A 4,5,6 Presentation Public Comment Public Comment 3 June 22, 2020 8.Adoption of a Resolution Approving the Amended and Restated Market Purchase Program Agreement With the Northern California Power Agency (NCPA), Authorizing the City Manager or Designee to Authorize NCPA to Purchase and Sell Electricity and Related Products Under the Agreement, and Approving Revisions to the City’s Energy Risk Management Policy 9.Adoption of a Resolution to Approve Amendment Number 2 to the Agreement With the State of California for Maintenance of State Highways in the City of Palo Alto for Capital Improvement Program Project Charleston/Arastradero Corridor Project, PE-13011, and Authorization of the City Manager or Designee to Execute the Amendment 10.Approval of Eight On-call Consulting Contracts Totaling $1.5 Million Over a Four-year Term to Provide Expertise for Long Range Planning Projects, Application Processing, and Environmental Review in the Department of Planning & Development Services, With all Work Subject to Assigned Task Order and Availability of Funds 11.Approval of Three Five-year Professional Service Agreements for Electric Engineering Consulting Services on an As-needed Basis With: 1) AECOM Technical Services, Inc, 2) NV5, Inc, and 3) Soudi Consultants, Inc, for an Annual Collective Total Not-to-Exceed Amount of $1,000,000 per Year, and a Five-year Collective Total Not-to-Exceed Amount of $5,000,000, With all Work Subject to Assigned Task Orders and Availability of Funds 12.Approval and Authorization for the City Manager to Execute Electric Enterprise Fund Contract Number C20177717 With Wire Wrangler, LLC, dba TW Power Line Construction, in an Amount of $1,906,408 for the Caltrain Facility Relocation Project (EL-17007) and Wood Pole Replacement Project (EL-19004); and Authorization to Negotiate and Execute Related Change Orders in the Amount of $190,641 for a Total Not-to-Exceed Amount of $2,097,049 13.Approval of six Contracts for On-call Inspection and Plan Review Services in a Combined Amount Not-to-Exceed $6,000,000 Over a Four-year and Six-month Term Ending December 31, 2024 With: 1) 4Leaf, Inc, 2) TRB+Associates, 3) SAFEbuilt, 4) Shums Coda Associates, 5) Bureau Veritas, and 6) Independent Code Consultants, Inc 14.Adoption of a Resolution Authorizing the City Manager to Apply to the State of California Housing and Community Development Department for the Local Early Action Planning (LEAP) Grant for Housing Production Q & A 10, 11, 12, 13 4 June 22, 2020 Grant Program; Environmental Assessment: Exempt Under the California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) 15.Adoption of a Resolution Adopting the 2019 San Francisco Bay Area Integrated Regional Water Management Plan 16.Approval and Authorization for the City Manager or Designee to Execute Amendment Number 3 to the Memorandum of Understanding (Contract Number S17167654) With the Santa Clara Valley Water District (dba Valley Water) to Increase Funding by $50,000 and Extend the Contract Term for an Additional two Years, for a Revised Total Not-to-Exceed Amount of $305,000 Over the Five and One-half Year Term to Provide Continued Funding and Support Making Water Conservation a way of Life Through Water use Efficiency Services, Rebates, and Incentive Programs 17.Approval and Authorization for the City Manager or Designee to Execute Contract Number C20171908 With Sedaru in a Total Not-to- Exceed Amount of $205,952 to Provide Professional Services for Wastewater Collection System Management Software and Implementation, Including $201,452 for Basic Services and up to $4,500 for Additional Services 18.PUBLIC HEARING: Adoption of a Resolution Setting the Appropriations Limit (GANN Limit) for Fiscal Year 2021 19.Approval of Amendment Number 1 to Contract Number C19175498 With Integrated Design 360 for Development and Support of Sustainability Implementation Plan, Green Building Program, Deconstruction and Source Separation Program, Dewatering Monitoring Program, and Utilities On-call Services for a Term Extension of One-year and Increasing Compensation for Ongoing and Approved Work by $354,230 for a Total Not-to-Exceed Amount of $930,230 20.Approval of a Contract With O'Grady Paving, Inc., in an Amount Not- to-Exceed $2,954,031 for the FY 2020 Streets Resurfacing Project, Capital Improvements Program Projects PE-86070, PE-09003, PO-12001, and PL-12000 21.Adoption of a Resolution Calling a General Municipal Election for Tuesday, November 3, 2020, for Four Council Member Seats 22.Approval of Contract Number C21178189 With A. Teichert & Son Inc, dba Teichert Construction, in the Amount of $13,873,053; Amendment Number 8 With C&S Engineers, Inc., Contract Number Q & A 19, 20 21, 22 MEMO 5 June 22, 2020 C15155208A, for the Airport Apron Reconstruction Phase III Capital Improvements Program Project AP-16000; and Approval of a Budget Amendment in Fiscal Year 2021 in the Airport Enterprise Fund 23.Approval of Seven Five-year Contracts for On-call, as Needed, IT Project Support Services for an Annual Collective Total Not-to-Exceed Amount of $480,000; and a Five-year Collective Total Not-to-Exceed Amount of $2,400,000; and Approval of six On-call, as Needed, SAP Project Support Services, for an Annual Collective Total Not-to-Exceed Amount of $350,000 per Year, and a Five-year Collective Total Not-to- Exceed Amount of $1,750,000, With all Work Subject to Assigned Task Orders and Availability of Funds 24.Approval of an Agreement Between the City of Palo Alto and the Midpeninsula Community Media Center, Inc, for Cablecasting, Production, and Streaming Services From July 1, 2020 Through June 30, 2023, for an Annual Amount of $160,000, With two One-year Options to Extend for a Potential Five-year Total Not-to-Exceed Amount of $800,000 25.QUASI-JUDICIAL. 1700-1730 Embarcadero Road [20APL-00002 and 19PLN-00291]: Appeal of Director’s Approval of a Major Architectural Review to Address the Following Outstanding Issues for a Previously Approved Auto Dealership Project: Color, Landscaping, Parapets, Lighting, Transportation Demand Management Plan, County Airport Land Use Commission Review; and Floor Area Ratio. Environmental Assessment: Addendum to an Initial Study/Mitigated Negative Declaration That was Adopted for the Project on June 24, 2019, Zoning District: CS(D)(AD) 26.Approval of Three Library Contracts With: 1) Baker & Taylor for up to Six-years for a Total Amount Not-to-Exceed $2 Million for the Purchase of Library Materials and Services, 2) Ingram for up to Six-years for a Total Amount Not-to-Exceed $200,000 for Print Materials and Services, and 3) Midwest Tape for up to Six-years for a Total Amount Not-to- Exceed $700,000 for Media and Digital Materials and Services 27.Approval of Amendment Number 1 to Contract Number C18170224 With Global Action for the Earth (the Empowerment Institute) for $45,000 for an Extension of the Community Engagement Block Program (Cool Block) and a new Electrification Initiative With the Cool Blocks and Extension of the Term to December 2021 28.Adoption of a Record of Land Use Action (ROLUA) Approving a Change to the Local Historic Resources Inventory Classification for 235 Hamilton Avenue (Cardinal Hotel) From a Category 3 (Contributing MEMO MEMO Q & A 23, 24, 25 MEMO Public Comment 6 June 22, 2020 Building) to a Category 2 (Major Building) Historic Resource. The Historic Resources Board Recommends Adoption of the ROLUA. Approval of This Historic Designation is Exempt From the California Environmental Quality Act (CEQA) in Accordance With Section 15301 of the CEQA Guidelines 29.Adoption of an Ordinance to Reduce the Number of Human Relations Commission and Public Art Commission Members From Seven to Five 30.SECOND READING: Adoption of an Ordinance Dissolving the Library Advisory Commission by Amending Sections in Chapters 2.08 (Officers and Departments), 2.16 (Boards and Commissions Generally), and 2.24 (Library Advisory Commission) (FIRST READING: June 8, 2020 PASSED 7-0) 30A. Adoption of a Revised Compensation Plan for Management and Professional Employees, Updated Salary Schedules and Side Letters with Public Safety Unions City Manager Comments 7:25-7:35 PM Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:35-8:45 PM 31.PUBLIC HEARING: Adoption of Budget Ordinance for Fiscal Year 2021, Including Adoption of Operating and Capital Budgets and Municipal Fee Schedule; Adoption of an Ordinance Amending Section 2.04.360 of the Palo Alto Municipal Code to Allow Council Members a Salary Waiver Option (FIRST READING: May 26, 2020 PASSED: 7-0); and Review and Accept the June 30, 2019 Actuarial Valuation of the Palo Alto’s Retiree Healthcare Plan and Funding Strategy 8:45-9:00 PM 32.PUBLIC HEARING: Adoption of the Following Five Resolutions: 1) Approving the Fiscal Year (FY) 2021 Electric Utility Financial Plan, Including Proposed Reserve Transfers, and Amending the Electric Utility Reserve Management Practices, 2) Approving the FY 2021 Gas Utility Financial Plan, Including Proposed Transfers, Amending the Gas Utility Reserve Management Practices, and Adopting a Gas Rate Increase by Amending Utility Rate Schedules G-1, G-2, G-3 and G-10, 3) Approving the FY 2021 Water Utility Financial Plan and Amending the Water Utility Reserve Management Practices, 4) Amending Utility Rate Schedule D-1 Increasing the Storm Water Management Fee by 2.5 Percent per Month per Equivalent Residential Unit for FY 2021, and 5) Amending Utility Rate Schedules EDF-1 and EDF-2 to Increase Dark Fiber Rates 2.5 Percent MEMO Public Comment Public Comment Presentation Presentation 7 June 22, 2020 9:00-10:00 PM 33.PUBLIC HEARING / QUASI-JUDICIAL. 488 University Avenue [19PLN- 00038]: Request for a Waiver From Title 18 to Allow Conversion of a Residential use to a Hotel use to Accommodate 100 Guestrooms. In Addition, the Applicant Requests Approval of an Architectural Review and Historic Review Application for Interior and Exterior Renovations to the Hotel President to This Category 2 Historic Building, as Well as a Parking Adjustment to Accommodate the Conversion to a Hotel use. The Project Also Includes a Conditional Use Permit to Allow for Restoration and use of a Historic Rooftop Garden and for the On-site Sale of Alcoholic Beverages. Proposed Revisions Include Structural and Seismic Retrofit of the Existing Structure. Zone District: Downtown Commercial District With Ground Floor and Pedestrian Overlays (CD- C)(GF)(P). Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act (CEQA) Pursuant to Guidelines Sections 15332 (In-fill Development), 15331 (Historical Resource Restoration/Rehabilitation), 15301 (Existing Facilities), and 15302 (Replacement or Reconstruction) 34.Approval of Special Amendments to the Employment Agreements between the City of Palo Alto and Council Appointed Officers Specifically the City Attorney and the City Manager 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. 10:00-10:30 PM MEMO Public Comment MEMO 8 June 22, 2020 Additional Information Schedule of Meetings Schedule of Meetings Informational Report City of Palo Alto Sales Tax Digest Summary for the Third and Fourth (Calendar) Quarters of 2019 (July - December 2019) Status of Project Safety Net's Transition to a Nonprofit Entity Independent Police Auditor’s Second Report - 2018 and Supplemental Report From the City Manager Plan Bay Area 2050 and 6th Cycle Regional Housing Needs Allocation Update Public Letters to Council Set 1 Set 2 Set 3 Set 4 Set 5 Set 6 Set 7 Set 8 Set 9 Set 10 Set 11 Set 12 9 June 22, 2020 Public Comment Instructions Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom-based meeting. Please read the following instructions carefully. A. You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. B. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. C. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. D. When called, please limit your remarks to the time limit allotted. E. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B-E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. https://zoom.us/join Meeting ID: 362 027 238 Phone:1(669)900-6833 City of Palo Alto (ID # 11351) City Council Staff Report Report Type: Study Session Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: 3300 El Camino Real: Prescreening for PHZ Title: 3300 El Camino Real (20PLN-00101): Request for Pre-screening of a Proposal to Rezone the Subject Property From Research Park (RP) to Planned Home Zoning (PHZ) and to Redevelop the Site With a Mixed-use Development That Includes Approximately 52,500 Square Feet (sf) of Office; 4,400 sf of Ground Floor Retail, and 187 Residential Units. Environmental Assessment: Not a Project; any Subsequent Formal Application Would be Subject to the California Environmental Quality Act (CEQA). Zoning District: RP (Research Park) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council conduct a prescreening and provide informal comments regarding the applicant’s request to rezone the subject property from Research Park (RP) to a “Planned Home Zoning (PHZ)”.1 Comments provided during the prescreening process are not binding on the City or the applicant. Background In February 2020, the City Council identified housing as one of three key priorities for the year. A few days later the Council unanimously endorsed using planned home zoning (PHZ) for housing and mixed-use housing projects to help spur housing production. PHZs allow a home builder to share a plan for adding housing, but also includes one or more requests to modify local zoning standards. In exchange for deviation from certain standards, the project must include at least 20% of the housing units as deed restricted for lower income households. Moreover, the number of housing units must offset the number of net new commercial jobs 1 Referred to in this report as "Planned Home Zone" to emphasize the focus on housing as the benefit to the community. Still, PAMC Section 18.38, which outlines the requirement and process for Planned Community (PC) Zoning, remains the underlying code supporting application of this policy. City of Palo Alto Page 2 that are generated by the project. Since Council signaled its interest in using PHZs to stimulate housing, staff has meet with several property owners expressing interest in possible redevelopment, including the subject request for a possible PHZ for the property located at 3300 El Camino Real. In accordance with Palo Alto Municipal Code (PAMC) Section 18.79.030(A), a prescreening review is required for legislative changes, including rezoning, prior to submittal of a formal application. Prescreenings are intended to solicit early feedback on proposed projects and, like all study sessions, cannot result in any formal action. Because this proposal may return to the City Council as a formal application, Councilmembers should refrain from forming firm opinions supporting or opposing the project. Project Description A location map of the proposed site is included in Attachment A. The preliminary schematic drawings included in Attachment C are conceptual, as is appropriate at this stage of project consideration. As shown in these schematic drawings, the applicant is proposing two buildings, including a five-story multi-family residential development with 187 units (approximately 180,000 sf) and a two-story office/retail development (approximately 55,000 sf). The floor area ratio (FAR) would be approximately 1.8 to 1. The office component floor area is consistent to the underlying zoning with contemplated increases being associated with the housing project and limited retail area. Five percent of the space is anticipated as amenity floor area to accommodate a gym or similar space for workers. The buildings would have one-level of shared underground parking. The below-grade parking facilities show 352 spaces to accommodate the residential, office, and retail uses, which is within about 20 spaces of the required parking total for such uses. The height of the commercial building is shown to be 35 feet. The height of the multi-family residential building is 60 feet to the ridge of a sloped roof and some stair and elevator shafts extend to 67 feet. Surrounding Uses Adjacent zoning and uses include RP zoned parcels to the southwest, including the Communications and Power Industries (CPI site), and CS zoned parcels to the north across Hansen Way and El Camino Real. In addition, a mix of commercial and multi-family residential uses are established in the CS and RM-20 zones to the west. While these zones allow a height of up to 40 feet for RP, 50 feet for CS, and 40 feet for RM-20, the surrounding buildings generally range from one to two stories in height. Single-family residential uses are located further south of the site. CPI Site The project site is located adjacent to 607 Hansen Way and in close proximity to 811 Hansen City of Palo Alto Page 3 Way. These two properties consistute the CPI site, which contains Tier 1 and Tier 2 hazardous materials. The CPI site is subject to an amortization agreement to eliminate the use of Tier 2 materials from the property; however, Tier 2 materials are currently located in Building 2 on Parcel 2 (811 Hansen Way) of the property, as shown on the site survey in Sheet 4 of the concept plan. Palo Alto Municipal Code Section 18.20.040(C)(2) prohibits the construction of new residential uses within 300 feet of a building containing Tier 2 hazardous materials. This building is more than 650 feet from the multi-family residential use; therefore, the concept plan complies with this requirement. Some of the buildings located on Parcel 1 (607 Hansen Way) contain Tier 1 Hazardous Materials, which includes common cleaning supplies. There is no restriction on the construction of residential uses within the proximity of sites containing Tier 1 hazardous materials. Low-Density Residential West of the project site is a 55 unit multi-family development that spans a property that has a split zoning designation of RM-20 and CS. There are no single-family residential uses immediately adjacent to the project site; however, these uses are located approximately 200 feet from the southwesternmost corner of the project site. The concept plans include a two- story office building toward the western portion of the site and the taller multi-family building further from the low-density residential uses. Special Setbacks There is a special setback of 50 feet along Hansen Way. The applicant’s plans are conceptual, but generally show a setback of 50 feet. Therefore, an exception to this special setback is not anticipated. As previously noted, the 50 foot landscape buffer in the RP(L) zone at the rear of the property is also proposed to remain. Utilities There is an existing underground electrical transmission cable that runs diagonally through this property, as shown on the site survey in the project plans. In order to construct the residential structure in the location proposed, this transmission cable and associated easement would need to be relocated; it is not yet clear whether relocation is feasible. Further coordination with the City’s Electrical Utilities Division would be necessary as part of any formal application. If the utility line cannot be relocated, modifications to the design would be necessary. Discussion A thorough analysis of the zoning and comprehenive plan compliance would be prepared upon submittal of a formal application, if filed. However, a review of the conceptual plans show that the office compoment of the project would appear to meet objective standards in the zoning code. The requested increases in height, floor area, lot coverage and reduction in parking are City of Palo Alto Page 4 principally associated with the housing project. The PHZ application provides an avenue to home builders and the City Council to consider adjustments in zoning that stimulate more housing units. As previously reported, the City continues to lag in housing units produced compared to the state’s regional housing needs assessment, but also through local objectives set forth in the recently adopted comprehensive plan. The subject prescreening application represents one response to the City Council’s request to home builders to show what it would take to build more housing in Palo Alto. Different owners with different site constraints and expectations on their return on investment may present different respones, but as anticipated by authorizing PHZ applications, modifications to local zoning will be required to generate more housing. In exchange, the City gets more housing, including inclusionary housing while not aggrevating the jobs/housing imbalance. It is staff’s expectation that after several PHZ applications are reviewed and ultimately approved that it may result in clearer direction as to what development standards require adjustment to continue to support more housing and eventually reduce the need for PHZ applications. On June 23, 2020 the City Council will have a discussion to provide further direction to staff on how best to satisfy the 20% inclusionary requirement associated with PHZ applications. The subject applicant is aware of and will be prepared to meet the requirement once further clarity is provided. As part of the June 23rd discussion, staff will also present a recommendation what ratio should be used to assess compliance with the jobs/housing requirement for PHZ projects. At this time, staff is unable to determine for the current proposal if the mix of office floor area and therefore jobs generated is less than the proposed number of housing units. However, staff has discussed this requirement with the applicant who understands the need to meet this requirement. Because of some uncertainty associated with the 20% inclusionary requirement and the jobs/housing factor, which is anticipated to be resolved on June 23rd, and potentially unresolved complications assocaited with the utlity easement on the property, it is anticipated that there may still be some adjustments to the conceptual drawings before formal submittal. Plan refinement to conceptual drawings is typical, but these added issues add further complications. Accordingly, a formal application may differ from the prescreening request and may include more or less requests to deviate from the code. Policy Implications Prescreenings are intended to solicit early feedback on proposed projects and, like all study sessions, cannot result in any formal action. Therefore, informal comments from Councilmembers would not have any policy implications. However, the proposed development is consistent with housing goals and would not generally worsen the job-housing imbalance. City of Palo Alto Page 5 As previously noted, staff has met with several owners and owner representatives regarding other housing projects: some more modest than the subject concept, some containing a larger number of units. While Council’s informal discussion on the subject prescreening does not impart policy, it is anticipated there is great interest among other home builders and property owners to learn of the Council’s initial reaction to the subject request, which may influence the filing of future prescreening requests. Resource Impact No formal action is requested. Comments provided during a prescreening are non-binding and would have no impact on City resources. Staff time processing this prescreening as well as any future application is subject to cost recovery. Timeline Following the prescreening review, the applicant will consider Council’s comments and determine how they want to proceed. Any formal application to rezone the property would be subject to the Planning and Transportation Commission (PTC) and Council’s review. Physical changes to the site are also anticipated to require a recommendation from the Architectural Review Board (ARB) as part of the Architectural Review process. Stakeholder Engagement Two members of the public provided comments on this prescreening application. Comments generally expressed that the massing of the project, particularly the height, is not in proportion with adjacent structures. Both commenters encouraged any formal application to consider multi-modal access, including bicycle amenities and sufficient sidewalk access, and one commenter expressed that he would like any formal application to provide ample vegetation along the street frontages. One commenter also asked about how the project would address the residual underground contamination for this site, which is located within a California-Olive- Emerson Plume. One member of the public also indicated that they believe that one of the adjacent buildings located at 607 Hansen Way may be historic. The City would consider these comments when analyzing the design and in considering the appropriate level of environmental analysis to prepare as part of any formal application. There are no known historic buildings adjacent the proposed project and there is no evidence available to confirm that any buildings located on that site are historic; however, some of the buildings on the CPI site are more than 50-years old. Because these buildings are not planned for removal, these would not be required to be analyzed as part of any formal application for this project.However, the City would consider the scale of proposed building in the context of these existing buildings. Environmental Review City of Palo Alto Page 6 The prescreening is a preliminary review process in which Councilmembers may provide comment, but no formal action will be taken. Therefore, no review under the California Environmental Quality Action (CEQA) is required at this time. A full review in accordance with CEQA would be initiated with the formal filing of a development application. Attachments: Attachment A: Location Map Attachment B: Zoning Comparison Table Attachment C: Project Plans TEL_USES_3200_ECR_PA M C20_08_20 1B 1C 1 A 705.1' 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' 20.8' 60.7' 93.6' 55.0' 113.0' 60.7' 21.0' 28.8' 75.0' 60.0'93.6' 144.3' 58.1' 68.3' 590.8' 182.6' 705.1' 50.0' 55.3' 26.4'58.7' 69.7' 87.8' 90.0' 100.0' 40.0' 100.0' 50.0' 199.7' 29.5' 49.9' 200.0' 50.0' 200.0' 107.5'156.8' 2.0' 126.4' 127.0' 109.3'55.3' 63.7' 6.3' 65.0' 100.8' 90.0' 100.8' 80.0' 15.7' 90.6' 156.8'86.7' 61.8' 109.3' 137.0' 105.0' 50.0' 120.0' 120.0' 35.0' 1 50.0' 105 105.0' 50.0' 105.0' 50 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 87.2' 112.2' 44.1' 15.5' 96.1' 120.0 50.0' 76.2'105.0' 76.4' 51.0' 51.0' 148.7' 200.0' 200.0' 200.0' 200.0' 150.0' 150.0' 99.8' 99.8' 199.7' 250.0' 143.8' 58 7' 69.7' 50.0' 51.6' 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' 70.0' 14.6' 113 62.6'75.0' 28.8' 47.4'524 3225 3239 3255 3295 455 3305 3337 3339 592 572 582 3300 607 550 447 3450 3400 476 3401 3457 452- 460 448 440 4 3375 3345 465 417 415 429 439 460 450 411 425 3398A 3398 400 441 445 3215 3275 3327 3399 475 3333 3201 3460 3470 419 3265 EL CAMINO REAL LA MBERT AVENUE EL CAMINO REAL EL CAMINO REAL T RM-20 CS(H) PF CS CS RP John Boulware Park CPI This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Special Setback Frontages Park abc Building Roof Outline Underlying Lot Line abc Easement abc Lot Dimensions Zone Districts abc Zone District Labels City Jurisdictional Limits: Palo Alto City Boundary Tree Current Features 0' 136' 3300 El Camino Real 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 chodgki, 2020-05-27 16:24:33 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) ATTACHMENT B ZONING COMPARISON TABLE 3300 El Camino Real, 20PLN-00101 Table 1: COMPARISON WITH CHAPTER 18.20 (RP DISTRICT) Regulation Required Under RP Existing Proposed Under PC Minimum Site Area, width and depth 1 acre, 100 feet, and 150 feet 127,801 sf; 2.93 acres 131,317 sf; 3.01 acres (Certificate of Compliance to slightly adjust shared lot line between 607 Hansen Way and 3300 El Camino Real) Minimum Front Yard (2) 20 feet N/A (Surface Parking Lot) 50 feet Rear Yard 20 feet N/A (Surface Parking Lot) 50 feet Interior Side Yard 20 feet N/A (Surface Parking Lot) 10 feet (deviates from RP zone) Street Side Yard 20 feet N/A (Surface Parking Lot) 20 feet Min. yard for site lines abutting or opposite residential districts 20 feet (50 feet required on this site due to (RP)(L) Zoning 50 feet 50 feet Special Setback 50 feet – see Chapter 20.08 & zoning maps Yes (Hansen Way) 50 feet Max. Site Coverage 30% (39,395 sf) N/A (surface parking lot) 46.95% (61,650 sf) (deviates from RP zone) Max. Total Floor Area Ratio 0.4:1 (52,527 sf) N/A (surface parking lot) 1.79:1 (179,890 sf residential; 4,400 sf retail; 48,127 sf office; 2,626 sf amenity space [not included in FAR]) (deviates from RP zone) Max. Building Height(4) (5) 35 ft within 150 ft of a residential zone, 25 ft within 40 ft of a residential zone N/A 35 feet for office/retail; 67 feet for residential building (deviates from RP zone) (4) See subsection 18.20.040(e) below for exceptions to height and floor area limitations in the ROLM and RP zoning districts. (5) Residential zones include R-1, R-2, RE, RMD, RM-15, RM-30, RM-40 and residential Planned Community (PC) zones. Table 2: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking and Loading) for Office, Retail and Multi-family Residential Uses Type Required Existing Proposed Vehicle Parking Office: 1/300 sf of gross floor area for a total of 160 parking spaces* Retail: 1/200 sf of gross floor area for a total of 22 parking spaces Residential: 1 space per one bedroom unit or smaller; 2 per 2 bedroom unit for a total of 187 spaces Total: 369 spaces** N/A (existing surface parking is not associated with any existing use) 352 The applicant may be eligible for parking reductions based on the shared use of the site or proximity to transit. Bicycle Parking Office: 1/3,000 sf (80% long term and 20% short term) = 16 spaces (12 LT, 4 ST) Retail: 1/2,000 sf (80% long term and 20% short term) = 2 spaces (1 LT, 1 ST) Residential: 1/unit = 187 LT Total: 200 LT; 5 ST spaces Not Shown Loading Space Retail: 0-4,999 sf = zero Office: 10,000-99,999 sf = one loading space Total: one (1) loading space Not Shown * On-site employee amenity space is exempted from the parking requirements **assumes all units are one bedroom units or smaller Attachment C Project Plans During Shelter-in-Place, project plans are only available online. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “3300 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=4913&targetid=319 CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 22, 2020 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the June 8, 2020 City Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 06-08-2020 DRAFT Action Minutes (PDF) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES 1 Special Meeting Monday, June 8, 2020 The City Council of the City of Palo Alto met on this date via Virtual Teleconference at 5:03 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka Absent: Closed Session A. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Rumi Portillo, Molly Stump, Monique LeConge Ziesenhenne, Nick Raisch, Kiely Nose, Gina Roccanova) Employee Organizations: Utilities Management and Professional Association of Palo Alto (UMPAPA); Service Employees International Union, (SEIU) Local 521; Service Employees International Union, (SEIU) Local 521, Hourly Unit; Palo Alto Police Officers Association (PAPOA); Palo Alto Fire Chiefs’ Association (FCA) and Employee Organization: International Association of Fire Fighters (IAFF), Local 1319; Palo Alto Police Manager’s Association (PAPMA) Authority: Government Code Section 54957.6(a). MOTION: Council Member Kniss moved, seconded by Council Member Cormack to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:05 P.M. Council returned from Closed Session at 7:01 P.M. Mayor Fine announced no reportable action. Page 2 of 4 City Council Meeting Draft Action Minutes: 06/08/2020 Rail Communications Update 1. Connecting Palo Alto Rail Grade Separation: Receive an Update From the Expanded Community Advisory Panel (XCAP). NO ACTION TAKEN Consent Calendar MOTION: Vice Mayor DuBois moved, seconded by Mayor Fine, third by Council Member Kniss to pull Agenda Item Number 4 to be heard on Tuesday, June 16, 2020. Council Member Tanaka registered a no vote on Agenda Item Number 2. MOTION: Vice Mayor Dubois moved, seconded by Council Member Cormack to approve Agenda Item Numbers 2, 3. 2. Approval of Contract Number C20177976 With Granite Construction Company in the Amount of $2,006,813 for the Palo Alto Various Streets Resurfacing Project (STPL-5100(028)), Capital Improvements Program Street Maintenance Project (PE-86070). 3. Adoption of an Ordinance Dissolving the Library Advisory Commission by Amending Municipal Code Sections in Chapters 2.08 (Officers and Departments), 2.16 (Boards and Commissions Generally), and 2.24 (Library Advisory Commission). 4. Adoption of Amendments to the City of Palo Alto Tobacco Retailer Permit Ordinance (Palo Alto Municipal Code Chapter 4.64) to Further Restrict Electronic Cigarette Products and Flavored Tobacco Products. MOTION PASSED FOR AGENDA ITEM NUMBER 2: 6-1 Tanaka no MOTION PASSED FOR AGENDA ITEM NUMBER 3: 7-0 Council took a break at 8:46 P.M. and returned at 8:56 P.M. Action Items 4A. Resolution 9890 Entitled “Resolution of the Council of the City of Palo Alto Expressing Support of the Black Lives Matter Cause.” Page 3 of 4 City Council Meeting Draft Action Minutes: 06/08/2020 Council took a break at 10:08 P.M. and returned at 10:15 P.M. MOTION: Mayor Fine moved, seconded by Council Member Cormack to adopt a Resolution Expressing Support of the Black Lives Matter Movement. MOTION PASSED: 7-0 MOTION: Mayor Fine moved, seconded by Council Member Cormack to: A. Direct Staff to return with a framework to review, report on, and improve our police policies and practices focused on accountability and eliminating any potential incidents of racism or discrimination; B. Report on possible improvements to police hiring practices; and C. Begin a diversity and inclusion initiative throughout the City AMENDMENT: Council Member Kou moved, seconded by Council Member XX to create a citizen oversight board comprised of three to five community members that would report to the City Council. AMENDMENT WITHDRAWN BY THE MAKER MOTION PASSED: 7-0 5. Adoption of a Resolution 9891 Entitled “Resolution of the Council of the City of Palo Alto Declaring an Intention to Temporarily Suspend the Levy of Assessment Against Businesses Within the Downtown Business Improvement District (BID) for Fiscal Year (FY) 2021 and Setting a Time and Place for a Public Hearing to be Held by the City Council on the Proposed Temporary Suspension;” or Other Direction to Staff Related to the District. MOTION: Council Member DuBois moved, seconded by Council Member Kniss to adopt a Resolution of Intention to Temporarily Suspend the Levy of Assessments in the Palo Alto Downtown Business Improvement District (BID) for Fiscal Year 2021, setting a date and time for the public hearing on the proposal to suspend the levy assessments for June 23, 2020, at 5:00 PM, or thereafter, on the Zoom meeting platform. Page 4 of 4 City Council Meeting Draft Action Minutes: 06/08/2020 MOTION PASSED: 7-0 6. Direct Staff to Continue With the 2020 Sustainability and Climate Action Plan (S/CAP) Update and Evaluate the 2020 S/CAP Proposed Goals and Key Actions THIS ITEM HAS MOVED TO JUNE 16, 2020. 7. Discussion and Direction to Staff Regarding the Establishment of a Pension Funding Policy; and Approval of Amendment Number 1 to Contract Number C15159278 to Increase Compensation by $97,675 for Additional Actuarial Consultant Services for a new Total Not-to- Exceed Amount of $230,000 THIS ITEM HAS MOVED TO JUNE 16, 2020. Study Session 8. Direction on Actions to Facilitate Outdoor Dining and Retail on Streets, Sidewalks and Parking Areas in Response to COVID-19 Emergency. NO ACTION TAKEN Adjournment: The meeting was adjourned at 1:11 A.M. City of Palo Alto (ID # 10163) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Extension of State CALNET3 Contract to December 31, 2021 Title: Approval of a Contract Extension With AT&T, CALNET3 State Contract Number C15157655, Extending the Term Through December 31, 2021, for Telecommunications in an Amount Not-to-Exceed $300,000 Annually From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council approve and authorize the City Manager or designee to enter this State CALNET3 contract for city-wide telecommunication services with AT&T in an amount not to exceed $300,000 annually through December 31, 2021 (Attachment A). Background Council previously approved CMR 5161 to utilize the State of California-negotiated CALNET3 contracts for telecommunications on January 20, 2015 through June 30, 2018 with two optional one-year extensions through June 30, 2020, which the State did exercise, for a total of five years. The State is currently in the process of finalizing Next Generation CALNET contracts that will replace the CALNET3 contracts, but the new ones have not been fully executed. The State has therefore issued amendments to extend the current CALNET3 contracts through December 31, 2021 (Attachment A). Discussion State of California CALNET3 contracts provide robust, reliable, and high availability telecommunications services at special rates. CALNET3 offers awarded contractors a larger customer base than any other qualified government purchasing vehicle in California, which encourages contractors to offer better services at lower pricing and more favorable terms, conditions, and Service Level Agreements (SLAs). Over 2,000 public agencies are currently utilizing these contracts for telecommunications, benefitting from – and contributing to – the buying power and negotiation strength of the State of California. CALNET benefits are as follows: City of Palo Alto Page 2 • Cost effective, reliable services • Competitively bid • Industry standard or better Service Level Agreements • Excellent customer support • No term commitment for standard catalog priced services The majority of services used by the city under the current contract are as follows: • Core Services: These services encompass voice and data services such as business access lines, central office trunks, and T1s. • Long Distance Service for Voice: This includes services such as long-distance voice network services and functionality consisting of inter-state and international calling. Once the Next Generation CALNET contracts are fully executed and made available for use by other public entities, Staff will evaluate the new contracts and return to Council with further information, recommendations, and approval. Resource Impact The annual funding for this contract was budgeted in the Information Technology Fund which was approved in the Fiscal Year 2020 adopted budget. Subsequent years of the contract will be subject to approval through the annual budgeting process. Stakeholder Engagement The CALNET3 contract is a State contract that was competitively bid and allows local governments to leverage the State’s competitive telecommunication rates and savings. Environmental Review Approval of these contracts does not constitute a project under the California Environmental Quality Act (CEQA); therefore, no Environmental Assessment is required. Attachments: • Attachment A: CALNET3 Amendments and Authorization to Order Forms ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) AT&T Corp. and the State of California ("State") have entered into a Contract for CALNET 3 Statewide Contract C3-A-12-10-TS-01, for the following Category/Subcategories and terms. The State may, at its sole option, elect to extend the Contract term for up to the number of additional periods of one (1) year each as indicated below. Category/Subcategory Contract Award Contract End 1 year Optional Extensions 1.1 Dedicated Transport November 15, 2013 0 1.2 MPLS, VPN and Converged VoIP November 15, 2013 0 1.3 Standalone VoIP November 15, 2013 0 1.4 Long Distance Calling November 15, 2013 0 1.5 Toll-Free Calling November 15, 2013 0 1.6 Legacy Telecommunications November 15, 2013 0 Pursuant to the Contract, which is incorporated herein by reference, any public agency, as defined in Government Code section 11541, is allowed to order services and products ("Service(s)") solely as set forth in the Contract. A non-State public Entity (herein "Non-State Entity") shall also be required to complete and submit this Authorization to Order (ATO) under State Contract prior to ordering Service(s). A description of the Service(s), applicable rates and charges and the specific terms and conditions under which the Service(s) will be provided to a Non-State Entity are fully set forth in the Contract. Access to the Contract is available at https://cdt.ca.gov/services/calnet/. (Enter Non-State Entity name) desires to order Service(s), and Contractor agrees to provide such Service(s), as identified in the State of California, Telecommunications Service Request (Form. 20), pursuant to the terms and conditions and rates contained in the Contract. Select One: ☐City ☐ County ☐ Community College ☐K-12 ☐ Public Safety ☐ Health ☐Miscellaneous Sector ☐Federal ☐ Local ☐Miscellaneous Select One: Subsector E-Rate Customers Only complete if applying for E-Rate funding: (Enter Non-State Entity name) Intends to seek Universal Service Funding (E-Rate) for eligible services provided under this ATO. The Service(s) ordered under this ATO shall commence (Enter month, day, and year) (“Service Date”). Upon the Service Date, this ATO supersedes and replaces any applicable servicing arrangements between Contractor and Non-State Entity for the Service(s) being ordered under this ATO. A T & T A T O I F B - A 0 1 / 0 9 / 2 0 1 9 P a g e 1 | 3 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 City of Palo Alto n n ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) This ATO shall become effective upon execution by Non-State Entity, Contractor, and California Department of Technology, Statewide Telecommunications and Network Division (CDT/ STND). No Service(s) shall be ordered by Non-State Entity or provided by Contractor until this ATO has been executed by both parties and approved by CDT/STND. By executing this ATO, Non-State Entity may subscribe to the selected services, and Contractor agrees to provide selected services, in accordance with the terms and conditions of this ATO and the Contract. Upon execution of this ATO by Non-State Entity and Contractor, Contractor shall deliver this ATO to CDT/ STND for review and approval. The State may, at its sole discretion, revoke any applicable previously approved ATO. The CDT/STND will provide Contract management and oversight, and upon request by the Non-State Entity or Contractor, will advocate resolving any Contract service issues. The ATO, and any resulting Form 20, is a Contract between the Non-State Entity and the Contractor. The State will not represent the Non-State Entity in resolution of litigated disputes between the parties. Non-State Entity may terminate this ATO, for specific Service(s) or in total, prior to termination of the Contract, by providing the Contractor with thirty (30) calendar days’ of written notice of cancellation. This ATO shall not exceed the term of the CALNET 3 Contract. Non-State Entity, upon execution of this ATO, certifies that Non-State Entity understands that Contractor and the State may, from time to time and without Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of service Non-State Entity receives from Contractor. Non-State Entity, upon execution of this ATO, certifies that it has reviewed the terms and conditions, including the rates and charges, of the Contract. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that billing invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the State, pursuant to provisions of the Contract. All Service(s) ordered under this ATO will be submitted to the Contractor using the Form 20, signed by the Non-State Entity’s authorized signatory. Any additions or deletions to Service(s) shall likewise be accomplished by submission of a Form 20 to the Contractor, noting changes. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that the Contractor shall provide CALNET 3 Program all data, reports, and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Non-State Entity may, by placing Service orders issued by its duly authorized representative with Contractor, order any of the Service(s) listed in the Contract and selected below. Contractor shall bill Non-State Entity, and Non-State Entity shall pay Contractor according to the terms and conditions and rates set forth in the Contract for such Service(s). A T & T A T O I F B - A 0 1 / 0 9 / 2 0 1 9 P a g e 2 | 3 ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) Whenever any notice or demand is given under this Contract to Contractor or Non-State Entity, the notice shall be in writing and addressed to the following: Select Category/Subcategory: □ □ □ □ □ □ Non-State Entity Name & Address ATTN: Customer Contact & Title Customer Phone Number Customer Email Address Contractor Name & Address AT&T Corp. 2700 Watt Avenue, Room 1213 Sacramento, CA 9 5 8 2 1 Attn: Contract Program Manager Notices delivered by overnight courier service shall be deemed delivered on the day following mailing. Notices mailed by U.S. Mail, postage prepaid, registered, or certified with return receipt requested, shall be deemed delivered five (5) State business days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Category/Subcategory AT&T C3-A-12-10-TS-01 Dedicated Transport Subcategory 1.1 Multi-Protocol Label Switching (MPLS) Subcategory 1.2 Standalone Voice over Internet Protocol (VoIP) Subcategory 1.3 Long Distance Calling Subcategory 1.4 Toll Free Calling Subcategory 1.5 Legacy Telecommunications Subcategory 1.6 IN WITNESS WHEREOF, the parties hereto have caused this ATO to be executed on the date shown below by their respective duly authorized representatives: NON-STATE ENTITY Authorized Signature & Date Printed Name and Title of Person Signing CONTRACTOR Authorized Signature & Date Printed Name and Title of Person Signing Approved By:State of California California Department of Technology, Statewide Telecommunications and Network Division State Authorized Signature & Date Printed Name and Title: A T & T A T O I F B - A 0 1 / 0 9 / 2 0 1 9 P a g e 3 | 3 City of Palo Alto, 250 Hamilton Ave, Palo Alto, CA 94301 Sherrie Wong Sr. Management Analyst 650-617-3152 sherrie.wong@cityofpaloalto.org 4 4 4 4 4 4 Ed Shikada Ed Shikada, City Manager ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) AT&T Corp. and the State of California ("State") have entered into aContract for CALNET 3 Statewide Contract C3-B-12-10-TS-01, for the following Category/Subcategories and terms. The State may, at its sole option, elect to extend the Contract term for up to the number of additional periods of one (1) year each as indicated below. Category/Subcategory 2 Network Based Managed Conferencing 3 Metropolitan Area Network (MAN) Ethernet 4.2 SONET – Point-to Point Connectivity 5 Managed Internet Services 6.1 Hosted IVR/ACD Services 7 Network Based Managed Security Contract Award April 1, 2014 April 1, 2014 April 1, 2014 April 1, 2014 April 1, 2014 April 1, 2014 Pursuant to the Contract, which is incorporated herein by reference, any public agency, as defined in Government Code section 11541, is allowed to order services and products ("Services") solely as set forth in the Contract. A non-State public Entity (herein "Non-State Entity") shall also be required to complete and submit this Authorization to Order (ATO) Under State Contract prior to ordering Services. A description of the Service(s), applicable rates and charges and the specific terms and conditions under which theService(s) will be provided to a Non-State Entity are fully set forth in the Contract. Access to the Contract is available at https://cdt.ca.gov/services/calnet/. (Enter Non-State Entity name) desires to order Service(s), and Contractor agrees to provide such Service(s), as identified in the State of California, Telecommunications Service Request (Form. 20), pursuant to the terms and conditions and rates contained in the Contract. Select One: Select One: Sector Subsector ☐Federal ☐ Local ☐ Miscellaneous ☐City ☐ County ☐ Community College☐K-12 ☐ Public Safety ☐ Health☐Miscellaneous E-Rate Customers Only complete if applying for E-Rate funding: (Enter Non-State Entity name) Intends to seek Universal Service Funding (E-Rate) for eligible services provided under this ATO. The Service(s) ordered under this ATO shall commence (Enter month, day, year) (“Service Date”). Upon the Service Date, this ATO supersedes and replaces any applicable servicing arrangements between Contractor and Non-State Agency for the Service(s) being ordered under this ATO. AT&T ATO IFB-B 01/09/2019 Page 1 | 3 Contract End December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 1 year extensions 0 0 0 0 0 0 0 City of Palo Alto n n ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) This ATO shall become effective upon execution by Non-State Entity, Contractor, and California Department of Technology, Statewide Telecommunications and Network Division (CDT/STND). No Service(s) shall be ordered by Non-State Entity or provided by Contractor until this ATO has beenexecuted by both parties and approved by CDT/STND. By executing this ATO, Non-State Entity may subscribe to the selected services, and Contractor agrees to provide selected services, in accordance with the terms and conditions of this ATO and the Contract. Upon execution of this ATO by Non-State Entity and Contractor, Contractor shall deliver this ATO toCDT/STND for review and approval. The State may, at its sole discretion, revoke any applicablepreviously approved ATO. The CDT/STND will provide Contract management and oversight, and upon request by the Non-State Entity or Contractor, will advocate resolving any Contract service issues. The ATO, and any resulting Form 20, is a Contract between the Non-State Entity and the Contractor. The State will not represent the Non-State Entity in resolution of litigated disputes between the parties. Non-State Entity may terminate this ATO, for specific Service(s) or in total, prior to termination of the Contract, by providing the Contractor with thirty (30) calendar days’ of written notice of cancellation. This ATO shall not exceed the term of the CALNET 3 Contract. Non-State Entity, upon execution of this ATO, certifies that Non-State Entity understands that Contractor and the State may, from time to time and without Non-State Entity’s consent, amend the terms and conditions of the Contract thereby affecting the terms of service Non-State Entity receives from Contractor. Non-State Entity, upon execution of this ATO, certifies that it has reviewed the terms and conditions, including the rates and charges, of the Contract. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that billing invoices for Service(s) subscribed to under the Contract are subject to review and/or audit by the State, pursuant to provisions of the Contract. All Service(s) ordered under this ATO will be submitted to the Contractor using the Form 20, signed by the Non-State Entity’s authorized signatory. Any additions or deletions to Service(s) shall likewise be accomplished by submission of a Form 20 to the Contractor, noting changes. Non-State Entity, upon execution of this ATO, certifies the Non-State Entity understands that the Contractor shall provide CALNET 3 Program all data, reports, and access to trouble tickets for Service(s) subscribed to under the Contract, pursuant to provisions of the Contract. Non-State Entity may, by placing Service orders issued by its duly authorized representative with Contractor, order any of the Service(s) listed in the Contract and selected below. Contractor shall bill Non-State Entity, and Non-State Entity shall pay Contractor according to the terms and conditions and rates set forth in the Contract for such Service(s). AT&T ATO IFB-B 01/09/2019 Page 2 | 3 AT&T Corp. ATTACHMENT 4 – AUTHORIZATION TO ORDER (ATO) Whenever any notice or demand is given under this Contract to Contractor or Non-State Entity, the notice shall be in writing and addressed to the following: Non-State Entity Name & Address ATTN: Customer Contact & Title Customer Phone Number Customer Email Address Contractor Name & Address 2700 Watt Avenue, Room 1213 Sacramento, CA 9 5 8 2 1 Attn: Contract Program Manager Notices delivered by overnight courier service shall be deemed delivered on the day following mailing. Notices mailed by U.S. Mail, postage prepaid, registered or certified with return receipt requested, shall be deemed delivered five (5) State business days after mailing. Notices delivered by any other method shall be deemed given upon receipt. Select Category/Subcategory: Category/Subcategory AT&T C3-B-12-10-TS-01 □ Network Based Web Conferencing Category 2 □ Metropolitan Area Network (MAN) Ethernet Category 3 □ SONET – Point-to-Point Connectivity Subcategory 4.2 □ Managed Internet Services Subcategory 5 □ Hosted IVR/ACD Services Subcategory 6.1 □ Network Based Managed Security Category 7 IN WITNESS WHEREOF, the parties hereto have caused this ATO to be executed on the date shown below by their respective duly authorized representatives: NON-STATE ENTITY CONTRACTOR Authorized Signature & Date Authorized Signature & Date Printed Name and Title of Person Signing Printed Name and Title of Person Signing Approved By: State of California California Department of Technology, Statewide Telecommunications and Network Division State Authorized Signature & Date Printed Name and Title: AT&T ATO IFB-B 01/09/2019 Page 3 | 3 City of Palo Alto, 250 Hamilton Ave, Palo Alto, CA 94301 Sherrie Wong Sr. Management Analyst 650-617-3152 sherrie.wong@cityofpaloalto.org 4 4 4 4 4 4 Ed Shikada Ed Shikada, City Manager STATE OF CALIFORNIA DEPARTMENT OF TECHNOLOGY STATEWIDE TECHNOLOGY PROCUREMENT STANDARD AGREEMENT AMENDMENT TECH 213A (NEW 12/2018) CHECK HERE IF ADDITIONAL PAGES ARE A TTACHED 1 PAGE(S) AGREEMENT NUMBER IFB STPD 12-001-A, C3-A-12-10-TS-01 REGISTRATION NUMBER AMENDMENT NUMBER 13 1. This Agreement is entered into between the Contracting Agency and Contractor named below: CONTRACTING AGENCY NAME California Department of Technology CONTRACTOR NAME AT&T Corporation 2. The term of this Start Date: November 15, 2013 Agreement is: End Date: December 31, 2021 3. The maximum amount of this Agreement after this Amendment is: $0.00 4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein: A. In accordance with PMAC General Provisions-Telecommunications Section 81, Disentanglement (Migration-Out) and the provisions of CALNET 3 IFB STPD 12-001-A Special Terms and Conditions, Section M, Migration-Out, the California Department of Technology exercises its option for an 18-month extension. Amendment 13 for IFB STPD 12-001-A, Category 1, Voice and Data Services and all awarded Subcategories extends the contract expiration by 18-months, to an end date of December 31, 2021. B. Attachment 2, Additional Conditions includes stipulations applicable for the migration-out period. All other terms and conditions remain the same. IN WITNESS THEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR CONTRACTOR NAME (If other than an individual, state whether a corporation, partnership, etc.) AT&T Corporation CONTRACTOR AUTHORIZED SIGNATURE Keith Nagel Keith Nagel (Sep 27, 2019) DATE SIGNED Sep 27, 2019 PRINTED NAME AND TITLE OF PERSON SIGNING Keith Nagel, CALNET Program Manager ADDRESS 2700 Watt Avenue, Rm. 1213A, Sacramento, CA 95821 STATE OF CALIFORNIA CONTRACTING AGENCY NAME California Department of Technology CONTRACTING AGENCY AUTHORIZED SIGNATURE Deborah Chu (Sep 27, 2019) DATE SIGNED Sep 27, 2019 PRINTED NAME AND TITLE OF PERSON SIGNING Deborah Chu, Branch Chief, Statewide Technology Procurement, CDT CONTRACTING AGENCY ADDRESS P.O. Box 1810, MS Y-12, Rancho Cordova, CA 95741-1810 Department of Technology, Statewide Technology Procurement Use Only Tiffany Angulo (Oct 1, 2019) Oct 1, 2019 Tiffany Angulo, Assistant Deputy Director Exempt Per: STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF TECHNOLOGY AGREEMENT NUMBER: C3-A-12-10-TS-01 AT&T Corporation ATTACHMENT 2 – ADDITIONAL CONDITIONS As of July 1, 2020, the CALNET 3 contract C3-A-12-10-TS-01 shall be extended for 18-months to migrate existing customers from CALNET 3 to the next generation of CALNET contracts or other alternative telecommunications contracts in accordance with PMAC General Provisions-Telecommunications Section 81 Disentanglement (Migration-Out) and the referenced Special Terms and Conditions Section M, Migration-Out. During this extension for CALNET 3 migration-out the following stipulations apply: 1. Contractors may not allow new customers to utilize the CALNET 3 contracts after July 1, 2020. 2. Existing customers can utilize CALNET 3 to conduct moves, adds and changes during the migration-out period. 3. All CALNET 3 Authorization To Orders and Individual Price Reductions shall remain in effect until the customer’s migration-out process is complete. 4. For services not being renewed on the next generation of CALNET contracts, the CALNET Program and CALNET 3 Contractors will work with existing customers to ensure all services are migrated off CALNET 3 contracts on or before December 31, 2021. The disentanglement rights and obligations set forth in CALNET 3 shall expire 18 months from July 1, 2020, or until migration has been completed, whichever occurs first. Pursuant to the terms of the CALNET 3 contract Special Terms and Conditions, Section M Migration- Out, the state reserves the right to extend the contract to ensure Contractor completes the migration out process. Page 1 of 1 ATT STD 213A Amd 13 Final Audit Report 2019-10-01 Created: 2019-09-27 By: Lauren Neisen (Lauren.Neisen@state.ca.gov) Status: Signed Transaction ID: CBJCHBCAABAAZeSBbDl0VdSRTpHFK0RR5j2rZuWAW_NE "ATT STD 213A Amd 13" History Document created by Lauren Neisen (Lauren.Neisen@state.ca.gov) 2019-09-27 - 10:46:56 PM GMT- IP address: 134.187.215.113 Document emailed to Keith Nagel (kn7135@att.com) for signature 2019-09-27 - 10:49:08 PM GMT Email viewed by Keith Nagel (kn7135@att.com) 2019-09-27 - 10:53:55 PM GMT- IP address: 144.160.131.228 Document e-signed by Keith Nagel (kn7135@att.com) Signature Date: 2019-09-27 - 10:54:44 PM GMT - Time Source: server- IP address: 144.160.131.228 Document emailed to Deborah Chu (Deborah.Chu@state.ca.gov) for signature 2019-09-27 - 10:54:46 PM GMT Email viewed by Deborah Chu (Deborah.Chu@state.ca.gov) 2019-09-27 - 11:03:32 PM GMT- IP address: 134.187.214.62 Document e-signed by Deborah Chu (Deborah.Chu@state.ca.gov) Signature Date: 2019-09-27 - 11:03:44 PM GMT - Time Source: server- IP address: 134.187.214.62 Document emailed to Tiffany Angulo (tiffany.angulo@state.ca.gov) for signature 2019-09-27 - 11:03:46 PM GMT Email viewed by Tiffany Angulo (tiffany.angulo@state.ca.gov) 2019-10-01 - 8:32:24 PM GMT- IP address: 134.187.214.166 Document e-signed by Tiffany Angulo (tiffany.angulo@state.ca.gov) Signature Date: 2019-10-01 - 8:32:30 PM GMT - Time Source: server- IP address: 134.187.214.166 Signed document emailed to Lauren Neisen (Lauren.Neisen@state.ca.gov), Deborah Chu (Deborah.Chu@state.ca.gov), Tiffany Angulo (tiffany.angulo@state.ca.gov), and Keith Nagel (kn7135@att.com) 2019-10-01 - 8:32:30 PM GMT STATE OF CALIFORNIA DEPARTMENT OF TECHNOLOGY STATEWIDE TECHNOLOGY PROCUREMENT STANDARD AGREEMENT AMENDMENT TECH 213A (NEW 12/2018) ☒ CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED 1 PAGES AGREEMENT NUMBER IFB STPD 12-001-B, C3-B-12-10-TS-01 AMENDMENT NUMBER 12 REGISTRATION NUMBER 1. This Agreement is entered into between the Contracting Agency and Contractor named below: CONTRACTING AGENCY NAME California Department of Technology CONTRACTOR NAME AT&T Corporation 2. The term of this Start Date: April 1, 2014 Agreement is: End Date: December 31, 2021 3. The maximum amount of this Agreement after this Amendment is: $0.00 4. The parties mutually agree to this amendment as follows. All actions noted below are by this reference made a part of the Agreement and incorporated herein: A. In accordance with PMAC General Provisions-Telecommunications Section 81, Disentanglement (Migration-Out) and the provisions of CALNET 3 IFB STPD 12-001-B Special Terms and Conditions, Section M, Migration-Out, the California Department of Technology exercises its option for an 18-month extension. Amendment 12 for IFB STPD 12-001-B, Categories and all awarded Subcategories extends the contract expiration by 18-months, to an end date of December 31, 2021. B. Attachment 3, Additional Conditions includes stipulations applicable for the migration-out period. All other terms and conditions remain the same. IN WITNESS THEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR Department of Technology, Statewide Technology Procurement Use Only CONTRACTOR NAME (If other than an individual, state whether a corporation, partnership, etc.) AT&T Corporation CONTRACTOR AUTHORIZED SIGNATURE Keith Nagel Keith Nagel (Sep 27, 2019) DATE SIGNED Sep 27, 2019 Tiffany Angulo (Oct 1, 2019) Oct 1, 2019 Tiffany Angulo, Assistant Deputy Director Exempt Per: PRINTED NAME AND TITLE OF PERSON SIGNING Keith Nagel, CALNET Program Manager ADDRESS 2700 Watt Avenue, Rm 1213A, Sacramento, CA 95821 STATE OF CALIFORNIA CONTRACTING AGENCY NAME California Department of Technology CONTRACTING AGENCY AUTHORIZED SIGNATURE Deborah Chu (Sep 27, 2019) DATE SIGNED Sep 27, 2019 PRINTED NAME AND TITLE OF PERSON SIGNING Deborah Chu, Branch Chief, Statewide Technology Procurement, CDT CONTRACTING AGENCY ADDRESS P.O. Box 1810, MS Y-12, Rancho Cordova, CA 95741-1810 STATE OF CALIFORNIA CALIFORNIA DEPARTMENT OF TECHNOLOGY AGREEMENT NUMBER: C3-B-12-10-TS-01 AT&T CORPORATION ATTACHMENT 3 – ADDITIONAL CONDITIONS As of July 1, 2020, the CALNET 3 contract C3-B-12-10-TS-01 shall be extended for 18- months to migrate existing customers from CALNET 3 to the next generation of CALNET contracts or other alternative telecommunications contracts in accordance with PMAC General Provisions-Telecommunications Section 81 Disentanglement (Migration- Out) and the referenced Special Terms and Conditions Section M, Migration-Out. During this extension for CALNET 3 migration-out the following stipulations apply: 1. Contractors may not allow new customers to utilize the CALNET 3 contracts after July 1, 2020. 2. Existing customers can utilize CALNET 3 to conduct moves, adds and changes during the migration-out period. 3. All CALNET 3 Authorization To Orders and Individual Price Reductions shall remain in effect until the customer’s migration-out process is complete. 4. For services not being renewed on the next generation of CALNET contracts, the CALNET Program and CALNET 3 Contractors will work with existing customers to ensure all services are migrated off CALNET 3 contracts on or before December 31, 2021. The disentanglement rights and obligations set forth in CALNET 3 shall expire 18 months from July 1, 2020, or until migration has been completed, whichever occurs first. Pursuant to the terms of the CALNET 3 contract Special Terms and Conditions, Section M, Migration-Out, the state reserves the right to extend the contract to ensure Contractor completes the migration out process. Page 1 of 1 Created: 2019-09-27 By: Status: Transaction ID: Lauren Neisen (Lauren.Neisen@state.ca.gov) Signed CBJCHBCAABAANRdlJaljnyXuUvV4BaBqQYaG6tqkE94H AT&T STD 213A Am 12 Final Audit Report 2019-10-01 "AT&T STD 213A Am 12" History Document created by Lauren Neisen (Lauren.Neisen@state.ca.gov) 2019-09-27 - 10:54:47 PM GMT- IP address: 134.187.215.113 Document emailed to Keith Nagel (kn7135@att.com) for signature 2019-09-27 - 10:56:53 PM GMT Email viewed by Keith Nagel (kn7135@att.com) 2019-09-27 - 10:57:19 PM GMT- IP address: 144.160.131.228 Document e-signed by Keith Nagel (kn7135@att.com) Signature Date: 2019-09-27 - 10:57:53 PM GMT - Time Source: server- IP address: 144.160.131.228 Document emailed to Deborah Chu (Deborah.Chu@state.ca.gov) for signature 2019-09-27 - 10:57:54 PM GMT Email viewed by Deborah Chu (Deborah.Chu@state.ca.gov) 2019-09-27 - 11:03:54 PM GMT- IP address: 134.187.214.62 Document e-signed by Deborah Chu (Deborah.Chu@state.ca.gov) Signature Date: 2019-09-27 - 11:04:01 PM GMT - Time Source: server- IP address: 134.187.214.62 Document emailed to Tiffany Angulo (tiffany.angulo@state.ca.gov) for signature 2019-09-27 - 11:04:03 PM GMT Email viewed by Tiffany Angulo (tiffany.angulo@state.ca.gov) 2019-10-01 - 8:32:08 PM GMT- IP address: 134.187.214.166 Document e-signed by Tiffany Angulo (tiffany.angulo@state.ca.gov) Signature Date: 2019-10-01 - 8:32:18 PM GMT - Time Source: server- IP address: 134.187.214.166 Signed document emailed to Deborah Chu (Deborah.Chu@state.ca.gov), Lauren Neisen (Lauren.Neisen@state.ca.gov), Keith Nagel (kn7135@att.com), and Tiffany Angulo (tiffany.angulo@state.ca.gov) 2019-10-01 - 8:32:18 PM GMT City of Palo Alto (ID # 10278) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Council Priority: Climate/Sustainability and Climate Action Plan Summary Title: Contract Approval for Sea Level Rise Consultation Services Title: Approval of Contract Number C20175305A With AECOM in the Amount of $302,073 for Consultant Services to Develop a Sea Level Rise Vulnerability Assessment and Adaptation Plan From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Contract No. C20175305A with AECOM (Attachment A) in an amount not-to- exceed $302,073 for technical assistance to develop a Sea Level Rise Vulnerability Assessment and Sea Level Rise Adaptation Plan over a term of three years. Background In 2017, Council approved a two-year 2018-2020 Sustainability Implementation Plan for the City’s Sustainability and Climate Action Plan (S/CAP). One of the Sustainability Implementation Plan tasks was to develop a Sea Level Rise Adaptation Policy and Plan. Council adopted the Sea Level Rise Adaptation Policy (Policy)in March 2019 (ID# 9576). The Policy guides the development of a detailed Sea Level Rise Adaptation Plan to protect Palo Alto’s infrastructure, neighborhoods, economy, and Baylands habitat.Plan development will be closely coordinated with the 2020 S/CAP update process. The Sea Level Rise Adaptation Plan will also serve as the Sea Level Rise chapter in the updated S/CAP and must include feedback from staff and members of the public including residents, businesses,and nonprofit stakeholders. Discussion On November 26, 2019, the City released a Request for Proposals (RFP) for the Public Works Sea Level Rise Vulnerability Assessment and Adaptation Plan contract. The work to be performed under this contract includes: City of Palo Alto Page 2 1.A vulnerability and risk assessment based on multiple sea level rise height scenarios, tide and 100-year flood scenarios; 2.Identification of sea level rise impacts on groundwater; 3.Development of a Sea Level Rise Adaptation Plan; 4.Community engagement; 5.Meetings and presentations; 6.Development of tools and an education strategy for staff and the public; 7.Research and technical guidance;and 8.Project Management. A vulnerability and risk assessment is the first step in the planning process. This assessment will consider the impacts to facilities, infrastructure,and the Baylands habitat based on multiple sea level rise height scenarios and combined impacts from 100-year floods, high tides and shallow groundwater changes. Next, short-and long-term adaptation strategies will be identified with approximate cost estimates and timeframes to start and complete the suggested tasks in advance of when the adaptation strategy is needed. Options will be considered through a public engagement process led by staff for residents, businesses and,nonprofits, as well as the Parks and Recreation Commission, Planning and Transportation Commission, and Council. Plan elements will align with regional planning efforts and leverage previous work,e.g., the Bay Conservation and Development Commission’s Adapting to Rising Tides project, the Community Services Division Baylands Vulnerability Assessment, the Todd Groundwater Report funded by Valley Water, data from the California State Water Resource Control Board, and California State Ocean Protection Council sea level rise data assumptions. After Council adopts the Sea Level Rise Adaptation Plan,the consultant will help develop supporting tools and education to aid staff in incorporating sea level rise planning into City operations (e.g., a SLR projection zone map versus solely a flood zone map, technical and regulatory guidance for City engineers and public developers, suggested building codes and specifications). Summary of Bid Process Contract duration 3 years Number of vendors notified of RFP via PlanetBids 1,754 Total Days to Respond to Bid 15 Number of Proposals Received 1 Bid Price Range $299,825 An evaluation committee consisting of City staff reviewed the proposals to ensure the firm met the criteria identified in the RFP. The proposals were judged by the: ·Quality of the proposal; ·Quality, performance, and effectiveness of the solution, goods, and/or services to be provided; ·Experience of the contractor; ·Contractor's financial stability; City of Palo Alto Page 3 ·Contractor's ability to perform the contract within the time specified; ·Contractor's prior record of performance with city or others; ·Contractor's ability to provide future maintenance, repairs to parts, and/or services; ·Contractor's compliance with applicable laws, regulations, policies, and guidelines;and ·Cost. Although AECOM submitted the sole proposal, the firm was selected because the proposal was comprehensive and reflected staff’s assessment of the work involved. The company has completed extensive work in the field of sea level rise adaptation, vulnerability assessments, and demonstrated the necessary related expertise. The original proposed not-to-exceed contract amount was $325,000 which included $300,000 for basic services and $25,000 for additional services over a contract term of three years. However, due to City budget impacts from COVID-19, which occurred after the solicitation process, staff negotiated a reduced contract amount. Staff worked with AECOM to reduce the contract amount by $22,927 through scope and expense reductions, resulting in a total contract amount of $302,073. Resource Impacts Funding for this contract is available in the Public Works Wastewater Treatment Fund and Refuse Fund, Utilities Electric Fund,City Manager’s Office -Office of Sustainability, and General Fund Non-Departmental Fiscal Year 2020 operating budgets. Funding for subsequent years of the contract is subject to Council approval of the annual appropriation of funds through the budget process. FY20*FY21*Total * General Fund Office of Sustainability $38,536.50 $38,536.50 General Fund Non-departmental $38,536.50 $38,536.50 PWD Wastewater Treatment Fund $100,000 $50,000 $150,000 PWD Refuse Fund $25,000 $25,000 Utilities Electric Fund $50,000 $50,000 Total $252,073 $50,000 $302,073 This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor.In the event the City finds itself facing an even more challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience.Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. City of Palo Alto Page 4 Policy Implications This recommendation does not represent any change to existing City policies. This project is a deliverable of the S/CAP and supported by the City’s Comprehensive Plan. Stakeholder Engagement The scope of work for this project reflects stakeholder input received during the development of the City’s Sea Level Rise Adaptation Policy. Public input and engagement for Sea Level Rise Plan development will align with overall S/CAP community engagement efforts and will include additional separate public meetings so that more focus can occur on specific Sea Level Rise Plan elements. Environmental Review This consultant contract for technical assistance in preparation of the Sea Level Rise Vulnerability Assessment and Adaptation Plan is not a project under the California Environmental Quality Control Act (CEQA). CEQA review for the Sea Level Rise Adaptation Plan will be conducted as part of the environmental review for the 2020 S/CAP Update, prior to Council action on the 2020 S/CAP Update which will include the Sea Level Rise Adaptation Plan. Attachments: ·Attachment A-C20175305A AECOM 6 3 20 Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20175305A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND AECOM TECHNICAL SERVICES, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22th day of JUNE, 2020, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and AECOM TECHNICAL SERVICES INC., a California corporation, located at 300 South Grand Avenue, 9th Floor, Los Angeles, CA 90071 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to conduct a sea level rise vulnerability assessment and draft a Sea Level Rise Adaptation Plan (“Project”) and desires to engage a consultant to provide technical support as outlined in “Exhibit A”, attached to and made a part of this Agreement, in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. CITY shall furnish to CONSULTANT all applicable information and technical data in CITY’s possession or control reasonably required for the proper performance of the Services. CONSULTANT shall be entitled to reasonably rely without independent verification upon the information and data provided by CITY or obtained from generally accepted sources within the industry, except to the extent such verification by CONSULTANT is expressly included in the Services. Attachment A Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 21, 2023 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Eighty Two Thousand Seventy-three Dollars ($282,073.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Three Hundred Two Thousand Seventy-three Dollars ($302,073.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, Professional Services Rev. April 27, 2018 3 permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to Professional Services Rev. April 27, 2018 4 perform work on this Project are: Silverstrum Climate Associates (SCA) and San Francisco Estuary Institute (SFEI) CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Petra Unger as the Project Director to have supervisory responsibility for the performance, progress, and execution of the Services and Diana Edwards as the project manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Julie Weiss, Public Works Department, Environmental Services Division, 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone:650-329-2117. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use notwithstanding the foregoing, CONSULTANT shall bear no liability or responsibility for deliverables that have been modified post-delivery or used for a purpose other than that for which they were prepared under this Agreement.. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. Professional Services Rev. April 27, 2018 5 [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against demands, claims, or liability, including death or injury to any person, property damage or any other loss, including all costs and expenses including reasonable attorneys’ fees, experts fees, court costs and disbursements (“Claims”) to the extent caused by the negligent performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement including CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in Professional Services Rev. April 27, 2018 6 full force and effect during the term of this Agreement, identical insurance coverage, including CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY as stipulated in Section 14 herein. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services that meet the standard of care set forth in Section 6 and which are of benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration Professional Services Rev. April 27, 2018 7 or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director to: Aecom Technical Services 300 South Grand Avenue 9th Floor Los Angeles, CA 90071 SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 Professional Services Rev. April 27, 2018 8 penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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. Professional Services Rev. April 27, 2018 9 SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT 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 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. CONSULTANT 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. CONSULTANT 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. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. Professional Services Rev. April 27, 2018 10 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. S20175305 SIGNATURE PAGE 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 ____________________________ City Manager or designee APPROVED AS TO FORM: __________________________ City Attorney or designee (Required on Contracts over $25,000) AECOM TECHNICAL SERVICES INC. By: Name: Petra Unger Title: Principal Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall provide technical assistance to develop a Sea Level Rise Vulnerability Assessment and Sea Level Rise Adaptation Plan. Background Palo Alto City Council adopted a Sea Level Rise (SLR) Adaptation Policy in March 2019 (Appendix A). The Policy will guide the development of a vulnerability assessment and detailed SLR Adaptation Plan (Plan) to protect Palo Alto’s infrastructure, neighborhoods, economy, and Baylands habitat. The Plan must be delivered for Council review and approval by December 2020 and will serve as the SLR Implementation Plan chapter of the 2020 Sustainability Climate Action Plan. The City of Palo Alto Public Works–Watershed Protection Division is the lead for Sea Level Rise Plan development. Plan development must include feedback from staff and members of the public, including residents, business community and nonprofit stakeholders. Project milestones are listed below: Sea Level Rise Plan Development Timeline and Milestones Date Milestone 1 Summer 2020 • Consultant contract approved in June 2020 • Begin bi-weekly meeting with Project Manager • Begin work on Task 1 (Vulnerability Assessment and Task 2 (Sea Level Rise Impacts on Groundwater) • Begin work on Task 4 (outline Community Engagement Strategy and Timeline) • Begin outlining Sea Level Rise Plan structure and format (Task 3) 2 Fall 2020 • Complete work on Tasks 1, 2 and 4; • Begin Sea Level Rise Plan Development (Task 3) • Begin work on Community Engagement (Task 4) and Public Meetings (Task 5) 3 Winter 2020 • CEQA review begins (via a separate project that is part of the City’s Sustainability Climate Action Plan) 4 December 2020 • Council update on SLR Vulnerability Assessment and Plan progress (one of several meetings outlined in Task 5, listed here as a key milestone) 5 2021 • Complete Sea Level Rise Plan and begin implementation (Task 3) • Begin work on Task 6 (Tools and Education Strategy for Staff and Public) Current Palo Alto projects that are already underway to prepare for SLR include: 1. A feasibility study for SAFER levee alignment (Strategy to Advance Flood Control, Environmental Protection and Recreation) being undertaken by the San Francisquito Creek Joint Powers Authority (www.sfcjpa.org); Professional Services Rev. April 27, 2018 13 2. Development of a horizontal levee conceptual plan in partnership with San Francisco Estuary Partnership (visit https://www.sfestuary.org/palo-alto-horizontal-levee/ and http://cleanbay.org/files/Publications%20and%20Permits/Reports/palo-alto-concept- design-memo-2018-sept-final-wgraphicxs.pdf for more information) 3. The development of a Green Stormwater Infrastructure Plan by the City of Palo Alto that will reduce runoff to predicted SLR inundation areas (https://www.cityofpaloalto.org/gov/depts/pwd/stormwater/green_stormwater_infrastructure.asp); 4. Recently-completed San Francisquito Creek levee project which is designed for a 100-year flood event, three feet SLR and 2 feet storm surge (http://sfcjpa.org/web/projects/active/s.f.-bay-to-highway-101/); 5. A secondary wastewater effluent outfall pipe at the Regional Water Quality Control Plant so that effluent can still be discharged with three feet of SLR (http://cleanbay.org/regional-water-quality-control-plant/regional-water-quality-control-plant#outfall); 6. A Baylands vulnerability assessment which was completed by Palo Alto’s Community Services Division 2018 Climate Change and Sea Level Rise at the Baylands. Scope of Services Task 1: Vulnerability Assessment CONSULTANT shall complete a SLR vulnerability assessment leveraging work conducted for the City of Palo Alto Community Services Division 2018 Climate Change and Sea Level Rise at the Baylands report. The vulnerability assessment will reference 2018 Ocean Protection Council State of California Sea-Level Rise Guidance estimates and use a planning horizon of SLR at 2100. The report shall include text and supporting graphics to be reviewed by CITY staff and the Community Task Force. Specifically, the vulnerability assessment must: a) Identify hazards and risks to the City of Palo Alto and its Baylands and specific risks to CITY infrastructure likely to be subject to increased flooding or inundation by 2100, including the Regional Water Quality Control Plant, Palo Alto Airport, Municipal Services Center, key utilities and other City facilities. This task should assume future completion of a SAFER alignment to include the horizontal levee project discussed in “Background,” and hazards and risks if no action to protect these areas was completed (e.g., no levee or horizontal levee construction); b) Identify hazards and risks to residential, business and other private property and cost estimates from property or service loss from 12”, 24” 36”, 48”, and 84” of SLR scenarios with a daily high tide and 100-year coastal storm event to understand the potential timing of flood and inundation exposure that may occur prior to the year 2100. This task should assume future completion of a SAFER alignment to include the horizontal levee project discussed in “Background,” and hazards and risks if no action to protect these areas was completed (e.g., no levee or horizontal levee construction); c) Suggest a prioritized list of both critical ecosystem and CITY infrastructure/assets to protect and justifications; d) Identify and prioritize data gaps requiring additional study to inform SLR planning. A suggested implementation timeline must be provided and included in the SLR Plan. Professional Services Rev. April 27, 2018 14 Task 2: Identify SLR impacts on groundwater CONSULTANT shall leverage existing information and data from Todd Groundwater report Groundwater Assessment, and Indirect Potable Reuse Feasibility Evaluation and Implementation Strategy (https://cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=64573.3&BlobID=68051) to further inform how sea level rise (SLR) will impact groundwater in Palo Alto and describe potential combined flooding impacts from groundwater and SLR on CITY infrastructure and surrounding private property. Deliverables include: a) ESRI maps for use by CITY engineers, planners, building officials and utility managers that show: i. current groundwater elevations and depth to groundwater; ii. projected groundwater elevations and depth to groundwater assuming 36” SLR/total water level; iii. projected groundwater elevation changes and depth to groundwater assuming 48” SLR/total water level; iv. combined impacts of SLR flooding and shallow groundwater elevation changes from SLR assuming current Bay edge conditions with both 36” and 48” SLR and total water level; v. combined SLR and groundwater inundation with 36” and 48” SLR/total water level assuming a potential future levee construction which provides 36” SLR protection; vi. two illustrative scenarios depicting how 36” and 48” total water levels could be reached with a combination of factors from SLR, king tides, storm surge, 100-year flood, and potential inundation impacts to public and private property; vii. maps should integrate visually with the Adapting to Rising Tides Flood Explorer map. b) Translate total water level impacts and groundwater changes into practical information which answers: i. Approximate year and/or set of conditions the following locations in Palo Alto could be impacted by changes in groundwater elevation with the assumption that a future levee is constructed which reduces or prevents the compounding hazard of SLR inundation alone (assume current SAFER levee project goal of three feet): a) Palo Alto Airport b) Regional Water Quality Control Plant (depth below and above ground) c) Contaminated plumes d) Pipe infiltration and inflow (sanitary sewer system, stormwater, recycled water) e) 101 and East Bayshore f) Utilities (above and below-ground) g) Palo Alto Golf Course and Baylands Athletic Center ii. Describe how groundwater changes from SLR may impact: a) Well salinization b) Liquefaction Professional Services Rev. April 27, 2018 15 c) Private property in the sea level rise/groundwater inundation zone including basements. Task 3: Sea Level Rise Adaptation Plan Development With input and guidance from CITY staff, CONSULTANT shall: a) develop a SLR Plan format which will identify adaptation pathways and short- and long-term actions triggered by sea level elevation (and anticipated time frame that elevation is predicted) so that the Plan clearly conveys the timeframe to start and complete the suggested task in advance of when the adaptation strategy is needed; b) develop a menu of adaptation pathways and implementation guidance for the Plan. The adaptation options should be prioritized by greatest impact, work well with existing ecological and hydrodynamic processes, include an estimate of future costs based on when the project would need to be constructed, tradeoffs between the different options, and the time frames that are needed based on anticipated SLR heights. The Plan shall include both structural solutions and non-structural solutions broken into short-term goals (1-5 years), mid-term goals (5-20 years), and long-term goals (20 plus years), with key milestones thereafter to prompt City planning. The Plan shall factor in SLR adaptation planning efforts of Valley Water District (Valley Water), and bordering jurisdictions including San Mateo County/East Palo Alto and Mountain View in recognition that decisions made by any agency must be coordinated with adjacent communities; c) provide guidance on managing and enhancing Baylands ecosystem services to mitigate SLR impacts, leveraging the vulnerability assessment information identified in the 2018 Climate Change and Sea Level Rise at the Baylands Report. This guidance should consider regional discussion based on San Francisco Estuary Institute’s Operational Landscape Units which reference physical geographic boundaries and not solely jurisdictional boundaries. Recommendations may be informed by work done by the Stanford Woods Institute for the Environment Natural Capital Project and regional projects that will best inform and harmonize CITY’s efforts with surrounding cities and agencies; d) guidance shall include an analysis of the current state of existing plans across local jurisdictions and lay out a recommended timeline and implementation road map to integrate sea level rise guidance into plans, policies, building codes and operations; Task 4: Community Engagement on SLR Planning With input and guidance from CITY staff, CONSULTANT shall work with CITY staff to develop and help implement a community engagement strategy. The strategy will focus on: a) community engagement needed during the approximately 18-month period to develop the SLR Plan. The strategy shall be designed to educate and inform the community about SLR and adaptation planning in Palo Alto, and solicit feedback from Professional Services Rev. April 27, 2018 16 community-members about the proposed SLR Plan. The strategy shall be designed to elicit feedback about values, goals, and principles for sea level rise preparedness and should elicit input from a diverse population including residents, CITY’s staff, businesses, construction/development representatives, schools and nonprofits. The strategy shall include a combination of online and in-person public engagement which could include the establishment of a SLR Community Task Force, social media tools, electronic newsletters, online surveys, in-person education workshops or community events and collaborative meetings; and, b) subsequent outreach and public education components for the SLR Plan itself. CONSULTANT shall draft a suggested community engagement approach, budget, and milestones at which community engagement should occur to best align, support and inform the Project. Task 5: Meetings and Presentations: CONSULTANT shall assist with meeting preparation and planning, presentation development and support which will include: a) one video conference kick-off meeting (assumes two hours); b) 30-minute bi-weekly teleconference meetings with the CITY’s Project Manager for SLR Plan development during the 18-month period to develop the SLR Plan (meeting agendas, invitations, notes and action items provided by CONSULTANT); c) approximately four public meetings discussed in Task 4; d) two City of Palo Alto Council video conference meetings; e) two Parks and Recreation Commission video conference meetings; f) one Planning and Transportation Commission video conference meeting; g) up to five interdepartmental staff meetings for SLR Plan development (three video conference, two in person; h) up to four meetings for CITY staff training and education discussed in Task 6 (two in- person and two video conference). Task 6: Develop Tools and Education Strategy for Staff and The Public: CONSULTANT shall develop tools and education strategy that will include: a) a SLR primer for staff and developers that includes the latest SLR science and guidance; b) technical and regulatory guidance for CITY engineers and public developers so that projects are designed based on common and accepted SLR assumptions and which prompt design-standard revisions and protect, adapt, retreat responses for threatened areas; e.g, i. mapping tools and resources, including a SLR projection zone map versus solely a flood zone map; ii. a risk assessment process to be used during CIP planning and during purchase of property or site selection; iii. suggested building codes and specifications; iv. a development plan for public and private property anticipated to be impacted by SLR which may include: i. Changing the CITY Zoning Map, where feasible, and amending requirements, restrictions, or Municipal Code to be stricter than State or Federal requirements as necessary to protect areas; Professional Services Rev. April 27, 2018 17 ii. Adding conditions of approval for project design in areas where there is a SLR risk; iii. Establishing geographic areas and/or triggers for requiring consideration of relocation; iv. Developing restrictions or additional criteria; Sub-tasks in this section may be completed concurrent to Plan development pending budget and priorities determined in the first year work plan. Task 7: Research and Technical Guidance CONSULTANT shall provide technical guidance to staff as needed, and leverage and align with regional planning efforts such as the San Francisco Bay Shoreline Adaptation Atlas, California Coastal Commission Guidance documents, San Mateo County, and the cities of Mountain View, Hayward, San Francisco and others. Task 8: Project Management CONSULTANT shall maintain project schedules, processing stakeholder feedback, project communication for scheduling and budget, deliverable tracking and other related tasks. Professional Services Rev. April 27, 2018 18 Appendix A–City of Palo Sea Level Rise Adaptation Policy Approved March 18, 2019 Staff Report is available at https://www.cityofpaloalto.org/civicax/filebank/documents/69695 SEA LEVEL RISE ADAPTATION OVERVIEW The State of California anticipates that relative sea level rise (SLR) projections stemming from greenhouse gas emissions and related climate change pose significant economic, environmental and social risks to communities along the San Francisco Bay Shoreline, including the City of Palo Alto. Research shows that these projections may worsen if greenhouse gas emission trajectories continue unabated.1 Sea level rise in San Francisco Bay is anticipated to range between three feet to more than ten feet by 2100 with rising tides likely thereafter.2 In Palo Alto, many City services and infrastructure that are essential to the City’s public health, safety and economy are located within areas that are predicted to be inundated by Bay water if adaptation measures are not implemented.3 PURPOSE OF POLICY The purpose of this policy is to plan for rising tides that could impact Palo Alto’s neighborhoods, economy and the Baylands habitat, and to ensure consistency and integration with the range of City plans that call for SLR planning such as the City’s 2030 Comprehensive Plan (adopted November 2017), the Sustainability and Climate Action Plan (S/CAP) (November 2016) and related Sustainability Implementation Plans (SIPs), the Local Hazard Mitigation and Adaptation Plan (March 2017), the Baylands Master Plan (2008), Baylands Comprehensive Conservation Plan (in development), and the Urban Forest Master Plan (February 2019), and other key planning documents that are produced. This policy will serve as a blueprint for the development of a Sea Level Rise Adaptation Plan, and is not intended to establish requirements on new development for implementation prior to Plan adoption; however, projects may be encouraged in advance to consider sea level rise as part of the development process. Definitions and terminology relevant to this policy are listed in Appendix 1– Policy Definitions and Related Terminology. POLICY SUMMARY The City recognizes that the best way to avoid long-term impacts from the worst SLR predictions and to minimize adaption response costs is to reduce greenhouse gas (GHG) contributions locally and to support regional, state and national initiatives that reduce GHGs. Palo Alto will lead by example and coordinate on SLR studies and planning efforts with East Palo Alto, Mountain View, and other cities and public agencies, including counties, as well as utilities, and public-private partnerships, as needed. Palo Alto will establish interdepartmental SLR Planning responsibilities into City procedures and planning (see, e.g., Appendix 2–Departmental Responsibilities for Sea Level Rise Planning). Palo Alto will use the Ocean Protection Council (OPC) 2018 Probabilistic SLR Projections published by the State of California (Appendix 3) for proposed development projects, renovations and possible property acquisitions and other City planning unless a more suitable reference is identified and agreed upon by local agencies tasked with 1 Ocean Protection Council. (2018). State of California Sea-Level Rise Guidance 2018 Update. Retrieved from http://www.opc.ca.gov/webmaster/ftp/pdf/agenda_items/20180314/Item3_Exhibit-A_OPC_SLR_Guidance- rd3.pdf. Page 12. 2 Reference 1, page 18. 3 San Francisco Bay Conservation and Development Commission Adapting to Rising Tides Program (2018). Adapting to Rising Tides Bay Shoreline Flood Explorer online tool. Retrieved from https://explorer.adaptingtorisingtides.org/home. Professional Services Rev. April 27, 2018 19 SLR preparedness. City of Palo Alto, business and residential investments in new property, development, and infrastructure should be designed based on OPC SLR projections for the useful life of the asset to avoid flooding or erosion. To that end, the forthcoming Sea Level Rise Adaptation Plan should consider the following best practices: 1. Upgrades to existing property or infrastructure that are considered less-critical (not essential to immediate public health and safety, e.g. trails or playing fields) should consider the impacts of SLR beyond 2050 using the Low Risk Aversion or Medium-high Risk Aversion Projection listed in Table 1; 2. For critical development and infrastructure (e.g., wastewater treatment facility or utilities that are essential to public health and safety), a risk assessment should be completed based on the SLR projections to 2100 and to include the lifetime of the building using the Medium-high or Extreme Risk Aversion Projections; 3. All designs and engineering strategies, where possible and financially feasible, should be adaptable to changing climate predictions. Each new development should be required to develop and maintain an individual “adaptation pathway plan” to prepare for changes in rising sea level, and related groundwater intrusion. In all sea level rise assessments, and where data are available, the City will consider Base Flood Elevations, storm surge, groundwater table changes due to rising sea levels, and wave runup, where appropriate. BACKGROUND Greenhouse gases trap the earth’s heat which warms land and oceans. This causes both thermal expansion of the oceans and Antarctic and Greenland ice melt which together are the primary sources of SLR globally and in San Francisco Bay. SLR threatens the operational integrity of critical services and facilities, e.g., Palo Alto’s electrical, gas, water and wastewater utilities, the Municipal Service Center, the Palo Alto Airport, Highway 101 and surrounding roads. Business districts and residential neighborhoods within the projected SLR area are vulnerable to a rising Bay and potential future FEMA insurance zone requirements. SLR is also likely to affect the elevation and salinity of groundwater close to the Bay. Rising groundwater could have impacts on belowground infrastructure which may be subject to corrosion and buoyancy effects and could contribute to liquefaction. In the case of very low-lying areas, groundwater may result in surface flooding and long- term ponding. Under current SLR predictions, the Palo Alto Baylands may be submerged by mid-century which would eliminate their ability to buffer upstream or Bayside flooding sources, attenuate storm surge or sequester carbon. The encroachment of Bay water may alter or eliminate habitat for endangered species that reside in Palo Alto Baylands and the millions of birds that use the Palo Alto segment of the Pacific Flyway for seasonal migration. The recreational and inspirational services of the Palo Alto shoreline could change if Baylands trails, playing fields and golf course are surrendered to encroachment of San Francisco Bay. The decisions that Palo Alto makes in future years to adapt to rising tides extend beyond the City’s borders. Implications with built features such as levees will impact (help or imperil) adjacent communities and thus require close coordination with surrounding local and regional agencies. PROCEDURES FOR POLICY IMPLEMENTATION 1. The City will: a) conduct a SLR vulnerability assessment, which will: Professional Services Rev. April 27, 2018 20 i. identify critical and less-critical City infrastructure and ecosystem assets to manage risks given predicted SLR scenarios through 2100 and beyond; ii. Identify hazards and determine tolerable risks of the City and community members (risk = hazard x exposure x vulnerability; risk ($/year) = frequency (events/year) x consequences ($/event); iii. include an economic assessment of SLR vulnerability for public and private property and cost estimates for inaction; iv. engage community members in the process. b) develop a multi-year SLR Implementation Plan to coordinate internal and regional SLR planning, project funding and public outreach. The Plan will include a SLR adaptation plan and timeline which will: i. align with the intent and language of the City’s various plans, policies and documents that intersect with SLR Policy and Plan (e.g., the Comprehensive Plan, Sustainability and Climate Action Plan, Local Hazard Mitigation Plan, Baylands Comprehensive Conservation Plan, Baylands Master Plan, Regional Water Quality Control Plant Long Range Facility Plan, Urban Water Management Plan, Recycled Water Strategic Plan, Parks Master Plan, etc.); ii. include a table of prioritized adaptation pathways to manage risks to natural and built assets based on the SLR Vulnerability Assessment. Adaptation pathways provide a menu of recommendations and logically staged phases for adaptation over time based on triggers related to SLR levels. Adaptation pathways factor in cost/benefits, the lengthy time to plan, fund and build response strategies and potential additional benefits of carbon sequestration, GHG reduction, wildlife protection and social equity; iii. include a development plan for public and private property anticipated to be impacted by SLR which may include: a. changing the city zoning map and amending requirements, restrictions, or municipal codes to be stricter than state or federal requirements as necessary and when feasible to reduce risks; b. adding conditions of approval for project permits in areas where there is a SLR or groundwater intrusion risk; c. establishing geographic areas and/or triggers for requiring consideration of relocation; d. developing restrictions or additional criteria; and e. funding identification f. educate and engage community members in the process of SLR planning, including creating a SLR Task Force and meeting with stakeholders (e.g., realtors, property owners, etc.) to educate them about SLR and the options, tradeoffs, and costs, for resilience; iv. address budget and funding considerations for additional or existing staff to perform SLR planning, adaptation and Capital Improvement Projects (CIPs); v. provide guidance on managing and enhancing Baylands, creek and open space ecosystem services to mitigate SLR impacts through carbon sequestration and absorption. Examples of this include the use of horizontal levees, expanding or improving Baylands habitat; this guidance should consider the use of the Baylands Comprehensive Conservation Plan, and the concept of “Operational Landscape Units” developed by San Francisco Estuary Institute Professional Services Rev. April 27, 2018 21 which delineate Bay shoreline ecosystem functions and services within the natural and built environment and not by jurisdictional boundaries, and; vi. include the development of educational materials and technical assistance for staff and developers, including: a. a checklist and primer on SLR, risk and sharing risk, and planning guidance; b. technical and regulatory guidance to City engineers and public developers so that projects are designed based on accepted OPC SLR assumptions and which prompt design-standard revisions, and protect, adapt, retreat responses for threatened areas; c. a risk assessment process to be used during CIP site selection, planning and property purchases; d. a SLR and groundwater projection zone map which also shows the intersection of the FEMA flood zone and associated insurance requirements; 2. Recognize policy limits: This policy does not establish specific requirements for all projects because each site condition is unique, but instead provides expectations for developing guidance and tools to answer key building and infrastructure design and SLR response strategies. This policy also recognizes that not all codes and regulations that govern construction are yet synchronized with OPC SLR predictions, however Palo Alto will incorporate SLR guidance and planning into its own construction and planning process proactively for both public and private structures until regional standards are adopted for use. Professional Services Rev. April 27, 2018 22 Sea Level Rise Policy Appendix 1: Policy Definitions and Related Terminology Adaptation Pathway: “Pathways” in relation to adaptation is an approach designed to schedule adaptation decision-making. It identifies the decisions that need to be taken now and those that may be taken in future. The approach supports strategic, flexible and structured decision-making. The pathways approach allows decision makers to plan for, prioritize and stagger investment in adaptation options. Trigger points and thresholds help them identify when to revisit decisions or actions. Examples of pathways approaches can be translated into visual aids such as “route maps” that support communication and consultation with stakeholders. The adaptation pathway approach has been successfully applied in adaptation planning for infrastructure and water management projects, and broader cross-sector adaptation planning4. Baylands: Lands which are located between the lines of mean high tide and mean low tide (California Coastal Commission Sea Level Rise Policy Guidance). Base Flood Elevation (1% annual chance flood): A flood that has a 1% probability of occurring in any given year. The 100-year floodplain is the extent of the area of a flood that has a 1% chance of occurring or being exceeded in any given year. This is indicated by the Special Flood Hazard Area (SFHA) on FEMA flood maps. Baylands Comprehensive Conservation Plan: A plan currently being prepared by the City of Palo Alto that provides specific programs and projects to achieve the goals and policies of the Baylands Master Plan. Baylands Master Plan: A plan prepared by the City of Palo Alto to provide a framework and guide for actions in the Baylands that seek to preserve the area’s unique natural, recreational and flood-prevention resources. Capital Improvement Program (CIP): The Capital Improvement Program (CIP) includes projects that help maintain or improve City assets, often called infrastructure. To be included in the City of Palo Alto Capital Budget, a project must meet the following criteria: • Must have a minimum cost of $50,000 for each stand-alone unit or combined project. • Must have a useful life of at least five to seven years (the purchase or project will still be functioning and not be obsolete at least five to seven years after implementation). • Must extend the life of an existing asset or provide a new functional use for an existing asset for at least five years. Examples include extensive roof rehabilitations. These improvements are distinguished from ongoing maintenance work that may extend the life of the asset but is done on a routine basis. Climate change: Any long-term change in climate conditions in a place or region, whether due to natural causes or as a result of human activity. Comprehensive Plan: The City of Palo Alto Comprehensive Plan (or Comp Plan) is the primary tool for guiding land use and development in Palo Alto. The Plan fulfills the State requirement that the City adopt a General Plan. The Plan provides a foundation for the City’s development regulations, capital improvements program, and day-to-day decisions. Critical infrastructure: City built assets with a long-projected life span (greater than 50 years) which if compromised by rising tides could potentially have catastrophic results on public health, safety or well-being, e.g., wastewater treatment facilities, stormwater infrastructure, levees or impoundments, bridges along major evacuation routes, airports, seaports, railroads, and major highways, EOC/Fire/Police/Healthcare, schools, homeless shelters, landfills and contaminated sites. Less-critical Infrastructure: City assets that have an expected lifetime of 10-20 years or is replaceable and adaptable, or has limited interdependencies and limited consequences should the system fail or be inundated 4 CoastAdapt. (2019). Retrieved from https://coastadapt.com.au/pathways-approach Professional Services Rev. April 27, 2018 23 by water. Examples include isolated parks, unpaved trails. Design life: The life expectancy of a project as determined during design. As opposed to useful life (see below). Erosion: The wearing away of land by natural forces; on a beach, the carrying away of beach material by wave action, currents, or the wind , the loss of marsh due to the erosion of the marsh edge by waves. Development and other non-natural forces (e.g., water leaking from pipes or scour caused by wave action against a seawall) may create or worse erosion problems (California Coastal Commission Sea Level Rise Policy Guidance). Facilities: All buildings, communications facilities, energy systems, industrial facilities, all transportation networks, water and wastewater systems, and parks. Flood (or Flooding): Refers to normally dry land becoming temporarily covered in water, either periodically (e.g., tidal flooding, king tides) or episodically (e.g., storm surge or tsunami flooding). Greenhouse gases (GHGs): Any gas that absorbs infrared radiation in the atmosphere. Greenhouse gases include, carbon dioxide, methane, nitrous oxide, ozone, chlorofluorocarbons, hydrochlorofluorocarbons, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride. Green Stormwater Infrastructure (GSI): Infrastructure that uses vegetation, soils, and natural processes to manage stormwater runoff and reduce peak flows in flood control channels or creeks. Examples of GSI include landscape-based stormwater “biotreatment” using soil and plants ranging in size from grasses to trees; pervious paving systems (e.g., interlocking concrete pavers, porous asphalt, and pervious concrete); rainwater harvesting systems (e.g., cisterns and rain barrels); and other methods to capture and use stormwater as a resource. Groundwater: The water found below the surface of the land and contained in the pore spaces of saturated geologic media (sand, gravel). Groundwater is either rain water that has seeped through the soil surface and by means of gravity of soil conditions drained from high to lower elevation areas. Groundwater can also come from the bay transferred via bay mud under the existing levees. Groundwater can be source of water found in wells and springs. Hazard: A situation involving danger such as coastal flooding, earthquake rainfall and local flooding. Local Hazard Mitigation Plan: The Federal Disaster Mitigation Act of 2000 (DMA) requires all cities, counties, and special districts to adopt a Local Hazard Mitigation Plan (LHMP) to receive disaster mitigation funding from the Federal Emergency Management Agency (FEMA). Hazard mitigation planning is the process used by state, local and tribal leaders to understand risks from natural hazards and develop long-term strategies to reduce the impacts of disasters on people, property, and the environment. The Palo Alto Local Hazard Mitigation Plan is updated every three years. Mean Sea Level: The average relative sea level over a period, such as a month or a year, long enough to average out transients such as waves and tides. Ocean Protection Council (OPC): The Council was created pursuant to the California Ocean Protection Act (COPA), which was signed into law in 2004 by Governor Arnold Schwarzenegger. The mission of the OPC is to “…ensure that California maintains healthy, resilient, and productive ocean and coastal ecosystems for the benefit of current and future generations. The OPC is committed to basing its decisions and actions on the best available science, and to promoting the use of science among all entities involved in the management of ocean resources.” The OPC published the State of California Sea Level Rise Guidance Document and subsequent updates which provides an estimated range of predicted SLR and subsequent updates. Operational Landscape Units: A delineated area that effectively provides specific ecosystem functions and Professional Services Rev. April 27, 2018 24 services within the natural and built environment. Pacific Flyway: A major north-south flyway for migratory birds in America, extending from Alaska to Patagonia. Every year, migratory birds travel some or all of this distance both in spring and in fall, following food sources, heading to breeding grounds, or travelling to overwintering sites. Protect, adapt, retreat strategies: Responding to SLR generally involves three general concepts: • Protect: Implementing strategies that reduce the risk of SLR impacts to land e.g., levees, horizontal levies, floodwalls, flood gates, and wetlands; • Adapt: Adjusting to natural or human systems in response to actual or expected climatic stimuli or their effects, which minimizes harm or takes advantage of beneficial opportunities. This includes building any new or substantially-improved structures elevated above future flood levels or as structures that can be submerged without sustaining appreciable damage. • Retreat: Surrendering an area partially, seasonally or completely to rising sea level; Regional Water Quality Control Plant (RWQCP): Owned and operated by the Palo Alto, the Plant treats wastewater for the communities of Los Altos, Los Altos Hills, Mountain View, Palo Alto, Stanford University and the East Palo Alto Sanitary District. The mission of the RWQCP is to protect San Francisco Bay by cleaning and treating wastewater before it is discharged. Relative Sea Level: Sea level measured by a tide gauge with respect to the land upon which it is situated. Risk: Often expressed as “hazard x exposure x vulnerability;” in terms of costs per year it can be expressed as “frequency (events/year) x consequences ($/event). SAFER Bay Project Feasibility Report: SAFER (Strategy to Advance Flood protection, Ecosystem and Recreation along San Francisco Bay) has prepared a feasibility report that is in the review and comment phase. Once City staff comments are made and report revised as needed, the report will be available for public review and comment. Sea level: The height of the ocean relative to land; tides, wind, atmospheric pressure changes, heating, cooling, and other factors cause sea level changes. Sea level rise (SLR): Sea level can change, both globally and locally, due to (a) changes in the shape of the ocean basins, (b) changes in the total mass of water and (c) changes in water density. Factors leading to SLR under climate change include both increases in the total mass of water from melting land-based snow and ice, and changes in water density from an increase in ocean water temperatures and salinity changes. Relative SLR occurs where there is a local increase in the level of the ocean relative to the land, which might be due to ocean rise and/or land level subsidence. Storm Surge: A rise above normal water level due to low atmospheric pressure associated with storms and the action of wind stress on the water surface. Sustainability and Climate Action Plan (S/CAP): Palo Alto’s plan to reduce the city and community’s greenhouse gas emissions to meet climate protection goals and also consider broader issues of sustainability, such as sea level rise, land use and biological resources. Sustainability Implementation Plans (SIPS): Specific actions needed to achieve S/CAP goals. Useful life: The period over which a project is expected to be available for use by an entity. This period of time typically exceeds the design life (see above). Professional Services Rev. April 27, 2018 25 Threat and Hazard Identification and Risk Assessment (THIRA): A THIRA helps communities better understand the hazards from natural, technological, and human-caused threats that pose the greatest risk. The Palo Alto THIRA report is updated every two years. Vulnerability: The extent to which a species, habitat, ecosystem, or human system is susceptible to harm from climate change impacts. More specifically, the degree to which a system is exposed to, susceptible to, and unable to cope with, the adverse effects of climate change, including climate variability and extremes. Vulnerability is a function of the character, magnitude, and rate of climate variation to which a system is exposed, as well as of non-climatic characteristics of the system, including its sensitivity, and its coping and adaptive capacity. Vulnerability Assessment: A practice that identifies who and what is exposed and sensitive to change and how able a given system is to cope with extremes and change. It considers the factors that expose and make people or the environment susceptible to harm and access to natural and financial resources available to cope and adapt, including the ability to self-protect, external coping mechanisms, support networks, and so on. Professional Services Rev. April 27, 2018 26 Sea Level Rise Policy Appendix 2–Departmental Responsibilities for Sea Level Rise Planning The following table is a menu of potential actions to be confirmed in the plan for each department. Lead Department Responsibility Administrative Services Department 1. Revise Purchasing Department construction solicitation templates and contract documents to include SLR and sustainability considerations. 2. Prioritize SLR planning and budget equal to other performance indicators for projects within projected SLR areas. City Manager’s Office 1. Implement the Sustainability and Climate Action Plan to reduce greenhouse gas emission contributions. 2. Include SLR update with annual Earth Day and Sustainability Implementation Plan reporting. 3. Consider development of key performance indicators to track if the City is meeting its SLR planning goals. 4. Provide outreach through City Manager Office communication channels about how the City is preparing for sea level rise in coordination with Public Works and Utilities Department outreach. 5. Prioritize SLR projects equal to other Council priorities. Community Services/Open Space Implement the recommendations of the 2019 Palo Alto Baylands Vulnerability Assessment for flood control, access, non-recreational features and facilities, habitats and wildlife where feasible, e.g.: 1. Seek funding to expand and enhance Baylands habitat to leverage wave attenuation, water absorption and other ecosystem services that mitigate SLR. 2. Develop climate-smart planting palettes that are projected to survive under changing climate conditions. Office of Emergency Services Continue to consider sea level rise in community risk assessments, such as Threat and Hazard Identification Risk Assessment and Local Hazard Mitigation Plan, with appropriate risk considerations and weighting. Planning & Community Environment 1. Update zoning code and related requirements, such as design standards for public and private development based on OPC predictions. Public Works–Airport 1. Plan for SLR to reduce risk of impacts to Airport operations. 2. Seek funding opportunities with the Federal Aviation Administration and Caltrans Division of Aeronautics. Public Works– Interdepartmental 1. Coordinate groundwater management in recognition that SLR will push groundwater levels inland and closer to the surface. 2. Explore the interaction between groundwater, Sea Level Rise and Stormwater. Public Works– Engineering 1. Plan, design, identify funding, build and maintain resiliency features in City planning and CIP projects per the City’s Comprehensive Plan, e.g.: a) Manage the preparation of SAFER feasibility report and potential environmental review, funding, public outreach and construction of SAFER levees and related projects to mitigate SLR. b) Seek grants and other funding for design alternatives and structures that mitigate SLR. c) Build design alternatives and structures that mitigate SLR. 2. Manage the implementation of large-scale stormwater infrastructure rehabilitation projects to minimize flooding from upstream sources, e.g.: Professional Services Rev. April 27, 2018 27 a) Construct the high priority projects identified through Storm Drain Master Plan and listed with the Stormwater Management Fee and consider integration of GSI Plan elements. b) Address FEMA regulations (flooding risks) and sea level rise associated with at least 100-year storm events for at least the design life of the structure. c) Manage stormwater rebate program and coordinate with development services, inspect project sites once completed and issue rebates to property owners for installed rainwater capture devices. d) Work with Development Services to help developers of private projects comply with SLR policy and plans and FEMA regulations. e) Implement County Hazard Mitigation Plan (FEMA). f) Implement Green Stormwater Infrastructure Plan requirements. g) Design new infrastructure to be flexible so that it may be incrementally enhanced as sea level rise increases Public Works– Environmental Services 1. Coordinate internal discussions on SLR planning at a frequency that facilitates proactive planning, e.g., quarterly or as needed. 2. Manage SLR risks to allow for ongoing operations of the RWQCP and the sanitary landfill; 3. Seek opportunities and funding to enhance the Baylands ecosystem and build and nature-based features such as horizontal levees. 4. Maintain AB2516 Ocean Protection Council semi-annual report. 5. Conduct Public Outreach on SLR education and planning in coordination with the City Manager’s Office and Utilities. 6. Prepare Policy updates. 7. Lead Green Stormwater Infrastructure planning and implementation. Utilities 1. Execute energy portfolio-related actions in the SIPs Plan for Utilities- related asset protection from flooding, SLR and erosion. 2. Increase climate and SLR messages in ongoing water conservation public awareness campaigns in coordination with the City Manager’s Office and Public Works–Watershed Protection. Professional Services Rev. April 27, 2018 28 Sea Level Rise Policy Appendix 3–Ocean Protection Council 2018 Probabilistic A Sea Level Rise Projections Rising Seas Report, State of California Sea Level Rise Guidance* Low Risk Aversion Likely Range (ft.) 66% Probability Medium-high Risk Aversion (ft.) 0.5% probability 1-in-200 chance Extreme Risk Aversion (ft.) (No probability yet available)** Use for less-critical infrastructure and services e.g., trails, playing fields, golf course that could potentially be surrendered to SLR. Use for critical infrastructure and services e.g., Regional Water Quality Control Plant, Municipal Service Center, Utilities infrastructure 2030 0.5 0.8 1.0 2040 0.8 1.3 1.8 2050 1.1 1.9 2.7 2060 1.5 2.6 3.9 2070 1.9 3.5 5.2 2080 2.4 4.5 6.6 2090 2.9 5.6 8.3 2100 3.4 6.9 10.2 SLR rates in this table show the upper-range predictions for how SLR may increase in future years and the SLR rate assumptions that should be used for different facilities and development. Probabilistic projections in the first two columns are with respect to a baseline of the year 2000, or more specifically the average relative sea level over 1991 - 2009. These numbers do not include impacts of El Niño, storms or other acute additions to sea-level rise.5 The time period referenced should be based on the useful life of the structure. The low and medium-risk projections listed in this table may underestimate the likelihood of extreme sea-level rise, particularly under high greenhouse gas emissions scenarios which as the writing of this policy are projected to continue to increase. Not all infrastructure and development need to be designed to withstand the most extreme SLR predictions. This table suggests the types of facilities that could be designed to withstand the low, medium or extreme risk scenarios. Buildings for which there is an extreme risk aversion (e.g. wastewater treatment facilities) require more extensive and thus more costly designs and retrofits. *The relative SLR heights above as it relates to Palo Alto’s shoreline can be viewed at Adapting to Rising Tides Bay Shoreline Flood Explorer online tool at https://explorer.adaptingtorisingtides.org/home. ** OPC guidance also includes an Extreme Risk Aversion scenario (aka H++ Scenario (Sweet et al 2017 Single scenario)). The probability of this scenario is currently unknown, but its consideration is important, particularly for high stakes, long-term decisions for critical infrastructure and given the uncertainties of projected GHG emissions discussed above. 5 Ocean Protection Council. (2018). State of California Sea-Level Rise Guidance 2018 Update. Retrieved from http://www.opc.ca.gov/webmaster/ftp/pdf/agenda_items/20180314/Item3_Exhibit-A_OPC_SLR_Guidance- rd3.pdf. Page 18. Professional Services Rev. April 27, 2018 29 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Milestones Completion No. of Days From NTP 1. Sea Level Rise Vulnerability Assessment 120 days 2. Groundwater Vulnerability Assessment 120 days 3. First draft Sea Level Rise Adaptation Plan 365 days 4. Community Engagement Strategy 60 days 5. Meetings and Presentations As mutually agreed to throughout project. 6. Education Strategy and Tool Development As mutually agreed to throughout project. 7. Research and Technical Guidance As needed. 8. Project Management As needed. Professional Services Rev. April 27, 2018 30 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $55,672 (Sea Level Rise Vulnerability Assessment) Task 2 $48,896 (Groundwater Vulnerability Assessment) Task 3 $78,019 (Sea Level Rise Plan Development) Task 4 $10,012 (Community Engagement) Task 5 $24,612 (Meeting and Presentations) Task 6 $28,364 (Education and Tool Development) Task 7 $10,712 (Research and Technical Guidance) Task 8 $25,146 (Project Management) Sub-total Basic Services $281,433 Professional Services Rev. April 27, 2018 31 Reimbursable Expenses $640.00 Total Basic Services and Reimbursable expenses $282,073.00 Additional Services (Not to Exceed) $20,000.00 Maximum Total Compensation $302,073.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: messenger services, record searches, travel within the Bay Area, printing, project-specific supplies (cost as charged to AECOM). A. Travel within the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. Travel includes: rental car costs as charged to AECOM or personal vehicle mileage at current federal rate 57.5 cents, parking, and bridge toll fees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $200.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: Professional Services Rev. April 27, 2018 1 EXHIBIT “C-1” HOURLY RATE SCHEDULE Professional Services Rev. April 27, 2018 1 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE INCLUDED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, including AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE Professional Services Rev. April 27, 2018 2 THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP City of Palo Alto (ID # 11026) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Resolution to Join CSAC Excess Insurance Authority Title: Adoption of a Resolution and Approval of a Joint Powers Authority Agreement and Memorandum of Understanding to Join the California State Association of Counties Excess Insurance Authority (CSAC-EIA) for Dental/Vision Benefit Plan Claims Administration, and Approval to pay up to $130,000 Annually to PBIA for Claims Administration Services and to Transfer Funds to PBIA Not-to-Exceed $710,000 for the 2020 Plan Year to pay Benefit Claims From: City Manager Lead Department: Human Resources Recommendation Staff recommends that Council take the following actions to become a member of the CSAC-EIA Joint Powers Authority, for the purpose of administering employee dental and vision plans for the plan year beginning January 1, 2020: 1. Adopt a Resolution (Attachment A) to Join and Become a Member of the California State Association of Counties Excess Insurance Authority (CSAC-EIA or the “Authority”) and Delegate Authority to the City Manager to Act on Matters Related to the Authority; 2. Approve and Authorize the City Manager to Execute the Joint Powers Agreement Creating the CSAC Excess Insurance Authority as last amended on February 28, 2006 (Exhibit 1 to Attachment A); 3. Approve and Authorize the City Manager to Execute the Memorandum of Understanding for the Dental Program as last amended April 9, 2019 (Exhibit 2 to Attachment A); 4. Authorize payment of up to $130,000 per year in administrative fees to Preferred Benefits Insurance Administration (PBIA) as the City’s share to serve as a third-party claims administrator for the Authority and its member agencies, to process dental and vision claims; and 5. Authorize the transfer of funds to PBIA for the purpose of paying employee dental and vision insurance claims and administration costs, for a total not-to-exceed amount of $710,000 for the remainder of the 2020 plan year. Background The City of Palo Alto is self-insured for dental and vision services for City employees. This means that the City directly enrolls with Delta Dental (Delta) and Vision Service Plan (VSP) for access to a dental and City of Palo Alto Page 2 vision network that offers employees reduced rates when using Delta and VSP service providers1. When an employee or covered family member uses dental or vision services, the health care provider submits a claim to an administrator for processing, and the City is then billed according to the fee schedule. The City then transfers money to the administrator to pay the claim. The City also pays a monthly fee for the claim management provided by the administrator. Discussion Currently, the City pays an administrative fee to Delta and VSP to process dental and vision claim payments on behalf of the City. After a thorough evaluation of the market with the assistance of the City’s benefits broker, City staff are recommending a change in the third-party administrator. Staff are recommending the City join CSAC-EIA, a Joint Powers Authority (JPA) that is a consortium of 55 counties and over 80 cities in California combining efforts that result in lower costs for administration of employee benefits. The Joint Powers Authority (CSAC-EIA) selects a third-party administrator to process dental and vision claims for member agencies. The current third-party administrator is Preferred Benefits Insurance Administrator (PBIA) under a contract between CSAC-EIA and PBIA (Attachment B). Through the City’s agreement with CSAC-EIA Joint Powers Authority, the City’s claims will be processed and paid by PBIA. In addition to administering vision and dental claims, PBIA will also provide the City with numerous reports to track the usage of dental and vision services, with an objective to identify ways to improve claim management for the City and employees. The City will continue to exercise due diligence by completing a Request for Proposals for dental and vision plans before the end of the current calendar year, as the current contracts with Delta and VSP will expire 12/31/2020. City staff will request a decrease in dental and vision plan rates explaining the impact to City’s revenues due to COVID-19 pandemic, in attempt to negotiate the best pricing possible. Resource Impact Dental and vision claims and the cost to administer those claims are currently budgeted in the General Benefits Fund for FY20 and FY21. The change described in this memo to join CSAC-EIA is cost-neutral and does not result in additional costs; however due to shelter-in-place orders, claims costs are anticipated to be lower this calendar year. The purpose of this change is to improve customer service to employees and to provide City management with improved reports and data to better understand utilization of the City’s dental and vision plans. Upon approval to join CSAC-EIA Joint Powers Authority, the City’s dental and vision claims will be administered by PBIA, which serves as CSAC-EIA’s third-party administrator. The City will transfer funds for dental and vision claims on a monthly basis for PBIA to pay the claims on behalf of the City. Claims paid by PBIA on behalf of the City are expected to be approximately $580,000 for the remainder of the 2020 plan year. Administrative fees charged by PBIA are expected to cost approximately $130,000 per year, based upon the number of employees and number of claims processed. Staff researched several years of claims and administration fees and found the cost of claims are stable and administration costs do not vary widely. 1 Employees may also utilize dental and vision services outside of Delta and VSP networks, but employees may experience higher costs for those non-network services. City of Palo Alto Page 3 Attachments: • Attachment A: Resolution - Delegation of Authority • Attachment B: Contract Between CSAC-EIA and PBIA *NOT YET APPROVED* 1 2020052801 Resolution No. ________ Resolution of the Council of the City of Palo Alto To Join CSAC Excess Insurance Authority R E C I T A L S A. Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to the contracting parties; and B. The City of Palo Alto desires to join together with the members of the CSAC Excess Insurance Authority (Authority) for the purpose of jointly funding and/or establishing excess and other insurance programs as determined; and C. The Authority has determined that it is necessary for each member of the Authority to delegate to a person(s) or position(s) authority to act on the member’s behalf in matters relating to the member and the Authority; The Council of the City of Palo Alto does hereby RESOLVE, as follows: SECTION 1. The City Council of the City of Palo Alto that said City Council does hereby approve the City of Palo Alto becoming a member of the CSAC Excess Insurance Authority for the purpose of administering employee dental and vision plans for plan year beginning January 1, 2020, approves and authorizes execution of the CSAC Excess Insurance Authority Joint Powers Agreement as last amended February 28, 2006 (attached hereto as Exhibit 1), approves and authorizes execution of the Memorandum of Understanding for the Dental Program as last amended April 9, 2019 (attached hereto as Exhibit 2), and except as to actions that must be approved by the City Council, the City Manager is hereby appointed to act in all matters relating to the member and the Authority. // // // // // // *NOT YET APPROVED* 2 2020052801 Section 2. By the City Council that the City Manager is authorized to transfer to the Authority’s third party claims administrator (currently Preferred Benefit Insurance Administrators, also known as “PBIA”) funds sufficient to pay for claims administration services for dental and vision benefits for the City, subject to appropriations by Council. PASSED AND ADOPTED by the City Council this ____ day of _______, 2020 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Assistant City Attorney City Manager _____________________________ Director of Human Relations Page 1 of 25 Adopted: October 5, 1979 Amended: May 12, 1980 Amended: January 23, 1987 Amended: October 7, 1988 Amended: March 1993 Amended: November 18, 1996 Amended: October 4, 2005 Amended: February 28, 2006 JOINT POWERS AGREEMENT CREATING THE CSAC EXCESS INSURANCE AUTHORITY This Agreement is executed in the State of California by and among those counties and public entities organized and existing under the Constitution of the State of California which are parties signatory to this Agreement. The CSAC Excess Insurance Authority was formed under the sponsorship of CSAC. All such counties, hereinafter called member counties, and public entities, hereinafter called member public entities, [collectively “members”] shall be listed in Appendix A, which shall be attached hereto and made a part hereof. RECITALS WHEREAS, Article 1, Chapter 5, Division 7, Title 1 of the California Government Code (Section 6500 et seq.) permits two or more public agencies by agreement to exercise jointly powers common to the contracting parties; and WHEREAS, Article 16, Section 6 of the California Constitution provides that insurance pooling arrangements under joint exercise of power agreements shall not be considered the giving or lending of credit as prohibited therein; and WHEREAS, California Government Code Section 990.4 provides that a local public entity may self-insure, purchase insurance through an authorized carrier, or purchase insurance through a surplus line broker, or any combination of these; and WHEREAS, pursuant to California Government Code Section 990.6, the cost of insurance provided by a local public entity is a proper charge against the local public entity; and WHEREAS, California Government Code Section 990.8 provides that two or more local entities may, by a joint powers agreement, provide insurance for any purpose by any one or more of the methods specified in Government Code Section 990.4 and such pooling of self-insured claims or losses is not considered insurance nor subject to regulation under the Insurance Code; and WHEREAS, the counties and public entities executing this Agreement desire to join together for the purpose of jointly funding and/or establishing excess and other insurance programs as determined; NOW THEREFORE, the parties agree as follows: Exhibit 1 JPA, CSAC-EIA Amended: February 28, 2006 Page 2 of 25 ARTICLE 1 DEFINITIONS “CSAC" shall mean the County Supervisors Association of California, dba California State Association of Counties. "Authority" shall mean the CSAC Excess Insurance Authority created by this Agreement. "Board of Directors" or "Board" shall mean the governing body of the Authority. "Claim" shall mean a claim made against a member arising out of an occurrence which is covered by an excess or primary insurance program of the Authority in which the member is a participant. "Executive Committee" shall mean the Executive Committee of the Board of Directors of the Authority. "Fiscal year" shall mean that period of twelve months which is established by the Board of Directors as the fiscal year of the Authority. "Government Code" shall mean the California Government Code. “Insurance program” or “program” shall mean a program of the Authority under which participating members are protected against designated losses, either through joint purchase of primary or excess insurance, pooling of self-insured claims or losses, purchased insurance or any other combination as determined by the Board. The Board of Directors or the Executive Committee may determine applicable criteria for determining eligibility in any insurance program, as well as establishing program policies and procedures. "Joint powers law" shall mean Article 1, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the Government Code. "Loss" shall mean a liability or potential liability of a member, including litigation expenses, attorneys' fees and other costs, which is covered by an insurance program of the Authority in which the member is a participant. "Member county" shall mean any county which, through the membership of its supervisors in CSAC, has executed this Agreement and become a member of the Authority. "Member county" shall also include those entities or other bodies set forth in Article 3 (c). “Member Public Entity” shall mean any California public entity which does not maintain a membership in CSAC, has executed this Agreement and become a member of the Authority, “Member Public Entity” shall also include those entities or other bodies set forth in Article 3(c). "Occurrence" shall mean an event which is more fully defined in the memorandums of coverage and/or policies of an insurance program in which the participating county or participating public entity is a member. "Participating county" shall mean any member county which has entered into a program offered by the Authority pursuant to Article 14 of this Agreement and has not withdrawn or been canceled therefrom pursuant to Articles 20 or 21. JPA, CSAC-EIA Amended: February 28, 2006 Page 3 of 25 “Participating public entity” shall mean any member public entity which has entered into a program offered by the Authority pursuant to Article 14 of this Agreement and has not withdrawn or been canceled therefrom pursuant to Articles 20 or 21. "Self-insured retention" shall mean that portion of a loss resulting from an occurrence experienced by a member which is retained as a liability or potential liability of the member and is not subject to payment by the Authority. "Reinsurance" shall mean insurance purchased by the Authority as part of an insurance program to cover that portion of any loss which exceeds the joint funding capacity of that program. ARTICLE 2 PURPOSES This Agreement is entered into by the member counties and member public entities in order to jointly develop and fund insurance programs as determined. Such programs may include, but are not limited to, the creation of joint insurance funds, including primary and excess insurance funds, the pooling of self-insured claims and losses, purchased insurance, including reinsurance, and the provision of necessary administrative services. Such administrative services may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal defense services. ARTICLE 3 PARTIES TO AGREEMENT (a) There shall be two classes of membership of the parties pursuant to this Agreement consisting of one class designated as Member Counties and another class designated as Member Public Entities. (b) Each member county and member public entity, as a party to this Agreement, certifies that it intends to and does contract with all other members as parties to this Agreement and, with such other members as may later be added as parties to this Agreement pursuant to Article 19 as to all programs of which it is a participating member. Each member also certifies that the removal of any party from this Agreement, pursuant to Articles 20 or 21, shall not affect this Agreement or the member’s obligations hereunder. (c) A member for purposes of providing insurance coverage under any program of the Authority, may contract on behalf of, and shall be deemed to include: Any public entity as defined in Government Code § 811.2 which the member requests to be added and from the time that such request is approved by the Executive Committee of the Authority. JPA, CSAC-EIA Amended: February 28, 2006 Page 4 of 25 Any nonprofit entity, including a nonprofit public benefit corporation formed pursuant to Corporations Code §§ 5111, 5120 and, 5065, which the member requests to be added and from the time that such request is approved by the Executive Committee. (d) Any public entity or nonprofit so added shall be subject to and included under the member’s SIR or deductible, and when so added, may be subject to such other terms and conditions as determined by the Executive Committee. (e) Such public entity or nonprofit shall not be considered a separate party to this Agreement. Any public entity or nonprofit so added, shall not affect the member’s representation on the Board of Directors and shall be considered part of and represented by the member for all purposes under this Agreement. (f) The Executive Committee shall establish guidelines for approval of any public entity or nonprofit so added in accordance with Article 3(c) and (d). (g) Should any conflict arise between the provisions of this Article and any applicable Memorandum of Coverage or other document evidencing coverage, such Memorandum of Coverage or other document evidencing coverage shall prevail. ARTICLE 4 TERM This Agreement shall continue in effect until terminated as provided herein. ARTICLE 5 CREATION OF THE AUTHORITY Pursuant to the joint powers law, there is hereby created a public entity separate and apart from the parties hereto, to be known as the CSAC Excess Insurance Authority, with such powers as are hereinafter set forth. ARTICLE 6 POWERS OF THE AUTHORITY The Authority shall have all of the powers common to General Law counties in California, such as Alpine County and all additional powers set forth in the joint powers law, and is hereby authorized to do all acts necessary for the exercise of said powers. Such powers include, but are not limited to, the following: (a) To make and enter into contracts. JPA, CSAC-EIA Amended: February 28, 2006 Page 5 of 25 (b) To incur debts, liabilities, and obligations. (c) To acquire, hold, or dispose of property, contributions and donations of property, funds, services, and other forms of assistance from persons, firms, corporations, and government entities. (d) To sue and be sued in its own name, and to settle any claim against it. (e) To receive and use contributions and advances from members as provided in Government Code Section 6504, including contributions or advances of personnel, equipment, or property. (f) To invest any money in its treasury that is not required for its immediate necessities, pursuant to Government Code Section 6509.5. (g) To carry out all provisions of this Agreement. Said powers shall be exercised pursuant to the terms hereof and in the manner provided by law. ARTICLE 7 BOARD OF DIRECTORS The Authority shall be governed by the Board of Directors, which shall be composed as follows: a) One director from each member county, appointed by the member county board of supervisors and serving at the pleasure of that body. Each member county board of supervisors shall also appoint an alternate director who shall have the authority to attend, participate in and vote at any meeting of the Board when the director is absent. A director or alternate director shall be a county supervisor, other county official, or staff person of the member county, and upon termination of office or employment with the county, shall automatically terminate membership or alternate membership on the Board. b) Ten directors consisting of seven directors and three alternate directors chosen in the manner specified in the Bylaws from those participating as public entity members. A director or alternate public entity director shall be an official, or staff person of the public entity member, and upon termination of office or employment with the public entity, shall automatically terminate membership or alternate membership on the Board. c) Member county directors shall consist of a minimum of 80% of the eligible voting members on the Board. The public entity member directors shall be reduced accordingly to ensure at least 80% of the Board consists of county director members (By way of example, if the number of county members is reduced from the current 54 by member withdrawals to a level of 28, then county members would be at the 80% level, 28/35. If the county members go to 27, then the public entity members would lose one seat and would only have 6 votes). Any vacancy in a county director or alternate director position shall be filled by the appointing county's board of supervisors, subject to the Provisions of this Article. Any vacancy in a public entity director position shall be filled by vote of the public entity members. JPA, CSAC-EIA Amended: February 28, 2006 Page 6 of 25 A majority of the membership of the Board shall constitute a quorum for the transaction of business. Each member of the Board shall have one vote. Except as otherwise provided in this Agreement or any other duly executed agreement of the members, all actions of the Board shall require the affirmative vote of a majority of the members; provided, that any action which is restricted in effect to one of the Authority's insurance programs, shall require the affirmative vote of a majority of those Board members who represent counties and public entities participating in that program. For purposes of an insurance program vote, to the extent there are public entity members participating in a program, the public entity Board members as a whole shall have a minimum of one vote. The public entity Board members may in no event cast more votes than would constitute 20% of the number of total county members in that program (subject to the one vote minimum). Should the number of public entity Board votes authorized herein be less than the number of public entity Board members at a duly noticed meeting, the public entity Board members shall decide among themselves which Board member shall vote. Should they be unable to decide, the President of the Authority shall determine which director(s) shall vote. ARTICLE 8 POWERS OF THE BOARD OF DIRECTORS The Board of Directors shall have the following powers and functions: (a) The Board shall exercise all powers and conduct all business of the Authority, either directly or by delegation to other bodies or persons unless otherwise prohibited by this Agreement, or any other duly executed agreement of the members or by law. (b) The Board of Directors may adopt such resolutions as deemed necessary in the exercise of those powers and duties set forth herein. (c) The Board shall form an Executive Committee, as provided in Article 11. The Board may delegate to the Executive Committee and the Executive Committee may discharge any powers or duties of the Board except adoption of the Authority's annual budget. The powers and duties so delegated shall be specified in resolutions adopted by the Board. (d) The Board may form, as provided in Article 12, such other committees as it deems appropriate to conduct the business of the Authority. The membership of any such other committee may consist in whole or in part of persons who are not members of the Board; provided that the Board may delegate its powers and duties only to a committee of the Board composed of a majority of Board members and/or alternate members. Any committee which is not composed of a majority of Board members and/or alternate members may function only in an advisory capacity. (e) The Board shall elect the officers of the Authority and shall appoint or employ necessary staff in accordance with Article 13. (f) The Board shall cause to be prepared, and shall review, modify as necessary, and adopt the annual operating budget of the Authority. Adoption of the budget may not be delegated. JPA, CSAC-EIA Amended: February 28, 2006 Page 7 of 25 (g) The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each insurance program of the Authority, including all provisions for reinsurance and administrative services necessary to carry out such program. (h) The Board, directly or through the Executive Committee, shall provide for necessary services to the Authority and to members, by contract or otherwise, which may include, but shall not be limited to, risk management consulting, loss prevention and control, centralized loss reporting, actuarial consulting, claims adjusting, and legal services. (i) The Board shall provide general supervision and policy direction to the Chief Executive Officer. (j) The Board shall receive and act upon reports of the committees and the Chief Executive Officer. (k) The Board shall act upon each claim involving liability of the Authority, directly or by delegation of authority to the Executive Committee or other committee, body or person, provided, that the Board shall establish monetary limits upon any delegation of claims settlement authority, beyond which a proposed settlement must be referred to the Board for approval. (l) The Board may require that the Authority review, audit, report upon, and make recommendations with regard to the safety or claims administration functions of any member, insofar as those functions affect the liability or potential liability of the Authority. The Board may forward any or all such recommendations to the member with a request for compliance and a statement of potential consequences for noncompliance. (m) The Board shall receive, review and act upon periodic reports and audits of the funds of the Authority, as required under Articles 15 and 16 of this Agreement. (n) The Board may, upon consultation with a casualty actuary, declare that any funds established for any program has a surplus of funds and determine a formula to return such surplus to the participating counties and participating public entities which have contributed to such fund. (o) The Board shall have such other powers and duties as are reasonably necessary to carry out the purposes of the Authority. ARTICLE 9 MEETINGS OF THE BOARD OF DIRECTORS (a) The Board shall hold at least one regular meeting each year and shall provide for such other regular meetings and for such special meetings as it deems necessary. (b) The Chief Executive Officer of the Authority shall provide for the keeping of minutes of regular and special meetings of the Board, and shall provide a copy of the minutes to each member of the Board at the next scheduled meeting. JPA, CSAC-EIA Amended: February 28, 2006 Page 8 of 25 (c) All meetings of the Board, the Executive Committee and such committees as established by the Board pursuant to Article 12 herein, shall be called, noticed, held and conducted in accordance with the provisions of Government Code Section 54950 et seq. ARTICLE 10 OFFICERS The Board of Directors shall elect from its membership a President and Vice President of the Board, to serve for one-year terms. The President, or in his or her absence, the Vice President, shall preside at and conduct all meetings of the Board and shall chair the Executive Committee. ARTICLE 11 EXECUTIVE COMMITTEE The Board of Directors shall establish an Executive Committee of the Board which shall consist of eleven members: the President and Vice President of the Board, and nine members elected by the Board from its membership. The terms of office of the nine non-officer members shall be as provided in the Bylaws of the Authority. The Executive Committee shall conduct the business of the Authority between meetings of the Board, exercising all those powers as provided for in Article 8, or as otherwise delegated to it by the Board. ARTICLE 12 COMMITTEES The Board of Directors may establish committees, as it deems appropriate to conduct the business of the Authority. Members of the committees shall be appointed by the Board, to serve two year terms, subject to reappointment by the Board. The members of each committee shall annually select one of their members to chair the Committee. Each committee shall be composed of at least five members and shall have those duties as determined by the Board, or as otherwise set forth in the Bylaws. Each committee shall meet on the call of its chair, and shall report to the Executive Committee and the Board as directed by the Board. JPA, CSAC-EIA Amended: February 28, 2006 Page 9 of 25 ARTICLE 13 STAFF (a) Principal Staff. The following staff members shall be appointed by and serve at the pleasure of the Board of Directors: (1) Chief Executive Officer. The Chief Executive Officer shall administer the business and activities of the Authority, subject to the general supervision and policy direction of the Board of Directors and Executive Committee; shall be responsible for all minutes, notices and records of the Authority and shall perform such other duties as are assigned by the Board and Executive Committee. (2) Treasurer. The duties of the Treasurer are set forth in Article 16 of this Agreement. Pursuant to Government Code Section 6505.5, the Treasurer shall be the county treasurer of a member county of the Authority, or, pursuant to Government Code Section 6505.6, the Board may appoint one of its officers or employees to the position of Treasurer, who shall comply with the provisions of Government Code Section 6505.5 (a-d). (3) Auditor. The Auditor shall draw warrants to pay demands against the Authority when approved by the Treasurer. Pursuant to Government Code Section 6505.5, the Auditor shall be the Auditor of the county from which the Treasurer is appointed by the Board under (2) above, or, pursuant to Government Code Section 6505.6, the Board may appoint one of its officers or employees to the position of Auditor, who shall comply with the provisions of Government Code Section 6505.5 (a-d). (b) Charges for Treasurer and Auditor Services. Pursuant to Government Code Section 6505, the charges to the Authority for the services of Treasurer and Auditor shall be determined by the board of supervisors of the member county from which such staff members are appointed. (c) Other Staff. The Board, Executive Committee or Chief Executive Officer shall provide for the appointment of such other staff as may be necessary for the administration of the Authority. ARTICLE 14 DEVELOPMENT, FUNDING AND IMPLEMENTATION OF INSURANCE PROGRAMS (a) Program Coverage. Insurance programs of the Authority may provide coverage, including excess insurance coverage for: (1) Workers' compensation; (2) Comprehensive liability, including but not limited to general, personal injury, contractual, public officials errors and omissions, and incidental malpractice liability; (3) Comprehensive automobile liability; (4) Hospital malpractice liability; (5) Property and related programs; JPA, CSAC-EIA Amended: February 28, 2006 Page 10 of 25 and may provide any other coverages authorized by the Board of Directors. The Board shall determine, for each such program, a minimum number of participants required for program implementation and may develop specific program coverages requiring detailed agreements for implementation of the above programs. (b) Program and Authority Funding. The members developing or participating in an insurance program shall fund all costs of that program, including administrative costs, as hereinafter provided. Costs of staffing and supporting the Authority, hereinafter called Authority general expenses, shall be equitably allocated among the various programs by the Board, and shall be funded by the members developing or participating in such programs in accordance with such allocations, as hereinafter provided. In addition, the Board may, in its discretion, allocate a share of such Authority general expense to those members which are not developing or participating in any program, and require those counties and public entities to fund such share through a prescribed charge. (1) Development Charge. Development costs of an insurance program shall be funded by a development charge, as established by the Board of Directors. The development charge shall be paid by each participant in the program following the program’s adoption by the Board. Development costs are those costs actually incurred by the Authority in developing a program for review and adoption by the Board of Directors, including but not limited to: research, feasibility studies, information and liaison work among participants, preparation and review of documents, and actuarial and risk management consulting services. The development charge may also include a share of Authority general expenses, as allocated to the program development function. The development charge shall be billed by the Authority to all participants in the program upon establishment of the program and shall be payable in accordance with the Authority’s invoice and payment policy. Upon the conclusion of program development: any deficiency in development funds shall be billed to all participants which have paid the development charge, on a pro-rata or other equitable basis, as determined by the Board; any surplus in such funds shall be transferred into the Authority's general expense funds. (2) Annual Premium. Except as provided in (3) below, all post-development costs of an insurance program shall be funded by annual premiums charged to the members participating in the program each policy year, and by interest earnings on the funds so accumulated. Such premiums shall be determined by the Board of Directors upon the basis of a cost allocation plan and rating formula developed by the Authority with the assistance of a casualty actuary, risk management consultant, or other qualified person. The premium for each participating member shall include that participant’s share of expected program losses including a margin for contingencies as determined by the Board, program reinsurance costs, and program administrative costs for the year, plus that participant’s share of Authority general expense allocated to the program by the Board. (3) Premium Surcharge (i) If the Authority experiences an unusually large number of losses under a program during a policy year, such that notwithstanding reinsurance coverage for large individual losses, JPA, CSAC-EIA Amended: February 28, 2006 Page 11 of 25 the joint insurance funds for the program may be exhausted before the next annual premiums are due, the Board of Directors may, upon consultation with a casualty actuary, impose premium surcharges on all participating members; or (ii) If it is determined by the Board of Directors, upon consultation with a casualty actuary, that the joint insurance funds for a program are insufficient to pay losses, fund known estimated losses, and fund estimated losses which have been incurred but not reported, the Board of Directors may impose a surcharge on all participating members. (iii) Premium surcharges imposed pursuant to (i) and/or (ii) above shall be in an amount which will assure adequate funds for the program to be actuarially sound; provided that the surcharge to any participating member shall not exceed an amount equal to three (3) times the member’s annual premium for that year, unless otherwise determined by the Board of Directors. Provided, however, that no premium surcharge in excess of three times the member’s annual premium for that year may be assessed unless, ninety days prior to the Board of Directors taking action to determine the amount of the surcharge, the Authority notifies the governing body of each participating member in writing of its recommendations regarding its intent to assess a premium surcharge and the amount recommended to be assessed each member. The Authority shall, concurrently with the written notification, provide each participating member with a copy of the actuarial study upon which the recommended premium surcharge is based. (iv) A member which is no longer a participating member at the time the premium surcharge is assessed, but which was a participating member during the policy year(s) for which the premium surcharge was assessed, shall pay such premium surcharges as it would have otherwise been assessed in accordance with the provisions of (i), (ii), and (iii) above. (c) Program Implementation and Effective Date. Upon establishment of an insurance program by the Board of Directors, the Authority shall determine the manner of program implementation and shall give written notice to all members of such program, which shall include, but not be limited to: program participation levels, coverages and terms of coverage of the program, estimates of first year premium charges, program development costs, effective date of the program (or estimated effective date) and such other program provisions as deemed appropriate. (d) Late Entry Into Program. A member which does not elect to enter an insurance program upon its implementation, pursuant to (c) above, or a county or public entity which becomes a party to this Agreement following implementation of the program, may petition the Board of Directors for late entry into the program. Such request may be granted upon a majority vote of the Board members, plus a majority vote of those board members who represent participants in the program. Alternatively, a county or public entity may petition the Executive Committee for late entry into the program, or a program committee, when authorized by an MOU governing that specific program, may approve late entry into that program. Such request may be granted upon a majority vote of the Executive Committee or program committee. As a condition of late entry, the member shall pay the development charge for the program, as adjusted at the conclusion of the development period, but not subject to further adjustment, JPA, CSAC-EIA Amended: February 28, 2006 Page 12 of 25 and also any costs incurred by the Authority in analyzing the member’s loss data and determining its annual premium as of the time of entry. (e) Reentry Into A Program. Any county or public entity that is a member of an insurance program of the Authority who withdraws or is cancelled from an insurance program under Articles 21 and 22, may not reenter such insurance program for a period of three years from the effective date of withdrawal or cancellation. ARTICLE 15 ACCOUNTS AND RECORDS (a) Annual Budget. The Authority shall annually adopt an operating budget pursuant to Article 8 of this Agreement, which shall include a separate budget for each insurance program under development or adopted and implemented by the Authority. (b) Funds and Accounts. The Auditor of the Authority shall establish and maintain such funds and accounts as may be required by good accounting practices and by the Board of Directors. Separate accounts shall be established and maintained for each insurance program under development or adopted and implemented by the Authority. Books and records of the Authority in the hands of the Auditor shall be open to inspection at all reasonable times by authorized representatives of members. The Authority shall adhere to the standard of strict accountability for funds set forth in Government Code Section 6505. (c) Auditor's Report. The Auditor, within one hundred and twenty (120) days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the Board and to each member. (d) Annual Audit. Pursuant to Government Code Section 6505, the Authority shall either make or contract with a certified public accountant to make an annual fiscal year audit of all accounts and records of the Authority, conforming in all respects with the requirements of that section. A report of the audit shall be filed as a public record with each of the members and also with the county auditor of the county where the home office of the Authority is located and shall be sent to any public agency or person in California that submits a written request to the Authority. The report shall be filed within six months of the end of the fiscal year or years under examination. Costs of the audit shall be considered a general expense of the Authority. ARTICLE 16 RESPONSIBILITIES FOR FUNDS AND PROPERTY (a) The Treasurer shall have the custody of and disburse the Authority's funds. He or she may delegate disbursing authority to such persons as may be authorized by the Board of Directors to perform that function, subject to the requirements of (b) below. (b) Pursuant to Government Code Section 6505.5, the Treasurer shall: JPA, CSAC-EIA Amended: February 28, 2006 Page 13 of 25 (1) Receive and acknowledge receipt for all funds of the Authority and place them in the treasury of the Treasurer to the credit of the Authority. (2) Be responsible upon his or her official bond for the safekeeping and disbursements of all Authority funds so held by him or her. (3) Pay any sums due from the Authority, as approved for payment by the Board of Directors or by any body or person to whom the Board has delegated approval authority, making such payments from Authority funds upon warrants drawn by the Auditor. (4) Verify and report in writing to the Authority and to members, as of the first day of each quarter of the fiscal year, the amount of money then held for the Authority, the amount of receipts since the last report, and the amount paid out since the last report. (c) Pursuant to Government Code Section 6505.1, the Chief Executive Officer, the Treasurer, and such other persons as the Board of Directors may designate shall have charge of, handle, and have access to the property of the Authority. (d) The Authority shall secure and pay for a fidelity bond or bonds, in an amount or amounts and in the form specified by the Board of Directors, covering all officers and staff of the Authority, and all officers and staff who are authorized to have charge of, handle, and have access to property of the Authority. ARTICLE 17 RESPONSIBILITIES OF MEMBERS Members shall have the following responsibilities under this Agreement. (a) The board of supervisors of each member county shall appoint a representative and one alternate representative to the Board of Directors, pursuant to Article 7. (b) Each member shall appoint an officer or employee of the member to be responsible for the risk management function for that member and to serve as a liaison between the member and the Authority for all matters relating to risk management. (c) Each member shall maintain an active safety program, and shall consider and act upon all recommendations of the Authority concerning the reduction of unsafe practices. (d) Each member shall maintain its own claims and loss records in each category of liability covered by an insurance program of the Authority in which the member is a participant, and shall provide copies of such records to the Authority as directed by the Board of Directors or Executive Committee, or to such other committee as directed by the Board or Executive Committee. (e) Each member shall pay development charges, premiums, and premium surcharges due to the Authority as required under Article 14. Penalties for late payment of such charges, premiums and/or premium surcharges shall be as determined and assessed by the Board of Directors. After withdrawal, cancellation, or termination action under Articles 20, 21, or 23, each member shall pay promptly to the Authority any additional premiums due, as determined and assessed by the Board of JPA, CSAC-EIA Amended: February 28, 2006 Page 14 of 25 Directors under Articles 22 or 23. Any costs incurred by the Authority associated with the collection of such premiums or other charges, shall be recoverable by the Authority. (f) Each member shall provide the Authority such other information or assistance as may be necessary for the Authority to develop and implement insurance programs under this Agreement. (g) Each member shall cooperate with and assist the Authority, and any insurer of the Authority, in all matters relating to this Agreement, and shall comply with all Bylaws, and other rules by the Board of Directors. (h) Each member county shall maintain membership in CSAC. (i) Each member shall have such other responsibilities as are provided elsewhere in this Agreement, and as are established by the Board of Directors in order to carry out the purposes of this Agreement. ARTICLE 18 ADMINISTRATION OF CLAIMS (a) Subject to subparagraph (e), each member shall be responsible for the investigation, settlement or defense, and appeal of any claim made, suit brought, or proceeding instituted against the member arising out of a loss. (b) The Authority may develop standards for the administration of claims for each insurance program of the Authority so as to permit oversight of the administration of claims by the members. (c) Each participating member shall give the Authority timely written notice of claims in accordance with the provisions of the Bylaws. (d) A member shall not enter into any settlement involving liability of the Authority without the advance written consent of the Authority. (e) The Authority, at its own election and expense, shall have the right to participate with a member in the settlement, defense, or appeal of any claim, suit or proceeding which, in the judgment of the Authority, may involve liability of the Authority. ARTICLE 19 NEW MEMBERS Any California public entity may become a party to this Agreement and participate in any insurance program in which it is not presently participating upon approval of the Board of Directors, by a majority vote of the members, or by majority vote of the Executive Committee. JPA, CSAC-EIA Amended: February 28, 2006 Page 15 of 25 ARTICLE 20 WITHDRAWAL (a) A member may withdraw as a party to this Agreement upon thirty (30) days advance written notice to the Authority if it has never become a participant in any insurance program pursuant to Article 14, or if it has previously withdrawn from all insurance programs in which it was a participant. (b) After becoming a participant in an insurance program, a member may withdraw from that program only at the end of a policy year for the program, and only if it gives the Authority at least sixty (60) days advance written notice of such action. ARTICLE 21 CANCELLATION (a) Notwithstanding the provisions of Article 20, the Board of Directors may: (1) Cancel any member from this Agreement and membership in the Authority, on a majority vote of the Board members. Such action shall have the effect of canceling the member’s participation in all insurance programs of the Authority as of the date that all membership is canceled. (2) Cancel any member’s participation in an insurance program of the Authority, without canceling the member’s membership in the Authority or participation in other programs, on a vote of two-thirds of the Board members present and voting who represent participants in the program. The Board shall give sixty (60) days advance written notice of the effective date of any cancellation under the foregoing provisions. Upon such effective date, the member shall be treated the same as if it had voluntarily withdrawn from this Agreement, or from the insurance program, as the case may be. (b) A member that does not enter one or more of the insurance programs developed and implemented by the Authority within the member’s first year as a member of the Authority shall be considered to have withdrawn as a party to this Agreement at the end of such period, and its membership in the Authority shall be automatically canceled as of that time, without action of the Board of Directors. (c) A member which withdraws from all insurance programs of the Authority in which it was a participant and does not enter any program for a period of six (6) months thereafter shall be considered to have withdrawn as a party to the Agreement at the end of such period, and its membership in the Authority shall be automatically canceled as of that time, without action of the Board of Directors. (d) A member county that terminates its membership in CSAC shall be considered to have thereby withdrawn as a party to this Agreement, and its membership in the Authority and participation in any insurance program of the Authority shall be automatically canceled as of that time, without the action of the Board of Directors. JPA, CSAC-EIA Amended: February 28, 2006 Page 16 of 25 ARTICLE 22 EFFECT OF WITHDRAWAL OR CANCELLATION (a) If a member’s participation in an insurance program of the Authority is canceled under Article 21, with or without cancellation of membership in the Authority, and such cancellation is effective before the end of the policy year for that program, the Authority shall promptly determine and return to that member the amount of any unearned premium payment from the member for the policy year, such amount to be computed on a pro-rata basis from the effective date of cancellation. (b) Except as provided in (a) above, a member which withdraws or is canceled from this Agreement and membership in the Authority, or from any program of the Authority, shall not be entitled to the return of any premium or other payment to the Authority, or of any property contributed to the Authority. However, in the event of termination of this Agreement, such member may share in the distribution of assets of the Authority to the extent provided in Article 23 provided; however, that any withdrawn or canceled member which has been assessed a premium surcharge pursuant to Article 14 (b) (3) (ii) shall be entitled to return of said member’s unused surcharge, plus interest accrued thereon, at such time as the Board of Directors declares that a surplus exists in any insurance fund for which a premium surcharge was assessed. (c) Except as provided in (d) below, a member shall pay any premium charges which the Board of Directors determines are due from the member for losses and costs incurred during the entire coverage year in which the member was a participant in such program regardless of the date of entry into such program. Such charges may include any deficiency in a premium previously paid by the member, as determined by audit under Article 14 (b) (2); any premium surcharge assessed to the member under Article 14 (b) (3); and any additional amount of premium which the Board determines to be due from the member upon final disposition of all claims arising from losses under the program during the entire coverage year in which the member was a participant regardless of date of entry into such program. Any such premium charges shall be payable by the member in accordance with the Authority's invoice and payment policy. (d) Those members which who have withdrawn or been canceled pursuant to Articles 20 and 21 from any program of the Authority during a coverage year shall pay any premium charges which the Board of Directors determines are due from the members for losses and costs which were incurred during the county's participation in any program. ARTICLE 23 TERMINATION AND DISTRIBUTION OF ASSETS (a) A three-fourths vote of the total voting membership of the Authority, consisting of member counties, acting through their boards of supervisors, and the voting Board members from the member public entities, is required to terminate this Agreement; provided, however, that this Agreement and the JPA, CSAC-EIA Amended: February 28, 2006 Page 17 of 25 Authority shall continue to exist after such election for the purpose of disposing of all claims, distributing all assets, and performing all other functions necessary to conclude the affairs of the Authority. (b) Upon termination of this Agreement, all assets of the Authority in each insurance program shall be distributed among those members which participated in that program in proportion to their cash contributions, including premiums paid and property contributed (at market value when contributed). The Board of Directors shall determine such distribution within six (6) months after disposal of the last pending claim or other liability covered by the program. (c) Following termination of this Agreement, any member which was a participant in an insurance program of the Authority shall pay any additional amount of premium, determined by the Board of Directors in accordance with a loss allocation formula, which may be necessary to enable final disposition of all claims arising from losses under that program during the entire coverage year in which the member was a participant regardless of the date of entry into such program. ARTICLE 24 LIABILITY OF BOARD OF DIRECTORS, OFFICERS, COMMITTEE MEMBERS AND LEGAL ADVISORS The members of the Board of Directors, Officers, committee members and legal advisors to any Board or committees of the Authority shall use ordinary care and reasonable diligence in the exercise of their powers and in the performance of their duties pursuant to this Agreement. They shall not be liable for any mistake of judgment or any other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care, nor for loss incurred through investment of Authority funds, or failure to invest. No Director, Officer, committee member, or legal advisor to any Board or committee shall be responsible for any action taken or omitted by any other Director, Officer, committee member, or legal advisor to any committee. No Director, Officer, committee member or legal advisor to any committee shall be required to give a bond or other security to guarantee the faithful performance of their duties pursuant to this Agreement. The funds of the Authority shall be used to defend, indemnify and hold harmless the Authority and any Director, Officer, committee member or legal advisor to any committee for their actions taken within the scope of the authority of the Authority. Nothing herein shall limit the right of the Authority to purchase insurance to provide such coverage as is hereinabove set forth. JPA, CSAC-EIA Amended: February 28, 2006 Page 18 of 25 ARTICLE 25 BYLAWS The Board may adopt Bylaws consistent with this Agreement which shall provide for the administration and management of the Authority. ARTICLE 26 NOTICES The Authority shall address notices, billings and other communications to a member as directed by the member. Each member shall provide the Authority with the address to which communications are to be sent. Members shall address notices and other communications to the Authority to the Chief Executive Officer of the Authority, at the office address of the Authority as set forth in the Bylaws. ARTICLE 27 AMENDMENT A two-thirds vote of the total voting membership of the Authority, consisting of member counties, acting through their boards of supervisors, and the voting Board members from member public entities, is required to amend this Agreement. . ARTICLE 28 PROHIBITION AGAINST ASSIGNMENT No member may assign any right, claim or interest it may have under this Agreement, and no creditor, assignee or third party beneficiary of any member shall have any right, claim or title to any part, share, interest, fund, premium or asset of the Authority. ARTICLE 29 AGREEMENT COMPLETE This Agreement constitutes the full and complete Agreement of the parties. JPA, CSAC-EIA Amended: February 28, 2006 Page 19 of 25 ARTICLE 30 EFFECTIVE DATE OF AMENDMENTS Any amendment of this Agreement shall become effective upon the date specified by the Board and upon approval of any Amended Agreement as required in Article 27. Approval of any amendment by the voting boards of supervisors and public entity board member’s must take place no later than 30 days from the effective date specified by the Board. ARTICLE 31 DISPUTE RESOLUTION When a dispute arises between the Authority and a member, the following procedures are to be followed: (a) Request for Reconsideration. The member will make a written request to the Authority for the appropriate Committee to reconsider their position, citing the arguments in favor of the member and any applicable case law that applies. The member can also, request a personal presentation to that Committee, if it so desires. (b) Committee Appeal. The committee responsible for the program or having jurisdiction over the decision in question will review the matter and reconsider the Authority’s position. This committee appeal process is an opportunity for both sides to discuss and substantiate their positions based upon legal arguments and the most complete information available. If the member requesting reconsideration is represented on the committee having jurisdiction, that committee member shall be deemed to have a conflict and shall be excluded from any vote. (c) Executive Committee Appeal. If the member is not satisfied with the outcome of the committee appeal, the matter will be brought to the Executive Committee for reconsideration upon request of the member. If the member requesting reconsideration is represented on the Executive Committee, that Executive Committee member shall be deemed to have a conflict and shall be excluded from any vote. (d) Arbitration. If the member is not satisfied with the outcome of the Executive Committee appeal, the next step in the appeal process is arbitration. The arbitration, whether binding or non-binding, is to be mutually agreed upon by the parties. The matter will be submitted to a mutually agreed arbitrator or panel of arbitrators for a determination. If Binding Arbitration is selected, then of course the decision of the arbitrator is final. Both sides agree to abide by the decision of the arbitrator. The cost of arbitration will be shared equally by the involved member and the Authority. (e) Litigation. If, after following the dispute resolution procedure paragraphs a-d, either party is not satisfied with the outcome of the non-binding arbitration process, either party may consider litigation as a possible remedy to the dispute. JPA, CSAC-EIA Amended: February 28, 2006 Page 20 of 25 ARTICLE 32 FILING WITH SECRETARY OF STATE The Chief Executive Officer of the Authority shall file a notice of this Agreement with the office of California Secretary of State within 30 days of its effective date, as required by Government Code Section 6503.5 and within 70 days of its effective date as required by Government Code Section 53051. JPA, CSAC-EIA Amended: February 28, 2006 Page 21 of 25 IN WITNESS WHEREOF, the undersigned party hereto has executed this Agreement on the date indicated below. DATE: ____________________ MEMBER: ___________________________________ (Print Name of Member) BY: ________________________________________ (Authorized signature of Member) Seal: JPA, CSAC-EIA Amended: February 28, 2006 Page 22 of 25 APPENDIX A JOINT POWERS AGREEMENT CSAC EXCESS INSURANCE AUTHORITY (as of February 5, 2019) ALAMEDA COUNTY ALPINE COUNTY AMADOR COUNTY BUTTE COUNTY CALAVERAS COUNTY COLUSA COUNTY CONTRA COSTA COUNTY DEL NORTE COUNTY EL DORADO COUNTY FRESNO COUNTY GLENN COUNTY HUMBOLDT COUNTY IMPERIAL COUNTY INYO COUNTY KERN COUNTY KINGS COUNTY LAKE COUNTY LASSEN COUNTY MADERA COUNTY MARIN COUNTY MARIPOSA COUNTY MENDOCINO COUNTY MERCED COUNTY MODOC COUNTY MONO COUNTY MONTEREY COUNTY NAPA COUNTY NEVADA COUNTY ORANGE COUNTY PLACER COUNTY PLUMAS COUNTY RIVERSIDE COUNTY SACRAMENTO COUNTY SAN BENITO COUNTY SAN BERNARDINO COUNTY SAN DIEGO COUNTY SAN JOAQUIN COUNTY SAN LUIS OBISPO COUNTY SANTA BARBARA COUNTY SANTA CLARA COUNTY SANTA CRUZ COUNTY SHASTA COUNTY SIERRA COUNTY SISKIYOU COUNTY SOLANO COUNTY SONOMA COUNTY STANISLAUS COUNTY SUTTER COUNTY TEHAMA COUNTY TRINITY COUNTY TULARE COUNTY TUOLUMNE COUNTY VENTURA COUNTY YOLO COUNTY YUBA COUNTY ACCEL ALAMEDA HEALTH SYSTEM AMADOR TRANSIT BAHARMA (BAY AREA HOUSING AUTHORITY RISK MANAGEMENT AUTHORITY) BAY AREA AIR QUALITY MGMT DISTRICT BERKELEY UNIFIED SCHOOL DISTRICT BICEP CALIFORNIA FAIR SERVICES AUTHORITY CALIFORNIA MENTAL HEALTH SERVICES AUTHORITY CALIFORNIA STATE LEGISLATURE CALIFORNIA STATE UNIVERSITY RISK MANAGEMENT AUTHORITY (CSURMA) CAMPBELL UNION SCHOOL DISTRICT CAPITOL AREA DEVELOPMENT AUTHORITY (CADA) CAPRI CASITAS MUNICIPAL WATER DISTRICT CATALINA ISLAND MEDICAL CENTER CENTRAL CONTRA COSTA SANITARY DISTRICT CENTRAL COUNTY FIRE DEPARTMENT CENTRAL SIERRA CHILD SUPPORT AGENCY CITY OF ALAMEDA CITY OF AMERICAN CANYON CITY OF ANAHEIM CITY OF ATASCADERO CITY OF ATWATER CITY OF BAKERSFIELD CITY OF BEAUMONT CITY OF BELL CITY OF BELMONT CITY OF BERKELEY CITY OF BUENA PARK CITY OF BURLINGAME CITY OF CALABASAS CITY OF CALEXICO CITY OF CAPITOLA JPA, CSAC-EIA Amended: February 28, 2006 Page 23 of 25 CITY OF CARLSBAD CITY OF CARMEL BY THE SEA CITY OF CARSON CITY OF CHICO CITY OF CHULA VISTA CITY OF CLOVIS CITY OF CONCORD CITY OF CORONA CITY OF CORONADO CITY OF COSTA MESA CITY OF COVINA CITY OF CUPERTINO CITY OF CYPRESS CITY OF DALY CITY CITY OF DEL MAR CITY OF DOWNEY CITY OF EL CAJON CITY OF EL CENTRO CITY OF EL MONTE CITY OF ELK GROVE CITY OF ENCINITAS CITY OF ESCALON CITY OF ESCONDIDO CITY OF FAIRFIELD CITY OF FOLSOM CITY OF FONTANA CITY OF FOUNTAIN VALLEY CITY OF FREMONT CITY OF GALT CITY OF GARDEN GROVE CITY OF GARDENA CITY OF GOLETA CITY OF HANFORD CITY OF HAWTHORNE CITY OF HAYWARD CITY OF HEMET CITY OF HUNTINGTON BEACH CITY OF IMPERIAL BEACH CITY OF IONE CITY OF IRVINE CITY OF LANCASTER CITY OF LEMON GROVE CITY OF LIVE OAK CITY OF LIVERMORE CITY OF LOMPOC CITY OF LOS ALAMITOS CITY OF LOS ALTOS CITY OF MANHATTAN BEACH CITY OF MAYWOOD CITY OF MENLO PARK CITY OF MERCED CITY OF MILL VALLEY CITY OF MILLBRAE CITY OF MISSION VIEJO CITY OF MONTEBELLO CITY OF MORENO VALLEY CITY OF MURRIETA CITY OF NAPA CITY OF NATIONAL CITY CITY OF NEEDLES CITY OF NEWPORT BEACH CITY OF NOVATO CITY OF OAKLAND CITY OF OCEANSIDE CITY OF OROVILLE CITY OF PACIFICA CITY OF PALMDALE CITY OF PASO ROBLES CITY OF PERRIS CITY OF PICO RIVERA CITY OF PLEASANTON CITY OF POMONA CITY OF PORT HUENEME CITY OF RANCHO CORDOVA CITY OF RANCHO MIRAGE CITY OF RANCHO SANTA MARGARITA CITY OF REDDING CITY OF REDLANDS CITY OF REDONDO BEACH CITY OF REDWOOD CITY CITY OF RIALTO CITY OF RICHMOND CITY OF RIDGECREST CITY OF ROSEVILLE CITY OF SACRAMENTO CITY OF SAN BERNARDINO CITY OF SAN BRUNO CITY OF SAN CLEMENTE CITY OF SAN DIEGO CITY OF SAN JACINTO CITY OF SAN LEANDRO CITY OF SAN RAMON CITY OF SANTA CLARA CITY OF SANTA ROSA CITY OF SANTEE CITY OF SIMI VALLEY CITY OF SOLANA BEACH CITY OF SOUTH PASADENA CITY OF SOUTH SAN FRANCISCO CITY OF STANTON CITY OF STOCKTON CITY OF SUNNYVALE CITY OF TORRANCE CITY OF VACAVILLE CITY OF VALLEJO CITY OF VISALIA JPA, CSAC-EIA Amended: February 28, 2006 Page 24 of 25 CITY OF VISTA CITY OF WALNUT CREEK CITY OF WATSONVILLE CITY OF WEST COVINA CITY OF WEST SACRAMENTO CITY OF WESTMINSTER CITY OF WHITTIER CITY OF YUBA CITY COAST COMMUNITY COLLEGE DISTRICT COMMUNITY DEVELOPMENT COMMISSION OF L.A. COUNTY CONTRA COSTA COUNTY IHSS PUBLIC AUTHORITY COUNCIL OF SAN BENITO COUNTY GOVERNMENTS CSAC EIA CSRM CVAG DEL NORTE IHSS PUBLIC AUTHORITY DUBLIN SAN RAMON SERVICES DISTRICT EAST BAY REGIONAL PARK DISTRICT EAST SAN GABRIEL VALLEY ROP ERMAC EVERGREEN SCHOOL DISTRICT FAIRFIELD-SUISUN SEWER DISTRICT FIRST FIVE CONTRA COSTA CHILDREN & FAMILIES COMMISSION FIRST FIVE SACRAMENTO COMMISSION GOLD COAST TRANSIT DISTRICT GOLDEN EMPIRE TRANSIT DISTRICT GREAT BASIN UNIFIED AIR POLLUTION CONTROL DISCTRICT GSRMA GSRMA JPA HOUSING AUTHORITY OF THE COUNTY OF MONTEREY HOUSING AUTHORITY OF RIVERSIDE COUNTY HUMBOLDT TRANSIT AUTHORITY HUNTINGTON BEACH UNION HIGH SCHOOL DISTRICT IMPERIAL COUNTY IHSS PUBLIC AUTHORITY INLAND EMPIRE HEALTH PLAN INLAND EMPIRE UTILITIES AGENCY IRVINE RANCH WATER DISTRICT KERN COUNTY HOSPITAL AUTHORITY KERN HEALTH SYSTEMS KERN IHSS PUBLIC AUTHORITY KINGS CO. AREA PUBLIC TRANSIT AGENCY KINGS WASTE & RECYCLING AUTHORITY LAKE ELSINORE UNIFIED SCHOOL DISTRICT LAWCX LONG BEACH UNIFIED SCHOOL DISTRICT LOS ANGELES UNIFIED SCHOOL DIST RMA MARIN COUNTY TRANSIT DISTRICT MENDOCINO COAST DISTRICT HOSPITAL MILITARY DEPT. OF THE STATE OF CA MONTEREY BAY AREA SELF INSURANCE AUTHORITY (MBASIA) MONTEREY COUNTY WATER RESOURCE AGENCY MONTEREY SALINAS TRANSIT MORONGO BASIN TRANSIT AUTHORITY MOUNTAIN COMMUNITIES HEALTHCARE DISTRICT MT. DIABLO UNIFIED SCHOOL DISTRICT MUNICIPAL POOLING AUTHORITY (MPA) NAPA SANITATION DISTRICT NCCSIF NCSDIA NORTHERN CALIFORNIA POWER AGENCY OAKLAND UNIFIED SCHOOL DISTRICT OFFICE OF COMMUNITY AND INVESTMENT AND INFRASTRUCTURE (OCII) OMNITRANS ORANGE COUNTY FIRE AUTHORITY ORANGE COUNTY SANITATION DISTRICT ORANGE COUNTY TRANSPORTATION AUTHORITY OTAY WATER DISTRICT PALO VERDE VALLEY HEALTH CARE DISTRICT HOSPITAL PARSAC PASADENA UNIFIED SCHOOL DISTRICT PASIS – SAN DIEGO PERMA PLACER COUNTY WATER AGENCY PLEASANT HILL RECREATION & PARK DIST PORT OF OAKLAND REDONDO BEACH UNIFIED SCHOOL DIST RIVERSIDE IHSS PUBLIC AUTHORITY RIVERSIDE TRANSIT AGENCY SACRAMENTO – YOLO MOSQUITO AND VECTOR CONTROL DISTRICT SACRAMENTO AREA FLOOD CONTROL AGENCY SACRAMENTO COUNTY CONTRACTS SAN BENITO IHSS PUBLIC AUTHORITY SAN BERNARDINO DEPARTMENTS SAN BERNARDINO IHSS PUBLIC AUTHORITY SAN BERNADINO MUNICIPAL WATER DEPARTMENT SAN DIEGO COUNTY IHSS PUBLIC AUTHORITY SAN DIEGO COUNTY WATER AUTHORITY JPA, CSAC-EIA Amended: February 28, 2006 Page 25 of 25 SAN DIEGO HOUSING COMMISSION SAN DIEGO METROPOLITAN TRANSIT SYS SAN DIEGO UNIFIED SCHOOL DISTRICT SAN JOSE UNIFIED SCHOOL DISTRICT SAN LUIS OBISPO RTA SAN MATEO CONSOLIDATED FIRE DEPARTMENT SAN MATEO COUNTY SCHOOLS INSURANCE GROUP SANTA BARBARA METRO TRANSIT DISTRICT SANTA CLARA CO. LIBRARY DISTRICT JPA SANTA CLARA CO. OFFICE OF EDUCATION SANTA CLARA CO VECTOR CONTROL DIST SANTA CLARA HOUSING AUTHORITY SANTA CRUZ COUNTY FIRE AGENCIES INSURANCE GROUP SANTA CRUZ METRO TRANSIT DISTRICT SCHOOLS EXCESS LIABILITY FUND (SELF) SDRMA SHASTA IHSS PUBLIC AUTHORITY SIRMA SOLANO TRANSPORTATION AUTHORITY SONOMA COUNTY ERA SONOMA MARIN AREA RAIL TRANSIT SOUTH BAY AREA SCHOOLS INSURANCE AUTHORITY SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT SOUTH COUNTY AREA TRANSIT SUPERIOR COURT OF CA, ALPINE COUNTY SUPERIOR COURT OF CA, AMADOR COUNTY SUPERIOR COURT OF CA, BUTTE COUNTY SUPERIOR COURT OF CA, CALAVERAS COUNTY SUPERIOR COURT OF CA, COLUSA COUNTY SUPERIOR COURT OF CA, CONTRA COSTA COUNTY SUPERIOR COURT OF CA, DEL NORTE COUNTY SUPERIOR COURT OF CA, EL DORADO COUNTY SUPERIOR COURT OF CA, LAKE COUNTY SUPERIOR COURT OF CA, LASSEN COUNTY SUPERIOR COURT OF CA, MERCED COUNTY SUPERIOR COURT OF CA, ORANGE COUNTY SUPERIOR COURT OF CA, PLACER COUNTY SUPERIOR COURT OF CA, SAN BENITO COUNTY SUPERIOR COURT OF CA, SAN LUIS OBISPO COUNTY SUPERIOR COURT OF CA, SANTA BARBARA COUNTY SUPERIOR COURT OF CA, SANTA CRUZ COUNTY SUPERIOR COURT OF CA, SHASTA COUNTY SUPERIOR COURT OF CA, SONOMA COUNTY SUPERIOR COURT OF CA, STANISLAUS COUNTY SUPERIOR COURT OF CA, TRINITY COUNTY SUPERIOR COURT OF CA, TUOLUMNE COUNTY SUPERIOR COURT OF CA, YOLO COUNTY SUPERIOR COURT OF CA, YUBA COUNTY SUTTER IHSS PUBLIC AUTHORITY TAHOE TRANSPORTATION DISTRICT TORRANCE UNIFIED SCHOOL DISTRICT TOWN OF COLMA TOWN OF YOUNTVILLE TRANSPORTATION CORRIDOR AGENCIES TRINDEL INSURANCE FUND TURLOCK IRRIGATION DISTRICT UC HASTINGS COLLEGE OF LAW UPLAND UNIFIED SCHOOL DISTRICT WEST SAN GABRIEL LIABILITY AND PROPERTY JPA WEST SAN GABRIEL WC JPA WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) YOLO PARMIA Adopted: October 26, 2009 Last Amended: April 9, 2019 MEMORANDUM OF UNDERSTANDING DENTAL PROGRAM This Memorandum of Understanding (hereinafter “Memorandum”) is entered into by and between the CSAC Excess Insurance Authority (hereinafter “Authority”) and the participating members of the Dental Program (hereinafter “Members”) that are signatories to this Memorandum. 1.CREATION OF THE PROGRAM. There is hereby created by this Memorandum the Dental Program (hereinafter “Program”). 2.JOINT POWERS AGREEMENT. Except as otherwise provided herein, all terms used herein shall be as defined in Article 1 of the Joint Powers Agreement Creating the CSAC Excess Insurance Authority (hereinafter “Agreement”), and all other provisions of the Agreement not in conflict with this Memorandum shall be applicable. 3.PROGRAM COVERAGE SEGMENTS. The Program is formed for the purpose of establishing dental coverage under the following Program coverage segments: a.Self-Insured Segment b.Fixed-Rate Preferred Provider Organization (PPO) Pooled Segment c.Fully-Insured Dental Health Maintenance Organization (DHMO) Segment 4.PROGRAM COMMITTEE. The Employee Benefits Committee (hereinafter “Committee”) shall consist of nine (9) members. Except as otherwise provided herein, said Committee shall have full authority to determine all matters affecting the Program and its Members, including but not limited to, approval of new Members, premium/rate setting, addition of new Program segments and/or services, claims review, and amending the Memorandum. A majority of members of the Committee must be Members of the Program. A majority of the members of the Committee shall constitute a quorum for the transaction of business. All actions of the Committee shall require the affirmative vote of a majority of the members of the Committee. Except as otherwise provided herein, the Committee shall be authorized to do such acts as are reasonably necessary to further the purposes of this Memorandum and implement its provisions. The Committee may delegate any or all of this authority as deemed appropriate. The Committee, when necessary to fulfill the purposes of this Memorandum, shall meet at the call of the Chair of the Committee as provided in Article 12 of the Exhibit 2 Dental Program Adopted: October 26, 2009 Memorandum of Understanding Last Amended: April 9, 2019 Page 2 of 5 Agreement and Article VI of the Bylaws of the Authority (hereinafter referred to as the “Bylaws”). Any meeting of the Committee shall be subject to the applicable provisions of Government Code §54950 et seq., commonly known as the “Brown Act.” 5. PREMIUM. Participating Member rates/premiums shall be established by Delta Dental of California (hereinafter “Delta Dental”) in consultation with the Program underwriters, actuaries, and the Committee. The participating Members, in accordance with the Program premium provisions of Article 14 of the Agreement, shall be assessed an annual premium for the purpose of funding the Program in which they participate. Premiums will vary based on Member segment participation, benefit plan coverage, Member employee/retiree participation, and claims experience. 6. MEMBERSHIP. Membership in the Program consists of participation in one or more of the following: a. A “Self-Insured” Member is defined as a Member who participates in the group purchase Program for administrative services only and is fully responsible for their own dental Program; and/or b. A “Fixed-Rate PPO” Member is defined as a Member who joins the Program and is part of the self-insured Fixed-Rate PPO pool; and/or c. A “Fully-Insured DHMO” Member is defined as a Member who joins the Program and is part of the fully insured DHMO pool. 7. PROGRAM PARTICIPATION. Adoption of this Memorandum by a Member allows for participation in the Program. Participation in the Program may be in one or more of the following segments; the Self-Insured Pool, the Fixed-Rate PPO Pool, and/or the DHMO pool. A Member shall be entitled to participate in the Program until they have withdrawn in accordance with the provisions of paragraph 16 of this Memorandum. 8. RENEWALS. All Program renewal rate action will be approved by the Committee with assistance from Program underwriters, actuaries, and Delta Dental. Fixed- Rate PPO Pool Members that have Legacy Premium Stabilization Funds (see paragraph 10.a.) may use those funds to offset renewal rate increases. 9. BILLINGS AND LATE PAYMENTS. Billing dates, payment due dates, and any late fees and/or penalties will be set by the Committee. All Members will receive separate notification of any changes in due dates and/or penalty fees at least thirty (30) days prior to the effective date of any such change. Notwithstanding any other provisions to the contrary regarding late payment of invoices or cancellation from a Program, at the discretion of the Dental Program Adopted: October 26, 2009 Memorandum of Understanding Last Amended: April 9, 2019 Page 3 of 5 Committee, any Member that fails to pay an invoice when due and as billed may be given a ten (10) day written notice of cancellation. 10. PREMIUM STABILIZATION FUNDS. Premium Stabilization Funds as set forth apply only to Fixed-Rate PPO segment Members. a. Legacy Premium Stabilization Fund. Delta Dental Members who are fully insured with Delta Dental are required to have their stabilization funds (if any) transferred to the EIA upon entry into the Fixed-Rate PPO Program segment. These funds will be accounted for individually for the Member’s use. The Member may use their Legacy Premium Stabilization Funds to buy down their renewal or request a full disbursement from the Authority. If the Member leaves the Program with a fund balance remaining, those funds remain in the Program and the Member has no equity rights to those funds b. Program Premium Stabilization Fund. The Program Stabilization Fund shall consist of accumulated excess reserves (in excess of the required Incurred But Not Reported (IBNR) and Claims Fluctuation Margin (CFM) requirements) generated by the Program with all years combined on a go forward basis. The Committee shall have authority to determine the use of these funds. These funds are not Member specific and they are separate from the Legacy Premium Stabilization Funds. 11. STABILIZATION INTEREST. Interest generated by both premium stabilization funds are available for the Committee to use for any purpose, including administrative fees, rate offsets, or claim payments. 12. DIVIDENDS AND ASSESSMENTS (Applicable to Fixed-Rate PPO Members Only). Should the Fixed-Rate PPO Program segment not be adequately funded for any reason, pro-rata assessments to the Members may be utilized to ensure the approved funding level for applicable policy periods. Any assessments, which are deemed necessary to ensure approved funding levels, shall be made upon the approval of the Committee in accordance with the following: a. Any dividends or assessments shall be based upon the preceding three (3) years’ of percentage of contributions for losses for Fixed-Rate PPO Pooled Members only. b. Self-Insured and DHMO segments are not eligible for dividends or assessments. 13. APPROVAL OF NEW MEMBERS – APPLICATION TO THE PROGRAM. Any public entity wishing to become a Member of the Program shall make application to and be approved by a majority vote of the Committee in a manner prescribed by them. The Committee has developed underwriting guidelines that outline Dental Program Adopted: October 26, 2009 Memorandum of Understanding Last Amended: April 9, 2019 Page 4 of 5 specific criteria for accepting new Members. Program underwriting guidelines are available by request to the Authority. 14. COVERAGE DOCUMENTS. Coverage documents shall be issued by Delta Dental to each individual Member. Coverage shall be governed in accordance with these documents. Any changes to the benefits, as determined by the Member, are subject to Delta Dental, Committee, actuarial, and/or other consultants’ pricing requirements. 15. CLAIMS ADMINISTRATION. The Committee shall authorize the retention of the services of Delta Dental to provide claims services for the Program. 16. WITHDRAWAL. Withdrawal of a Member from the Program shall be as follows: a. Fixed-Rate PPO and DHMO Pool Members. After becoming a participant in the Program, a Fixed-Rate PPO and/or DHMO Pool Member may withdraw from the Program at the end of a policy year only if they provide the Authority with sixty (60) days written notice prior to the end of the policy year. b. Self-Insured Member. After becoming a participant in the Program, a Self-Insured Member may withdraw from the Program at the end of their specific policy year by giving the Authority sixty (60) days written notice prior to the end of their specific policy year. 17. LIASION WITH THE AUTHORITY. Each Member shall maintain staff to act as a liaison with the Authority and Delta Dental and between the Member and the Authority’s and Delta Dental’s designated representative. 18. RESOLUTION OF DISPUTES. The Committee shall first determine any question or dispute with respect to the rights and obligations of the parties to this Memorandum; however, all final determinations shall be in accordance with Article 31 of the ”Agreement.” 19. ADMINISTRATION COSTS. The Authority shall be entitled to assess annual administration costs associated with the Program. Administrative costs for the Program shall be determined through the Authority’s budget process. The source of the funds for the Program will be administrative charges, interest earnings, or a combination of both. 20. COMPLETE AGREEMENT. Except as otherwise provided herein, this Memorandum constitutes the full and complete agreement of the Members. Dental Program Adopted: October 26, 2009 Memorandum of Understanding Last Amended: April 9, 2019 Page 5 of 5 21.SEVERABILITY. Should any provision of this Memorandum be judicially determined to be void or unenforceable, such determination shall not affect any remaining provision. 22.AMENDMENT OF MEMORANDUM. This Memorandum may be amended by a majority vote of the Committee upon ninety (90) days advance written notice of the proposed amendments to the Members and county counsels. Each Member shall approve of any amendment by signature on the Memorandum by a Member’s designated representative, or alternate, who shall have authority to execute this Memorandum. Should a Member of the Program fail to execute any amendment to this Memorandum within the time provided by the Committee, the Member will be deemed to have withdrawn from the Program on the next annual renewal date. 23.EFFECTIVE DATE OF AGREEMENT. This Memorandum shall become effective on the first effective date of coverage for the Member, or upon approval by the Employee Benefits Committee of any amendment, whichever is later. 24.EXECUTION IN COUNTERPARTS. This Memorandum may be executed in several counterparts, each of which shall be an original, all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed the Memorandum as of the date set forth below. Dated: _____________________ ____________________________________ CSAC Excess Insurance Authority Michael D. Fleming, Chief Executive Officer Dated: _____________________ ____________________________________ Name (printed) ____________________________________ Signature ____________________________________ Member Entity 4/9/19 City of Palo Alto (ID # 11029) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Investment Policy Update Title: Adoption of the Fiscal Year 2021 Investment Policy From: City Manager Lead Department: Administrative Services Recommendation Staff recommends the City Council adopt the City’s Investment Policy without any changes. Discussion During the annual budget process, staff submits the Investment Policy to Council for review and approval (Attachment A) as required in the investment policy. For Fiscal Year 2021, staff is proposing no changes to the policy. Under consideration but not recommended as part of this item is a change to the asset allocation of the investment policy. Last year, staff recommended, and the City Council approved a move to increase the local government investments percentage from 20 percent of the portfolio to 30 percent of the portfolio. Currently, staff is considering the local government investments asset allocation be increased again to 40 percent of the portfolio assets. This is being considered to help further diversify the portfolio as other investments mature and there are potentially fewer alternatives in this current financial climate. If necessary and proven to help the City’s investments, staff may bring this policy back for this revision later. Staff continue to actively manage the investment portfolio and financial marketplace given the current uncertainties and volatilities. Resource Impact There is no budget impact associated with this report. Existing staff resources will be used to manage the City’s portfolio. Policy Implications This recommendation does not represent any change to City policies. Environmental Review City of Palo Alto Page 2 The actions requested in this report do not constitute a project for the purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment A: Proposed City of Palo Alto Investment Policy, Fiscal Year 2020-2021 1 Attachment A PROPOSED CITY OF PALO ALTO Investment Policy Fiscal Year 2020-21 With No Changes INTRODUCTION The City of Palo Alto invests its pooled idle cash according to State of California law and the charter of the City of Palo Alto. In particular, the City follows “The Prudent Investor Standard” cited in the State Government Code (Section 53600.3). Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. INVESTMENT PHILOSOPHY The basic principles underlying Palo Alto's investment philosophy is to ensure the safety of public funds, provide that sufficient money is always available to meet current expenditures, and achieve a reasonable rate of return on its investments. The City's preferred and chief practice is to buy securities and to hold them to their date of maturity rather than to trade or sell securities prior to maturity. The City may, however, elect to sell a security prior to its maturity should there be a significant financial need. If securities are purchased and held to their maturity date, then any changes in the market value of those securities during their life will have no effect on their principal value. Under a buy and hold philosophy, the City is able to protect its invested principal. The economy, the money markets, and various financial institutions (such as the Federal Reserve System) are monitored carefully to make prudent investments and to assess the condition of the City’s portfolio. INVESTMENT OBJECTIVES 2 The primary objectives, in priority order, of investment activities shall be safety, liquidity, and yield: 1. Safety: Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk. a) Credit risk is the risk that an obligation will not be paid and a loss will result. The City will seek to minimize this risk by: Limiting investment to the safest types of securities or minimum credit quality rating as listed in the “Authorized Investment” section Diversifying its investments among the types of securities that are authorized under this investment policy b) Interest rate risk is the risk that changes in interest rates will adversely affect the value of an investor’s portfolio. For example, an investor with large holdings in long-term bonds has assumed significant interest rate risk because the value of the bonds will fall if interest rates rise. The City can minimize this risk by: Buying and holding its securities until maturity Structuring the investment portfolio so that securities mature to meet cash flow requirements To further achieve the objective of safety, the amount that can be invested in all investment categories, excluding obligations of the U.S. Government and its agencies, is limited either as a percentage of the portfolio or by a specific dollar amount. These limits are defined under the “Authorized Investments” section. 2. Liquidity: Liquidity is the second most important objective of the investment program. The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by maintaining a portion of the portfolio in liquid money market mutual funds or local government investment pools. In addition, the City will maintain one month’s net cash needs in short term and/or liquid investments and at least $50 million shall be maintained in securities maturing in less than two years. Although the City’s practice is to buy and hold securities to maturity, since all possible cash demands cannot be anticipated, the portfolio will consist of securities with active secondary or resale markets should the need to sell a security prior to maturity arises. 3. Yield: Yield on the City’s portfolio is last in priority among investment objectives. The investment portfolio shall be designed to obtain a market rate of return that reflects the authorized investments, risk constraints, and liquidity needs outlined in the City’s investment policy. Compared to similar sized cities, the City of Palo Alto should be able to take advantage of its relatively large reserve balances to achieve higher yields through long-term investments. In addition, the City will strive to maintain the level of 3 investment of idle funds as close to 100 percent as possible. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RESPONSIBILITIES In addition to and subordinate to the Safety, Liquidity, and Yield investment objectives , investments that support sound environmental, social and governance (ESG) objectives are also considered. While the City’s portfolio is not classified as an ESG portfolio, investments in entities that support community well-being through practices that emphasize safe and environmentally sound objectives; fair labor practices; and equality of rights regardless of sex, race, age, disability, or sexual orientation, is encouraged. Direct investments in entities that manufacture tobacco products, firearms, and engage in direct production or drilling of fossil fuels is discouraged. This section applies to new investments (after November 5, 2018) only and does not require divestment of existing investments. Investments in Certificates of Deposit (CDs) and Negotiable Certificates of Deposit are exempt from the ESG investing objective. SCOPE A. This investment policy shall apply to all financial assets of the City of Palo Alto as accounted for in the Comprehensive Annual Financial Report (CAFR), including but not limited to the following funds: 1. General Fund 2. Special Revenue Funds 3. Debt Service Funds 4. Capital Project Fund 5. Enterprise Funds 6. Internal Service Funds 7. Trust and Agency Funds B. The policy does not cover funds held by the California Public Employees Retirement System (CalPERS), the California Employers’ Retiree Benefit Trust (CERBT), Deferred Compensation programs (e.g. ICMA, Hartford), the Authority for California Cities Excess Liability (ACCEL), and the Public Agency Retirement Services (PARS) Section 115 Irrevocable Trust. C. Investments of bond proceeds shall be governed by the provisions of the related bond indentures. GENERAL INVESTMENT GUIDELINES 1. The maximum stated final maturity of individual securities in the portfolio should be ten years. 2. A maximum of 30 percent of the par value of the portfolio shall be invested in securities with maturities beyond five years. 4 3. The City shall maintain a minimum of one month’s net cash needs in short term and/or liquid investments. 4. At least $50 million shall be maintained in securities maturing in less than two (2) years. 5. Should the ratio of the market value of the portfolio to the book value of the portfolio fall below 95 percent, the Administrative Services Department will report this fact to the City Council within a reasonable time frame and evaluate whether there is any risk of holding any of the securities to maturity. 6. Commitments to purchase securities newly introduced on the market shall be made no more than three (3) working days before pricing. 7. Whenever possible, the City will obtain three or more quotations on the purchase or sale of comparable securities and take the higher yield on purchase or higher price on sale. This rule will not apply to new issues, which are purchased at market no more than three (3) working days before pricing, as well as to LAIF, City of Palo Alto bonds, money market accounts and mutual funds, all of which shall be evaluated separately. 8. Where the Investment Policy specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. A later increase or decrease in a percentage resulting from a change in the portfolio’s assets or values shall not constitute a violation of that restriction. As soon as possible, percentage limitations will be restored as investments mature in each category. AUTHORIZED INVESTMENTS The California Government Code (Sections 53600 et seq.) governs investment of City funds. The following investments are authorized: 1. U.S. Government Securities (e.g. Treasury notes, bonds and bills) Securities that are backed by the full faith and credit of the United States a) There is no limit on purchase of these securities. b) Securities will not exceed 10 years maturity. c) All purchased securities must have an explicit or a de facto backing of the full faith and credit of the U.S. Government. 2. U.S. Government Agency Securities – Obligations issued by the Federal Government agencies (e.g. Federal National Mortgage Association). 5 a. There is no limit on purchase of these securities except for: Callable and Multi-step-up securities provided that: - The potential call dates are known at the time of purchase - The interest rates at which they “step-up” are known at the time of purchase - The entire face value of the security is redeemed at the call date - No more than 25 percent of the par value of the portfolio b. Securities will not exceed 10 years maturity. 3. California State, California Local Government Agencies, and other United States State Bonds a) Having at time of investment a minimum Double A (AA/Aa2) rating as provided by a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard and Poor’s). b) May not exceed 30 percent of the par value of the portfolio. c) Investments include: i) Registered state warrants or treasury notes or bonds of the State of California and bonds, notes, warrants, or other evidences of indebtedness of any local agency within California, including bonds payable solely out of the revenues from a revenue producing property owned, controlled, or operated by the state or local agency or by a department, board, agency, or authority of the state or local agency. ii) Registered treasury notes or bond of any of the 49 United States in addition to the State of California, including bonds payable solely out of the revenues from a revenue-producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to the State of California. 4. Certificates of Deposit (CD) - A debt instrument issued by a bank for a specified period of time at a specified rate of interest. Purchase of CD’s are limited to: a) May not exceed 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution. c) Purchase collateralized deposits only from federally insured large banks 6 that are rated by a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard and Poor’s). d) For non-rated banks, deposit should be limited to amounts federally insured (FDIC). – See Appendix C e) Rollovers are not permitted without specific instruction from authorized City staff. 5. Banker's Acceptance Notes (BA) – Bills of exchange or time drafts drawn on and accepted by commercial banks. Purchase of banker’s acceptances are limited to: a) No more than 30 percent of the par value of the portfolio. b) Not to exceed 180 days maturity. c) No more than $5 million with any one institution. 6. Commercial Paper - Short-term unsecured obligations issued by banks, corporations, and other borrowers. Purchases of commercial paper are limited to: a) Having highest letter or numerical rating as provided for by a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard and Poor’s). b) No more than 15 percent of the par value of the portfolio. c) Not to exceed 270 days maturity. d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution, whichever is lesser. 7. Local Agency Investment Fund (LAIF) – A State of California managed investment pool may be used up to the maximum permitted by California State Law. 8. Short-Term Repurchase Agreements (REPO) – A contractual agreement between a seller and a buyer, usually of U.S. government securities, whereby the seller agrees to repurchase the securities at an agreed upon price and, usually, at a stated time. Purchases of REPO’s must: a) Not to exceed 1 year. b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities. 7 c) A Master Repurchase agreement must be signed with the bank or dealer. 9. Money Market Deposit Accounts – Liquid bank accounts which seek to maintain a net asset value of $1.00. 10. Mutual Funds which seek to maintain a net asset value of $1.00 and which are limited essentially to the above investments and further defined in note 9 of Appendix A a) No more than 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value with any one institution. 11. Negotiable Certificates of Deposit (NCD) issued by nationally or state chartered banks and state or federal savings institutions and further defined in note 11 of Appendix A. Purchases of negotiable certificates of deposit: a) May not exceed 20 percent of the par value of the portfolio. b) No more than $5 million in any one institution. 12. Medium-Term Corporate Notes – Issued by corporation organized and operating within the United States or by depository institutions licensed by the United States or any state and operating with the United States. a) Not to exceed 5 years maturity. b) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard & Poor’s). c) No more than 10 percent of the par value of the portfolio. d) No more than $5 million of the par value may be invested in securities of any single issuer, other than the U.S. Government, its agencies and instrumentality. e) If securities owned by the City are downgraded by Moody’s, Fitch, or Standard & Poors to a level below AA or Aa2, it shall be the City’s policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. 13. Supranational Organizations Securities – Supranational organizations refer to International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC) and Inter-American Development Bank (IADB). a. Securities will not exceed 5 years maturity. 8 b. No more than 20 percent of the par value of the portfolio. c. No more than 10 percent of the par value with any one institution. d. Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard & Poor’s). e. Limited to United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, and IADB. Appendix A provides a more detailed description of each investment vehicle and its security and liquidity features. Most of the City's short-term investments will be in securities which pay principal upon maturity, while long-term investments may be in securities that periodically repay principal, as well as interest. Most of the City's investments will be at a fixed rate. However, some of the investments may be at a variable rate, so long as that rate changes on specified dates in pre- determined increments. PROHIBITED INVESTMENTS: Includes all investments not specified above, and in particular: 1. Reverse repurchase agreements 2. Derivatives, as defined in Appendix B Appendix B provides a more detailed description of each investment, which is prohibited, for City investment. AUTHORIZED INVESTMENT PERSONNEL Idle cash management and investment transactions are the responsibility of the Administrative Services Department. The Administrative Services Department is under the control of the Director of Administrative Services (Director), as treasurer, who is subject to the direction and supervision of the City Manager. The Assistant Directors of Administrative Services (Assistant Director), who reports to the Director, are authorized to make all investment transactions allowed by the Statement of Investment Policy. The Assistant Director may authorize the Manager of Treasury, Debt & Investments and/or Senior Management Analyst (Manager and/or Analyst) to enter into investments within clearly specified parameters. The Investment function is under the supervision of the Assistant Director. The Assistant Director is charged with the responsibility to manage the investment program (portfolio), which includes developing and monitoring the City's cash flow model and developing long-term revenue and financing strategies and forecasts. The Manager and/or Analyst are subject to the direction and supervision of the Assistant Director. The Manager and/or Analyst assist the Assistant Director, in the purchase and sale of securities. The 9 Manager and/or Analyst also prepare the quarterly report, and record daily all investment transactions as to the type of investment, amount, yield, and maturity. Cash flow projections are prepared as needed. In all circumstances, approval from the Director of Administrative Services is required before selling securities from the City's portfolio. The Manager and/or Analyst may also transfer no more than a total of $10 million a day from the City's general account to any one financial institution, without the prior approval of the Assistant Director. No other person has authority to make investment transactions without the written authority of the Director or Assistant Director of Administrative Services. USE OF BROKERS AND DEALERS The Administrative Services Department maintains a list of acceptable dealers. A dealer acts as a principal in security transactions, selling securities from and buying securities for their own position. A dealer must have: a) At least three years experience operating with California municipalities; b) Maintain an inventory of trading securities of at least $10 million; and c) Be approved by the Assistant Director before being added to the City's list of approved dealers; including individual traders or agents representing a dealer: A dealer will be removed from the list should there develop a history of problems to include: failure to deliver securities as promised, failure to honor transactions as quoted, or failure to provide accurate information. SAFEKEEPING AND CUSTODY All securities shall be delivered to the City's safekeeping custodian and held in the name of the City of Palo Alto, with the exception of the following investments: a) Certificates of deposit, which may be held by the City itself. b) City shares in pooled investment funds, under contract. c) Mutual funds d) Local Agency Investment Fund (LAIF) 10 POLICY REVIEW AND REPORTING ON INVESTMENTS Monthly, the Administrative Services Department will review performance in relation to Council adopted Policy. Quarterly, the Department will report to Council investment activity, including: the portfolio’s performance in comparison to policy, explain any variances from policy, provide any recommendations for policy changes, and discuss overall compliance with the City’s Investment Policy. In addition, the Department will provide Council with: a) A detailed list of all securities, investments and monies held by the City, and b) Report on the City’s ability to meet expenditure requirements over the next six months. Annually, the Administrative Services Department will present a Proposed Statement of Investment Policy, to include the delegation of investment authority, to the City Council for review during the annual budget process. All proposed changes in policy must be approved by the Council prior to implementation. Adopted by City Council October 22, 1984 Amended by City Council June 19, 2000 Monthly reporting effective January 1985 Amended by City Council June 11, 2001 Amended and Adopted by City Council June 24, 1985 Amended by City Council June 17, 2002 Amended by City Council December 2, 1985 Amended by City Council June 17, 2003 Amended by City Council June 23, 1986 Amended by City Council June 28, 2004 Amended by City Council June 22, 1987 Amended by City Council June 20, 2005 Amended by City Council August 8, 1988 Amended by City Council June 12, 2006 Amended by City Council November 28, 1988 Amended by City Council June 11, 2007 Amended by City Council June 26, 1989 Amended by City Council June 09, 2008 Amended by City Council May 14, 1990 Amended by City Council June 15, 2009 Amended by City Council June 24, 1991 Amended by City Council June 28, 2010 Amended by City Council June 22, 1992 Amended by City Council June 20, 2011 Amended by City Council June 23, 1993 Amended by City Council June 18, 2012 Amended by City Council June 20, 1994 Amended by City Council June 03, 2013 Amended by City Council June 19, 1995 Amended by City Council June 16, 2014 Amended by City Council June 24, 1996 Amended by City Council June 15, 2015 Amended by City Council June 23, 1997 Amended by City Council June 13, 2016 Amended by City Council January 26, 1998 Amended by City Council June 27, 2017 Amended by City Council June 22, 1998 Amended by City Council November 5, 2018 Amended by City Council June 28, 1999 Amended by City Council June 24, 2019 11 APPENDIX A EXPLANATION OF PERMITTED INVESTMENTS 1. U.S. Government Securities: United States Treasury notes, bonds, bills, or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 2. U.S. Government Agency Securities: U.S. Government Agency Obligations include the securities of the Federal National Mortgage Association (FNMA), Federal Land Banks (FLB), Federal Intermediate Credit Banks (FICB), banks for cooperatives, Federal Home Loan Banks (FHLB), Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Student Loan Marketing Association (SLMA), Small Business Administration (SBA), Federal Farm Credit (FFC), and Federal Agricultural Mortgage Corporation (FAMC or FMAC).. Federal Agency securities are debt obligations that essentially result from lending programs of the Government. Federal agency securities differ from other types of securities, as well as among themselves. Their characteristics depend on the issuing agency. It is possible to distinguish three types of issues: (A) participation certificates (pooled securities), (B) Certificates of interest (pooled loans), (C) notes, bonds, and debentures. The securities of a few agencies are explicitly backed by the full faith and credit of the U.S. Government. All other issues purchased by the City have the de facto backing from the federal government, and it is highly unlikely that the government would let any agency default on its obligations. 3. Certificates of Deposit: A certificate of deposit (CDs) is a receipt for funds deposited in a bank, savings bank, or savings and loan association for a specified period of time at a specified rate of interest. Denominations are $250,000 and up. The first $250,000 of a certificate of deposit is guaranteed by the Federal Deposit Insurance Corporation (FDIC), if the deposit is with a bank or savings bank, or the Savings Association Insurance Fund (SAIF), if the deposit is with a savings and loan. CDs with a face value in excess of $250,000 can be collateralized by U.S. Government Agency and Treasury Department securities or first mortgage loans. Government securities must be at least 110 percent of the face value of the CD collateralized in excess of the first $250,000. The value of first mortgages must be at least 150 percent of the face value of the CD balance insured in excess of the first $250,000. Generally, CDs are issued for more than 30 days and the maturity can be selected by the purchaser. 4. Bankers' Acceptance: A Banker's Acceptance (BA) is a negotiable time draft or bill of exchange drawn on and accepted by a commercial bank. Acceptance of the draft irrevocably obligates the bank to pay the bearer the face amount of the draft at maturity. BAs are usually created to finance the import and export of goods, the shipment of goods within the United States and storage of readily marketable staple commodities. In over 70 years of usage in the United States, there has been no known instance of principal loss to any investor in BAs. In addition to the guarantee by the accepting bank, the transaction is identified with a specific commodity. Warehouse receipts verify that the pledged commodities exist, and, by definition, these commodities are readily marketable. The sale of the underlying goods generates the necessary funds to liquidate the indebtedness. 12 BAs enjoy marketability since the Federal Reserve Bank is authorized to buy and sell prime BAs with maturities of up to nine months. The Federal Reserve Bank enters into repurchase agreements in the normal course of open market operations with BA dealers. As are sold at a discount from par. An acceptance is tied to a specific loan transaction; therefore, the amount and maturity of the acceptance is fixed. 5. Commercial Paper: Commercial paper notes are unsecured promissory notes of industrial corporations, utilities, and bank holding companies. Interest is discounted from par and calculated using actual number of days on a 360-day year. The notes are in bearer form, with maturities up to 270 days selected by the purchaser, and denominations generally start at $100,000. There is a small secondary market for commercial paper notes and an investor may sell a note prior to maturity. Commercial paper notes are backed by unused lines of credit from major banks. Some issuer's notes are insured, while some are backed by irrevocable letters of credit from major banks. State law limits a City to investments in United States corporations having assets in excess of five hundred million dollars with an "A" or higher rating by a nationally recognized rating service for the issuer's debentures. Cities may not invest more than 25 percent of idle cash in commercial paper. 6. Local Agency Investment Fund Demand Deposit: The Local Agency Investment Fund LAIF) was established by the State to enable treasurers to place funds in a pool for investments. The City is limited to an investment of the amount allowed by LAIF (currently $40 million). LAIF has been particularly beneficial to those jurisdictions with small portfolios. Palo Alto uses this fund for short-term investment, liquidity, and yield. 7. Repurchase Agreements: A Repurchase Agreement (REPOS) is not a security, but a contractual arrangement between a financial institution or dealer and an investor. The agreement normally can run for one or more days. The investor puts up funds for a certain number of days at a stated yield. In return, the investor takes title to a given block of securities as collateral. At maturity, the securities are repurchased and the funds repaid, plus interest. Usually, amounts are $500,000 or more, but some REPOS can be smaller. 8. Money Market Deposit Accounts: Money Market Deposit Accounts are market-sensitive bank accounts, which are available to depositors at any time, without penalty. The interest rate is generally comparable to rates on money market mutual funds, though any individual bank's rate may be higher or lower. These accounts are insured by the Federal Deposit Insurance Corporation or the Savings Association Insurance Fund. 13 9. Mutual Funds: Mutual funds are shares of beneficial interest issued by diversified management companies, as defined by Section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years’ experience investing in the securities and obligations, as authorized by subdivisions (a) to (n), inclusive, of Section 53601 of the California Government Code, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the Investment Policy of the City of Palo Alto may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio; and d) The purchase price of shares of beneficial interest purchased shall not include any commission that these companies may charge. e) Have a net asset value of $1.00. 10. Callable Securities and Multi-Step-ups: Callable securities are defined as fixed interest rate government agency securities that give the issuing agency the option of returning the invested funds at a specific point in time to the purchaser. Multi-step-ups are government agency securities in which the interest rate increases ("steps-up") at preset intervals, and which also have a callable option that allows the issuing agency to return the invested funds at a preset interval. Callable and multi-step-ups are permitted, provided that: the potential call dates are known at the time of purchase; the interest rates at which they “step-up” are known at the time of purchase; and the entire face value of the security is redeemed at the call date. 14 11. Negotiable Certificates of Deposit (NCD): NCDs are large-dollar-amount, short-term certificate of deposit. Such certificates are issued by large banks and bought mainly by corporations and institutional investors. They are payable either to the bearer or to the order of the depositor, and, being negotiable, they enjoy an active secondary market, where they trade in round lots of $5 million. Although they can be issued in any denomination from $100,000 up, the typical amount is $1 million also called a Jumbo Certificate of Deposit. State law prohibits the investment of local agency funds in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or any person with investment decision making authority in the administrative, manager’s, budget, auditor-controller’s, or treasurer’s offices of the local agency also serves on the board of directors, other credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificate of deposit. 12. Medium-Term Corporate Notes: All corporate and depository institution debt securities with a maximum remaining maturity of five years or less, issued by corporations organized and operating within the United States or by depository institutions licensed by the United States or any state and operating within the United States. According to California Government Code Section 53601, “Notes eligible for investment under this subdivision shall be rated in a rating category of “A” or its equivalent or better by a nationally recognized rating service. Purchase of medium-term notes shall include other instruments authorized by this section and shall not exceed 30 percent of the agency’s moneys that may be invested pursuant to this section.” 13. Supranational Securities: California Government Code Section53601 defines allowable supranational securities as United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, the International Finance Corporation, and Inter-American Development Bank. Supranationals are well capitalized and in most cases have strong credit support from contingent capital calls from their member countries. Section 53601 was amended effective January 1, 2015 to allow local agencies to invest in the senior debt obligations of these three supranational issuers which are eligible for purchase and resale within the United States. These entities were established with the purpose of ending poverty and raising the standard of living around the world through sustainable economic growth. a) The supranationals are international organization owned by member countries. These are: International Bank for Reconstruction and Development (IBRD or World Bank), a member of the World Bank Group, provides direct loans and guarantees to sovereigns and government-backed projects International Finance Corporation (IFC), a member of the World Bank Group, supports the creation and growth of private companies through direct lending and equity investment, attracting third party capital, and providing advisory services Inter-American Development Bank (IADB), a member of the 15 Inter-American Development Bank Group, provides loans, grants, and guarantees to sovereigns in Latin America and the Caribbean b) Additional characteristics shared by the IBRD, IFC, and IADB include: Headquartered in Washington, D.C. with the United States as the largest shareholder of each organization Rated AAA/Aaa by S&P and Moody’s 16 APPENDIX B EXPLANATION OF PROHIBITED INVESTMENTS 1. Reverse Repurchase Agreements: A Reverse Repurchase Agreement (Reverse REPO) is a contractual agreement by the investor (e.g. local agency) to post a security it owns as collateral, and a bank or dealer temporarily exchanges cash for this collateral, for a specific period of time, at an agreed-upon interest rate. During the period of the agreement, the local agency may use this cash for any purpose. At maturity, the securities are repurchased from the bank or dealer, plus interest. California law contains a number of restrictions on the use of Reverse REPOS by local agencies. 2. Derivatives: A derivative is a financial instrument created from, or whose value depends on (is derived from), the value of one or more underlying assets or indices. The term "derivative" refers to instruments or features, such as collateralized mortgage obligations, forwards, futures, currency and interest rate swaps, options, caps and floors. Except for those callable and multi- step-up securities as described under Permitted Investments, derivatives are prohibited. Certain derivative products have characteristics which could include high price volatility, liquid markets, products that are not market-tested, products that are highly leveraged, products requiring a high degree of sophistication to manage, and products that are difficult to value. According to California law, a local agency shall not invest any funds in inverse floaters, range notes, or interest-only strips that are derived from a pool of mortgages. 17 APPENDIX C GLOSSARY OF INVESTMENT TERMS AGENCIES: Federal agency and instrumentality securities. ASKED: The price at which securities are offered. BID: The price offered by a buyer of securities (when one sells securities, one asks for a bid). See “Offer”. BROKER: A person or institution that conducts investment transactions on behalf of the buyer and seller of the investment and earns a commission on the transaction. COLLATERAL: Securities, evidence of deposit, or other property, which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMPREHENSIVE ANNUAL FINANCIAL REPORT (“CAFR”): The official annual report for the City of Palo Alto. It includes combined financial statements for each individual fund and account group prepared in conformity with Generally Accepted Accounting Principles and pronouncements set forth by the Governmental Accounting Standards Board (GASB). The CAFR also includes supporting schedules that are necessary to demonstrate compliance with finance-related legal and contractual provisions, extensive introductory material, and a detailed statistical section. COUPON: The annual rate of interest that a bond’s issuer promises to pay the bondholder on the bond’s face value or the certificate attached to a bond evidencing interest due on a payment date. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DEBENTURE: A bond secured only by the general credit of the issuer. DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: (1) delivery versus payment (DVP); and (2) delivery versus receipt (DVR). DVP is delivery of securities with an exchange of money for the securities. DVR is delivery of securities with an exchange of a signed receipt for the securities. DISCOUNT: The difference between the acquisition cost of a security and its value at maturity when quoted at lower than face value. A security that sells below original offering price shortly after sale, is also is considered to be at a discount. DISCOUNT SECURITIES: Non-interest bearing money market instruments that are issued a discount and that are redeemed at maturity for full face value (e.g., U.S. Treasury Bills). 18 DIVERSIFICATION: Dividing investment funds among a variety of securities that offer independent returns. FEDERAL AGRICULTURAL MORTGAGE CORPORATION (“FAMC” or “FMAC”): A federal agency established in 1988 to provide a secondary market for farm mortgage loans. Informally called Farmer Mac. FEDERAL CREDIT AGENCIES: Agencies of the Federal Government that were established to supply credit to various classes of institutions and individuals (e.g., S&Ls, small business firms, students, farmers, farm cooperatives, and exporters). FEDERAL DEPOSIT INSURANCE CORPORATION (“FDIC”): A federal agency that insures all types of deposits received at an insured bank, including deposits in a checking account, negotiable order of withdrawal (NOW) account, savings account, money market deposit account (MMDA) or time deposit such as a certificate of deposit (CD). FDIC insurance covers depositors' accounts at each insured bank, dollar-for-dollar, including principal and any accrued interest through the date of the insured bank's closing, up to the insurance limit. The FDIC does not insure money invested in stocks, bonds, mutual funds, life insurance policies, annuities or municipal securities, even if these investments are purchased at an insured bank. The FDIC does not insure U.S. Treasury bills, bonds or notes, but these investments are backed by the full faith and credit of the United States government. The standard maximum deposit insurance amount is described as the “SMDIA” in FDIC regulations. The SMDIA is $250,000 per depositor, per insured bank. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open-market operations. FEDERAL HOME LOAN BANKS (“FHLB”): Government-sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing-related assets of its members, who must purchase stock in their District Bank. FEDERAL NATIONAL MORTGAGE ASSOCIATION (“FNMA”): FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder-owned corporation. The corporation’s purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA’s securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. FEDERAL OPEN MARKET COMMITTEE (“FOMC”): The FOMC consists of seven 19 members of the Federal Reserve Board and five of the 12 Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of government securities in the open market, as a means of influencing the volume of bank credit and money. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 regional banks, and about 5,700 commercial banks that are members of the system. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION (“GNMA” or “Ginnie Mae”): Securities that influence the volume of bank credit that is guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. A security holder is protected by the full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA, or FMHM mortgages. The term “pass-throughs” is often used to describe Ginnie Maes. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow, and reasonable amount can be done at those quotes. LOCAL GOVERNMENT AGENCY: A local government agency is any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. LOCAL GOVERNMENT INVESTMENT FUND (“LAIF”): Monies from local governmental units may be remitted to the California State Treasurer for deposit in this special fund for the purpose of investment. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase-reverse repurchase agreements that establish each party’s rights in the transactions. A master agreement will often specify, among other things, the right of the buyer (lender) to liquidate the underlying securities in the event of default by the seller (borrower). MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MONEY MARKET: The market in which short-term debt instruments (e.g., bills, commercial paper, and bankers’ acceptances) are issued and traded. OFFER: The price asked by a seller of securities (when one buys securities, one asks for an offer). See “Asked” and “Bid”. 20 OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve’s most important and most flexible monetary policy tool. PORTFOLIO: A collection of securities that an investor holds. PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions, and monthly financial statements to the Federal Reserve Bank of New York, and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) -- registered securities broker-dealers, banks, and a few unregulated firms. PRUDENT INVESTOR RULE: An investment standard cited in the California Government Code Section 53600 et seq. Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. QUALIFIED PUBLIC DEPOSITORIES: A financial institution that: (1) does not claim exemption from the payment of any sales, compensating use, or ad valorem taxes under the laws of this state; (2) has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability; and (3) has been approved by the Public Deposit Protection Commission to hold public deposits. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank’s vaults for protection. SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. SECURITIES AND EXCHANGE COMMISSION: An agency created by Congress to administer securities legislation for the purpose of protecting investors in securities transactions. STRUCTURED NOTES: Notes issued by instrumentalities (e.g., FHLB, FNMA, SLMA) and by corporations, that have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative-based returns) in their debt structure. The market performance of structured notes is affected by fluctuating interest rates; the volatility of imbedded options; and shifts in the yield curve. 21 SUPRANATIONALS: International institutions that provide development financing, advisory services and/or financial services to their member countries to achieve the overall goal of improving living standards through sustainable economic growth. The California Government Code Section 53601 allows local agencies to purchase the United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter- American Development Bank (IADB). TIME CERTIFICATE OF DEPOSIT: A non-negotiable certificate of deposit, which cannot be sold prior to maturity. TREASURY BILLS: A non-interest bearing discount security that is issued by the U.S. Treasury to finance the national debt. Most T-bills are issued to mature in three months, six months, or one year. TREASURY BONDS: Long-term, coupon-bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of more than 10 years. TREASURY NOTES: Medium-term, coupon-bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of two to 10 years. YIELD: The rate of annual income return on an investment, expressed as a percentage. YIELD-TO-CALL (YTC): The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. YIELD-TO-MATURITY: The current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity. ZERO-COUPON SECURITIES: Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. City of Palo Alto (ID # 11086) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approval of MPP Agreement Title: Adoption of a Resolution Approving the Amended and Restated Market Purchase Program Agreement With the Northern California Power Agency (NCPA) and Authorizing the City Manager or Designee to Authorize NCPA to Purchase and Sell Electricity and Related Products Under the Agreement, and Approving Revisions to the City’s Energy Risk Management Policy From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council approve a Resolution (Attachment A): 1) Approving the Amended and Restated Market Purchase Program Agreement (MPP) with the Northern California Power Agency and Authorizing the City Manager or their Designee to Authorize NCPA to Purchase and Sell Electricity and Related Products Under the Agreement (Attachment B); and 2) Approving revisions to the City’s Energy Risk Management (ERM) Policy to enable transacting under the MPP Agreement (Attachment C). Executive Summary The City has long utilized services provided by the Northern California Power Agency (NCPA) to more effectively manage the electric utility and lower operating costs. Entering into the Amended and Restated Market Purchase Program (MPP) Agreement will enable the City to utilize NCPA staff and resources for the City’s medium-term electric portfolio planning and resource management functions, functions that are currently carried out in-house. Authorizing NCPA to purchase and sell market power, resource adequacy capacity products, and renewable energy credits on behalf of the City will enable Palo Alto to achieve operational efficiencies and free up additional staff time to devote to other projects and programs. The purchases and sales made by NCPA on Palo Alto’s behalf under the MPP Agreement will conform to NCPA’s Energy Risk Management Policy and Regulations, and to the City’s Energy Risk Management Policies, as amended. Proposed revisions to the City’s Risk Management Policy reflect the changes to the transacting processes under NCPA’s MPP. In the event of a conflict between the City’s and NCPA’s ERM governing documents, staff will direct NCPA to adhere to the City’s Policy via staff’s authorization of individual transactions under the MPP. Background City of Palo Alto Page 2 The City is a founding member of NCPA (founded in 1968), a joint action agency providing members with opportunities for joint ownership of generation, transmission and other projects, as well as supporting programs such as electrical load and supply balancing services and legislative advocacy to publicly owned utilities throughout Northern California. The City currently participates in various services and programs offered by NCPA. The City purchases most of its electric power through long-term contracts and has enough renewable and carbon-free power to meet its electric load on an annual basis. However, in certain months the utility has a surplus of energy, and in others, a deficit. The City sells energy when it has a surplus and purchases it when it has a deficit. In addition, during years when low rainfall results in lower output from its hydroelectric generators, the City may need to purchase additional energy (or, conversely, sell additional energy in years with heavy rainfall). Staff purchases and sells most of its energy three months to three years ahead to hedge against major unexpected spikes or drops in market prices in the more volatile short-term energy markets. To-date in-house staff has managed these transactions. Discussion Overview of the MPP Program and Advantages of Palo Alto Joining the Program NCPA established the Market Purchase Program in 2007 to expand NCPA’s services beyond the short- term services provided under its Pooling and Scheduling Coordination Program Agreements. Under these agreements, NCPA balances members’ electric loads and supplies on a daily, hourly, and sub- hourly basis. Under the MPP, participating members authorize NCPA to undertake on their behalf transactions of durations of greater than a month – in some cases for durations of multiple years, depending on member governing body approvals. Since Palo Alto had already established a robust process to transact electric supplies for terms greater than a month, Palo Alto did not join the MPP program at its inception. However, as NCPA’s program has now matured with eight MPP members1 and the volume of Palo Alto’s own transactions of durations greater than a month has diminished in recent years2, Palo Alto staff sees greater synergies in joining the MPP program and discontinuing Palo Alto staff’s independent efforts in this regard. Transactions undertaken under the MPP will be for applicable electricity supply-related products from the Authorized Products list of Palo Alto’s Energy Risk Management Policy (ERMP) 3. City staff will continue to transact for natural gas products under City’s existing ERM Program. The electricity-related products the City expects to have NCPA transact for consist of purchases and sale of energy, resource adequacy capacity and renewable energy certificates. The volume of these transactions may vary between $7 million to $20 million depending on the level of hydroelectric production in a given year. 1 The current MPP members are: the cities of Alameda, Biggs, Gridley, Healdsburg, Lodi, Lompoc, Ukiah, and the Bay Area Rapid Transit district (BART). 2 The City’s transactions in the medium term (one month to 36 months in duration), have declined considerably in recent years because Palo Alto has entered into numerous 25-30 year long power purchase agreements for solar photovoltaic and other renewable energy supplies. For example, the average annual volume of transaction by staff during the CY 2010-11 timeframe was $19 million and that in the CY 2018-19 timeframe was $12 million. 3 The City Council last approved an update to the Energy Risk Management Policy in December 2018 (Staff Report # 9813). Authorized Products, listed in Section G of the City’s ERM Policy, include electrical energy, capacity, ancillary services, electric heat rate products, Renewable Energy Certificates, and Low Carbon Fuel Standard credits, as well as gas, transmission, and storage. City of Palo Alto Page 3 Staff estimates that approximately 0.25 FTE to 0.35 FTE of Palo Alto staffing time could be saved by NCPA taking on this role, enabling these staff to perform other functions. In addition, it will decrease the extent of management oversight needed, shifting from day to day oversight to more programmatic oversight of NCPA’s procurement practices. The cost of participating in the program is estimated at $50,000 per year. Even though from a purely financial perspective, joining this program may only offer a break-even proposition, the operational efficiency benefits that it would enable makes joining the program an attractive option. Authorization and Oversight of MPP Transactions The City and NCPA closely coordinate the City’s load, scheduling and resource needs, and this will continue with the City’s participation in the MPP. Upon Council approval, transactions under the MPP Program will be authorized by a member’s Utilities Director (UD) (through a delegation of authority from the City Manager) and approved as to form by the City Attorney. Upon authorization, the transactions will be undertaken by NCPA staff in accordance with NCPA’s ERMP. When a member authorizes NCPA to undertake a transaction with a third party on its behalf, the member ensures NCPA’s procurement process substantially conforms with the member’s own procurement process, ERMP, and Guidelines4. If NCPA’s requirements differ substantially from the City’s, staff will require additional conditions as needed to ensure each transaction meets the City’s requirements. Specifically, Sec 2.30.340(c) of the City’s municipal code requires standard terms for wholesale utilities commodities and services contracts, including the use of standard form contracts such as those of the Edison Electric Institute, and the Western States Power Pool, Inc. These agreements are the same master agreements approved for use by NCPA in Exhibit E to the MPP. In addition, unless waived by Council action, a contract for electricity wholesale utility commodities and services must include the following terms: (1) governing law of the state of California; (2) choice of venue in Santa Clara county; and (3) a counterparty credit rating of at least BBB- established by Standard & Poors and a Baa3 credit rating established by Moody's Investors Services. In addition, the Sec. 2.30.340(d) of the City’s municipal code permits NCPA to purchase and sell wholesale utility commodities and services on the City’s behalf, provided that NCPA’s procurement process is substantially similar to the City’s, unless such compliance is waived by Council action.5 Section (d)(2) requires the City Attorney to determine whether NCPA’s procurement process is substantially compliant with the City’s, and deems NCPA’s process compliant if NCPA conducts a formal proposal solicitation process, and executes a standard form contract requiring the governing law, venue and credit terms listed above. Council is permitted to waive these requirements, as appropriate. Palo Alto Utilities staff, the City’s Procurement Officer, and the City Attorney’s Office have undertaken a review of NCPA’s current processes and controls and have determined that NCPA’s procurement process and risk guidelines for MPP transactions are substantially similar to the City’s. Key elements of NCPA’s procurement and ERMP controls in place are listed below. Please refer to the table in Appendix 1 at the bottom of the document for more detail. 5 Similarly, transactions may be exempted from competitive solicitation under Section 2.30.360(l) of the City’s municipal code, so long as NCPA’s solicitation method and contract form is substantially similar to that required by the City’s municipal code. City of Palo Alto Page 4 1. Clearly defined roles, responsibilities, and authority 2. Segregation of duties and delegation of authority 3. Avoidance of speculation and conflict of interest 4. Competitive procurement process 5. Counterparty credit management 6. Transactions limited to authorized products 7. Risk management reporting and management oversight 8. Master agreement contracting terms with vendors The City is represented on NCPA’s governing board, the NCPA Commission, and several other oversight committees, including the energy Risk Oversight Committee which provides oversight over controls established for transactions under the MPP program, as the City’s Utilities Risk Oversight and Control Committee does for transactions handled in-house. Overall, NCPA has a proven track record of performing these functions for eight other members over the past thirteen years and is well positioned to do the same for Palo Alto for the foreseeable future. In the event the City later decides to bring this function back in-house, or outsources it to a third party, the transition will likely take a year to accomplish, to train staff and have the new process in place. The MPP agreement requires a two-year notice to withdraw from the agreement. Recommended Approval of Resolution The resolution (Attachment A) recommending Council approval includes the following stipulations for approving the MPP agreement and for transactions executed under the agreement: 1. Transaction terms may not exceed five-years. 2. Transactions must be pre-authorized by the City Manager or the Utilities Director. 3. While the term of the MPP Agreement with NCPA extends until NCPA terminates upon 2 years’ written notice to all participations, staff recommends setting a City-imposed limit of Dec. 31, 2040 on the City’s participation in the MPP. In 2038, staff will bring a recommendation to terminate or extend participation in this program to Council and work with NCPA to implement Council’s action accordingly. 4. There will be no transaction dollar limit, since the annual transaction costs can vary widely from $7 million to $20 million depending on the year and the City’s procurement needs; however, the City’s transaction volume under the MPP Agreement in any given fiscal year may not exceed the Council-approved budget for that fiscal year, and transactions will be limited to those that meet Palo Alto’s need for electricity-related Authorized Products, as defined in the City’s Energy Risk Management Policy. 5. Transactions must comply with the City’s Energy Risk Management Policy, Energy Risk Management Guidelines and Municipal Code, including but not limited to sections 2.30.340(c) and (d), which require certain standard contract terms and forms for wholesale utilities commodities and services contracts, and set forth the process by which NCPA may purchase and sell wholesale utility commodities and services on the City’s behalf; 6. Transactions will be exempt from competitive solicitation under Section 2.30.360(l), so long as NCPA’s solicitation method and contract form is substantially similar to that required by the City’s municipal code. City of Palo Alto Page 5 As each transaction is considered, Utilities staff will compare NCPA and Palo Alto procurement policies and notify the City Attorney and Procurement Officer of any changes to ensure the appropriate level of review for determining whether NCPA’s procurement methods are substantially similar to the City’s. In addition, staff proposes revisions to the City’s ERMP to recognize the role of NCPA and the MPP agreement to manage electric supply to optimally serve the City’s electrical loads, resource management and regulatory compliance needs. The City plans to retain the ability and systems to independently perform these functions the through CY 2021, in the event there is a need to do so due to unforeseen circumstances. Public Engagement Contracting for energy supply through the MPP agreement is a process to streamline internal operations and hence there was no public engagement in this regard. Resource Impact Execution of the MPP Agreement will lower Palo Alto staffing by approximately 0.25 FTE to 0.35 FTE (including both utility and General Fund staffing costs). This benefit will be offset by an increase in annual NCPA management services cost of up to $15,000. Also, in order to participate in the MPP, Palo Alto needs to maintain financial reserves at NCPA sufficient to cover the cost of transactions for the highest three months, which is estimated currently at $4 to $8 million. Staff anticipates providing a letter of credit (LOC) to cover this obligation, the cost of which is estimated to be $35,000 per year. This amounts to a total cost of $50,000 per year, for Palo Alto to participate in the MPP. In addition, Palo Alto would incur a one-time fee of $25,000 for the initial bank LOC set up. Overall, the net financial impact of transacting through NCPA will be close to neutral to the electric utility, but will help further streamline operations internally, lower the extent of management oversight needed and free up staff time to work on other projects and programs. Policy Implications Entering into the MPP agreement to contract for services from NCPA is consistent with the Utilities Department’s Strategic Plan mission statement of “providing safe, reliable, environmentally sustainable, and cost-effective services.” Environmental Review The Council’s adoption of a resolution authorizing the City Manager to execute the attached MPP Agreement, and amending the City’s ERMP, does not require California Environmental Quality Act review, because these actions are not projects under section 21065 of Public Resources Code and section 15378(b)(5) of CEQA Guidelines, as administrative governmental activities which will not cause a direct or indirect physical change in the environment. City of Palo Alto Page 6 Appendix 1 Table 1. Comparison of the elements of Palo Alto’s and NCPA’s procurement and ERMP City Energy Risk Management Policy (ERMP) and Guidelines (Guidelines) NCPA Energy Risk Management Policy (NCPA ERMP) and Energy Risk Management Regulations (Regulations) 1. Clearly defined roles, responsibilities, and authority Section C of the ERMP: Section C defines the overall roles and responsibilities for the City’s implementation of the ERM Policy. Additionally, the ERM Guidelines and Procedures contain more specific information describing these roles and responsibilities within the energy risk management program structure at the City. The ERMP describes the roles and responsibilities of the City Council, Utilities Advisory Council, City Manager, Utilities Risk Oversight and Coordinating committee, CPAU’s ASD, and the Front Office, Middle Office, and the Back Office. Section 4 of the NCPA ERMP, Section 4 of the Regulations: Section 4 of the NCPA ERMP defines the overall roles and responsibilities for implementation of NCPA’s Energy Risk Management Policy. It outlines the basic roles and responsibilities of each function – the NCPA commission, General Manager, Risk Oversight Committee, Risk Management Committee, Front Office, Middle Office, Back Office. Specific details and the specific roles and responsibilities of the oversight and operational divisions within the ERMP structure at NCPA are outlined in the Energy Risk Management Regulations document, developed by the ROC and revised from time to time. City of Palo Alto Page 7 2. Segregation of duties and delegation of authority Section C of the ERMP: Section C describes segregation of duties and delegation of authority, by describing the roles and responsibilities of the City Council, Utilities Advisory Council, City Manager, Utilities Risk Oversight and Coordinating committee, CPAU’s ASD, and the Front Office, Middle Office, and the Back Office. Section 3.3 of the NCPA ERMP: Section 3.3 of the NCPA ERMP states that responsibilities related to energy transacting shall be segregated in a manner consistent with the control principles listed in Section 3.1 of the NCPA ERMP, by means of clearly defined roles and responsibilities for the Front Office, Middle Office and Back Office operations. Specific roles, responsibilities and organizational structure of these functions are outlined in Section 4. Section 3.3 also states that controls shall be fully integrated into all business activities of NCPA and there shall be active participation by senior management in risk management processes. 3. Avoidance of speculation and conflict of interest Section D.1 of the ERMP: The ERMP prohibits speculative buying and selling of energy products, defining speculative buying as buying energy not needed for meeting forecasted load or selling energy that is not owned. The ERMP prohibits entering into transactions for the purpose of speculating on market conditions. Section 2.5 of the NCPA ERMP: The NCPA ERMP’s “Purchase to Cover Load Serving Obligations: No Speculation” section highlights that NCPA’s overall objective for energy procurement activities is to cover the load serving obligations of members. It prohibits NCPA from engaging in activities that expose NCPA or its members to speculative transacting risks, and dictates that NCPA shall only utilize approved transaction parameters as determined by the ROC and outlined in the Energy Risk Management Regulations. 4. Competitive procurement process Section D.3 of the ERMP, Section J.3 of Guidelines: ERMP and Guidelines state that, unless otherwise authorized, traders shall attempt to obtain quotes from at least three eligible counterparties. If fewer than three counterparties are eligible, traders should proceed with as many as possible. Section 2.30.340 of the City’s Municipal Code provides additional detailed procurement requirements for wholesale utility commodity transactions. Section 10.3.2 of the NCPA ERM Regulations: The NCPA ERM Regulations describe the following competitive procurement requirements: For Approved Product transactions scheduled for delivery further than one (1) week in advance, quotes for forward commitments, with the exception of exchange traded transactions, must be obtained competitively from available and approved counterparties, consistent with the size and type of transaction and counterparty. Alternatives are to be evaluated on an equivalent basis. Front Office staff must obtain quotes from at least two (2) qualified suppliers, with the exception of member-to-member transactions, if two (2) approved City of Palo Alto Page 8 counterparties are available. Alternatives are to be evaluated on an equivalent basis. 5. Counterparty credit management Section E of the ERMP: The Palo Alto ERMP discusses strategies to minimize credit exposure risks related to wholesale commodity transactions and potentially defaulting counterparties. PAMC Section 2.30.340 sets forth creditworthiness standards and contractual provisions applicable to wholesale utility commodity contracts. As such, transactions carried are limited to counterparties with a Standard and Poor’s issuer rating of BBB- or better, or a Moody’s Investor Services issuer rating of Baa3 or better. Council can approve exemptions to counterparty credit requirements under PAMC Section 2.30.340(c). In addition, Appendix 1, Section 1 of the Guidelines establishes the maximum counterparty transaction limits and credit exposure limits. Section 2.1 of the NCPA ERMP: The NCPA ERMP has requirements similar to that described in PAMC Section 2.30.340, that for all fixed price energy transactions, the counterparty must possess at least a BBB- (or equivalent investment grade rating) by a nationally recognized statistical rating organization (NRSRO). NCPA staff may consider counterparties with a rating below investment grade, or a counterparty without a NRSRO rating on a case-by-case basis with the approval of the ROC. In addition, Section 18.2 of the Regulations establishes maximum counterparty transaction limits and credit exposure limits. 6. Transactions limited to authorized products Section G of the ERMP: Section G of the ERMP lists the types of products the City Manager can transact for under Council-approved Master Agreements. Section 20.2 of the Regulations: Section 20.2 describes the “Approved Products”, or the types of Energy related products that NCPA is authorized to transact, and Appendix 6 Regulations lists these Approved Products. 7. Risk management reporting and management oversight Section F of ERMP, and Section G of the Guidelines: The ERMP highlights the importance of reporting critical information to relevant parties as a key component of energy risk management. The ERMP and the ERM guidelines describe the various types of reports required of the different units in the risk management organizational structure, the content of the reports, and the frequency of producing those reports. Several sections of NCPA’s ERM Regulations describe various risk management reporting requirements such as NCPA members’ open positions reporting, compliance exceptions reporting, market data monitoring and reporting, counterparty exposure and transaction limits reporting, etc. Appendix 7 of the document lists the entire set of required management reports and reporting frequency. Section 3 of the ERMP outlines control City of Palo Alto Page 9 Appendix 5 of the ERM guidelines lists the entire set of required management reports and reporting frequency. principles that include accurate and effective management reporting, and performance measurement and reporting. 8. Master agreement contracting terms with vendors Section F of ERM guidelines: Section F of ERM guidelines describes counterparty contractual guidelines such as required contract terms with vendors, preferred credit contract form and terms, and compliance with Section 2.30.340 of the City’s Municipal Code. Section 14 and Section 20 of the Regulations: Section 14 discusses contract terms to address counterparty and credit risk, and Section 20 discusses wholesale credit/counterparty management strategies (including Master Enabling Agreements). Attachments: • Attachment A: Resolution Approving MPP and Modifications to ERMP ATTACHMENT A NOT YET APPROVED 6055374 Resolution No. Resolution of the Council of the City of Palo Alto Approving the Amended and Restated Market Purchase Program Agreement with the Northern California Power Agency, Authorizing the City Manager or Their Designee to Authorize NCPA to Purchase and Sell Electricity and Related Products Under the Agreement, and Approving Revisions to the City’s Energy Risk Management Policy R E C I T A L S A. The City of Palo Alto (City, Member, Participant) is a founding member of the Northern California Power Agency (NCPA), a joint action agency providing members with opportunities for joint generating, transmission and other projects, as well as supporting programs such electrical load and supply balancing services and legislative advocacy to publicly owned utilities throughout Northern California. B. NCPA offers its members additional support services such as transacting in energy supplies and related products for durations of greater than one month. These energy products include the purchase and sale of energy, electrical resource adequacy capacity, renewable energy credits and other authorized electricity-related products as outlined in Section G of the Council-approved Energy Risk Management Policy. C. Approval of the attached Market Purchase Program (MPP) Agreement between the Northern California Power Agency (NCPA) and the City will provide the opportunity for the City to receive the benefit of these new services. D. Section 6.3 of the MPP Agreement provides that the City’s Designated Representatives are responsible for committing to individual transactions on behalf of City and that the governing board of said member delegates authority to NCPA to bind the City/Participant to contractually receive and pay for service offerings in writing through a Participant Authorization process. E. In addition, the City’s participation in the MPP Agreement requires revisions to the City’s Energy Risk Management Policy to recognize NCPA’s role to transact in energy supply products for durations greater than a month, and to stipulate that such transactions will be undertaken under the framework of NCPA’s Energy Risk Management Policy, with additional conditions, if any, imposed by staff upon each transaction as needed to conform to City’s ERM Policy, Guidelines and Municipal Code. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council approves and authorizes the City Manager or their designee to execute the Market Purchase Program Agreement (MPP Agreement) (Attachment B) between the Northern California Power Agency and the City of Palo Alto ATTACHMENT A NOT YET APPROVED 6055374 under which the City may authorize NCPA to purchase and sell electricity and related products on behalf of the City; SECTION 2. The Council designates the Utilities Director as the City’s Designated Representative under the MPP Agreement to authorize NCPA to purchase and sell electricity and related products on behalf of the City, subject to the following conditions: a. Transaction terms may not exceed five years; b. Transactions must be pre-authorized by the City Manager or the Utilities Director. c. The City’s transaction volume under the MPP Agreement in any given fiscal year may not exceed the Council-approved budget for that fiscal year, and transactions will be limited to those that meet Palo Alto’s need for electricity- related Authorized Products, as defined in the City’s Energy Risk Management Policy. d. Transactions must comply with the City’s Energy Risk Management Policy, Energy Risk Management Guidelines and Municipal Code, including but not limited to sections 2.30.340 (c) and (d), which require certain standard contract terms and forms for wholesale utilities commodities and services contracts, and set forth the process by which NCPA may purchase and sell wholesale utility commodities and services on the City’s behalf; e. Transactions will be exempt from competitive solicitation under Section 2.30.360(l), so long as NCPA’s solicitation method and contract form is substantially similar to that required by the City’s municipal code. SECTION 3. The Council authorizes the City’s participation in the MPP until the end of 2040. In 2038, staff will bring a recommendation to Council to terminate or extend participation in the MPP, and will work with NCPA to implement Council’s direction accordingly. SECTION 4. The Council approves modifications to the City’s Energy Risk Management Policy (Attachment C) to recognize the role of NCPA in transacting electric energy-related products under the MPP agreement. // // // // // // ATTACHMENT A NOT YET APPROVED 6055374 SECTION 5. The Council’s adoption of this Resolution authorizing the City Manager to execute the attached MPP Agreement, and amending the City’s ERMP, does not require review under the California Environmental Quality Act, because these actions are not projects under section 21065 of Public Resources Code and section 15378(b)(5) of CEQA Guidelines, as administrative governmental activities which will not cause a direct or indirect physical change in the environment. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Utilities Director of Administrative Services City of Palo Alto (ID # 11135) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Charleston/Arastradero Corridor Project Caltrans Maintenance Agreement Resolution Title: Adoption of a Resolution to Approve Amendment Number 2 to the Agreement for Maintenance of State Highways in the City of Palo Alto With the State of California for Capital Improvement Program Project Charleston/Arastradero Corridor Project, PE-13011, and Authorization of the City Manager or Designee to Execute the Amendment From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council adopt the attached resolution (Attachment A) approving Amendment No. 2 to the Agreement for Maintenance of State Highways in the City of Palo Alto with the State of California, to assign maintenance responsibilities to the City for certain non- State standard improvements installed by the City at intersections along State Highways in Palo Alto pursuant to past and future encroachment permits issued by the State; and authorize the City Manager or his designee to sign Amendment No. 2 to the Agreement for Maintenance of State Highways in the City of Palo Alto (Attachment B). Background The Maintenance Agreement with the State was executed and made effective on July 1, 2007, providing a Delegation of Maintenance to the City, as further detailed in Exhibit A of the attached Maintenance Agreement, covering all routine maintenance for work on State Highways, existing features such as sidewalks, lighting, landscaping, and structural maintenance of bridges and overpasses that lie within Palo Alto City limits. Amendment No. 1 to the Maintenance Agreement, which was approved by Council on December 6, 2010 (CMR: 430:10), added that the City would maintain the non-State standard improvements (Decorative Signal Poles and Asphalt Concrete Colored Coating for the crosswalk) that the City installed in 2011 as part of the El Camino Real/Stanford Avenue Streetscape Project under an encroachment permit issued by the State. Such maintenance includes repair, repainting, and replacement of all non- State standard signal pole features by the City when needed. To date, no maintenance or repair has been needed for these added features. CITY OF PALO ALTO City of Palo Alto Page 2 The State currently operates and maintains all the traffic signals and safety lighting along El Camino Real. If the City elects to place decorative poles, the City would be responsible for only the physical elements such as painting and graffiti removal. Discussion Amendment No. 2 to the Maintenance Agreement allows the City to avoid entering into a Maintenance Agreement each time the City plans to do a project that takes place along El Camino Real. The City would still be required to obtain an Encroachment Permit from the State for any work that takes place on the State right-of-way, which would include review and approval of any non-State standard improvements contemplated under this Amendment No. 2. Amendment No. 2 provides for the City to maintain all non-state standard items installed by the City under future Encroachment Permits issued by the State, and at intersections along El Camino Real (State Route 82) in the City of Palo Alto. Maintenance shall include, but not be limited to, repairing, painting and replacement, when needed, of: all non-State standard items, including but not limited to, decorative signal poles; decorative push button posts; decorative lighting; decorative pavement crosswalks; and green/enhanced bike lane markings that are placed for the benefit of pedestrians and bicyclists. Phase 3 of the Charleston/Arastradero Corridor Project will be installing decorative signal poles, decorative pavement crosswalks, enhanced bike lane markings that will cross El Camino Real, and new landscaping at the northeast and southeast corners of the intersection. Policy Implications This recommendation does not represent any changes to existing City policies. Resource Impact This Amendment does not increase or add any additional budget to the City’s ongoing and future operating budget. All future City Capital Improvement Program (CIP) projects will go through the required City review and Council approval process. Each individual project would consider any additional budget required for maintenance costs of additional improvements proposed as part of the CIP project. Stakeholder Engagement For the Charleston-Arastradero Corridor Project (CIP# PE-13011), several community outreach meetings were held during the design process which included the discussion of the proposed plans for the El Camino Real and Arastradero Road intersection. The responses from these meetings were supportive of the proposed changes. Environmental Review This Amendment is not a project under the California Environmental Quality Act (CEQA). It is an administrative action to assign maintenance responsibilities in the future. The installation of any improvements that may be subject to this assignment of responsibilities will be reviewed City of Palo Alto Page 3 under CEQA prior to approval of such installation. Attachments: •Attachment A: Resolution •Attachment B: Amendment 2 of Agreement Not Yet Approved Resolution No. ____ Resolution of the Council of the City of Palo Alto Approving Amendment No. 2 to the Agreement Between the City of Palo Alto and the State of California for Maintenance of State Highways in the City of Palo Alto to Add Maintenance Provisions for City-Installed Improvements at Intersections Along State Highway Route 82 Under Encroachment Permits Issued by the State RECITALS A.An Agreement for Maintenance of State Highways in the City of Palo Alto, as provided for in Section 130 of the Streets and Highways Code, was executed by and between the City of Palo Alto and the State of California and made effective on July 1, 2007 (“Agreement”). B.Amendment No. 1 to the Agreement was executed and made effective on January 5, 2011, to address maintenance of improvements installed at the intersection of Stanford Avenue and State Highway Route 82. C.The City Council is familiar with the Agreement, as amended, and with the rights and duties of the State of California Department of Transportation and the City of Palo Alto under that Agreement. D.The parties wish to further amend the Agreement by adding Amendment No. 2 to address maintenance of improvements that the City may install in the future at intersections along State Highway Route 82 in Palo Alto pursuant to encroachment permits issued by the State. E.Amendment No. 2 would become effective as of the date of full execution by the parties and would remain in effect until amended or terminated as provided in the Agreement. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City Council resolves that Amendment No. 2 to the Agreement for Maintenance of the State Highways in the City of Palo Alto is hereby approved. // // // Attachment A Not Yet Approved SECTION 2. The City Manager or his designee is hereby authorized and directed to execute the same for and on behalf of the City of Palo Alto, and the City Clerk is authorized and directed to attest his signature. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: _____________________________ ______________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _______________________________ _______________________________ Assistant City Attorney City Manager Attachment B 1 AMENDMENT NO. 2 TO AGREEMENT FOR MAINTENANCE OF STATE HIGHWAYS IN THE CITY OF PALO ALTO This Amendment No. 2 to the Agreement for Maintenance of State Highways in the City of Palo Alto is made and entered into this ____ day of _____________, 2020, by and between the State of California, acting by and through the Department of Transportation, hereinafter referred to as “STATE”, and the City of Palo Alto, a California chartered municipal corporation, hereinafter referred to as “CITY”. STATE and CITY are collectively referred to herein as the “PARTIES”. WITNESSETH: WHEREAS, an Agreement for Maintenance of State Highways in the CITY OF PALO ALTO, as provided for in Section 130 of the Streets and Highways Code, was executed by the PARTIES and made effective on July 1, 2007 (“AGREEMENT”); and WHEREAS, under the AGREEMENT, the CITY has maintenance responsibilities over certain improvements that the CITY installed at identified intersections under a specific encroachment permit or permits issued by the STATE; and WHEREAS, the PARTIES amended the AGREEMENT by that certain Amendment No. 1 entered into and effective January 5, 2011, assigning maintenance responsibilities to the CITY for two additional improvement items installed at the intersection of Stanford Avenue and State Highway Route 82 under a subsequent encroachment permit issued by the STATE; and WHEREAS, the PARTIES now desire to further amend the AGREEMENT to assign maintenance responsibilities to CITY for certain non‐State standard improvements installed by the CITY at intersections along State Highways in Palo Alto pursuant to past and future encroachment permits issued by the STATE. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of the AGREEMENT, the PARTIES agree as follows: 1.Footnote number 9 on Page 7 of 12 of Exhibit “A”, entitled “Delegation of Maintenance”, to the AGREEMENT, as amended by Amendment No. 1, is hereby amended to read as set forth in footnote number 9 on the attached Page 7 of 12 of Exhibit “A”, entitled “Delegation of Maintenance”. The attached Page 7 of 12 of said Exhibit “A” is hereby incorporated herein in full by this reference. 2.Except as herein modified, all other provisions of the AGREEMENT, as amended by Amendment No. 1, including all exhibits, shall remain in full force and effect. 2 3.This Amendment No. 2 shall become effective on the date first written above and shall remain in full force and effect until amended or terminated as provided in Article XIII of the AGREEMENT. 4.The PARTIES are empowered by Streets and Highways Code Sections 114 and 130 to enter into this Amendment No. 2 and have delegated to the undersigned the authority to execute this Amendment No. 2 on behalf of the respective agencies and each covenants to have followed all the necessary legal requirements to validly execute this Amendment No. 2. IN WITNESS WHEREOF, the PARTIES hereto have by their duly authorized representatives executed this Amendment on the day and year first above written. CITY OF PALO ALTO STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION By: __________________________ City Manager TOKS OMISHAKIN Director of Transportation Attest: By: __________________________ City Clerk By: ___________________________ David Ambuehl Deputy District Director Maintenance District Approved as to Form: By: __________________________ Assistant City Attorney DMA PA Effective July 1, 2007 Amendment No. 1, September 2010 Amendment No. 2, June 2020 Page 7 of 12 EXHIBIT “A” Footnotes (continued): 6. CITY will regulate temporary street closures on El Camino Real (State Route 82) in accordance with Palo Alto Ordinance No. 2593 as approved by the Department of Public Works on July 21, 1971. 7.STATE shall maintain drainage structures and waterways, including storm drainage grates. 8. Hardscaping, installed by CITY under encroachment permit, in the median will be maintained by CITY, at CITY expense, Unplanted and paved medians will be maintained by STATE, at STATE expense. 9.* CITY will maintain all non‐STATE standard items installed by the CITY, under various past Encroachment Permit (including No. 0410‐NMC‐1040 at Stanford Avenue and State Route 82); as well as any work done under any future Encroachment Permit issued by the STATE, at intersections along State Route 82 in the City of Palo Alto. Maintenance shall include, but not be limited to landscaped areas or other ornamental plantings; sidewalks, curbs and gutters; non‐STATE standard materials; non‐STATE standard equipment (including devices to assist Pedestrian Safety) or pavement markings (including bicycle markings) or pavement treatments, in and near crosswalks. STATE will continue to operate and maintain the signal and safety lighting at all intersections along State Route 82 in the City of Palo Alto. (Exception: Installation of Regional Water Quality Control Board mandated items installed by the CITY under an Encroachment Permit, will require the City to obtain a new Maintenance Agreement covering this work prior to installation). *Amended by Amendment No. 2 City of Palo Alto (ID # 11147) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Award of PDS On-Call Contracts (Planning) Title: Approval of Eight On-call Consulting Contracts Totaling $1.5 Million Over a Four-Year Term to Provide Expertise for Long Range Planning Projects, Application Processing, and Environmental Review in the Department of Planning & Development Services, With all Work Subject to Assigned Task Order and Availability of Funds From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the following eight contracts. The total cumulative contract authority for all contracts combined is not to exceed $1.5 million over a four-year term. The firms will provide on-call support associated with long range planning, application processing, historic and environmental review. Use of the contracts must be consistent with the funding available in the adopted budget(s). The contracts are: a. Contract C20178879 with Arnold Mammarella Architecture and Consulting; b. Contract C20178878 with Metropolitan Planning Group; c. Contract C20178882 with Placeworks, Inc.; d. Contract C20178877 with Lexington Planning; e. Contract C20178891 with Michael Baker International, Inc.; f. Contract C20178881 with Page Southerland Page AE; g. Contract C20178883 with Rincon, and; h. Contract C20178884 with Urban Planning Partners, Inc. Executive Summary The Planning & Development Services (PDS) Department uses “on-call” consultants to secure specific expertise for a variety of Current Planning and Long-Range Planning projects. The City of Palo Alto Page 2 current contracts expire on July 1, 2020. The department conducted a competitive solicitation process to identify the firms best-suited to provide specific expertise and consultant support on an as-needed basis. Approval of these contracts address gaps in expertise and provide supplemental staff resources. The cost for many of these on-call services are offset by fees for service, as listed in the Municipal Fee Schedule. For example, environmental services for private development projects would all be offset by development application fees. Long range planning services are not fully covered by fees. These services may include preparation of a Housing Element, economic analyses, or development of new policies or municipal codes. Although the original anticipated contract amount was $5.0 million, given the current financial constraints imposed by the COVID-19 pandemic, staff requests Council approval for an initial, reduced, contract authority of up to $1.5 million. It is anticipated that within the next two years, as the economy improves or more work is directed by the City Council, staff will need to return to Council for additional contract authority. Staff negotiated with these firms resulting in a rate reduction for most contracts in the range of 10 – 15% percent from the rates they initially proposed, providing increased value for the City. The Department will only assign work to consultants when projects require specific expertise not available through city staff. Further, no work will be commenced under these contracts unless funding is available within the Adopted Operating Budget. Discussion The Department’s existing three year on-call contracts, approved in 2017, are expiring. Staff anticipates the need for consultant planning services to support department activities. New contracts are needed to ensure continued service delivery that is efficient, reliable, responsive, and cost-effective. The department relies on the use of on-call service providers to provide expertise such as architectural consulting, historic preservation review, and environmental review. Consultants have also addressed needs in workload related to development activity (applications submitted) and additions to the department’s work program. The department selects a pool of on-call consultants to keep selected firms competitive in the areas of capabilities and pricing and available to assist on short-term notice. The City issued a Request for Proposals (RFP) on December 23, 2019 to identify consultants with extensive experience working with public entities. The RFP provided a complete list of the types of services that PDS may need from on-call consultants over the next four years. The City received 14 proposals by the February 6, 2020 due date. An evaluation panel reviewed and City of Palo Alto Page 3 scored all qualifying proposals. Based on the department’s evaluation of proposals, eight firms were selected to provide planning and environmental services. Selected consultants for these four-year on-call contracts are: Arnold Mammarella Architecture and Consulting, Metropolitan Planning Group, Lexington Consulting, Placeworks, Inc., Page Southerland Page AE, Michael Baker International, Rincon, and Urban Planning Partners. The competitive process resulted in several new firms joining the on-call pool, ensuring the City can achieve the best-value for taxpayers and preventing the City from becoming too reliant on any single firm. This will allow Department staff to quickly access the professional skills and assistance needed for a specific project and to utilize the best consulting firm for each project based on experience and cost, while carefully and cautiously monitoring use. This could result in heavy use of some consultants and light use of others, all within the department’s approved budget. Fees are collected for current planning projects to offset the costs of the contracts that are used to support the work. Consultants are used for long range planning work, including planning documents and ordinance updates related to housing laws. Long range planning efforts are not fully fee supported. Over the next four years, PDS anticipates that significant long-range planning efforts will be needed (e.g., work associated with the housing work plan) or otherwise required (e.g. updates to the Housing Element and regulations implementing state housing laws). These efforts will likely require specific expertise from on-call consultants to complete. On-call contracts are only utilized when the need arises. These consultants are not guaranteed work but are available as needed for work up to the contracted amount. No work will be issued unless sufficient funding is available in the Adopted Operating Budget. The consultants’ work under each individual contract will have to be authorized by the City in advance, allowing flexibility to carefully monitor contract use and address program need. Resource Impact Approval of the recommended contracts will allow the department to continue utilizing consultants for specific expertise. Rather than requesting the $5.0 million originally anticipated, staff is taking a cautious approach by requesting approval of $1.5 million in total contract authority with the expectation of returning to Council to amend the contracts within the next two years if additional contract authority is needed. Further, staff reached out to these firms to negotiate rates, resulting in a reduction to most contracts of 10 – 15% to their initially proposed rates for Fiscal Year 2021. The cost of the contracts is partially offset by fees collected by the department for application processing, consistent with the Adopted Municipal Fee Schedule. Use of contractors for planning work is contingent on (1) approved contracts with capacity to support the required scope; and (2) availability of funding in the department’s approved budget. No work will be assigned to consultants under these contracts unless there is sufficient City of Palo Alto Page 4 operating budget to cover the costs. Stakeholder Engagement Professional planners and managers in the PDS Department participated in the development of the selection criteria, drafting of the RFP, review of proposal, and conducted interviews with top firms. Following assessment and discussion by the internal panel formal recommendations to award contracts to multiple firms were made. No additional outreach was necessary. Environmental Review Approval of these contracts is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) because it allows the PDS Department to utilize specialized expertise to assist in reviewing project applications. It does not approve any physical improvements that could affect the environment; therefore it can be seen with certainty that there is no possibility the project would have an effect on the environment. Attachments: Attachment A: Contract No. C20178879 with Arnold Mammarella Architecture and Consulting Attachment B: Contract No. C20178878 with M-Group Attachment C: Contract No. C20178882 with Placeworks Inc Attachment D: Contract No. C20178877 with Lexington Planning Attachment E: Contract No. C20178891 with Michael Baker International Inc Attachment F: Contract No. C20178881 with Page Southerland Inc Attachment G: Contract No. C20178883 with Rincon Consultants Attachment H: Contract No. C20178884 with Urban Planning Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178879 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING, a sole proprietor, located at 1569 Solano Avenue, #411, Berkeley, CA 94707 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. Professional Services Rev. April 27, 2018 2 The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- Professional Services Rev. April 27, 2018 3 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s Professional Services Rev. April 27, 2018 4 obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Marget Netto 332 Clifon Avenue, San Carlos, CA 94070 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Arnold Mammarella to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. Professional Services Rev. April 27, 2018 5 SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Professional Services Rev. April 27, 2018 6 Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. Professional Services Rev. April 27, 2018 7 SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste Professional Services Rev. April 27, 2018 8 reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public Professional Services Rev. April 27, 2018 9 works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. Professional Services Rev. April 27, 2018 10 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178879 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Principal Arnold Mammarella Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Hourly rates shall be effective to June 30, 2022. Staff Rate Principal/Project Manager/Consultant Architect $120 On-Call Senior Planner/Environmental Planner $105 Hourly rates shall be effective from July 1, 2022 through June 30, 2024. Staff Rate Principal/Project Manager/Consultant Architect $128 On-Call Senior Planner/Environmental Planner $115 Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev. April 27, 2018 19 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 8694E4E5677943859F01710BBCEFBC2B Status: Completed Subject: Please DocuSign: C20178879 - Mammarella - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:21:54 AM Holder: Terry Loo Terry.Loo@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 Arnold Mammarella arnold@mammarellaarchitecture.com Principal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 76.126.222.34 Sent: 6/8/2020 9:24:46 AM Viewed: 6/8/2020 2:08:14 PM Signed: 6/8/2020 2:12:20 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 2:12:22 PM Viewed: 6/8/2020 2:38:32 PM 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: 6/8/2020 2:12:22 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 2:12:22 PM Certified Delivered Security Checked 6/8/2020 2:12:22 PM Signing Complete Security Checked 6/8/2020 2:12:22 PM Completed Security Checked 6/8/2020 2:12:22 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178878 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND METROPOLITAN PLANNING GROUP FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and METROPOLITAN PLANNING GROUP, a California corporation, located at 307 Orchard City Drive, Suite 100, Campbell CA 95008 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. Professional Services Rev. April 27, 2018 3 CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made Professional Services Rev. April 27, 2018 4 without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Heather Bradley to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. Professional Services Rev. April 27, 2018 5 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates Professional Services Rev. April 27, 2018 6 evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Professional Services Rev. April 27, 2018 7 Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed Professional Services Rev. April 27, 2018 8 on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. Professional Services Rev. April 27, 2018 9 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. 27.13 Non-Solicitation. The City shall not proactively solicit or lobby M-Group Professional Services Rev. April 27, 2018 10 staff engaged under this contract to apply for City employment during the Term of this Agreement and for 12 months afterwards. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178878 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee METROPOLITAN PLANNING GROUP By: Name: Title: By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS PRESIDENT Geoff Bradley Principal Heather Bradley Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Staff FY20-21 FY21-22 FY22-23 FY23-24 Admin Analyst Planning Tech $75 $75 $80 $80 Assistant Planner Assistant Urban Designer Social Media Coordinator $90 $90 $95 $95 Associate Planner Associate Urban Designer $120 $120 $125 $125 Environmental Planner Historic Preservation Specialist Public Art Specialist $130 $130 $140 $140 Senior Planner Senior Urban Designer Senior Environmental Planner $135 $135 $145 $145 Principal Planner $155 $160 $165 $170 Principal $200 $200 $225 $225 Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 19 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 97BAE3A57C8F430A9A7D781B8EDC1E12 Status: Completed Subject: Please DocuSign: C20178878 M-Group - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:25:09 AM Holder: Terry Loo Terry.Loo@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 Geoff Bradley geoff@mplanninggroup.com PRESIDENT Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.194.194.183 Signed using mobile Sent: 6/8/2020 9:27:24 AM Viewed: 6/8/2020 2:00:08 PM Signed: 6/8/2020 2:01:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Bradley hbradley@m-group.us Principal Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.194.144.179 Signed using mobile Sent: 6/8/2020 2:01:41 PM Viewed: 6/8/2020 2:03:42 PM Signed: 6/8/2020 2:04:19 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 Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 2:04:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 2:04:21 PM Viewed: 6/8/2020 2:08:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 2:04:21 PM Certified Delivered Security Checked 6/8/2020 2:04:21 PM Signing Complete Security Checked 6/8/2020 2:04:21 PM Completed Security Checked 6/8/2020 2:04:21 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178882 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PLACEWORKS, INC., a California corporation, located at 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Professional Services Rev. April 27, 2018 3 Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made Professional Services Rev. April 27, 2018 4 without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Joanna Jansen to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. Professional Services Rev. April 27, 2018 5 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including reasonable attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates Professional Services Rev. April 27, 2018 6 evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Professional Services Rev. April 27, 2018 7 Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed Professional Services Rev. April 27, 2018 8 on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. Professional Services Rev. April 27, 2018 9 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C20178882 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee PLACEWORKS, INC. By: Name: Title: By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Randal W. Jackson President Keith McCann CEO Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 12 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 13 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 14 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 15 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 16 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. STAFF LEVEL HOURLY BILL RATE Principal $215-$285 Associate Principal $190-$200 Senior Associate/Senior Scientist $160-$185 Associate/Scientist $135-$145 Project Planner/Project Scientist $105-$125 Planner/Assistant Scientist $80-$95 Graphics Specialist $90-$115 Administrator $145-$170 Clerical/Word Processing $45-$130 Intern $75-$80 Subconsultants are billed at cost plus 10% Professional Services Rev. April 27, 2018 17 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 18 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: E8B1CE10632543F4AADDD543C0916803 Status: Completed Subject: Please DocuSign: C20178882 Placeworks - 06052020.pdf Source Envelope: Document Pages: 18 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:39:00 AM Holder: Terry Loo Terry.Loo@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 Randal W. Jackson rjackson@placeworks.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.184.92.232 Sent: 6/8/2020 9:41:15 AM Resent: 6/8/2020 3:34:09 PM Viewed: 6/8/2020 10:05:05 AM Signed: 6/8/2020 4:57:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Keith McCann kmccann@placeworks.com CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 108.184.92.232 Sent: 6/8/2020 4:57:08 PM Viewed: 6/8/2020 5:00:04 PM Signed: 6/8/2020 5:00:23 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 5:00:24 PM Viewed: 6/8/2020 8:59:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 5:00:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 5:00:25 PM Certified Delivered Security Checked 6/8/2020 5:00:25 PM Signing Complete Security Checked 6/8/2020 5:00:25 PM Completed Security Checked 6/8/2020 5:00:25 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178877 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND LEXINGTON PLANNING LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LEXINGTON PLANNING LLC, a limited liability company, located at 2083 Vine Street, Berkeley CA 94709 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. Professional Services Rev. April 27, 2018 3 CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. Consultant makes no warranties, guarantees, express or implied, under this Agreement or otherwise in connection with the CONSOULTANT’s services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance endeavor to comply with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s negligent errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s Professional Services Rev. April 27, 2018 4 obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jean Eisberg to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Professional Services Rev. April 27, 2018 5 Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) Professional Services Rev. April 27, 2018 6 days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. 19.6 The CITY and CONSULTANT shall make a good faith effort of negotiation and/or mediation prior to commencement of formal legal proceedings. SECTION 20. NOTICES. Professional Services Rev. April 27, 2018 7 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste Professional Services Rev. April 27, 2018 8 best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more Professional Services Rev. April 27, 2018 9 than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they Professional Services Rev. April 27, 2018 10 have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178877 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee LEXINGTON PLANNING LLC By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Jean Eisberg Manager Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Staff Rate Principal $155 Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 19 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: C9BCE3500BDF4EC3A6548E1AF936E69C Status: Completed Subject: Please DocuSign: C20178877 Lexington - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:18:51 AM Holder: Terry Loo Terry.Loo@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 Jean Eisberg jean@lexingtonplanning.com Principal Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 173.8.155.193 Sent: 6/8/2020 9:21:36 AM Viewed: 6/8/2020 9:37:44 AM Signed: 6/8/2020 9:41:30 AM 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 9:21:36 AM Certified Delivered Security Checked 6/8/2020 9:37:45 AM Signing Complete Security Checked 6/8/2020 9:41:30 AM Completed Security Checked 6/8/2020 9:41:30 AM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178891 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL, INC., a Pennsylvania corporation, located at 1 Kaiser Plaza, Suite 1150, Oakland, CA 94612 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. Professional Services Rev. April 27, 2018 3 CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all applicable federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one Professional Services Rev. April 27, 2018 4 assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Rick Smeaton to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work; therefore, CONSULTANT shall not be held liable for any modification or reuse of the CITY owned work product for purposes outside its original intent. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Professional Services Rev. April 27, 2018 5 Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage (Commercial General Liability and Automobile Liability) and will not be canceled, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation. If the insurer cancels or modifies the insurance and provides less than thirty (30) Professional Services Rev. April 27, 2018 6 days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: Professional Services Rev. April 27, 2018 7 To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: Professional Services Rev. April 27, 2018 8 (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. Professional Services Rev. April 27, 2018 9 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when Professional Services Rev. April 27, 2018 10 executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178891 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee MICHAEL BAKER INTERNATIONAL, INC. By: Name: Bernardo Hernandez Title: Associate Vice President By: Name: Pam Warfield Title: Assistant Secretary Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Staff Role Hourly Rate Valid from 7/1/2020 through 6/30/2022 Hourly Rate Valid from 7/1/2022 through 6/30/2024 Principal $153 - $213 $180 - $250 Principal I $153 - $213 $180 - $250 Principal II $153 - $213 $180 - $250 Supervisor $153 - $213 $180 - $250 Principal Planner $128 -$170 $150 - $200 Senior Project Manager $128 - $157 $150 - $185 Project Manager $111 - $140 $130 - $165 Principal in Charge $153 - $213 $180 - $250 Senior Planner $102 - $136 $120 - $160 Planner $102 - $119 $120 - $140 Assistant Planner $72 - $94 $85–$110 Associate Planner $81 - $106 $95–$125 Senior Urban Planner $102 - $136 $120 - $160 Senior GIS Specialist $132 - $140 $155 - $165 GIS Specialist I $98 - $115 $115 - $135 GIS Specialist II $115 - $132 $135 - $155 GIS Specialist Technician $98 - $115 $115 - $135 Graphic Designer $68 - $106 $80 - $125 Urban Planner $102 - $119 $120 - $140 Assistant Urban Planner $72 - $94 $85–$110 Associate Urban Planner $81 - $106 $95–$125 Senior Historic Planner $106 - $136 $125 - $160 Senior Designer $106 - $128 $125 - $150 Designer $85 - $123 $100 - $ 145 Historic Planner $94 - $115 $110 - $135 Assistant Historic Planner $72 - $89 $85 - $105 Associate Historic Planner $89 - $106 $105 - $125 Planning Technician $55 $72 $65 - $85 Web Designer $68 - $106 $80 - $125 Web Developer $106 - $128 $125 - $150 Administrative Support $55 - $81 $65 - $95 Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 NO THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 19 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 2A904E5E078C4E98A1C4D7BE35FC080F Status: Completed Subject: Please DocuSign: C20178891 Michael Baker - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 2:03:02 PM Holder: Terry Loo Terry.Loo@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 Bernardo M. Hernandez Bernardo.Hernandez@mbakerintl.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.11.56.147 Sent: 6/8/2020 2:07:06 PM Viewed: 6/8/2020 3:03:39 PM Signed: 6/8/2020 3:10:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Pam Warfield pwarfield@mbakerintl.com Assistant Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 38.104.142.134 Sent: 6/8/2020 3:10:36 PM Viewed: 6/8/2020 3:18:53 PM Signed: 6/8/2020 3:19:53 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 3:19:55 PM Viewed: 6/8/2020 9:12:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 3:19:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 3:19:56 PM Certified Delivered Security Checked 6/8/2020 3:19:56 PM Signing Complete Security Checked 6/8/2020 3:19:56 PM Completed Security Checked 6/8/2020 3:19:56 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178883 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND RINCON CONSULTANTS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and RINCON CONSULTANTS, INC., a California corporation, located at 180 N. Ashwood Avenue, Ventura, CA 93003 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. Professional Services Rev. April 27, 2018 3 CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made Professional Services Rev. April 27, 2018 4 without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Hexagon Transportation Consultants, Inc. 4 N 2nd Street, Suite 400, San Jose, CA 95113 Contact: Gary Black, President CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Abe Leider to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records Professional Services Rev. April 27, 2018 5 pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing Professional Services Rev. April 27, 2018 6 with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. Professional Services Rev. April 27, 2018 7 All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, Professional Services Rev. April 27, 2018 8 recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. Professional Services Rev. April 27, 2018 9 SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. Professional Services Rev. April 27, 2018 10 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178883 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee RINCON CONSULTANTS, INC. By: Name: Title: By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Stephen Svete Executive Vice President Principal/Secretary Richard Daulton Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Professional, Technical & Support Personnel Hourly Rate valid to June 30, 2021 and shall be Subject to review at that time Principal II $220.80 Director II $220.80 Principal I $202.40 Director I $202.40 Senior Supervisor II $188.60 Supervisor I $179.40 Senior Professional II $161.00 Senior Professional I $147.20 Professional IV $133.40 Professional III $119.60 Professional II $105.80 Professional I $96.60 Associate III $87.40 Associate II $82.80 Associate I $75.44 Project Assistant $69.00 Senior GIS Specialist $128.80 GIS/CADD Specialist II $115.00 GIS/CADD Specialist I $103.04 Technical Editor $103.04 Production Specialist $80.96 Clerical $69.00 Professional Services Rev. April 27, 2018 18 Subcontractor: Hexagon’s Cost Sheet Labor Categories Hourly Rate President $262.20 Principal $225.40 Senior Associate II $211.60 Senior Associate I $197.80 Associate II $79.40 Associate I $161.00 Planner/Engineer II $142.60 Planner/Engineer I $115.00 Admin/Graphics $101.20 Senior CAD Tech $87.40 Technician $69.00 *** Direct expenses are billed at actual costs, with the exception of mileage, which is reimbursed at the current rate per mile set by the IRS. Billing rates shown are effective January 1, 2020 and subject to change January 1, 2021. Professional Services Rev. April 27, 2018 19 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 20 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 4AF4F9551D8045688A72811636BC0F81 Status: Completed Subject: Please DocuSign: C20178883 Rincon - 06052020.pdf Source Envelope: Document Pages: 20 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:41:44 AM Holder: Terry Loo Terry.Loo@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 Stephen Svete Svete@rinconconsultants.com Executive Vice President Rincon Consultants, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.222.184.174 Sent: 6/8/2020 9:43:59 AM Viewed: 6/8/2020 1:58:42 PM Signed: 6/8/2020 1:59:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Daulton RDaulton@rinconconsultants.com Principal/Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.93.43.221 Sent: 6/8/2020 1:59:15 PM Viewed: 6/8/2020 2:00:00 PM Signed: 6/8/2020 2:15:48 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 2:15:51 PM Viewed: 6/8/2020 2:40:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 2:15:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 2:15:51 PM Certified Delivered Security Checked 6/8/2020 2:15:51 PM Signing Complete Security Checked 6/8/2020 2:15:51 PM Completed Security Checked 6/8/2020 2:15:51 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20178884 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND URBAN PLANNING PARTNERS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and URBAN PLANNING PARTNERS, INC., a California corporation, located at 388 17th Street, Suite 230, Oakland, CA 94612 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide on-call Planning support and (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. Professional Services Rev. April 27, 2018 2 SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over the Term across a total of eight (8) consultant agreements (C20178877, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate One Million Five Hundred Thousand Dollars. CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $1,500,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. Professional Services Rev. April 27, 2018 3 CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, to the extent found to be arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay to the extend found to be caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one Professional Services Rev. April 27, 2018 4 assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Baseline Environmental Consulting Page & Turnbull Hexagon Transportation Consultants PreVision Design CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Curtis Banks to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Jodie Gerhardt, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2575. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by Professional Services Rev. April 27, 2018 5 the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. Professional Services Rev. April 27, 2018 6 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the General Liability and Automobile Liability insurance is primary coverage and will not be canceled, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a material failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY Professional Services Rev. April 27, 2018 7 will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Professional Services Rev. April 27, 2018 8 Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in Professional Services Rev. April 27, 2018 9 accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. Professional Services Rev. April 27, 2018 10 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20178884 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee URBAN PLANNING PARTNERS, INC. By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS President Lynette Dias Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. I. ON-CALL PLANNING SUPPORT From time to time the Planning Division requires additional environmental review services, professional planning services, and technical expertise. CONSULTANT shall provide services as project managers (planning entitlements) or as independent technical consultants. This support would be in line with, but not limited to the following qualifications and duties: Planning CONSULTANT shall provide the following services as needed: • Process, review and manage routine and complex development entitlements, including re- zonings, Coordinated Area Plans, subdivision maps, architectural reviews, and historic preservation reviews, and associated environmental review as needed. • Implement the Comprehensive Plan, the Zoning Code, Coordinated Area Plans, Historic Preservation Ordinance, and other city documents, policies, and programs, including the Single Family Individual Review program, as may be applicable, to ensure compliance with its guidelines. • Coordinate work related to planning applications for projects in environmentally sensitive areas. • Coordinate with Planning staff and staff of other city departments, consultants, and outside agencies during project reviews and processing. • Visit project sites. • Prepare written staff reports, ordinances, resolutions, records of land use action, development permit decision letters, conditions of approval, development agreements, environmental documents, and/or other related documents. • Attend and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. • Attend the City’s Development Review Committee (DRC) and preliminary review meetings as needed. • Prepare and deliver verbal presentations to the Planning and Transportation Commission, City Council, Architectural Review Board, and/or other City Boards and Committees as needed. • Coordinate implementation of development applications during the construction phase (conditions of approval, etc.), as well as tracking conditions after developments have been occupied to ensure continued compliance with approval conditions and mitigation measures. • Prepare maps, graphs, models, presentations, power points, reports, and supporting technical documents. • Respond to inquiries from general public, city staff, and other public agencies about the projects assigned and the City’s Comprehensive Plan, the Zoning Code, design guidelines, Professional Services Rev. April 27, 2018 13 Coordinated Area Plans, and other City documents, policies, and programs. • Coordinate annexation applications including related plan services, pre-zoning and other LAFCO related documents. • Work with the Code Enforcement Division to resolve code issues. • Perform green building related tasks, including but not limited to the review of development plans for compliance with the City’s and State green building requirements. Oversee the monitoring and maintenance of applicable hardware, software, telephone, and/or other related inventory items. • Perform related duties and responsibilities, including assistance staffing the planning counter, when required. • Develop and maintain departmental and or project specific web pages. • Assist in gathering and presenting data requirements for the upcoming Housing Element Update or other City needs. • Develop and maintains Department and/or Citywide GIS feature classes Environmental Planning CONSULTANT shall provide the following services as needed: • Prepare CEQA and/or NEPA studies and documents, (EIR, MND, ND and CE), in accordance with Local, State, and Federal Statutes • Provide accurate and defensible environmental determinations. • Review and/or prepare (and/or uses sub-consultants, as needed) technical documents including but not limited to the following: o Cultural and Historical Evaluations o Biological studies o Noise Studies o Air Quality Studies o Transportation Studies o Water Quality/Supply Studies o Stormwater/Wastewater Control and Management o Hazards and Hazardous Materials Studies o Green House Gas emissions o Prepares Environmental Mitigation Studies/Reports • Coordinate with Planning Staff, other city departments, sub-consultants, and outside agencies • Coordinate and distribute environmental documents and notices • Provide electronic and printed copies of all environmental documents • Prepare Mitigation Monitoring and Reporting Program (MMRP) • Present and attend public meetings, when applicable and upon request • Respond to public inquiries as directed by planning staff • Perform related duties and responsibilities as required CITY reserves the right to CITY reserves the right to review proposed CONSULTANT staff prior to assignment. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable for on-call service agreement) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Staff Hourly Rate Principal $225 - $300 Associate Principal $140 - $185 Principal Planner $165 - $225 Senior Planner $130 - $190 Associate Planner $110 - $190 Planner $ 95 - $120 Assistant Planner $ 85 - $110 Intern $ 75 - $100 Editor $125 - $150 Admin/Word Processing $ 90 - $125 Rates of Key Staff listed on this project Hourly Rate Lynette Dias, Principal $270 Curtis Banks, Principal Planner $220 Leslie Carmichael, Principal Planner $185 Carla Violet, Senior Planner/Planning Manager $185 Meredith Rupp, Associate Planner $135 Emilie Wolfson, Associate Planner $130 Brandon Northart, Associate Planner $125 Emilio Balingit, Planner $115 Sophie Gabel-Scheinbaum, Planner $110 Alyssa Chung, Assistant Planner $100 Sue Smit, Sr. Word Processor $110 Subconsultants are billed at cost plus 5% Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 19 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 600935379C764DF7A613F449DAE46303 Status: Completed Subject: Please DocuSign: C20178884 Urban Planning - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 9:54:49 AM Holder: Terry Loo Terry.Loo@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 Lynette Dias ldias@up-partners.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.176.174.20 Sent: 6/8/2020 9:56:22 AM Viewed: 6/8/2020 10:09:58 AM Signed: 6/8/2020 10:11:31 AM 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 10:11:32 AM Viewed: 6/8/2020 1:06:55 PM 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: 6/8/2020 10:11:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 10:11:33 AM Certified Delivered Security Checked 6/8/2020 10:11:33 AM Signing Complete Security Checked 6/8/2020 10:11:33 AM Completed Security Checked 6/8/2020 10:11:33 AM Payment Events Status Timestamps City of Palo Alto (ID # 11217) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Utilities Electric Engineering Consulting Services Title: Approval of Three (3) Five-year Professional Service Agreements for Electric Engineering Consulting Services on an As-needed Basis With: 1) AECOM Technical Services, Inc, 2) NV5, Inc, 3) Soudi Consultants, Inc, for an Annual Collective Total Not-to-Exceed Amount of $1,000,000 per Year, and a Five-year Collective Total Not-to-Exceed Amount of $5,000,000, With all Work Subject to Assigned Task Orders and Availability of Funds From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached 3 agreements for utilities electric engineering consulting services with AECOM Technical Services (Attachment A – C20174597A), NV5 (Attachment B – C20174597B), and Soudi Consultants, Inc. (Attachment C – C20174597C). Each agreement is subject to a not- to-exceed amount of $1,000,000 annually, and a cumulative not-to-exceed amount of $5,000,000 over the five-year term, subject to the annual appropriation of funds. Awarding three contracts will allow the City to use objective criteria to solicit and select the firm with the most appropriate skills and technical experience for individual assignments that arise for on-call utilities electric engineering consulting services. These services include substation engineering, distribution engineering, system protection, supervisory control and data acquisition (SCADA), fiber optics, and customer service application reviews over the five- year term of the agreements. Enabling a suite of three vendors will ensure that there are multiple options available for the City as projects arise. Background In July 2019, Council approved and adopted the Fiscal Year 2020 capital budget along with the 2020-2024 Capital Improvement Program (CIP) Plan for the City of Palo Alto. The Electric Fund for the 2020-2024 Capital Improvement Program was approximately $83.2 million, with $23.8 million budgeted in Fiscal Year 2020. Overall, a total of 38 projects were planned over the 5- year CIP. Due to the revenue shortfall this fiscal year 2019 – 2020 and the estimated budget City of Palo Alto Page 2 deficit, the Electric Fund in the proposed Fiscal Year 2021 budget and 2021-2025 Capital Improvement Program will be reviewed and modified to help close the budget gap and minimize rate increases. Major projects funded in the 2020-2024 CIP include Smart Grid Technology Installation ($12.9 million), Electric Customer Connections ($12.5 million), 4/12kV conversion projects ($7.6 million), Wood Pole Replacement ($7.5 million), Electric System Improvements ($7.5 million), various underground system rebuild projects ($6.9 million), Overhead to Underground Conversion ($5.2 million), and Facility Relocation for Caltrain Modernization ($4.0 million). The budget for the Electric Fund CIP is categorized into three types of projects: Customer Connections - These projects allow for the completion of work required to meet the needs of customers who have applied for new or upgraded electric service, need temporary power for construction, or require other electric services. In FY 2019, Utilities completed 307 new electric service connections. This category also includes small cell applications; the Electric Utility has about 6,500 wood poles and 6,500 streetlight poles citywide which are of interest to the telecom companies. Small cell applications are anticipated to increase rapidly in the next few years, which will increase staff workload. System Improvements - Projects in the System Improvements category allow for a variety of improvements, including the replacement/upgrade of old cables and equipment and bringing designs up to current standards, installation of protective equipment and switches, conversion of the electric system from 4,160 Volts (4kV) to 12,470 Volts (12kV), and installation of capacitors to improve efficiency. These projects are necessary to replace electric system components before they reach their end of useful life; to ensure there is adequate capacity for the projected electric load; and to install protective equipment to minimize system problems. Undergrounding Projects - The City of Palo Alto began a program to underground overhead electric, telephone, and cable TV facilities in 1965 with a project along Oregon Expressway. Since the start of the underground program the City has built 43 underground districts, 2 undergrounds districts are currently in construction, and 8 proposed undergrounds districts are planned to be completed over the next 20-30 years. The City typically takes the lead in the design, bidding, and construction processes with AT&T and Comcast reimbursing the City for construction and administrative costs under the City’s joint pole ownership agreement with AT&T. The prioritization methodology for electric capital improvement projects in the City of Palo Alto is grounded in both the CPAU Mission Statement and Strategic Plan. Each of the 38 projects planned over the 5-year CIP have been reviewed by staff and prioritized. The prioritization of projects is based on multiple criteria such that critical needs are met, risks are managed well, and limited resources are directed to greatest benefit. Intrinsic to both the mission statement and strategic plan is an emphasis on safety, reliability, and customer service excellence. These are the factors which determine the justification and priority of the projects when under City of Palo Alto Page 3 consideration. At a minimum, every project must address at least one area of CPAU’s Strategic Plan. The only variable aspect of the planned projects are the timing and resources necessary for completion. With increasing workload, plans and schedules for CIP projects are frequently impacted by customer service needs and service applications, unplanned maintenance work, and interdepartmental engineering support. In recent years, Utilities has received an increasing number of photovoltaic and electric vehicle charger install applications, and utility pole/streetlight attachments requests. Utilities staff is also pursuing an increase in the rate of replacement for critical infrastructure as equipment reaches its end of life to minimize outages. Utilities is committed to responding to customers within the department’s customer service guidelines, which also limits the resources available to work on CIP projects. In the past, the Utilities Engineering division has hired consultants for specific projects to supplement staff resources and for their technical expertise. Award of the four contracts will expedite CIP completion while still allowing the City to use objective criteria to solicit and select the firm with the most appropriate skills and experience for individual assignments in a cost-effective manner. Discussion Staff anticipates that the three consultants identified in this staff report can assist the City with a variety of electric engineering consulting services. Further, maintaining multiple on-call consulting contracts provides staff flexibility to commit to both CIP and maintenance projects, customer service excellence, and address technical issues requiring outside assistance as they arise, without delay and with multiple options and prices to consider. The City’s July 2019 Request for Proposal (RFP) was published and distributed to consulting firms known to offer relevant services. The RFP allowed consultants to respond to one or more of the following major sections of the scope of work: • Substation engineering • Distribution engineering • System protection • SCADA • Fiber Optics • Customer Service application reviews The RFP also stated that more than one consulting firm may be retained to perform the tasks outlined in the scope of work and that award of a contract would not guarantee that the consultant would be awarded any specific tasks. The solicitation process is summarized in Table 1 below: City of Palo Alto Page 4 Table 1: Summary of Solicitation Process: Title Utilities Electric Engineering Consulting RFP Number 174597 Proposed Length of Project 5 year RFP Issued July 1, 2019 Number of proposal Packages downloaded 51 Number of vendors notified through City’s eProcurement system 1,197 Total Days to Respond to proposal 30 days (proposal due 7/30/2019) Pre-proposal Meeting Date July 9, 2019 Number of Companies at Pre-proposal Meeting Per the FreeConferenceCall.com report 15 Number of Proposals Received 6 Six firms submitted proposals responding to all or parts of the scope of work. Staff reviewed each firm's qualifications and submittals in response to the RFP relative to the criteria outlined in the RFP. Major evaluation criteria included proposal quality and responsiveness, the overall firm’s experience, experience of individuals to be assigned to potential tasks, cost, recent dealing with relevant agencies, and the quality and completeness of the proposal. The selected three consultants were interviewed by City staff and ranked high based on the evaluation criteria. All of the selected vendors demonstrated an in-depth knowledge of the industry, flexibility to work with City on a variety of tasks, and their availability or responsiveness to respond to work order requests by City staff. The City recommends awarding the contract to AECOM Technical Solutions, NV5, Inc., and Soudi Consultants. Work Orders Council approval of the consulting agreements will enable staff to utilize the agreements for various projects and/or task orders. However, it does not guarantee any work will be carried out with any of the consultants over the term of the agreements. The contracts set each consultant’s rates and the general type of work they may be engaged in upon City request and selection. When staff has a specific project or task that requires consulting services, City staff will solicit proposals from amongst the three vendors, evaluate the responses using objective criteria and select amongst the three vendors for the project. Upon selection, a task order with a scope, timeline, and budget will be established with the selected vendor. Resource Impact The agreements do not guarantee any work to the consultants but set each consultant’s rates and the general type of work they may engage in upon City request, solicitation and selection City of Palo Alto Page 5 using individual task orders. When work is performed under a City task order, staff will ensure that the aggregate total compensation to all three consultants does not exceed the aggregate $1,000,000 per fiscal year, or $5,000,000 in aggregate over the five-year term. No funds will be encumbered until an individual task budget has been established. Staff will spend no more than the $1,000,000 not-to-exceed amount per year in aggregate amongst all 3 consultant agreements, with a not-to-exceed amount of $5,000,000 in aggregate over five years for all task orders, across all 3 consultant agreements. The effective date of the three agreements is July 1, 2020. Upon contract and budget approval for Fiscal Year 2021, City staff may use these new agreements to assist with some of the following system improvement projects. City Staff will plan accordingly considering the resource impact to other City departments and divisions for project and contract management, material procurement, and construction. EL-14002 EL-15000 EL-17000 EL-17001 EL-19003 EL-19004 EL-20000 EL-89031 EL-89038 EL-89044 EL-98003 Rebuild Underground District 20 Colorado/Hopkins System Improvement Rebuild Underground District 23 Electric System Improvements Rebuild Underground District 30 Wood Pole Replacement Hopkins Substation 4/12kV Conversion Communication System Improvements Substation Protection Improvements Substation Facility Improvements East Meadow Circles 4/12kV Conversion For FY 2021, the proposed Electric System Improvement fund is approximately $15 million with Staff estimating $1,000,000 to be allocated for engineering consulting contract services. Beyond FY 2021, it is anticipated that requests for additional funding beyond this initial $1,000,000 will be brought forward as part of the City’s annual budget process. Policy Implications This recommendation sets no new Council policy and is consistent with the Council-approved Utilities Strategic Plan. These contracts are on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to City of Palo Alto Page 6 reduce the cost, for example, by reducing the scope of work. These contracts may also be temporarily suspended by written notice of the City Manager. Environmental Review The Council’s approval of these engineering services agreements does not meet the definition of a project under Public Resources Code section 21065, thus, California Environmental Quality Act (“CEQA”) review is not required. City of Palo Alto (ID # 11236) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Contract Approval with TW Power Line for Utility Pole Replacement Title: Approval and Authorization for the City Manager to Execute Electric Enterprise Fund Contract Number C20177717 With Wire Wrangler, LLC, dba TW Power Line Construction, in an Amount of $1,906,408 for the Caltrain Facility Relocation Project (EL-17007) and Wood Pole Replacement Project (EL-19004), and Authorization to Negotiate and Execute Related Change Orders in the Amount of $190,641, for a Total Not-to-Exceed Amount of $2,097,049 From: City Manager Lead Department: Utilities RECOMMENDATION Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract C20177717 with Wire Wrangler, LLC, dba TW Power Line Construction (Attachment A), in an amount not-to-exceed $1,906,408, for the Caltrain Facility Relocation Project (EL-17007) and the Wood Pole Replacement Project for 2020 (EL-19004). 2. Staff recommends that Council delegate authority to the City Manager or his designee to approve and execute change orders to the contract with Wire Wrangler, LLC, dba TW Power Line Construction, for additional related, but unforeseen work, which may develop during the project; the total of which shall not exceed $190,641 (10% of the contract amount). The total not to exceed authorized amount is $2,097,049, which includes a contract amount of $1,906,408 and a 10% contingency of $190,641. EXECUTIVE SUMMARY This project has two components: one is to relocate the existing overhead power and communication lines at ten (10) Caltrain crossing locations, to accommodate Caltrain’s City of Palo Alto Page 2 electrification project; the other is to replace deteriorated utilities wood poles on the electric distribution system at various locations. BACKGROUND This contract contains the work for two projects, Caltrain Facility Relocation (CFR) and Wood Pole Replacement 2020 (WPL 2020). Most of the work for both projects is pole replacement. PG&E has ramped up its efforts to replace PG&E’s aging wood poles after the recent wildfires in their territories. Consequently, there is shortage of contractors available for wood pole replacement since PG&E has retained many of contractors and resources in the industry. By combining two projects into one larger contract, staff’s goal was to attract more contractors and obtain better pricing. Caltrain Facility Relocation (EL-17007) Caltrain is electrifying its fleet of trains to improve system performance and curtail long-term environmental impacts by reducing noise, improving regional air quality, and lowering greenhouse gas emissions. Caltrain’s work includes installation of an overhead electric system above the tracks to power the trains. In order for Caltrain to complete its project, all overhead utility lines crossing the railroad must be either at a minimum height of 32 feet above the top of the train track, or placed underground. This requires the City of Palo Alto Utilities (CPAU) along with AT&T to replace several jointly owned poles to raise overhead lines that cross the railroad tracks. Wood Pole Replacement for 2020 (EL-19004) This project is the annual replacement of deteriorated wood poles. Wood poles are used to support overhead utility lines throughout the City of Palo Alto. Though poles are inspected, tested, and treated to maintain their integrity, over time poles deteriorate and must be replaced to maintain utility worker and community safety. Poles are identified for replacement during annual inspections by Electric Operations Staff or by contractors hired to inspect, test, and treat the poles. DISCUSSION The City of Palo Alto has ten (10) locations where utility overhead lines cross the railroad tracks. Eight of the utility rail road crossings will be raised to a minimum of 32 feet above the top rail, requiring the replacement of 28 poles. The crossing at Rinconada Avenue and Tennyson Avenue (the “R/S crossings”) combines the two overhead crossings into a single underground crossing to improve the electric system reliability and the aesthetics of the area. The electric work (not the substructure) for these two crossings are included in this contract. The substructure for the R/S crossing will be installed in June 2020 by MPNextLevel, another CPAU contractor. The R/S crossing terminates at Peers Park. On November 12, 2019 the Parks and Recreation Commision reviewed the project and the Park Improvement Ordinance describing the City of Palo Alto Page 3 installation of the electric utility equpment (excerpt minutes). On January 13, 2020 the Council adopted the Park Improvement Ordinance (City Council Staff Report 10824). CPAU investigated placing all overhead lines that cross the train tracks underground, but due to the uncertainty of the final design for the City’s grades separation project and the required timeline for the Caltrain Facility Relocation (CFR), plus the high cost of undergrounding, only two crossings can feasibly be placed underground. The rest of the crossings will be raised since it is the most cost-effective way to accommodate the Grade Separation project in the future. The R/S crossing will not be affected by the grade separation project since it is only a utility crossing, not a road crossing. The substructure work at the Churchill Avenue crossing was previsoulsy comlpeted; although the electrical connections are included in this contract. During routine electric system evaluation, staff identifies utility power poles that require replacement (aged, deteriorated, or otherwise unsafe) through inspections, audits, and wood pole testing. While replacements of some power poles are completed by staff, there are currently insufficient resources within the Electric Operations Division to handle all the identified pole replacements. Staff compiled engineering drawings and estimates for several pole replacements into a single bid package to solicit bids from qualified contractors to complete the pole replacements in a timely manner. The Wood Pole Replacement 2020 project includes 84 utility poles (out of a total of 6,000 poles in the system), which need replacement and were included in the bid package. Demand and competition from PG&E and other electric utilities in the area for qualified electrical contractors has made it difficult to obtain quality competitive bids for projects. Because of the similarity in actual constuction work between the Caltrain and pole replacement projects, staff decided to bundle the two projects together into a single larger bid package to attract more contractors to bid along with better competitive pricing. The bid required contractors to provide the labor, equipment, and management of all field activities in coordination with CPAU Electric Operations’ staff. The City will provide the major construction materials such as: poles, crossarms, insulators, and miscellaneous hardware for the project. New poles will be installed and built to current city, state and industry standards. The height of the new poles will also be increased by 5 feet to accommodate future pole attachments. Staff completed the engineering design for all pole replacements in the bid package. AT&T is a co-owner of the utility poles being replaced in this project and is responsible for sharing the pole replacement costs based on the 1931 joint pole agreement between the City of Palo Alto and Pacific Telephone and Telegraph Company (AT&T). Upon completion of the project staff will invoice AT&T for its portion of the work, approximately 10-15% of the contract amount based on the shared common pole space and the amount of communication space that each party’s equipment will occupy on a pole. City of Palo Alto Page 4 The following table is a summary of the bid process initiated in May 2020: Bid Name / Number Caltrain Facilities Relocation & Replacement Project 2020 / IFB-17717 Proposed Length of Project 3 months Number of Potential Contractors notified via the “PlanetBids” bid management system 9 Total Days to Respond to Bid 21 Pre-Bid Meeting Yes Number of Company Attendees at Pre-Bid Meeting 5 Number of Bids Received 5 Bid Price Range $1,906,408 - $4,825,967 Staff has reviewed the bids received and recommends that the bid of $1,906,408 submitted by TW Power Line be accepted and that TW Power Line be declared the lowest responsible bidder by Council. The last pole replacement contract was $593,235 for 70 poles in June of 2018. Staff confirmed with the Contractor’s State License Board that the contractor has an active license on file and also checked references supplied by the contractor for previous work performed and found all to be satisfactory. TIMELINE Upon Council approval of the Contract, construction can be scheduled to begin the week of July 06, 2020, and is to be completed within ninety (90) calender days after the commencement date specified in City’s Notice to Proceed. RESOURCE IMPACT Funding for the contract is available in the Fiscal Year 2020 Facilities Relocation for Caltrain Modernization (EL-17007) and Wood Pole Replacement (EL-19004) projects. POLICY IMPLICATIONS The approval of this contract is consistent with existing City policies, including the Council- approved 2018 Utilities Strategic Plan, Priority 4 Strategy 1 “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.” This contract is on the City’s construction contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. City of Palo Alto Page 5 STAKEHOLDER ENGAGEMENT The contractor is responsible for coordination with Caltrain on the schedule before the contractor can perform the work on the crossings. The contractor is responsible for coordination with the surrounding schools, Safe Route to School program, if a pole to be replaced is within this route. Utilities will coordinate with Caltrain four weeks prior to starting the substructure work at the Rinconnada-Seal crossing. ENVIRONMENTAL REVIEW This project is categorically exempt from California Environmental Quality Act (CEQA), under CEQA Guidelines Sec. 15301 (repair or maintenance of existing facilities), and Sec. 15302 (replacement or reconstruction of existing structures and facilities). City of Palo Alto (ID # 11255) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Award PDS On-Call Contracts (Development Center) Title: Approval of Six Contracts for On-Call Inspection and Plan Review Services in a Combined Amount Not to Exceed $6,000,000 Over a Four-Year and Six-Month Term Ending December 31, 2024 With: (1) 4Leaf, Inc.; (2) TRB+Associates; (3) SAFEbuilt; (4) Shums Coda Associates; (5) Bureau Veritas; and (6) Independent Code Consultants, Inc From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the following six contracts. The total cumulative contract authority for all contracts combined is not to exceed $6.0 million over a four-and-a-half-year term. The firms will provide on-call services to support permit applications processing, performing plan reviews, and conduct inspections. Use of these contracts must be consistent with the funding available in the Adopted Operating Budget(s). The contracts are: a. Contract C20177994 with 4Leaf, Inc.; b. Contract C201709109 with TRB+ Associates; c. Contract C20179107 with SAFEbuilt; d. Contract C20179108 with Shums Coda Associates; e. Contract C20179105 with Bureau Veritas, BV; f. Contract C20179106 with Independent Code Consultants Inc., ICCI. Executive Summary The Planning and Development Services (PDS) Department uses on-call contracts to provide building inspection and plan check services. These contracts were initially authorized in Fiscal Year 2016 for a period of three years with options to extend for two additional one-year terms. The City has exercised its options to extend and the current contracts will expire on June 30, 2020. In January 2020, the City released a Request for Proposals (RFP) for a competitive City of Palo Alto Page 2 solicitation to identify firms best-suited to provide specific expertise on an as-needed basis. Staff is proposing six contracts to begin July 1, 2020 for the term of four years and six months. Approval of these contracts will ensure there are no gaps in services provided at the Development Center, and the cost for these on-call services are offset by fees for service, as listed in the Municipal Fee Schedule. Given current financial constraints imposed by the COVID-19 pandemic, staff requests Council approval for an initial, reduced, contract authority of up to $6.0 million. The Department recommends a single not to exceed compensation pool to be shared among the six contracts, allowing staff to draw on the contract best suited to meet the City’s needs without further amendment of the contracts to shift capacity. As the economy improves, staff anticipates returning to Council to request amendment of these contracts when the additional contract authority becomes necessary. Staff negotiated with these firms resulting in a rate reduction for most contracts in the range of 10 – 15% percent from the rates they initially proposed, providing increased value for the City. No work will commence under these contracts unless funding is available within the Adopted Operating Budget. Background On-call contracts provide expert service that is efficient, responsive, and available as needed. Development Services relies on these contracts to provide needed expertise to meet the fluctuating demand in processing permit applications, performing plan reviews, and conducting inspections. The existing contracts with four vendors were initially approved by Council in February 2016 for a combined amount not-to-exceed $7,700,000 over a three-year period. In June 2019 (Staff Report #10351), City Council approved extending the existing contracts for an additional year and increased the contract capacity by an additional $2,500,000 for a total not to exceed amount of $10,200,000 through June 30, 2020. Discussion Development Services has historically maintained contracts with several firms to provide contract support for processing permit applications, performing plan reviews, and conducting inspections. Contractors provide flexibility necessary to respond to cyclical demands and provide specialized knowledge or training in a particular field when required. This affords the department the ability to quickly respond while maintaining high levels of customer service. On January 27, 2020, staff issued an RFP to seek candidates that provide on-call services for processing permit applications, performing plan reviews, conducting inspections, and green building services. Eight firms responded, and the evaluation panel recommended six out of the consultants, including three existing consultants (4Leaf Inc., SAFEBuilt, LLC, and Shums Coda Associates), and three new consultants (Bureau Veritas, Independent Code Consultants, Inc., and TRB+Associates). Additionally, the evaluation panel determine that none of the firms were City of Palo Alto Page 3 adequately qualified to successfully support the needs of the existing Green Building program. As a result, the Department will return to Council to request amendment of the existing contract with Integrated Designs 360 for one additional year and will issue another Request for Proposal for Green Building services this upcoming fiscal year. The selection of awardees was based on the strength of proposal, experience and expertise with the work required, understanding of Palo Alto and State Code, ability to provide quality control checks, qualified staff, customer service, and total cost to the City. The negotiated contracts are included as an attachment to this report. The total recommended capacity for all six contracts over four-and-a-half years is $6,000,000. The recommended contract capacity will allow the department to maintain a minimum level of staffing to provide reviews for building and fire code compliance over initial period of these contracts. Due to current budget constraints, staff reached out to the firms to renegotiate their initially proposed rates; all firms responded with reductions mostly in the 10-15% rate reduction for Fiscal Year 2021. The Department is expected to return to Council in the upcoming years to amend the contract authority amount when needed. Although the Department’s expected full capacity needs may require up to $7.4 million over the next four-and-a-half years, staff is recommending a multi-phased approach in requesting the approval of contract capacity from Council, in light of the uncertainty related to the COVID-19 economic impact. Initially, the Department projected the total contract value to be up to about $12.1M; however, as part of the FY2021 budget development process, the Department proposed reductions in the use of consultant building inspection services and a Development Center front desk receptionist. Once approved, this action will result in a projected savings of about $4.7 million over the next four-and-a-half years, which is reflected in the updated expected total contract capacity of $7.4 million. Resource Impact Approval of the recommended contracts will allow the department to continue utilizing consultants for specific expertise. Use of consultants for specific assistance is an efficient and effective use of resources, allowing the department to quickly access needed technical skills. Staff renegotiated the rates, which resulted in about 10-15% rate reductions over the originally proposed rates for Fiscal Year 2021. The cost of the contracts is offset by fees collected by the department for application processing, consistent with the Adopted Municipal Fee Schedule. Fiscal Year 2020 contracts are budgeted in the Planning and Development Services department. For Fiscal Year 2021, funding for these contracts is subject to the City Council approval of the Fiscal Year 2021 Operating Budget. Use of contractors for development services work is contingent on (1) approved contracts with City of Palo Alto Page 4 capacity to support the required scope; and (2) availability of funding in the department’s approved budget. No work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs Stakeholder Engagement Staff in the Planning and Development and Public Works Departments participated in the development of the selection criteria, drafting of the RFP, review of proposal, and conducted interviews with top firms. Following assessment and discussion by the internal panel, formal recommendations to award contracts to multiple firms were made. No additional outreach was necessary. Policy Implications Approval of these awards will allow Planning and Development Services Department to continue meeting service delivery goals established as part of the Development Center Blueprint initiative. Environmental Review Approval of these contracts is not a project under the California Environmental Quality Act (CEQA) and therefore no environmental review is required. Attachments: Attachment A: Contract No. C20177994 with 4Leaf Attachment B: Contract No. C20179109 with TRB and Associates Inc Attachment C: Contract No. C20179107 with SAFEbuilt LLC Attachment D: Contract No. C20179108 with Shums Coda Associates Attachment E: Contract No. C20179105 with Bureau Veritas North America Inc Attachment F: Contract No. C20179106 with Independent Code Consultants Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20177994 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 4LEAF, INC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 4LEAF, INC, a California corporation, located at 2126 Rheem Drive, Pleasanton, CA 94588 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Professional Services Rev. April 27, 2018 3 Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. April 27, 2018 4 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Chuck Venook as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all Professional Services Rev. April 27, 2018 5 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services Rev. April 27, 2018 6 provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager Professional Services Rev. April 27, 2018 7 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Professional Services Rev. April 27, 2018 8 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Professional Services Rev. April 27, 2018 9 Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C2017994 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee 4LEAF, INC By: Name: Title: By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Vice President Gene Barry President Kevin Duggan Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO -Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) Professional Services Rev. April 27, 2018 12 On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life Professional Services Rev. April 27, 2018 13 safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course of Palo Alto business will be charged at the IRS Rate + 20% All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Title Hourly Rate Temporary Deputy or Assistant Building Official $133.00 On-Site Inspection Manager (Contract Lead) $128.25 On-Site Plan Review Manager (Contract Lead) $128.25 Off-Site Plan Review - Structural $118.75 Off-Site Plan Review - Non-Structural $104.50 On-Site Plan Review - Structural $123.50 On-Site Plan Review - Non-Structural $104.50 Commercial Building Inspector - Combination $94.50 Trainee 3 mons - $91.80 Residential Building Inspector - Combination $85.50 Trainee 3 mos – $80.75 Permit Technician $72 Trainee 3 mos – 89.25 Engineering Technician $63 Trainee 3 mos – 59.50 Civil Engineering $157 Professional Services Rev. April 27, 2018 18 Inspector of Record (including DSA or OSHPD) $144 Code Enforcement $85.50 Trainee 3 mos - $80.75 Administrative/Customer Service Staff $54 Trainee 3 mos – $51.00 Senior Fire Inspector $123.50 Senior Fire Plans Reviewer $123.50 Fire Plans Reviewer $104.50 Trainee 3 mos - $93.50 Hourly overtime rate 1.5X BASIS OF CHARGES • All invoicing will be submitted monthly. • Work is subject to 4-hour minimum charges unless stated otherwise. Services billed in 4-hour increments. • 4LEAF assumes that these rates reflect the 2020-2021 contract period. Escalation not to exceed 3% for 2022 and 2023 is negotiable per market conditions. Escalation in rates must be agreed upon by both parties. • Overtime and Premium time will be charged as follows: - Nighttime (work begun after 4PM or before 5AM) 1.125 x hourly rate - Overtime (over 8‐hour M‐F or Saturdays) 1.5 x hourly rate - Overtime (over 8 hours Sat or 1st 8‐hour Sun) 2 x hourly rate - Overtime (over 8 hours Sun or Holidays) 3 x hourly rate • Overtime will only be billed with prior authorization of the Chief Building Official, Public Works Director, or other responsible designated City personnel. • Rates are inclusive of City required training obligations. 4LEAF will pay the time and materials of our scheduled personnel up to 40 hours per prorated year. No credits will be provided. It is assumed all training is available locally. • All training requires written approval from Off-Site Project Manager. • All work with less than 8 hours rest between shifts will be charged the appropriate overtime rate. • 4LEAF will provide a company issued vehicle, insurance, and gas card to its inspection personnel on-site. • 4LEAF will purchase parking passes one-time annually per assigned staff member. This assumes passes are available at $806 per pass. Should this rate increase, 4LEAF reserves the right to negotiate the hourly rate to reflect the increase. It also assumes parking passes are transferable. • Mileage, driven during the course of Palo Alto business will be charged at cost plus 20%. Professional Services Rev. April 27, 2018 19 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 20 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: C0C9A34DFF4741E69A6156B4FA4BE862 Status: Completed Subject: Please DocuSign: C20177994 4Leaf - 06052020.pdf Source Envelope: Document Pages: 20 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 11:50:54 AM Holder: Terry Loo Terry.Loo@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 Gene Barry gbarry@4leafinc.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.223.58.101 Signed using mobile Sent: 6/8/2020 11:55:48 AM Viewed: 6/8/2020 12:04:04 PM Signed: 6/8/2020 12:06:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kevin Duggan kduggan@4leafinc.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 68.65.68.30 Sent: 6/8/2020 12:06:38 PM Viewed: 6/8/2020 12:07:47 PM Signed: 6/8/2020 12:08:15 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 12:08:18 PM Viewed: 6/8/2020 1:02:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 12:08:18 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 12:08:18 PM Certified Delivered Security Checked 6/8/2020 12:08:18 PM Signing Complete Security Checked 6/8/2020 12:08:18 PM Completed Security Checked 6/8/2020 12:08:18 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20179109 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND TRB AND ASSOCIATES, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRB AND ASSOCIATES, INC., a California corporation, located at 3180 Crow Canyon Place, Suite 216, San Ramon, CA 94583 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Professional Services Rev. April 27, 2018 3 Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. April 27, 2018 4 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Todd Bailey as the Principal to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all Professional Services Rev. April 27, 2018 5 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services Rev. April 27, 2018 6 provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager Professional Services Rev. April 27, 2018 7 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Professional Services Rev. April 27, 2018 8 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Professional Services Rev. April 27, 2018 9 Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C20179109 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee TRB AND ASSOCIATES, INC. By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Todd Bailey President and Secretary Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO -Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Professional Services Rev. April 27, 2018 12 Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, Professional Services Rev. April 27, 2018 13 review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course of Palo Alto business will be charged at $0.60 per mile. B. Printing, reproductions and equipment use will be at cost. C. Direct expenses, incurred in connection with the work, will be at close plus fifteen (15) percent. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. • Overtime is billed at the rates shown above plus an additional 25 percent (Note that no overtime will be charged without client authorization) • Project inspections subject to prevailing wage requirements will be 30% higher. • Minimum 4-hour billing rate for requested inspection services. Position Temporary Hourly Rate Effective through 12/31/2020 Hourly Rate From 1/1/2021 through 12/31/2024 Principal $130.50 $145.00 Project Manager $121.50 $135.00 Building Official $121.50 $135.00 Assistant Building Official $117.00 $130.00 Senior Plan Review Engineer/Architect $117.00 $130.00 Senior Plans Examiner (Building & Fire) $112.50 $125.00 Plan Review Engineer/Architect $103.50 $115.00 Plans Examiner (Building & Fire) $ 94.50 $105.00 Engineering Technician $81.00 $90.00 Permit Technician III $ 76.50 $ 85.00 Permit Technician II $ 67.50 $ 75.00 Permit Technician I $ 58.50 $ 65.00 Clerical/Admin $ 49.50 $ 55.00 Fire Protection Engineer $157.50 $175.00 CASp Certified Inspector/Examiner $112.50 $125.00 Grading/Storm Water Plan Review Engineer $157.50 $175.00 QSP Storm Water Inspector $157.50 $175.00 Inspection Task Leader $108.00 $120.00 Supervising Inspector $ 99.00 $110.00 Senior Inspector III $ 94.50 $105.00 Senior Inspector II $ 90.00 $100.00 Senior Inspector I $ 85.50 $ 95.00 Inspector II $ 76.50 $ 85.00 Inspector I $ 72.00 $ 80.00 Intern Inspector $ 58.50 $ 65.00 Professional Services Rev. April 27, 2018 18 • Reimbursement for direct expenses, incurred in connection with the work, will be at cost plus fifteen (15) percent. • Reimbursement for employee-owned vehicles used in connection with the work will be at the rate of $0.60 per mile. • Other in-house charges for prints, reproductions and equipment use, etc. will be at cost. Professional Services Rev. April 27, 2018 19 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev. April 27, 2018 20 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 5B76F70BA2474F51938747FE6E79580C Status: Completed Subject: Please DocuSign: C20179109 - TRB - 06082020.pdf Source Envelope: Document Pages: 20 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 4:29:34 PM Holder: Terry Loo Terry.Loo@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 Todd Bailey tbailey@trbplus.com President and Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 99.100.36.126 Sent: 6/8/2020 4:30:53 PM Viewed: 6/8/2020 4:35:32 PM Signed: 6/8/2020 4:36:35 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 4:36:36 PM Viewed: 6/8/2020 9:03:00 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 4:36:36 PM Certified Delivered Security Checked 6/8/2020 4:36:36 PM Envelope Summary Events Status Timestamps Signing Complete Security Checked 6/8/2020 4:36:36 PM Completed Security Checked 6/8/2020 4:36:36 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20179107 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SAFEBUILT, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SAFEBUILT, LLC a Delaware limited liability, located at 3755 Precision Drive, Suite 140, Loveland, CO 80538 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Professional Services Rev. April 27, 2018 3 Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. April 27, 2018 4 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ron La France as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all Professional Services Rev. April 27, 2018 5 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services Rev. April 27, 2018 6 provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager Professional Services Rev. April 27, 2018 7 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Professional Services Rev. April 27, 2018 8 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Professional Services Rev. April 27, 2018 9 Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C20179107 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee SAFEBUILT, LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Tom Brackett CEO CFO Thomas P. Wilkas Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO -Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Professional Services Rev. April 27, 2018 12 Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, Professional Services Rev. April 27, 2018 13 review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course of Palo Alto business will be charged at $0.58 cents per mile. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Role Hourly rate effective through December 31, 2021 Hourly rate effective from January 1, 2022 through December 31, 2024 Building Plans Examiner $105.00 $125.00 Fire Plans Examiner $105.00 $125.00 Senior Fire Inspector $110.00 $130.00 Fire Inspector $105.00 $125.00 Senior Building Inspector $110.00 $130.00 Building Inspector $105.00 $125.00 Permit Technician $80.00 $60.00 Administrative Support $50.00 $60.00 Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev. April 27, 2018 19 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: D00AF9A860FE4DB4A02FC25E5F5DEE65 Status: Completed Subject: Please DocuSign: C20179107 SAFEbuilt - 06082020.pdf Source Envelope: Document Pages: 19 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 12:07:07 PM Holder: Terry Loo Terry.Loo@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 Tom Brackett tbrackett@safebuilt.com CEO Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 50.23.86.120 Signed using mobile Sent: 6/8/2020 12:09:29 PM Viewed: 6/8/2020 2:15:00 PM Signed: 6/8/2020 2:15:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Thomas P. Wilkas twilkas@safebuilt.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.169.71.131 Sent: 6/8/2020 2:15:38 PM Viewed: 6/8/2020 3:04:12 PM Signed: 6/8/2020 3:04:43 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 3:04:45 PM Viewed: 6/8/2020 9:16:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 3:04:45 PM Certified Delivered Security Checked 6/8/2020 3:04:45 PM Signing Complete Security Checked 6/8/2020 3:04:45 PM Completed Security Checked 6/8/2020 3:04:45 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20179108 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SHUMS CODA ASSOCIATES, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SHUMS CODA ASSOCIATES, INC., a California corporation, located at 5776 Stoneridge Mall Road, Suite 150, Pleasanton, CA 94588 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Professional Services Rev. April 27, 2018 3 Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. April 27, 2018 4 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign David Basinger as the Principal to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all Professional Services Rev. April 27, 2018 5 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services Rev. April 27, 2018 6 provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager Professional Services Rev. April 27, 2018 7 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Professional Services Rev. April 27, 2018 8 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Professional Services Rev. April 27, 2018 9 Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C20179108 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee SHUMS CODA ASSOCIATES, INC. Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Principal/CEO David Basinger Chief Operating Officer Christine Godinez Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO -Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Professional Services Rev. April 27, 2018 12 Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, Professional Services Rev. April 27, 2018 13 review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course at Palo Alto business will be charged at the IRS Rate. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. This temporary reduction rate schedule valid from 7/1/2020 through 9/30/2020 Position Rate Range per Hour Temporary Chief Building Official $125 – 170 Temporary Deputy or Assistant Chief Building Official $110 – 150 On-Site Inspection or Plan Review Manager $95 – 130 Off-Site Plan Review - Structural $100 – 120 Off-Site Plan Review – Non-Structural $80 – 120 On-Site Plan Review - Structural $95 – 120 On-Site Plan Review – Non-Structural $90 – 120 Commercial Building Inspector - Combination $90 – 105 Residential Building Inspector - Combination $80 – 100 Permit Technician $60 – 80 Inspector of Record (including DSA or OSHPD) $110 – 130 Code Enforcement Officer $90 – 100 Administrative/Customer Service Staff $30 – 65 Senior Fire Inspector $120 – 140 Fire Inspector $100 – 120 Senior Fire Plan Reviewer $120 – 140 Fire Plan Reviewer $100 – 120 Hourly overtime 1.5 x Hourly Rate This rate schedule valid from 10/1/2020 through 12/31/2024 Title Duties Hourly Rate Plan Review - Structural • Plan reviews to cover one or more of the following disciplines - Building: architectural (fire/life safety), structural, mechanical, electrical, plumbing, accessibility, green building, energy $110-140 Professional Services Rev. April 27, 2018 18 Plan Review – Non- Structural conservation, and geotechnical in conformance with the current California Building Codes (all as modified or amended by the jurisdiction) - Fire: fire/life safety, fire suppression, and hazardous materials to the current California Building Codes (all as modified or amended by the jurisdiction) - Public Works: grading, drainage, geotechnical, onsite\right-of-way improvements, construction management and inspection for public infrastructure projects, and FEMA Flood Insurance Program. • Create typed lists of comments which refer to specific details and drawings, and reference applicable code sections. • Correspond with applicant/designers directly to l i $80-140 Permit Technician • Assists with permit applicants and others by phone and in person, • Calculates and processes permit fees, • Reviews, logs, coordinates and routes various plans and permits, • Processes and reviews building permit applications, documents and plan submittals to assure accuracy and compliance with the jurisdiction • Provides information to the public relating to the status of projects and permits. $60-80 Clerical Support • Performs administrative support in answering telephones, providing customer assistance, data processing, and record keeping $40-75 Commercial Building Inspector - Combination • Review of all approved plans, specifications and documents, • Attend mandatory meetings, including safety training and project management, • Perform inspections for compliance to applicable State of California Building, Mechanical, Electrical, Plumbing, Fire codes, as well as State energy efficiency and accessibility standards as amended by the jurisdiction. Our services may include a State of California registered Fire Protection Engineer, to complete all Fire Code inspection services requested by the jurisdiction. $90-125 Residential Building Inspector - Combination $80-100 Inspector of Record (including DSA or OSHPD) $130-150 Professional Services Rev. April 27, 2018 19 Code Enforcement Officer • Perform a variety of field and office work in support of the City’s local code enforcement program; • Enforce compliance with City regulations and ordinances including those pertaining to zoning, land use, nuisance housing, building codes, health and safety, blight, graffiti, water waste, and other matters of public concern. $95-105 Senior Fire Inspector/Plan Review • Performs complete fire and life safety reviews (including fire department access, means of egress, $120-140 Fire Inspector/Plan Review fire-resistive construction, fire protection systems, etc.) in addition to performing reviews of fire protection systems (fire sprinklers, fire alarms, standpipes, fire pumps, etc.). Reviews must conform to the International Fire and Building Codes, as well as local requirements. $100-120 CASp Specialist • Administers and coordinates a program to implement legislative requirements on access to buildings for people with disabilities. • Monitors plan review and inspection activities and procedures to ensure conformance with legal requirements • Monitors changes and additions to governing codes and regulations and develops or modifies compliance procedures. $450 Temporary Chief Building Official • Manage, oversee, organize building inspection and plan review activities; • Assist in the development of Building Department policies and procedures • Prepare department budget; participate in the forecast of additional funds needed for staffing, equipment, materials, and supplies; administer the approved budget. • Participate in professional and public meetings as required including job site and construction meetings. • Assist in preparing presentations for City Council; assist in preparing ordinance amendments related to building activities; enforce a wide variety of regulations and laws pertaining to public health and safety. $150-200 Temporary Deputy/Assistant Chief Building Official $130-180 Professional Services Rev. April 27, 2018 20 On-Site Inspection or Plan Review Manager • Manage, plan, and direct the inspection or plan review operation; supervise workflow of assigned staff; train, and evaluate staff, work product, methods, and procedures; • Provide oversight for permit services and counter operations; • Coordinate inspection, plan review and permit activities with other departments, divisions, and outside agencies to resolve issues and enhance customer service; $110-150 • Overtime will not be charged for any plan review services billed at the hourly rate, while inspection services will be charged at 150% of the standard hourly rates, with prior authorization from the client. Professional Services Rev. April 27, 2018 21 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF Professional Services Rev. April 27, 2018 22 THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: F9F39F9DC33E49C69E002127275D43AA Status: Completed Subject: Please DocuSign: C20179108 Shums Coda - 06052020.pdf Source Envelope: Document Pages: 22 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 12:10:54 PM Holder: Terry Loo Terry.Loo@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 David Basinger david.basinger@shumscoda.com Principal/CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.197.174.5 Sent: 6/8/2020 12:12:42 PM Viewed: 6/8/2020 1:21:32 PM Signed: 6/8/2020 1:22:37 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Christine Godinez christine.godinez@shumscoda.com Chief Operating Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 50.197.174.5 Sent: 6/8/2020 1:22:39 PM Viewed: 6/8/2020 1:32:21 PM Signed: 6/8/2020 1:32:59 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 1:33:01 PM Viewed: 6/8/2020 1:51:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 1:33:01 PM Certified Delivered Security Checked 6/8/2020 1:33:01 PM Signing Complete Security Checked 6/8/2020 1:33:01 PM Completed Security Checked 6/8/2020 1:33:01 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20179105 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BUREAU VERITAS NORTH AMERICA INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BUREAU VERITAS NORTH AMERICA INC. a Delaware corporation, located at PO Box 841566, Dallas TX 75284-1566 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. April 27, 2018 2 SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Professional Services Rev. April 27, 2018 3 Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. April 27, 2018 4 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Craig Baptista as the Project Principal-in-Charge to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all Professional Services Rev. April 27, 2018 5 costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification Professional Services Rev. April 27, 2018 6 provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager Professional Services Rev. April 27, 2018 7 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Professional Services Rev. April 27, 2018 8 accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Professional Services Rev. April 27, 2018 9 Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. C20179105 SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee BUREAU VERITAS NORTH AMERICA INC. Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Secretary and Vice President Heather B. Bush, Esq. Vice President Craig Baptista Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO -Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Professional Services Rev. April 27, 2018 12 Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, Professional Services Rev. April 27, 2018 13 review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 14 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________ Professional Services Rev. April 27, 2018 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course of Palo Alto business will be charged at IRS rate. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 17 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Title Hourly Billing Rates* Effective through June 30, 2021 Hourly Billing Rates* Effective from July 1, 2021 through December 31, 2024 Off-Site Plan Review (Structural) $125 $135 Off-Site Plan Review (Non- Structural) $115 $125 Commercial Building Inspector - Combination $90 $95 Residential Building Inspector - Combination $85 $90 Permit Technician $62 $65 Civil Engineer $125 $135 Administrative/Customer Service Staff $55 $58 Senior Fire Inspector $105 $115 Fire Inspector $100 $105 Senior Fire Plan Reviewer $110 $120 Fire Plan Reviewer $100 $105 Hourly Overtime Rate - 1.25x Hourly Rate *Overtime and work performed on weekends, after-hours, or on holidays will be an additional 25% of the fees shown above. No overtime will be charged without City approval. Professional Services Rev. April 27, 2018 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev. April 27, 2018 19 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: F875C62EB26B4DEB953E9E90C7645EAF Status: Completed Subject: Please DocuSign: C20179105 Bureau Veritas - 06052020.pdf Source Envelope: Document Pages: 19 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 11:58:57 AM Holder: Terry Loo Terry.Loo@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 Heather B. Bush, Esq. heather.bush@bureauveritas.com Secretary and Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 161.69.123.10 Sent: 6/8/2020 12:03:19 PM Viewed: 6/8/2020 12:05:31 PM Signed: 6/8/2020 3:46:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Craig Baptista craig.baptista@bureauveritas.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 161.69.123.10 Sent: 6/8/2020 3:46:32 PM Viewed: 6/8/2020 3:53:04 PM Signed: 6/8/2020 3:55:59 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 3:56:01 PM Viewed: 6/8/2020 4:27:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Sherry Nikzat sherry.nikzat@cityofpaloalto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 3:56:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 3:56:01 PM Certified Delivered Security Checked 6/8/2020 3:56:01 PM Signing Complete Security Checked 6/8/2020 3:56:01 PM Completed Security Checked 6/8/2020 3:56:01 PM Payment Events Status Timestamps Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20179106 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND INDEPENDENT CODE CONSULTANTS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 22nd day of June, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INDEPENDENT CODE CONSULTANTS, INC. a California corporation, located at 6280 W. Las Positas Blvd., Suite 220, Pleasanton, CA 94588 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit On-Call Development Services Inspections and Plan Review Services (“Project”) and desires to engage a consultant to provide On-Call services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize Professional Services Rev. April 27, 2018 2 work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Six Million Dollars ($6,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount; provided however CONSULTANT acknowledges that the compensation paid to be likely will be less than $6,000,000.00 as CITY has appropriated that amount to payments to be made under six Agreements, of which this Agreement is one. The six Agreements shall be administered by Planning and Development Services to ensure that the total aggregate of compensation paid for these six Agreements will not exceed Six Million Dollars ($6,000,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. Professional Services Rev. April 27, 2018 3 SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made Professional Services Rev. April 27, 2018 4 without the approval of the City Manager will be void. SECTION 12. SUBCONTRACTING. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: DK Engineering 1931 San Miguel Drive, Suite 100, Walnut Creek, CA 94596 (925) 932-8686 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the City Manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Greg Shriver as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Evon Ballash, Development Services, 250 Hamilton Ave, Palo Alto, CA 94301, Telephone: (650) 329-2223. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior Professional Services Rev. April 27, 2018 5 written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through Professional Services Rev. April 27, 2018 6 carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or Professional Services Rev. April 27, 2018 7 termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not Professional Services Rev. April 27, 2018 8 discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City Professional Services Rev. April 27, 2018 9 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, Professional Services Rev. April 27, 2018 10 attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 11 CONTRACT No. C20179106 SIGNATURE PAGE 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 City Manager APPROVED AS TO FORM: City Attorney or designee INDEPENDENT CODE CONSULTANTS, INC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only) EXHIBIT “B”: SCHEDULE OF PERFORMANCE (Not Applicable) EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Abigail Obligacion President Secretary Kelly Park-Li Professional Services Rev. April 27, 2018 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. On-Call Development Services Support The Planning and Development Services Department utilizes outside firms on an on-call basis for professional services consisting of Permit Processing, Plan Check, and Inspection services. Consultant staff shall work under the supervision of the Lead as assigned by the consultant firm, in consultation with the Chief Building Official, Fire Marshall or designee. Consultant Lead shall act as a project manager and liaison between CITY and consultant staff. When requested to provide additional assistance, CONSULTANT shall provide to CITY resumes (including licenses and other credentials) of all individuals proposed to perform requested services. CITY retains the right to reject any or all of consultant’s staff. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City guidelines. CONSULTANT shall make contract personnel available for emergency response at the same hourly rates as conditions specified in this agreement. CONSULTANT shall be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by CITY. Travel costs to and from City offices will not be reimbursed. Travel outside the Bay Area, if required, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. CONSULTANT shall ensure, at their sole expense, that consultant staff maintain certifications required to perform the services requested by CITY. Training is the responsibility of CONSULTANT where staff must maintain training and certifications as required by State regulations and consistent with ISO - Level 1 requirements and training on the City’s local amendments to city code. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned staff that complies with the standards of the CITY. CONSULTANT shall not charge the CITY for training, time in training, or any expenses related to training. Invoices shall be submitted electronically to PCEContracts@cityofpaloalto.org. If the proposal includes subconsultants, the proposal will clearly indicate all overhead costs included for overseeing the subcontract. Reimbursable expenses shall be reimbursed at cost. CONSULTANT shall provide personnel capable of reviewing and providing recommendations to written City inspection guidelines. For consistency in proposal review, proposals should include specific hourly rates per year (no ranges) for the following positions, if applicable to the proposal: Temporary Chief Building Official Professional Services Rev. April 27, 2018 13 Temporary Deputy or Assistant Chief Building Official On-Site Inspection Manager (Contract Lead) On-Site Plan Review Manager (Contract Lead) Off-Site Plan Review - Structural Off-Site Plan Review – Non-Structural On-Site Plan Review - Structural On-Site Plan Review – Non-Structural Commercial Building Inspector - Combination Residential Building Inspector - Combination Permit Technician Engineering Technician Civil Engineer Inspector of Record (including DSA or OSHPD) Code Enforcement Officer Administrative/Customer Service Staff Senior Fire Inspector Fire Inspector Senior Fire Plan Reviewer Fire Plan Reviewer Hourly overtime rate Permit Processing Services CONSULTANT shall be responsible for providing permit-technician, clerical and/or administrative services as requested by CITY on an as-needed basis. Assigned consultant staff shall possess the knowledge, skills, and abilities to perform any combination of the following functions: 1. Enter permit and related data into the Accela permit tracking system; 2. Research, compile and prepare various reports and graphics; 3. Assist the general public at the front counter or by phone/email regarding building, planning, engineering and fire permit requirements, application and permit fees, application filing procedures and processing, and permit status; 4. Accept permit and related applications and collect fees; screen plans and application materials for completeness and for conformance with City ordinances, standards, policies, and guidelines; 5. Review application materials for compliance with conditions of project approval; route plans to other City department for review; 6. Approve and issue minor permits; research and respond to public inquiries; 7. Build and maintain positive working relationships with co-workers, City staff and the public using principles of good customer service; 8. Assists in general office duties, such as filing, typing, preparing plans for permit issuance and other related services as assigned. Plan Review Services CONSULTANT shall be responsible for providing plan check services as requested by CITY on an as needed basis with the knowledge, skills and abilities to perform the following services. Professional Services Rev. April 27, 2018 14 1. Initial plan review of project plans and other related documents submitted in conjunction with applications for building permits to determine compliance with the adopted code, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to, review of the following, as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; civil plans, excavation and grading applications; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Provide the applicant’s designee and the City a typed list of items needing clarification or change to achieve conformance with the above regulations. 3. Provide sufficient communication with the applicant’s designee(s), either by telephone, email, mail, or meeting and perform all necessary plan reviews to achieve conformance to the regulations. 4. Perform plan reviews of revisions to plans that have previously been approved for permit issuance. 5. Provide Consultant Lead/Plan Review Project Manager with periodic reports on the plan review status for all assigned projects. Inspection Services CONSULTANT shall be responsible for providing inspection services as requested by CITY on an as- needed basis with the knowledge, skills and abilities to perform the following services: 1. Inspections and re-inspections for building permits to determine compliance with adopted codes, applicable laws, regulations, ordinances, and City policies. The services shall include, but not be limited to review of the following as applicable to each project: architectural, structural, electrical, mechanical, and plumbing plans; structural calculations; accessibility compliance; fire and life safety components; geotechnical reports related to structural design; green building and energy code compliance documentation and deferred submittal items. 2. Coordinate assigned inspection and re-inspection requests. 3. Enter inspection records into the Accela permit tracking system. Maintain inspection records for assigned projects as determined by the City. Professional Services Rev. April 27, 2018 15 EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT $ 5. BUDGET CODE: COST CENTER PHASE COST ELEMENT WBS/CIP 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: _ BY: Name Title Date BY: Name Title Date Professional Services Rev. April 27, 2018 16 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) Professional Services Rev. April 27, 2018 17 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Mileage, driven during the course of Palo Alto business will be charged at IRS rate. B. Printing and photographic work courier services are reimbursable at 20% mark-up. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 18 EXHIBIT “C-1” SCHEDULE OF RATES These rates shall be subject to review periodically and may change if agreed upon by both parties. Plan Review Services Unit Rate Unit Structural Review $115.00 Hour Non-Structural Review $ 85.00 Hour Fire Review $115.00 Hour Civil Review $128.00 Hour Building Department Support Staff Unit Rate Unit On-Site Plans Examiner/Engineer $119.00 Hour Basis of Charges Unit Rate Work over 8 hours a day Time and One-Half Work over 12 hours, Monday through Friday Double Time Work on Saturdays Time and One-Half Work over 8 hours on Saturday Double Time Work on Sundays/Holidays Double Time Reimbursables cost r:l ENGINEERING SURVEYING • PLANNING STANDARD CHARGE RATES (Effective through June 1, 2020) PERSONNEL CHARGES Charges for personnel engaged in professional and/or technical work are made for the actual hours directly chargeable to the project. Rates are subject to change. Rates are as follows: OFFICE SERVICES Principal Engineer Senior Project Manager Project Manager Senior Engineer Sr. Associate Engineer Associate Engineer Engineer Senior Planner Associate Planner Planner Senior Project Designer Project Designer Designer GADD/Draftsperson Graphic Artist Administrative FIELD SERVICES One-Man Field Party Two-Man Field Party I GPS Crew Three-Man Field Party Survey Manager Senior Land Surveyor Land Surveyor Senior Survey Technician Survey Technician CHARGE RATES $ 235.00/hr $ 205.00/hr $ 195.00/hr $ 190.00/hr $ 180.00/hr $ 175.00/hr $ 165.00/hr $ 170.00/hr $ 165.00/hr $ 160.00/hr $ 175.00/hr $ 165.00/hr $ 135.00/hr $ 120.00/hr $ 90.00/hr $ 80.00/hr $ 205.00/hr $ 260.00/hr $ 310.00/hr $ 205.00/hr $ 190.00/hr $ 185.00/hr $ 175.00/hr $ 145.00/hr 1931 San Miguel Drive, Suite 100, Walnut Creek, CA 94596 Tel:(925) 932-6868 www.dkEngin.com Professional Services Rev. April 27, 2018 17 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER’S COMPENSATION YES EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. April 27, 2018 18 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 30A2B3F38F36477FA71EB7D366332C78 Status: Completed Subject: Please DocuSign: C20179106 Independent Code - 06052020.pdf Source Envelope: Document Pages: 21 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/8/2020 12:03:42 PM Holder: Terry Loo Terry.Loo@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 Abigail Obligacion aobligacion@independentcodeconsultants.com President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 96.76.207.102 Signed using mobile Sent: 6/8/2020 12:06:06 PM Viewed: 6/8/2020 1:14:35 PM Signed: 6/8/2020 1:15:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kelly Park-Li kpark-li@independentcodeconsultants.com Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.15.93.7 Sent: 6/8/2020 1:15:08 PM Viewed: 6/8/2020 1:18:10 PM Signed: 6/8/2020 1:23:52 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/8/2020 1:23:54 PM Viewed: 6/8/2020 1:45:56 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/8/2020 1:23:54 PM Certified Delivered Security Checked 6/8/2020 1:23:54 PM Signing Complete Security Checked 6/8/2020 1:23:54 PM Completed Security Checked 6/8/2020 1:23:54 PM Payment Events Status Timestamps City of Palo Alto (ID # 11275) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Local Early Action Planning (LEAP) Grant for Housing Production Title: Adoption of a Resolution Authorizing the City Manager to Apply to the State of California Housing and Community Development Department for the Local Early Action Planning (LEAP) Grant for Housing Production Grant Program; Environmental Assessment: Exempt Under CEQA Guidelines Section 15061(b)(3) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that the City Council adopt the Resolution (Attachment A): (1) Authorizing the City Manager or the City Manager’s Designee to Submit an Application to the California Department of Housing and Community Development (HCD) for a Local Early Action Planning (LEAP) Grant in the Amount of $300,000, and (2) Authorizing the City Manager or the City Manager’s Designee to Execute the Standard Agreement and any other documentation necessary to secure the award. Executive Summary The LEAP program provides funds to local jurisdictions throughout the State of California to prepare and adopt planning documents and process improvements that accelerate housing production. Projects eligible for LEAP funding align with the City Council’s 2020 housing priority and the Planning and Development Services Department’s (PDS) work program. The PDS Housing Work Plan, updated in February 2020, includes efforts directed by City Council and some required by State law. Therefore, PDS staff prepared the draft LEAP grant application (Attachment B) and associated resolution (Attachment A). Council adoption of the resolution authorizes staff to submit the application and execute a Standard Agreement with HCD to allow funds to be disbursed. Staff anticipates that the $300,000 in LEAP grant funding could augment City funding of important PDS work starting in 2020 through December 31, 2023. City of Palo Alto Page 2 Background In January 2020, HCD announced the release of a Notice of Funding Availability (NOFA)1 for approximately $119,040,000 as part of the Local Early Action Planning Grants Program (LEAP or Program)2. Cities can use program funds to prepare and adopt planning documents and process improvements accelerating housing production and facilitating compliance to implement the sixth cycle of the Regional Housing Needs Allocation (RHNA). Based upon its population size, Palo Alto qualifies for $300,0003 in non-competitive LEAP grant funding. Completed applications are due to HCD by July 1, 20204 at the latest. Staff anticipates this funding stream would be available within 60 days after September 1, 2020 and through December 31, 2023. Funds must be expended by December 31, 2023. To be eligible for funding, the activities proposed in the LEAP grant application must demonstrate an increase in housing related planning activities and facilitate accelerated housing production. Activities may be part of a larger planning effort (e.g., a Coordinated Area Plan) if they have not been completed prior to the NOFA release date. The activities must be distinct and demonstrate a nexus to accelerating housing production. Activities do not have to be jurisdiction-wide and may include a smaller geography with a significant impact on housing production. Activities may result in a variety of planning documents and processes. In contrast, activities that obstruct or hinder housing production are ineligible for funding. Ineligible activities include moratoriums, downzoning, planning documents with conditional use permits that significantly impact supply, cost, approval certainty and timing, planned development, or other similarly constraining processes. Information on the City’s latest progress on Housing Element implementation can be found in recent reports staff presented to the Planning and Transportation Commission on February 22, 20205 and City Council on March 16, 2020,6 as well as the 2019 Housing Element Annual Report submitted to HCD.7 Palo Alto received a fifth cycle Regional Housing Needs Allocation (RHNA) of a total of 1,988 housing units to provide between January 1, 2014 and October 31, 2022. Palo Alto provided 554 of those housing units by the end of 2019. Staff are actively following the sixth cycle RHNA discussions well underway in the Housing Methodology Committee.8 The Committee is currently debating potential methodologies by which to allocate an anticipated increase in housing unit numbers amongst Bay Area jurisdictions. Jurisdictions anticipate the release of draft and final RHNA numbers in Spring 2021 and Winter 2021, respectively. The final housing unit numbers are key inputs into the forthcoming Housing Element update process. Discussion 1 https://www.hcd.ca.gov/grants-funding/active-funding/leap/docs/LEAP_Final_Clean.pdf 2 Per Chapter 3.1 of the Health and Safety Code, Section 50515.03 (Chapter 159, Statutes of 2019). 3 https://www.hcd.ca.gov/grants-funding/active-funding/leap/docs/PlanningGrants_20182019_022720.pdf 4 https://www.hcd.ca.gov/grants-funding/active-funding/leap.shtml 5 https://www.cityofpaloalto.org/civicax/filebank/documents/75222 6 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=64737.14&BlobID=75670 7 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=60494&BlobID=75396 8 https://abag.ca.gov/our-work/housing/rhna-regional-housing-needs-allocation/housing-methodology-committee City of Palo Alto Page 3 The Planning and Development Services Department (PDS) prepared a draft LEAP grant application (Attachment B). The application requests funding to support one or more of the following projects discussed below: Project 1: Housing Element Update and Initial Implementation Staff identified the forthcoming Housing Element Update as a key project to benefit from LEAP grant funding. The project description envisions completion of the Housing Element. Tasks include: • Housing Element update scoping efforts, • Community outreach and community engagement efforts, • Utilization of the forthcoming Regional Housing Technical Assistance Tools, • Assessment of the current Housing Element, • Preparation of the housing needs analysis, • Preparation of the housing sites analysis, • Creation of the implementation program monitoring procedures, and milestones for assessment and reporting purposes, • Preparation of California Environmental Quality Act (CEQA) analysis, compliance, and documentation, and • Certification of the updated Housing Element by HCD. The bulk of the Housing Element Update work will occur parallel to the release of the Palo Alto’s draft and final RHNA numbers. These numbers are currently anticipated to be released in Spring 2021 and Winter 2021, respectively. HCD anticipates certifying adopted Housing Elements for the San Francisco Bay Area in the December 2022 through January 2023 timeframe. Staff work on initial Housing Element implementation would occur with LEAP grant funding through the remaining expenditure period ending December 2023. Project 2: North Ventura Coordinated Area Plan (NVCAP) Staff identified the North Ventura Coordinated Area Plan (NVCAP) process as another key project for LEAP grant funding. Due to LEAP requirements, it is necessary to carve out portions of the NVCAP process that are not currently funded by Caltrans and partnership funding. LEAP funding can, however, augment City funding for the NVCAP to mitigate budget shortfalls in the coming Fiscal Year. The City Council identified creation of more housing as one of the key goals of the NVCAP process. This goal is embraced by the NVCAP Working Group, which seeks to identify an appropriate balance between housing, retail, and other uses throughout the plan area. Through the plan and accompanying zoning changes, staff believe the NVCAP will accelerate housing production in Palo Alto, thereby qualifying the NVCAP process for LEAP grant funding. Specifically, the LEAP grant would contribute funding toward the following tasks: • Development of the preferred alternative, • Draft and final coordinated area plan report, and • Adopted plan and final report. City of Palo Alto Page 4 These initiatives ensure the area plan becomes a document that can be implemented by current and future property owners. Over time, the vision of the NVCAP, including more housing, can be realized. Project 3: Municipal Code Updates to Facilitate Acceleration of Housing Production. Staff identified production-oriented Housing Work Plan Tasks that City Council directed as another key project for LEAP grant funding. These Council-directed9 tasks reflect the City’s interest and leadership in studying specific aspects of the Municipal Code. Code amendments can facilitate housing production targets near jobs, transit, and services, responding to market forces, sustainability goals, efficient land use, and retention of community aesthetic character. The LEAP grant would augment City funding for studies and code updates. Staff anticipates utilizing LEAP grant funding for this work through the expenditure period ending December 2023. • Study Establishment of Protections to Retain Existing Housing and Creation of Incentives for Development of Additional Cottage Clusters, Duplexes, Triplexes, Fourplexes in Existing Single-Family Residential Zoning Districts. Housing Work Plan 2.9. • Study Effectiveness of Existing Pedestrian and Transit-Oriented Development (PTOD) Combining District & Existing Village Residential Development Zoning District as Tools to Promote Housing Production. Housing Work Plan Task 2.10. • Study Existing Inclusionary Housing Program to Determine the Extent that Inclusionary Requirements can be Increased and Extended to Rental Housing. Housing Work Plan Tasks 3.2 & 3.1. • Study Existing Municipal Code to Identify and Reduce or Remove Possible Constraints to the Production of Special Needs Housing. Housing Work Plan Task 2.4.7. PDS staff are actively working on tasks from the Housing Work Plan. Some tasks are complete, underway, or have other funds (such as SB2 funding or Challenge Grant funding) available. Staff will continue to look for additional alternative funding to assist with ongoing, Council-directed housing-related work. Resource Impact Council approval of the resolution (Attachment A) authorizes City staff to apply to HCD for $300,000 in LEAP grant funding for the three projects described above. The resolution also 9 CMR ID # 11038 from February 3, 2020 Council Meeting: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=61922.54&BlobID=74930 Action Minutes from February 3, 2020 Council Meeting: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=42174.98&BlobID=75500 City of Palo Alto Page 5 enables the City Manager to execute the Standard Agreement with HCD without the need to return to Council. According to HCD, the Standard Agreement for LEAP grant funding will be very similar to the City/HCD agreement for SB 2 Planning Grant funding. This funding will augment the funds available to carry on this important work. Considering the budget cuts the City is facing due to the COVID-19 pandemic, this funding will allow Palo Alto to carry on essential work for housing production and remain compliant with state laws. Depending on the volume of applications, City staff will be notified within 30 days if the application is complete and accepted. Awards are anticipated within 60 days of application submittal and another 60 days are granted to execute the Standard Agreement. This non- competitive grant does not require matching funds from the City. Staff would be able to use funding up to the amount awarded for both staff time and consultant work, if needed. Expenditures are permitted through December 31, 2023. Staff will return to Council to request a budget amendment to recognize grant revenue and corresponding expense once the Standard Agreement is executed. Policy Implications The grant funding would assist the City in completing the already initiated North Ventura Coordinated Area Plan process and initiating and completing the required Housing Element Update. In addition, the grant could fund work on other items identified in the Housing Work Plan. The projects in the grant application do not represent work beyond Council-directed or supported in the Planning and Development Services Department Work Plan. Stakeholder Engagement Stakeholder and community engagement are essential components within the North Ventura Coordinated Area Plan (NVCAP) process, the Housing Element Update process, and all aspects of the Housing Work Plan. Environmental Review The actions recommended in this report are exempt from review under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15061(b)(3). The actions would initiate a planning process and are not determinative of any specific outcome. Any proposed changes to the Municipal Code or plan adoption resulting from projects proposed from LEAP grant funding would be subject to CEQA public review process prior to Council adoption. Attachments: • Attachment A: Draft Resolution • Attachment B: Draft LEAP Grant Application *NOT YET APPROVED* 1 20200429_ay_16_0160025 RESOLUTION NO. _____ A RESOLUTION OF THE CITY COUNCIL OF CITY OF PALO ALTO AUTHORIZING APPLICATION FOR, AND RECEIPT OF, LOCAL GOVERNMENT PLANNING SUPPORT GRANT PROGRAM FUNDS WHEREAS, pursuant to Health and Safety Code 50515 et. Seq, the Department of Housing and Community Development (“Department”) is authorized to issue a Notice of Funding Availability (NOFA) as part of the Local Government Planning Support Grants Program (hereinafter referred to by the Department as the “Local Early Action Planning Grants Program” or “LEAP”); and WHEREAS, the City Council of the City of Palo Alto desires to submit a LEAP grant application package (“Application”), on the forms provided by the Department, for approval of grant funding for projects that assist in the preparation and adoption of planning documents and process improvements that accelerate housing production and facilitate compliance to implement the sixth cycle of the regional housing need assessment; and WHEREAS, the Department has issued a NOFA and Application on January 27, 2020 in the amount of $119,040,000 for assistance to all California Jurisdictions; Now, therefore, the City Council of the City of Palo Alto (“Applicant”) resolves as follows: SECTION 1. The City Manager is hereby authorized and directed to apply for and submit to the Department the Application package; SECTION 2. In connection with the LEAP grant, if the Application is approved by the Department, the City Manager of the City of Palo Alto is authorized to submit the Application, enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (“Standard Agreement”) for the amount of $300,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the LEAP grant, the Applicant’s obligations related thereto, and all amendments thereto; and SECTION 3. The Applicant shall be subject to the terms and conditions as specified in the NOFA, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the NOFA and in conjunction with the terms of the Standard Agreement, the Applicant hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application. ADOPTED ON _______________, by the City Council of City of Palo Alto by the following vote count: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED: ______________________________ ______________________________ City Clerk Mayor APPROVED AS TO FORM: ________________________________ Assistant City Attorney Local Early Action Planning Grant Application State of California Governor Gavin Newsom Alexis Podesta, Secretary Business, Consumer Services and Housing Agency Doug McCauley, Acting Director Department of Housing and Community Development Zachary Olmsted, Deputy Director Department of Housing and Community Development Housing Policy Development 2020 West El Camino, Suite 500 Sacramento, CA 95833 Website: https://www.hcd.ca.gov/grants-funding/active-funding/leap.shtml Email: EarlyActionPlanning@hcd.ca.gov January 27, 2020 LEAP Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department) for a grant authorized underneath the Local Early Action Planning Grants (LEAP) provisions pursuant to Health and Safety Code Sections 50515 through 50515.05. LEAP provides funding to jurisdictions for the preparation and adoption of planning documents, process improvements that accelerate housing production and facilitate compliance in implementing the sixth cycle of the regional housing need assessment. If you have questions regarding this application or LEAP, email earlyactionplanning@hcd.ca.gov. If approved for funding, the LEAP application is incorporated as part of your Standard Agreement with the Department. In order to be considered for funding, all sections of this application, including attachments and exhibits if required, must be complete and accurate. All applicants must submit a complete, signed, original application package and digital copy on CD or USB flash drive to the Department and postmarked by the specified due date in the NOFA. Applicants will demonstrate consistency with LEAP requirements by utilizing the following forms and manner prescribed in this application. o Pages 3 through 14 constitute the full application (save paper, print only what is needed) o Attachment 1: Project Timeline and Budget: Including high-level tasks, sub-tasks, begin and end dates, budgeted amounts, deliverables, and adoption and implementation dates. o Attachment 2: Nexus to Accelerating Housing Production o Attachment 3: State and Other Planning Priorities o Attachment 4: Required Resolution Template o Government Agency Taxpayer ID Form (available as a download from the LEAP webpage located at https://www.hcd.ca.gov/grants-funding/active-funding/leap.shtml o If the applicant is partnering with another local government or other entity, include a copy of the legally binding agreement; and o Supporting documentation (e.g., letters of support, scope of work, project timelines, etc.) Pursuant to Section XII of the LEAP 2020 Notice of Funding Availability (NOFA), the application package must be postmarked on or before July 1, 2020, and received by the Department at the following address: Department of Housing and Community Development Division of Housing Policy Development 2020 West El Camino Ave, Suite 500 Sacramento, CA 95833 LEAP NOFA Application Rev. 1/24/2020 Page 2 of 14 A.Applicant Information and Certification Applicant (Jurisdiction) Applicant’s Agency Type Applicant’s Mailing Address City State California Zip Code County Website Authorized Representative Name Authorized Representative Title Phone Fax Email Contact Person Name Contact Person Title Phone Fax Email Proposed Grant Amount $ Pursuant to Health and Safety Code Section 50515.03 through (d) of the Guidelines, all applicants must meet the following two requirements to be eligible for an award: 1.Does the application demonstrate a nexus to accelerating housing production as shown in Attachment 1?Yes No 2.Does the application demonstrate that the applicant is consistent with State Planning or Other Priorities; Attachment 2?Yes No Is a fully executed resolution included with the application package? Yes No Does the address on the Government Agency Taxpayer ID Form exactly match the address listed above? Yes No Is the applicant partnering with another eligible local government entity? If Yes, provide a fully executed copy of the legally binding agreement. Yes No As the official designated by the governing body, I hereby certify that if approved by HCD for funding through the Local Early Action Planning Program (LEAP), the assumes the responsibilities specified in the Notice of Funding Availability and certifies that the information, statements and other contents contained in this application are true and correct. Signature: Name: Date: Title: LEAP NOFA Application Rev. 1/24/2020 Page 3 of 14 B.Proposed Activities Checklist Check all activities the locality is undertaking. Activities must match the project description. 1 Rezoning and encouraging development by updating planning documents and zoning ordinances, such as general plans, community plans, specific plans, implementation of sustainable communities’ strategies, and local coastal programs 2 Completing environmental clearance to eliminate the need for project-specific review 3 Establishing housing incentive zones or other area based housing incentives beyond State Density Bonus Law such as a workforce housing opportunity zone pursuant to Article 10.10 (commencing with Section 65620) of Chapter 3 of Division 1 of Title 7 of the Government Code or a housing sustainability district pursuant to Chapter 11 (commencing with Section 66200) of Division 1 of Title 7 of the Government Code 4 Performing infrastructure planning, including for sewers, water systems, transit, roads, or other public facilities necessary to support new housing and new residents 5 Planning documents to promote development of publicly owned land such as partnering with other local entities to identify and prepare excess or surplus property for residential development 6 Revamping local planning processes to speed up housing production 7 Developing or improving an accessory dwelling unit ordinance in compliance with Section 65852.2 of the Government Code 8 Planning documents for a smaller geography (less than jurisdiction-wide) with a significant impact on housing production including an overlay district, project level specific plan, or development standards modifications proposed for significant areas of a locality, such as corridors, downtown or priority growth areas 9 Rezoning to meet requirements pursuant to Government Code Section 65583(c)(1) and other rezoning efforts to comply with housing element requirements, including Government Code Section 65583.2(c) (AB 1397, Statutes of 2018) 10 Upzoning or other implementation measures to intensify land use patterns in strategic locations such as close proximity to transit, jobs or other amenities 11 Rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps); Establishing Pre-approved architectural and site plans 12 Preparing and adopting housing elements of the general plan that include an implementation component to facilitate compliance with the sixth cycle RHNA 13 Adopting planning documents to coordinate with suballocations under Regional Early Action Planning Grants (REAP) that accommodate the development of housing and infrastructure and accelerate housing production in a way that aligns with state planning priorities, housing, transportation equity and climate goals, including hazard mitigation or climate adaptation 14 Zoning for by-right supportive housing, pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018) 15 Zoning incentives for housing for persons with special needs, including persons with developmental disabilities 16 Planning documents related to carrying out a local or regional housing trust fund 17 Environmental hazard assessments; data collection on permit tracking; feasibility studies, site analysis, or other background studies that are ancillary (e.g., less than 15% of the total grant amount) and part of a proposed activity with a nexus to accelerating housing production 18 Other planning documents or process improvements that demonstrate an increase in housing related planning activities and facilitate accelerating housing production 19 Establishing Prohousing Policies LEAP NOFA Application Rev. 1/24/2020 Page 4 of 14 C.Project Description Provide a description of the project and each activity using the method outlined below, and ensure the narrative speaks to Attachment 1: Project Timeline and Budget. a.Summary of the Project and its impact on accelerating production b.Description of the tasks and major sub-tasks c.Summary of the plans for adoption or implementation Please be succinct and use Appendix A or B if more room is needed. LEAP NOFA Application Rev. 1/24/2020 Page 5 of 14 D.Legislative Information District # Legislator Name Federal CongressionalDistrict State Assembly District State Senate District Applicants can find their respective State Senate representatives at https://www.senate.ca.gov/, and their respective State Assembly representatives at https://www.assembly.ca.gov/. LEAP NOFA Application Rev. 1/24/2020 Page 6 of 14 Attachment 1: Project Timeline and Budget Task Est. Cost Begin End Deliverable Notes Total Projected Cost $ Include high-level tasks, major sub-tasks (Drafting, Outreach, Public Hearings and Adoption), budget amounts, begin and end dates and deliverables. If other funding is used, please note the source and amount in the Notes section. LEAP NOFA Application Rev. 1/24/2020 Page 7 of 14 Attachment 2: Application Nexus to Accelerating Housing Production Applicants shall demonstrate how the application includes a nexus to accelerating housing production by providing data regarding current baseline conditions and projected outcomes such as a reduction in timing, lower development costs, increased approval certainty, increases in number of entitlements, more feasibility, or increases in capacity. An expected outcome should be provided for each proposed deliverable. If necessary, use Appendix B to explain the activity and its nexus to accelerating housing production. Select at least one *Baseline **Projected ***Difference Notes Timing (e.g., reduced number of processing days) Development cost (e.g., land, fees, financing, construction costs per unit) Approval certainty and reduction in discretionary review (e.g., prior versusproposed standard and level of discretion) Entitlement streamlining (e.g., number of approvals) Feasibility of development Infrastructure capacity (e.g., number of units) Impact on housing supply and affordability (e.g., number of units) *Baseline – Current conditions in the jurisdiction (e.g. 6-month development application review, or existing number of units in a planning area) **Projected – Expected conditions in the jurisdiction because of the planning grant actions (e.g. 2-month development application review) ***Difference – Potential change resulting from the planning grant actions (e.g., 4-month acceleration in permitting, creating a more expedient development process) LEAP NOFA Application Rev. 1/24/2020 Page 8 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 1 of 3) Applicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities by selecting from the list below activities that are proposed as part of this application or were completed within the last five years. Briefly summarize the activity and insert a date of completion. State Planning Priorities Date of Completion Brief Description of the Action Taken Promote Infill and Equity Rehabilitating, maintaining, and improving existing infrastructure that supports infill development and appropriate reuse and redevelopment of previously developed, underutilized land that is presently served by transit, streets, water, sewer, and other essential services, particularly in underserved areas. Seek or utilize funding or support strategies to facilitate opportunities for infill development. Other (describe how this meets subarea objective) Promote Resource Protection Protecting, preserving, and enhancing the state’s most valuable natural resources, including working landscapes such as farm, range, and forest lands; natural lands such as wetlands, watersheds, wildlife habitats, and other wildlands; recreation lands such as parks, trails, greenbelts, and other open space; and landscapes with locally unique features and areas identified by the state as deserving special protection. Actively seek a variety of funding opportunities to promote resource protection in underserved communities. Other (describe how this meets subarea objective) Encourage Efficient Development Patterns Ensuring that any infrastructure associated with development, other than infill development, supports new development that does the following: (1) Uses land efficiently. LEAP NOFA Application Rev. 1/24/2020 Page 9 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 2 of 3) (2) Is built adjacent to existing developed areas to the extent consistent with environmental protection. (3) Is located in an area appropriately planned for growth. (4) Is served by adequate transportation and other essential utilities and services. (5) Minimizes ongoing costs to taxpayers. Other (describe how this meets subarea objective) Other Planning Priorities Affordability and Housing Choices Incentives and other mechanisms beyond State Density Bonus Law to encourage housing with affordability terms. Efforts beyond state law to promote accessory dwelling units or other strategies to intensify single-family neighborhoods with more housing choices and affordability. Upzoning or other zoning modifications to promote a variety of housing choices and densities. Utilizing surplus lands to promote affordable housing choices. Efforts to address infrastructure deficiencies in disadvantaged communities pursuant to Government Code Section 65302.10. Other (describe how this meets subarea objective) LEAP NOFA Application Rev. 1/24/2020 Page 10 of 14 Attachment 3: State and Other Planning Priorities Certification (Page 3 of 3) Conservation of Existing Affordable Housing Stock Policies, programs or ordinances to conserve stock such as an at-risk preservation ordinance, mobilehome park overlay zone, condominium conversion ordinance and acquisition and rehabilitation of market rate housing programs. Policies, programs and ordinances to protect and support tenants such as rent stabilization, anti- displacement strategies, first right of refusal policies, resources to assist tenant organization and education and “just cause” eviction policies. Other (describe how this meets subarea objective) Climate Adaptation Building standards, zoning and site planning requirements that address flood and fire safety, climate adaptation and hazard mitigation. Long-term planning that addresses wildfire, land use for disadvantaged communities, and flood and local hazard mitigation. Community engagement that provides information and consultation through a variety of methods such as meetings, workshops, and surveys and that focuses on vulnerable populations (e.g., seniors,people with disabilities, homeless, etc.). Other (describe how this meets subarea objective) Certification: I certify under penalty of perjury that all information contained in this LEAP State Planning and Other Planning Priorities certification form (Attachment 2) is true and correct. Certifying Officials Name: Certifying Official’s Title: Certifying Official’s Signature: Date: LEAP NOFA Application Rev. 1/24/2020 Page 11 of 14 Attachment 4: Required Resolution Template RESOLUTION NO. [insert resolution number] A RESOLUTION OF THE [INSERT EITHER “CITY COUNCIL” OR “COUNTY BOARD OF SUPERVISORS”] OF [INSERT THE NAME OF THE CITY OR COUNTY] AUTHORIZING APPLICATION FOR, AND RECEIPT OF, LOCAL GOVERNMENT PLANNING SUPPORT GRANT PROGRAM FUNDS WHEREAS, pursuant to Health and Safety Code 50515 et. Seq, the Department of Housing and Community Development (Department) is authorized to issue a Notice of Funding Availability (NOFA) as part of the Local Government Planning Support Grants Program (hereinafter referred to by the Department as the Local Early Action Planning Grants program or LEAP); and WHEREAS, the [insert either “City Council” or “County Board of Supervisors”] of [insert the name of the City or County] desires to submit a LEAP grant application package (“Application”), on the forms provided by the Department, for approval of grant funding for projects that assist in the preparation and adoption of planning documents and process improvements that accelerate housing production and facilitate compliance to implement the sixth cycle of the regional housing need assessment; and WHEREAS, the Department has issued a NOFA and Application on January 27, 2020 in the amount of $119,040,000 for assistance to all California Jurisdictions; Now, therefore, the [insert either “City Council” or “County Board of Supervisors”] of [insert the name of the city or county] (“Applicant”) resolves as follows: SECTION 1. The [insert the authorized designee’s TITLE ONLY] is hereby authorized and directed to apply for and submit to the Department the Application package; SECTION 2. In connection with the LEAP grant, if the Application is approved by the Department, the [insert the authorized designee’s TITLE ONLY] of the [insert the name of the City or County] is authorized to submit the Application, enter into, execute, and deliver on behalf of the Applicant, a State of California Agreement (Standard Agreement) for the amount of [$ enter the dollar amount of the Applicant’s request], and any and all other documents required or deemed necessary or appropriate to evidence and secure the LEAP grant, the Applicant’s obligations related thereto, and all amendments thereto; and SECTION 3. The Applicant shall be subject to the terms and conditions as specified in the NOFA, and the Standard Agreement provided by the Department after approval. The Application and any and all accompanying documents are incorporated in full as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the Application will be enforceable through the fully executed Standard Agreement. Pursuant to the NOFA and in conjunction with the terms of the Standard Agreement, the Applicant hereby agrees to use the funds for eligible uses and allowable expenditures in the manner presented and specifically identified in the approved Application. ADOPTED ON [insert the date of adoption], by the [insert either “City Council” or “County Board of Supervisors”] of [insert the name of the City or County] by the following vote count: AYES: NOES: ABSENT: ABSTAIN: ATTEST: APPROVED AS TO FORM: [Signature of Attesting Officer] ___________________________________________APPROVED [Signature of approval] LEAP NOFA Application Rev. 1/24/2020 Page 12 of 14 Appendix A LEAP NOFA Application Rev. 1/24/2020 Page 13 of 14 Appendix B LEAP NOFA Application Rev. 1/24/2020 Page 14 of 14 City of Palo Alto (ID # 11277) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Resolution Adopting the San Francisco Bay Area Integrated Regional Water Management Plan Title: Adoption of a Resolution Adopting the 2019 San Francisco Bay Area Integrated Regional Water Management Plan From: City Manager Lead Department: Utilities Recommendation Staff recommends the Council adopt a resolution adopting the 2019 San Francisco Bay Area Integrated Regional Water Management Plan. Background The development of the Bay Area Integrated Regional Water Management Plan (IRWMP) is a nine-county effort to coordinate and improve water supply reliability, protect water quality, manage flood protection, maintain public health standards, protect habitat and watershed resources, and enhance the overall health of the San Francisco Bay. On September 12, 2005, Council approved and authorized the mayor to sign the Letter of Mutual Understandings (LOMU) for the development of the IRWMP (CMR:359:05). The LOMU identified the goals of the IRWMP and outlined the working relationships for a diverse group of water suppliers, water quality agencies, wastewater agencies, storm water agencies, flood management agencies, watershed and habitat agencies, local governments, environmental groups, business groups, and other interested parties. The LOMU partners include: Alameda County Flood Control and Water Conservation District, Alameda County Water District, Association of Bay Area Governments, Bay Area Clean Water Agencies, Bay Area Water Supply and Conservation Agency, City of Napa, City of Palo Alto, Contra Costa Water District, Contra Costa County Flood Control and Water Conservation District, East Bay Municipal Utility District, Marin Municipal Water District, North Bay Watershed Association, San Francisco Estuary Project, San Francisco Public Utilities Commission, Santa Clara Basin Watershed Management Initiative, Valley Water, Solano County Water Agency, Sonoma County Water Agency, State Coastal Conservancy, and Zone 7 Water Agency. City of Palo Alto Page 2 The first plan was finalized on November 1, 2006 and was adopted by Palo Alto via Resolution 8672 on November 20, 2006. The IRWMP participants updated the plan in 2013, and Council adopted it on May 20, 2019 (Reso #9832). The Bay Area IRWMP: • Provides a valuable venue for regional collaboration across agencies • Improves responsiveness to regional needs and priorities • Helps to effectively integrate water resources management activities • Serves as a platform to secure state and federal funding The five overarching goals of the Bay Area IRWMP are to: 1. Promote environmental, economic and social sustainability 2. Improve water supply reliability and quality 3. Protect and improve watershed health and function and Bay water quality 4. Improve regional flood management 5. Create, protect, enhance, and maintain environmental resources and habitats Required changes outlined in the 2016 IRWM Guidelines fall into one of three categories: • Updated code section: updates the code citation for the requirement (low level of effort) • Clarification: provide more detail to an existing guideline, such as which groundwater constituents must be discussed (medium level of effort) • New: new requirement not previously in guidelines, including climate change impacts on the Region (higher level of effort) To address these new and updated requirements, the Bay Area IRWM Region made updates to the Plan, including: • Discussing climate change vulnerabilities in the Bay Area; • Identifying how management strategies can help address climate change challenges; • Outlining specific processes and strategies used to engage and include underrepresented populations, such as Disadvantaged communities and Tribal communities, in regional planning • Including additional details on the work performed under the Disadvantaged Communities and Tribal Involvement Program (DACTIP); • Adding detail related to regional groundwater contaminants and management plans; and • Other minor changes to conform to 2016 IRWM Guidelines. The latest Bay Area IRWMP document can be viewed here: 2019 BAIRWMP.1 Securing state and federal funding for water-related projects is of upmost importance to Palo Alto. Funding for the recycled water trunk line from the Palo Alto Regional Water Quality Control Plant (RWQCP) south to Mountain View was acquired through the IRWMP process. 1 http://bayareairwmp.org/irwm-plans/ City of Palo Alto Page 3 Discussion The development of the Bay Area IRWMP was in response to the state’s requirement that grant funding is only provided for projects included in an adopted integrated water management plan. Currently, the Bay Area IRWM Coordinating Committee (CC) is soliciting projects for the region’s response to a forthcoming draft Proposal Solicitation Package (PSP) from the California Department of Water Resources (DWR) for Proposition 1 (The Water Quality, Supply, and Infrastructure Improvement Act of 2014) IRWM Implementation funding. The Bay Area funding allotment for Prop. 1 Implementation is $47,450,000 and will be split between two or more rounds. In order to enable current funding from the Department of Water Resources’ Proposition 84 IRWM Grant Program for the downstream work on the San Francisquito Creek, and potential future funding from a new proposal under DWR's 2019 Prop. 1 solicitation, all partner agencies to the San Francisquito Creek Joint Powers Agency (SFCJPA) are required to adopt the updated 2019 Bay Area IRWMP. To enable $2,964,479 in Prop 1 grant funding for the SFCJPA upstream project in June 2020, all partner agencies to the SFCJPA are required to adopt the 2019 update to the Bay Area Integrated Water Resources Plan (BAIRWMP). The expansion of Palo Alto’s recycled water distribution system is another project benefitting Palo Alto on the Bay Area IRWMP list. Resource Impact Adoption of the IRWMP requires no financial commitment. Any project in which Palo Alto may participate would require Council consideration, at which time the resources for such a commitment would be identified. Adoption of the Bay Area IRWMP will enable Palo Alto to be eligible for certain state and federal funding opportunities. Policy Implications Adopting the Bay Area IRWMP is consistent with the Urban Water Management Plan, the Water Integrated Resources Plan, and the Sustainability/Climate Action Plan. Environmental Review The Council’s adoption of the 2019 Bay Area IRWMP is not subject to review under the California Environmental Quality Act since receiving this report will have no foreseeable direct or indirect physical change in the environment and therefore does not meet the definition of a Project under Public Resources Code 21065. Attachments: • Attachment A: Resolution Adopting the 2019 Bay Area Integrated Regional Water Management Plan * NOT YET APPROVED * 027051220 Resolution No. _________ Resolution of the Council of the City of Palo Alto Adopting the 2019 San Francisco Bay Area Integrated Regional Water Management Plan A.The State electorate approved multiple statewide bond measures since 2000, including Propositions 50, 84, and 1, to fund water and natural resource projects and programs, including Integrated Regional Water Management (IRWM). B.The benefits of integrated planning for water resources management activities include increased efficiency or effectiveness, enhanced collaboration across agencies and stakeholders, and improved responsiveness to regional needs and priorities. C.State statute and guidelines require that an IRWM Plan be adopted by the governing boards of participating agencies before IRWM grant funds would be provided for water resources management projects that are part of the IRWM Plan. D.More recent state statutes and guidelines require that the Bay Area IRWM Plan be updated before agencies may receive future IRWM grant funding. E.The Bay Area IRWM Plan, most recently updated in October 2019, provides an implementation framework for tracking accomplishments, developing lists of prioritized projects and periodically updating the Bay Area IRWM Plan as conditions warrant, providing funding and resources to carry out these activities. F.Adoption of the Bay Area IRWM Plan does not entail a direct commitment of resources and implementation of each project, which will be the responsibility of the project proponent and any applicable project partners, and there is no joint commitment or responsibility by the Bay Area IRWM Plan participants to implement any or all of the projects. G.The IRWM Plan is meant to be complementary to participating agencies’ individual plans and programs and does not supersede such plans and programs; adoption of the IRWM Plan does not prohibit or effect in any way a participating agencies’ planning efforts separate from the IRWM Plan. The Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The Council hereby adopts the 2019 Bay Area Integrated Regional Water Management Plan, which can be viewed here. Attachment A * NOT YET APPROVED * 027051220 SECTION 2. The Council’s adoption of this resolution does not meet the definition of a “project” under the California Environmental Quality Act (CEQA), under to Public Resources Code Section 21065, so environmental review is not required. Environmental review of future projects developed as part of the Plan will be completed, as needed, prior to implementation. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Deputy City Attorney City Manager ___________________________ Utilities Director ___________________________ Director of Administrative Services City of Palo Alto (ID # 11295) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Amendment No. 3 for Water Conservation Programs with Santa Clara Valley Water District Title: Approval and Authorization for the City Manager or Designee to Execute Amendment Number 3 to the Memorandum of Understanding (Contract Number S17167654) With the Santa Clara Valley Water District (dba Valley Water) to Increase Funding by $50,000 and Extend the Contract Term for an Additional two Years, for a Revised Total Not-to-Exceed Amount of $305,000 Over the Five and One-half Year Term to Provide Continued Funding and Support Making Water Conservation a way of Life Through Water Use Efficiency Services, Rebates, and Incentive Programs From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or designee to execute the Amendment No. 3 to the Memorandum of Understanding (MOU) (Contract S17167654) with Santa Clara Valley Water District (dba Valley Water) to increase funding by $50,000 and extend the contract term for an additional two years, for a revised total not-to-exceed amount of $305,000 over the five- and one-half year contract term ending June 30, 2022. Staff recommends Council authorize the City Manager or designee to approve administrative changes to the targets, budget allocations, and Palo Alto’s cost per measure set forth in Revised Appendix A, that do not increase the overall contract maximum. Executive Summary To achieve the water conservation and efficiency objectives of state and local mandates, the City of Palo Alto Utilities (CPAU) partners with agencies, such as Valley Water and Bay Area Water Supply and Conservation Agency (BAWSCA), to offer many conservation programs and services to Palo Alto residential and commercial water customers. City of Palo Alto Page 2 Although not a wholesale water customer of Valley Water, the City, through its Utilities Department (CPAU), partners with Valley Water to achieve mandated state and local water efficiency and drought conservation targets. This partnership is formalized in a Memorandum of Understanding (MOU) and offers water conservation programs and services to residential and commercial customers within the City. City Council (Council) has adopted several policies that support increased goals for energy and water efficiency efforts as well as sustainability goals for the City. In order to achieve these aggressive water management goals, the City has contracted with Valley Water through several cost sharing agreements since 2002 to provide a suite of water use efficiency services, rebates, and incentive programs for residential and commercial customers. The MOU currently in effect expires June 30, 2020. Staff recommends approval of proposed Amendment No. 3 extending the term two years to allow Valley Water to continue administration of and funding for cost sharing rebates for the Landscape Rebate Program (“LRP”) which provides funds for Palo Alto residents and businesses to convert approved high water use landscape, such as lawns and pools, to low water use landscape, as well as to retrofit existing irrigation equipment with approved high efficiency irrigation equipment. This amendment would implement seven proposed new cost-sharing programs for a total of eight. Three programs (Landscape Conversion Rebate, Graywater Laundry to Landscape Rebate, and Submeter Rebate) will be funded by CPAU within the approved budget. Three programs (Rain Barrel Rebate, Cisterns Rebate, and Rain Garden Rebate) will be funded by Public Works from the Stormwater Management Fund in the amount of $50,000 ($40,000 for basic services and $10,000 for additional services). Two programs (Water Use Reports and Water Efficient Technologies Program) will be funded by Valley Water in the amount of $750,000 ($625,000 for basic services and $125,000 for additional services). Marketing for all water conservation programs is shared between Valley Water and the City. Implementation and administrative functions for these programs (e.g. provide scheduling, budget tracking and invoicing, contractor oversight, customer service, and project reporting associated with program implementation) is managed by City and/or Valley Water staff, depending on the program. Historically, these water efficiency programs administered through Valley Water have been cost effective, meaning the cost of implementation is lower than the water supply cost, and this trend is expected to continue. The funding provided by Valley Water through this partnership enables Palo Alto to receive more benefits and cost savings than would be achieved through self-administered water efficiency programs. By helping customers save water, customer bills will be reduced over time. Funds for these water efficiency measures are included in the FY21 water budget; approval of Amendment No. 3 will not result in a rate increase. City of Palo Alto Page 3 The additional $50,000 for the increased rainwater capture (includes rain barrels, cisterns, and rain gardens) cost sharing rebate amounts will be allocated as follows: $25,000 in FY 2021-2022 and $25,000 in 2022-2023. The added amount includes $40,000 for basic services and $10,000 for additional services. The revised total contract amount is not to exceed $305,000 including $244,000 for basic services and $61,000 for additional services. Background State requirements and Council policies have resulted in aggressive water reduction goals which are achieved through the conservation and efficiency programs included in this MOU. The most innovative technologies and cost-effective programs are implemented to best utilize the annual water conservation operating budget. The guiding document for water utility efficiency goals is the Urban Water Management Plan (UWMP) (Staff Report #6851). The UWMP is updated every five years and outlines the long-term supply and demand-side issues and policies impacting the water utility. The UWMP also details the measures CPAU will take to reach its water reduction goals, through a series of Demand Management Measures, most of which are included in the proposed Amendment No. 3. For over a decade, CPAU has partnered with Valley Water to administer water efficiency programs to meet the City’s water reduction goals. This partnership between Valley Water and the City is currently formalized through the MOU, under which Valley Water and the City co-fund various programs and partner to promote residential and commercial sanitary fixtures, free conservation devices, indoor and outdoor water efficiency surveys, irrigation hardware upgrades, and residential educational workshops. The first MOU was adopted by Council in 2002 (CMR 359:02). Over time, the water efficiency programs provided under the MOU have evolved or expanded concurrent with advancements in water-saving technologies and best practices for water efficient program delivery. The current MOU covers the period between January 1, 2017 and June 30, 2020 and provides for one program, the LRP, administered by Valley Water. No programs are currently administered by CPAU. Under this MOU, the City has an obligation to pay Valley Water a maximum of $255,000 in co-funding. As of May 12, 2020, the City has paid Valley Water $66,415 from this agreement for various water conservation programs. Similarly, Valley Water has an obligation to pay the City a maximum of $0 as part of this agreement for programs administered by CPAU. For rebate programs, including the Landscape Conversion Rebate under the LRP, the co-funding from CPAU pays for $1 match per square foot up to $1,000 per qualified Palo Alto residential site and up to $10,000 per qualified Palo Alto commercial site. Valley Water administers this program including pre and post inspections, customers’ eligibility verification, and rebate processing. The City has managed its own Stormwater Rebate Program (Stormwater Program) since 2008 to offer rebates to residential, commercial property owners and renters for installation of rain City of Palo Alto Page 4 barrels and cisterns. The City plans to expand its Stormwater Program in Summer 2020 with the addition of rain garden rebates. Discussion For over a decade Valley Water has delivered water conservation programs to residents and businesses throughout Santa Clara County. Through earlier MOUs adopted in September 2002 (CMR 359:02), September 2007 (CMR 344:07), April 2009 (CMR 200:09), July 2010 (CMR 295:10) and June 2013 (Staff Report #3744) the City Council had approved the delivery of water conservation and efficiency programs co-marketed by CPAU and Valley Water to the homes and businesses of Palo Alto. CPAU staff also administers several water conservation programs in-house. Later this year, CPAU will begin delivering Home Water Reports to residents in conjunction with Home Energy Reports. This additional water data will include information on water uses and tips and programs to improve water efficiency. Through Amendment No. 3, Valley Water will reimburse CPAU for the Water Use Reports (both Residential and Commercial) for up to 50% of the cost of water use reports and up to $4.50 per connection per year. Under the proposed Amendment No. 3, most rebates will continue to be funded by Valley Water, with the City matching payments to customers who reduce water usage. Palo Alto residents and businesses will be eligible to receive a slightly higher incentive than those from other water retailers in Santa Clara County for retrofits such as high-water use landscape conversion and custom facility process improvements for water efficiency. A new, innovative program Water Efficient Technology (WET) Rebate included in this MOU will encourage commercial, industrial and institutional water customers through implementing equipment changes that reduces commercial or facility water usage. Another new offering in the MOU is a submeter rebate program for mobile home parks and condominium complexes for adding residential submeters. Rebates for laundry-to-landscape gray water systems will provide a financial incentive to residents to reduce potable water landscape irrigation. The LRP provides rebates for residential and commercial customers to replace high water using landscape with low water use landscape. These programs will all be cost shared under this MOU. Amendment No. 3 adds cost sharing for seven (7) proposed new programs: Rain Barrel Rebate, Cisterns Rebate, Rain Garden Rebate, Graywater Laundry to Landscape Rebate, Submeter Rebate, Water Efficient Technologies Program and Water Use Reports. The Stormwater Program’s current FY budget is $25,000 for rebate disbursements. Though there has not yet been a reason to increase this amount, the City may choose to do so if there is enough Stormwater Program interest. This amendment 3 also adds cost sharing obligation for Valley Water, which is going from $0 to $750,000 for programs administered by CPAU. Table 1 is a summary of the proposed Amendment No. 3 contract costs reflecting funding for the cost sharing rebate amounts for rain barrels, cisterns, and rain gardens. City of Palo Alto Page 5 Table 1 A Summary of the MOU and Proposed Amendment No. 3 Contract Increase to Contract Limit City’s Total Cost Obligation End of Term (Total Term) Valley Water MOU S17167654 N/A $255,000 2 ½ Years (1/1/17 - 6/30/19) Amendment No.1 N/A $255,000 3 Years (1/1/17 - 12/31/19) Amendment No.2 N/A $255,000 3 ½ Years (1/1/17 - 6/30/20) Amendment No.3 (Proposed) $50,000 $305,000 5 ½ Years (1/1/17 - 6/30/22) The programs and their budgets in the proposed Amendment No. 3 are detailed in Revised Appendix A to the Agreement (Attachment A). These program targets are goals only; funding is interchangeable and useable by any of these programs as needed and agreed upon by Valley Water and City. The implementation and administrative functions for these programs (e.g. scheduling, budget tracking and invoicing, contractor oversight, customer service, and project reporting associated with program implementation) are done by Valley Water and City staff. Customer support, marketing and water savings reports are performed by City staff. To ensure continued and aggressive water conservation efforts, staff recommends Council approve Amendment No. 3 to the existing MOU with Valley Water to add an additional $50,000 to City’s funding obligation for a revised maximum City funding obligation total of $305,000. The additional funding will ensure continued momentum of the eight effective water efficiency programs administered by Valley Water and City though June 30, 2022. In addition to the proposed change to the maximum funding level in Amendment No. 3, staff further recommends that Council authorize the City Manager or designee to make administrative changes to the targets, budget allocations and Palo Alto’s cost per measure set forth in Revised Appendix A of the MOU, which will not increase the contract maximum. This will allow budget flexibility across the various water conservation programs covered under the MOU. Resource Impact The funds to support this Amendment No. 3 are available within the Stormwater Management Fee Enterprise funds, subject to the approval of the FY2021 budget. Subsequent annual funding requests for programs will be included in the budget requests for FY2022. Staff will monitor the levels of MOU customer participation, rebate expenditures by program, and financial reports from Valley Water to ensure adequate budgetary oversight for the remainder of the MOU term. Implementation of the proposed conservation programs will slightly reduce the City’s water consumption and thus reduce water revenues to the Utility but will reduce water supply costs by a greater amount, reducing overall costs to the community. These water efficiency City of Palo Alto Page 6 programs are expected to be cost effective, meaning the cost of implementation will be lower than the water supply cost. Customer bills will be reduced over time as a result of the water savings achieved. Funds for these water efficiency measures are included in the FY21 water budget; approval of Amendment No. 3 will not result in a rate increase. Policy Implications The proposed Amendment No. 3 to the MOU continues funding for water efficiency programs consistent with the 2015 Urban Water Management Plan (Staff Report #6851), the Utilities Strategic Plan, and the City’s policy to reduce water usage by 20% by 2020 (CMR:212:10). Council adopted the Sustainability and Climate Action Plan (S/CAP) (Staff Report #7304) in November 2016. This framework serves as a roadmap for achieving Palo Alto’s water goals (4.1 Goal: Reduce consumption of water) and for developing the Sustainability Implementation Plan (SIP) (Staff Report #8487). and the programs enabled by Amendment No. 3 directly support the City’s goals and key actions set forth in the SIP. The addition of stormwater-related programs supports implementation of the Green Stormwater Infrastructure (GSI) Plan accepted by Council in May 2019 (Staff Report #9883), helps meet requirements of San Francisco Bay Municipal Regional Stormwater Permit, and is consistent with Comprehensive Plan Policy N-4.13 (Staff Report #9256) and the S/CAP (GSI is a key action in Water section). Community Engagement Community engagement occurred through the process of adopting the policies above. Environmental Review Approval of the Amendment No. 3 does not meet the definition of a project pursuant to Section 21065 of the California Public Resources Code, thus no environmental review under the California Environmental Quality Act (CEQA) is required, and the work performed by consultants and staff in connection with these programs is categorically exempt from CEQA pursuant to section 15301 of Title 14 of the California Code of Regulations. City of Palo Alto (ID # 11314) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Wastewater System Management Software Title: Approve and Authorize the City Manager or Designee to Execute Contract Number C20171908 With Sedaru in a Total Not-to-Exceed Amount of $205,952 to Provide Professional Services for Wastewater Collection System Management Software and Implementation, Including $201,452 for Basic Services and up to $4,500 for Additional Services From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute contract C20171908 (Attachment A) with Sedarū in a total not-to-exceed amount of $205,952 to provide professional services for Wastewater Collection System Management Software and Implementation, including $201,452 for Basic Services and up to $4,500 for Additional Services. Background The current software used to manage Wastewater Collection System and Operations maintenance activities is Redzone ICOM. All maintenance history, records, and attachments are stored in Redzone’s cloud-based database. This software is antiquated and lacks functionalities to support Wastewater Operations’ current and future business needs. For example, Redzone does not offer a mobile solution for staff to collect data or retrieve records in the field. Staff encounters issues with ICOM software almost daily when entering work orders, attaching documents, or scheduling preventive maintenance activities. The loss of productivity is estimated to be one hour per day on average (or 0.11 FTE per year). The problems encountered include rebooting the software when the application freezes or crashes, validating data saved before the crash, and re-entering the missing data. In addition, the software is not always dependable due to data translation/synchronization issues. As a result, Utilities Wastewater Operations must perform extra work to make sure all the sewer mains are captured when scheduling hydro-flushing and maintenance work. Redzone does not have any plans to upgrade or improve this product and staff is not receiving prompt and adequate support from the vender when issues occur. Therefore, replacement software is needed to City of Palo Alto Page 2 prioritize, plan, schedule, and track Operations planned or unplanned maintenance work. Discussion The new wastewater management system will be primarily used by Utilities Wastewater Operations staff. The Sedarū software will be customized to utilize scheduling and work orders that are designed to follow the CPAU’s workflow and processes. The system will be linked to the GIS data in the City’s Oracle database to periodically update the wastewater utility information. It will also work in conjunction with Wastewater Operations’ CCTV system to store images and reports of sewer main and lateral assessment. This software also provides a mobile solution, which allows field data collection and remote access to utility and work order information to increase productivity. On February 27, 2020, a request for proposals (RFP) for Wastewater Collection System Management Software and Implementation was posted on PlanetBids through the City’s web portal. Utilities Department received only one response. Staff reached out to companies that did not submit bids and received feedback indicating they do not have the product or capacity to provide the services. The proposed cost of $205,952 is three percent (3%) above the Engineering Division’s estimate of $200,000. Staff believes the submitted cost is reasonable for the scope of this project and there are no other vendors that can provide a better software solution to meet the requirements. Staff reviewed the proposal for completeness and evaluated the consultant based on qualifications, past performance of similar work, the ability to provide services, and proposed costs. Sedarū is a reputable company and its software is a proven product used by many utility agencies. Therefore, Sedarū was deemed qualified to perform the work under this contract. Summary of Solicitation Process: Proposal Description/Number RFP #171908 Proposed Length of Project 6 months Number of Notices sent to Vendors via City’s eProcurement System (PlanetBids) 819 Number of RFP Packages Downloaded by Consultants 18 Total Days to Respond to Proposal 28 Number of Proposals Received 1 Company Name Sedaru Address 168 E Arrow Hwy, Suite 101 San Dimas, CA 91773 The cost of this Contract includes system configuration, customization, workflow creation, training, as well as first year license subscription, user licenses, and ongoing maintenance & support. City of Palo Alto Page 3 Resource Impact Funding for the contract is available in the FY 2020 Wastewater System Improvements project (WC-15002). Funds for the first year of license subscription, user licenses, and ongoing maintenance & support is included in the contract. Subsequent annual funding of approximately $34,440 for licensing and support will be funded from the Wastewater Collection operating budget subject to City Council approval of annual appropriations. Below is a breakdown of the major tasks and costs of the contract. Tasks Cost Project Management 29,472$ Data Conversion/Migration 86,804$ System Configuration 37,866$ Training 12,870$ Annual Subscription 34,440$ Future Enhancement 4,500$ Total 205,952$ Policy Implications The approval of this contract is consistent with existing City policies including the Council approved 2018 Utilities Strategic Plan-Strategic Objectives1: Priority 3: Technology Tactical Action Plan, which established a proactive investment in and utilizization of technology to enhance the customer experience and maximize operational efficiency to support reliability and resiliency. This contract is on the City’s professional services contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. Stakeholder Engagement Stakeholder engagement for this project consisted of the request for proposal and bidding process described above. No public engagement was deemed necessary. Environmental Review Approval of these contracts does not constitute a project under Public Resources Code Sec. 21065; therefore, California Environmental Quality Act (CEQA) review is not required. 1 https://www.cityofpaloalto.org/gov/depts/utl/about/utilities_strategic_plan.asp City of Palo Alto (ID # 11327) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Adoption of a Resolution Proposing the Appropriations Limit for Fiscal Year 2021 Title: PUBLIC HEARING: Adoption of a Resolution Setting the Appropriations Limit (Gann Limit) for Fiscal Year 2021 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that Council adopt the attached Resolution determining the Proposition 4 (GANN) Appropriations Limit for Fiscal Year 2021 (Attachment A). The City's Fiscal Year 2021 appropriations are estimated to be $68.25 million under the limit based on the Fiscal Year 2021 Budget; as recommended to the City Council for review and adoption on June 22, 2020. Background California voters approved an initiative on November 6, 1979 that added Article XIIIB to the State Constitution, as amended by Proposition 98 in 1988 and Proposition 111 in 1990. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. The original legislation implementing the provisions of Article XIIIB became effective January 1, 1981. In accordance with that legislation, the governing body of each government jurisdiction must, by resolution, establish its annual Appropriation Limit for the coming year (prior to July 1) at a regularly scheduled meeting or noticed special meeting. Based on Article XIIIB, the City of Palo Alto can use the larger of two measurements of population growth, (county or city population growth) in the Appropriations Limit calculation. For Fiscal Year 2021, the City is using the 2019-2020 percent change in population growth of Santa Clara County in the calculation. The City typically uses the highest factor in order to provide maximum appropriation flexibility. Discussion The Appropriations Limit is adjusted annually on the basis of population and per capita income changes provided annually by the CA Department of Finance. This updated information is received from the California Department of Finance in May, after the City's proposed budget City of Palo Alto Page 2 has been submitted to Council. Attached is the final Appropriations Limit calculation, based on the updated information as well as allowable appropriation limit adjustment factors such as voter-approved debt and capital outlay expenditures. The Appropriations Limit for Fiscal Year 2021 is $179.86 million for funds subject to the appropriation limits. The City's Fiscal Year 2021 budgeted appropriations are estimated to be $68.25 million under the limit. As required by state law, documentation used to compute the Appropriations Limit has been made available to the public at least fifteen days prior to the Council meeting at which the Appropriations Limit is being adopted, and notice was published of the availability of these materials. Resource Impact The adoption of the Fiscal Year 2021 Appropriations Limit has no impact on City resources. Policy Implications This recommendation is consistent with existing City policies. Environmental Review This is not a project under section 21065 of the California Environmental Quality Act. Attachments: • Attachment A: GANN Resolution FY 2021 • Attachment A, Exhibit 1: GANN Limit Compliance Calculation ATTACHMENT A 1 RESOLUTION NO.XXXX RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DETERMINING THE CALCULATION OF THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2021 WHEREAS, under Article XIIIB of the Constitution of the State of California, the City of Palo Alto (City) may not appropriate any proceeds of taxes in excess of its appropriations limit (Limit); and WHEREAS, since fiscal year 1991, the City is permitted to annually adjust its Limit in accordance with inflation and population adjustment factors; and WHEREAS, pursuant to Government Code Section 37200, the calculation of the Limit and the total appropriations subject to the limit were set forth in the annual budget of the City for Fiscal Year 2021, which was adopted by ordinance of the Council on June 22, 2020; and WHEREAS, pursuant to Government Code sections 7901 and 7910, the final calculation of the Limit has been determined, and the adjustment factors on which the calculation is based are a 3.73% percent change in California per capita income and a 0.37% percent change in the population growth for the County of Santa Clara; and WHEREAS, the documentation used in the determination of the Limit has been made available to the general public for fifteen (15) days prior to the date of adoption of this resolution; and WHEREAS, according to the final calculation, the City’s net appropriations subject to limitation are approximately $111.61 million. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The Council of the City of Palo Alto hereby finds that, for Fiscal Year 2021, the final calculation of the Appropriations Limit of the City of Palo Alto has been determined in accordance with the adjustment factors referred to above, the documentation used in the determination of the calculation has been made available to the general public for the period of fifteen days as required by law, and the City’s appropriations subject to limitation are under the Limit by approximately $68.25 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2021, a copy of which is attached hereto as Exhibit 1. ATTACHMENT A 2 SECTION 3. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ___________________________ _______________________________ City Clerk Mayor APPROVED AS TO FORM: _______________________________ City Manager ___________________________ Senior Assistant City Attorney _______________________________ Administrative Services Director Attachment A, Exhibit 1 FY 2021 Adopted Budget 196.78$ 178.95$ 16.92$ 7.56$ 400.20$ Less: Interfund Transfers (17.80)$ 2.38$ (9.88)$ -$ (25.30)$ Allocated Charges (18.31)$ -$ -$ -$ (18.31)$ Non-Proceeds (50.92)$ (175.59)$ (10.98)$ (7.50)$ (244.98)$ Net Appropriations Subject to Limit 109.75$ 5.75$ (3.94)$ 0.06$ 111.61$ FY 2021 Per Capita Income Change (CA Department of Finance)3.73% Factor A 1.0373 FY 2021 Population Change (Santa Clara County)0.37% Factor B 1.0037 172.76$ 1.0411 FY 2021 Adopted Appropriations Limit 179.86$ Net Appropriations Subject to Limit 111.61$ Amount Under the Limit 68.25$ 1.0385 1.0033 1.0419 171.75$ 127.42$ 45.34$ 1.0367 1.0040 1.0408 164.83$ 114.94$ 50.87$ 1.0369 1.0082 1.0454 158.36$ 131.49$ 26.88$ 1.0537 1.0130 1.0674 151.48$ 109.51$ 41.97$ 1.0382 1.0113 1.0499 141.92$ 100.60$ 41.31$ 0.9977 1.0150 1.0127 135.17$ 82.93$ 52.24$ 1.0512 1.0157 1.0677 133.48$ 90.28$ 43.20$ 1.0377 1.0124 1.0506 125.01$ 96.73$ 28.28$ 1.0251 1.0089 1.0342 119.00$ 89.00$ 30.00$ 0.9746 1.0144 0.9886 115.06$ 78.94$ 36.12$ APPROPRIATIONS LIMITATION COMPLIANCE CALCULATION FOR FISCAL YEAR 2021 ADOPTED BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Projects Funds Special Revenue Funds Debt Service Fund Combined Funds FY 2020 Adopted Appropriations Limit Factor A x Factor B The City of Palo Alto remains well within its appropriations limit in FY 2021. Future year limit trends can be made based on the average change in regional population and income growth. The appropriations subject to limitation includes proceeds of taxes from the General Fund, Capital Projects Fund, and Special Revenue Funds. Fiscal Year Per Capita Income Factor Population Change Factor Total Adjustment Factor Appropriations Limit Appropriations Subject to Limit Amount Under the Limit On November 6, 1979, California voters approved Proposition 4, an initiative that added Article XIIIB to the state Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. The Appropriations Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 TO: HONORABLE CITY COUNCIL FROM: KIELY NOSE, DIRECTOR, ADMINSTRATIVE SERVICES/CFO DATE: JUNE 22, 2020 SUBJECT: AGENDA ITEM NUMBER 18 – PUBLIC HEARING: ADOPTION OF A RESOLUTION SETTING THE APPROPRIATIONS LIMIT (GANN LIMIT) FOR FISCAL YEAR 2021 This memorandum transmits an updated calculation of the FY 2021 Appropriations Limit (GANN) limit. As discussed in the original memorandum for the item on June 22, 2020 the City is subject to certain limits for its year over year increase in expenses. The updated calculation attached to this document addresses the final actions taken by the City Council to adopt the FY 2021 Budget, notably revisions to include Special Revenue Fund capital project expense in the calculation and an adjustment to the General Fund for use of Development Service Reserve funds to balance overall operations. Through this refined calculation, the City is still $66.81 million below its appropriation limit authority. An updated resolution is attached to this memorandum, as is a refined calculation. _______________________ _______________________ Kiely Nose Ed Shikada Director of Administrative Services City Manager Attachments: Attachment A GANN Resolution FY 2021 Attachment A, Exhibit 1 – Appropriations Limitation Compliance Calculation 18 ATTACHMENT A 1 RESOLUTION NO.XXXX RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DETERMINING THE CALCULATION OF THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2021 WHEREAS, under Article XIIIB of the Constitution of the State of California, the City of Palo Alto (City) may not appropriate any proceeds of taxes in excess of its appropriations limit (Limit); and WHEREAS, since fiscal year 1991, the City is permitted to annually adjust its Limit in accordance with inflation and population adjustment factors; and WHEREAS, pursuant to Government Code Section 37200, the calculation of the Limit and the total appropriations subject to the limit were set forth in the annual budget of the City for Fiscal Year 2021, which was adopted by ordinance of the Council on June 22, 2020; and WHEREAS, pursuant to Government Code sections 7901 and 7910, the final calculation of the Limit has been determined, and the adjustment factors on which the calculation is based are a 3.73% percent change in California per capita income and a 0.37% percent change in the population growth for the County of Santa Clara; and WHEREAS, the documentation used in the determination of the Limit has been made available to the general public for fifteen (15) days prior to the date of adoption of this resolution; and WHEREAS, according to the final calculation, the City’s net appropriations subject to limitation are approximately $113.06 million. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The Council of the City of Palo Alto hereby finds that, for Fiscal Year 2021, the final calculation of the Appropriations Limit of the City of Palo Alto has been determined in accordance with the adjustment factors referred to above, the documentation used in the determination of the calculation has been made available to the general public for the period of fifteen days as required by law, and the City’s appropriations subject to limitation are under the Limit by approximately $66.81 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2021, a copy of which is attached hereto as Exhibit 1. ATTACHMENT A 2 SECTION 3. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ___________________________ _______________________________ City Clerk Mayor APPROVED AS TO FORM: _______________________________ City Manager ___________________________ Senior Assistant City Attorney _______________________________ Administrative Services Director ƚƚĂĐŚŵĞŶƚ͕ džŚŝďŝƚϭ FY 2021 Adopted Budget 196.97$ 179.05$ 19.43$ 7.56$ 403.01$ Less: Interfund Transfers (17.80)$ 2.38$ (12.87)$ -$(28.29)$ Allocated Charges (18.31)$ -$ -$ -$(18.31)$ Non-Proceeds (49.20)$ (175.68)$ (10.98)$ (7.50)$(243.35)$ Net Appropriations Subject to Limit 111.66$5.75$ (4.41)$0.06$ 113.06$ FY 2021 Per Capita Income Change (CA Department of Finance) 3.73% Factor A 1.0373 FY 2021 Population Change (Santa Clara County) 0.37% Factor B 1.0037 172.76$ 1.0411 FY 2021 Adopted Appropriations Limit 179.86$ Net Appropriations Subject to Limit 113.06$ Amount Under the Limit 66.81$ 1.0385 1.0033 1.0419 171.75$ 127.42$ 45.34$ 1.0367 1.0040 1.0408 164.83$ 114.94$ 50.87$ 1.0369 1.0082 1.0454 158.36$ 131.49$ 26.88$ 1.0537 1.0130 1.0674 151.48$ 109.51$ 41.97$ 1.0382 1.0113 1.0499 141.92$ 100.60$ 41.31$ 0.9977 1.0150 1.0127 135.17$ 82.93$ 52.24$ 1.0512 1.0157 1.0677 133.48$ 90.28$ 43.20$ 1.0377 1.0124 1.0506 125.01$ 96.73$ 28.28$ 1.0251 1.0089 1.0342 119.00$ 89.00$ 30.00$ 0.9746 1.0144 0.9886 115.06$ 78.94$ 36.12$ APPROPRIATIONS LIMITATION COMPLIANCE CALCULATION FOR FISCAL YEAR 2021 ADOPTED BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Projects Funds SpecialRevenue Funds Debt Service Fund Combined Funds FY 2020 Adopted Appropriations Limit Factor A x Factor B The City of Palo Alto remains well within its appropriations limit in FY 2021. Future year limit trends can be made based on the average change in regional population and income growth. The appropriations subject to limitation includes proceeds of taxes from the General Fund, Capital Projects Fund, and Special Revenue Funds. Fiscal Year Per Capita Income Factor PopulationChange Factor Total AdjustmentFactor AppropriationsLimit AppropriationsSubject to Limit Amount Under the Limit On November 6, 1979, California voters approved Proposition 4, an initiative that added Article XIIIB to the state Constitution. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. The Appropriations Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. 2020 2019 2018 2017 2016 2015 2014 2013 2012 2011 City of Palo Alto (ID # 11337) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: PDS Contract Amendment with ID360 (Green Building Services) Title: Approval of Amendment Number 1 to Contract Number C19175498 With Integrated Design 360 for Development and Support of Sustainability Implementation Plan, Green Building Program, Deconstruction and Source Separation Program, Dewatering Monitoring Program, and Utilities On-Call Services for a Term Extension of One Year and Increasing Compensation for Ongoing and Approved Work With by $354,230 for a Total Not-to-Exceed Amount of $930,230 From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that the City Council authorize the City Manager or designee to approve Amendment No. 1 in the amount of $354,230 to Contract C19175498 with Integrated Design 360 (ID360) for professional services within Planning and Development Services, Utilities, and Public Works departments focusing on programs related to the City’s overall efforts such as Deconstruction, Dewatering, Enhanced Green Building and Energy Code requirements as they relate to the City’s Sustainability Implementation Plan and Utilities Strategic Plan including calculating energy savings, developing rebates and incentives through June 30, 2021 for a Total Not-to-Exceed Amount of $930,230. Background The City has contracted with ID360 since September 2014 to develop programs such as creating the City’s local ordinances to the California Green Building and Energy Reach Codes, providing technical assistance for the Green Building Program, and acting as technical advisor on sustainability policies. This contract has supported the implementation of new programs such as Deconstruction, PCB Abatement, and Dewatering Monitoring and continues to provide Development Services and Utilities with on-call services for activities related to the Sustainability Implementation Plan and Utilities Strategic Plan. City of Palo Alto Page 2 Discussion In June 2019, Council approved a one-year contract with ID360 in the amount of $576,000 to maintain continuity of Green Building, Energy Reach, Dewatering, Deconstruction, and sustainability support with the departments’ expressed intent to release a Request for Proposals (RFP) during FY2020 to continue these programs. In January 2020, the Planning and Development Services Department issued an RFP for on-call Development Services consulting services, including this scope. Although ID360 submitted a proposal, it did not meet the submission deadline. In keeping with the City’s procurement procedures, the submission was considered non-responsive; therefore, it was excluded from the RFP process. After evaluating all qualifying proposals, the evaluation team determined that no bidding firm could provide the quality or level of services that is necessary to support these programs. To provide continuation of services until the departments are able to release a new RFP, staff is requesting Council approval to amend the existing contract for another year. The departments plan to release RFPs specifically for these services during FY2021 to seek the best firm to provide future services. Given ID360’s history with the City, the firm has unique insight into the various program policies, procedures, codes, and operations as well as the perspectives of our community. The firm is well positioned to continue to develop and support these programs and initiatives over this next year. Due to the seasonal nature of construction, projects are underway. This firm is currently providing customer service to residents, applicants and contractors about enhanced Green Building and Energy Reach Code ordinances; implementing outreach of the deconstruction and dewatering ordinances; and supporting PCB abatement and stormwater compliance requirements. Disruption to these services could cause economic loss by creating project delays and increase non- compliance incidents at project sites. It would also increase staffing cost in overtime to manage the implementation of these programs, providing community outreach and enforcement of these programs. In addition, Development Services and Utilities efforts are currently underway on expanding the Energy Reach Code to establish electrification requirements for new Accessory Dwelling Units (ADUs) and new commercial construction; delays in this contract would impact the professional resources in developing this new ordinance. Due to current budget constraints, staff thoughtfully evaluated the contract service level needs and worked with the consultant to reduce costs. As an outcome, staff is recommending to greatly reduce amount of annual support currently provided by this consultant. This amendment will increase the current $576,000 contract by $354,230 and extend services for an additional year. Furthermore, staff has renegotiated rates and Integrated Design 360 has proposed a 10% reduction in their FY2021 rates. This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. City of Palo Alto Page 3 In the event the City finds itself facing an even more challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. Resource Impact, Policy Implications Funding for this contract is included in the Fiscal Year 2021 Operating Budget, subject to City Council approval; $254,230 in Development Services (General Fund), $85,000 in Public Works ($75,000 Refuse Fund and $10,000 Stormwater Management Fund), and $15,000 in Utilities (Electric and Electric Supply Funds). The use of contract services is contingent on the availability of funding in the respective department’s approved budget. A cost per task per department per fiscal year is outlined in Exhibit C-1 of the attached contract. Attachments: • Attachment A: Amendment No. 1 to Contract No. C19175498 with ID360 LLC Vers.: Aug. 5, 2019 Page 1 of 11 AMENDMENT NO. 1 TO CONTRACT NO. C19175498 BETWEEN THE CITY OF PALO ALTO AND INTEGRATED DESIGN 360, LLC. This Amendment No. 1 (this “Amendment”) to Contract No. C19175498 (the “Contract” as defined below) is entered into as of June 22, 2020, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INTEGRATED DESIGN 360, LLC., a California limited liability company, located at 727 Industrial Road, Suite 128, San Carlos, CA 94070 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of services that assist with the City’s overall sustainability efforts, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $354,230.00 from $576,000.00 to $930,230.00 and provide additional scope of services as specified in this Amendment. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C19175498 between CONSULTANT and CITY, dated June 10, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. “TERM” of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. “NOT TO EXCEED COMPENSION” of the Contract is hereby amended to read as follows: Vers.: Aug. 5, 2019 Page 2 of 11 “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Nine Hundred Thirty Thousand Two Hundred Thirty Dollars ($930,230.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS. b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. d. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Vers.: Aug. 5, 2019 Page 3 of 11 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee INTEGRATED DESIGN 360, LLC. By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES, AMENDED, REPLACED PREVIOUS EXHIBIT “B”: SCHEDULE OF PERFORMANCE, AMENDED, REPLACED PREVIOUS EXHIBIT “C”: COMPENSATION, AMENDED, REPLACED PREVIOUS EXHIBIT “C-1”: SCHEDULE OF RATES, AMENDED, REPLACED PREVIOUS Principal melanie jacobson Vers.: Aug. 5, 2019 Page 4 of 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall provide professional services for CITY’s Development Services, Utilities, and Public Works departments focusing on programs related to the CITY’s overall sustainability efforts. Programs include but not limited to Green Building, De-Watering, Deconstruction and Source Separation, Energy Savings, Electrification, Rebates and Incentives, and Commissioning. The CONSULTANT shall manage these programs within the policy framework set forth by the CITY and act with independent judgement to ensure deliverables are met in accordance to the terms of this exhibit. Development Services Department Tasks: • Task 1 - Green Building Program Management, Customer Services, and Implementation Assistance • Task 2 - Metrics Management and Reporting • Task 3 - Green Building Training (Optional) • Task 4 - Policy Review and Creation • Task 5 - Sustainability Implementation Plan Support to Development Services (Optional) • Task 6 - Commercial Green Building Special Inspector Program Design & Implementation (Optional) Public Works Department Tasks: • Task 7 - Deconstruction and Source Separation Program Development • Task 8 - Deconstruction and Source Separation Program Implementation • Task 9 - Dewatering Monitoring Program Development & Implementation • Task 10 - PCBs Program Development, Education & Outreach Implementation • Task 11 - Stormwater Program Design, Education & Outreach Implementation Utilities Department Tasks: • Task 12- On-Call Support Services Development Services Department Tasks Task 1 –Green Building Program Management and Implementation Provide program implementation for the existing green and energy reach building program and applicable municipal code. Examples of these tasks may include the items listed below: • Green Building Technical Assistance - Provide green building technical coordination assistance to staff and project applicants. Consultant may specify hours during which technical assistance is available by phone and email. • Technical assistance focuses on the CITY’s Green Building and Energy Reach Program and applicable municipal code, local green building and energy policies, compliance processes, forms, handouts, and green building requirements associated with planning, plan check, inspection, and green building special inspection. Focus subject areas include the statewide California Green Building Code, the California Energy Code, and reference standards within the associated municipal codes. • Program Efficiency Improvement – Provide suggestions to senior staff for process improvements related to Accela permitting software and green building approvals for planning, plan check, and inspection staff. • Program Development, Goals, Updates, Implementation – Adjust technical assistance and outreach content based on state and local changes to codes, policies, staff processes, and senior management Vers.: Aug. 5, 2019 Page 5 of 11 goals. • Perform quality control reviews of existing processes and suggest best practices for tasks identified at various stages of the development process within the Planning and Building Departments, including: • Planner Quality Control – Perform an annual update to the standard Green Building Conditions of Approval template documents. • Project Coordinator Quality Control – Provide an annual quality control review of technical challenges related to the Green Building and Energy Reach code impacting the Project Coordinator staff at the front counter. • Plan Checker Quality Control – Perform a monthly quality control review of three percent of permit applications that trigger the green building and energy reach code requirements in the local municipal code. • Inspector Quality Control – Provide recommended updates to the Green Building Inspection Checklist on an annual basis. Remain on-call for technical analysis to review progress and challenges related to green building inspection. • Develop Green Building Program Process Guides: Develop clearly defined paths that are user friendly that guide the applicant through the process from start to finish. These paths will be readily accessible either through access to CITY’s Green Building web page and/or handouts that are available for distribution from CITY’s Development Center. Develop content for tutorial-based videos explaining the Green Building process including, requirements, forms, timelines, inspections, etc. Provide voice recording of training material. Video production will be performed by a separate City vendor. • Implement the Residential Special Inspector Program for the green building regulations. Execute written strategies and program implementation documents. Execute a campaign to support community success of the policy implementation. Program implementation shall include executing a campaign to provide technical interpretations, organize an annual special inspector meeting, customer service support for inspector implementation, and biannual progress reports and associated metrics. Task 2 - Metrics Management and Reporting Provide detailed quantitative analysis that measure how effective the CITY’s Green Building and Energy Reach program and applicable municipal code is per the following: • Building Performance Database - Data entry and management for statistics and annual report. Compile Green Building and Energy Reach metrics from a limited number of building permit applications. • Performance Report - Compile standard report for fiscal year data for Green Building and Energy Reach for annual Performance and SEA Report. Task 3 - Green Building Training (Optional) Perform one public trainings per year on the Green Building and Energy Reach Program and compliance requirements to be made available to the community and staff. Perform two staff trainings per year on the Green Building and Energy Reach Program and enforcement requirements. Perform an annual two-hour training for Green Building Special Inspectors on local green building and energy reach requirements and enforcement procedures. Task 4 - Policy Review and Creation Collaborate with stakeholder groups in the review of existing and creation of new green building and energy reach policies and guidelines that forward the city’s vision to be a leader in sustainable development on an on-call basis. CONSULTANT is expected to draw on best in class examples and latest advances in technology to promote this Vers.: Aug. 5, 2019 Page 6 of 11 agenda. CONSULTANT shall use exceptional writing and communication skills to craft and articulate these policies and guidelines. Provide project management to develop the technical criteria for the local Green Building Ordinance and local Energy Reach Code ordinance for the 2019 Building Code. Task 5 - Sustainability Implementation Plan Support (Optional) Support staff in completing task items on the Sustainability Implementation Plan (SIP) in the areas of “Energy”, “Water”, and “EV” on an on-call basis. Provide support to staff in completing specific tasks on the Sustainability Implementation Plan. Provide coordination and technical support to help staff plan for future endeavors regarding the Sustainability Implementation Plan “Key Actions”. The “Key Actions” assigned to Development Services within the “Sustainability Implementation Plan” not already addressed in this contract are as follows: Energy: • “Encourage voluntary electrification (and mandates) of natural gas appliances”: Feasibility assessment of mandating readiness features building infrastructure. • “ZNE Roadmap: Develop programs for implementation beyond 2020” • “Develop building benchmarking requirements” Electric Vehicles: • “Evaluate incentives, outreach, policies, and financing options to stimulate charging infrastructure and EV ownership/use”: Update policies and guidelines for existing homeowners to promote and expedite EVSE installations in existing buildings as part of routine maintenance. • “Consider requiring EV Readiness and charger installation in existing buildings”: Work with internal and external stakeholders to revise building code language to support future proofing existing buildings for EV. • “Develop a plan for expanding EV charging infrastructure in the public right- of-way and on publicly-owned property”: Review policies and develop a work plan. • “Build public awareness of EV options through communications, outreach, and ride-and-drive events”: Support two annual EV ride-and-drive events, co- sponsored by Utilities and Development Services. Water: • “Develop programs and ordinances to facilitate the use of non-traditional, non-potable water sources (e.g. graywater, storm water, black water, etc.”: Develop a list of potential ordinances and regulatory barriers to expand systems for black water systems. • “Develop a Green Storm Water Infrastructure Plan to better capture and infiltrate storm water back into the hydrologic cycle” Task 6 – Commercial Special Inspector Program Development and Implementation (Optional) Implement the Commercial Special Inspector Program for the green building regulations. Execute written strategies and program implementation documents. Execute a campaign to support community success of the policy implementation. Program implementation shall include executing a campaign to provide technical interpretations, organize an annual special inspector meeting, customer service support for inspector implementation, and biannual progress reports and associated metrics. Public Works Department Tasks Task 7- Deconstruction & Source Separation Program Support Vers.: Aug. 5, 2019 Page 7 of 11 Develop and adopt increased rigor of the local deconstruction and source separation regulation. Perform technical policy research, develop written strategies, attend coordination meetings, and develop a program phasing schedule for policy implementation. Develop education and outreach material and execute a campaign to support community success of the policy implementation. Task 8 - Deconstruction & Source Separation Program Implementation Implement the new Deconstruction & Source Separation program in accordance with adopted local Deconstruction & Source Separation regulations. Program implementation shall include, at a minimum: inspections by ICC CALGreen Certified Inspectors; education and outreach material provided to contractors during site visits; and biannual progress reports and associated metrics. Provide Education & Outreach services to project applicants. Task 9 - Dewatering Monitoring Program Development Create and refine processes and organizational systems for construction site monitoring of local dewatering laws. Visit a limited number of construction sites with an active building permit and monitor dewatering activity as necessary to develop recommendations. Provide Education & Outreach services to project applicants. Task 10 - PCBs Program Development, Education & Outreach Implementation This task has been completed during FY2020. Task 11 - Stormwater Compliance Program Development & Implementation Create and refine processes and organizational systems for compliance with the local stormwater laws. Provide Education & Outreach services to project applicants. Utilities Department Tasks Task 12 - On-Call Support Services Provide on-call technical support and coordination tasks related the Sustainability Implementation Plan (SIP) and the Utilities Strategic Plan. These tasks may be related to the following subject areas: energy efficiency savings associated with permitted projects; electrification related support tasks related to electric vehicle chargers permits, checklists, rebates, and incentives; and development of preliminary criteria for an Enhanced Building Commissioning Program. On call support and coordination shall be limited term, project-based services specified in a professional services task order (Exhibit D). Vers.: Aug. 5, 2019 Page 8 of 11 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each task as specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Development Services Department Tasks: Task 1 Green Building Program Management, Customer Services, and Implementation Assistance Ongoing Task 2 Metric Management and Reporting Report Due Dates Task 3 Green Building Training (Optional) December 31, 2020, June 30, 2021 Task 4 Policy Review and Creation Ongoing Task 5 Sustainability Implementation Plan Support (Optional) TBD Task 6 Commercial Special Inspector Program Development and Implementation Ongoing Public Work Department Tasks: Task 7 Deconstruction & Source Separation Program Development Support Ongoing Task 8 Deconstruction & Source Separation Program Implementation Ongoing Task 9 Dewatering Monitoring Program Development & Implementation Ongoing Task 10 PCBs Program Development, Education & Outreach Implementation Completed Task 11 Stormwater Compliance Program Design & Implementation Ongoing Utilities Department Tasks: Task 12 On-Call Support Services (Optional) TBD Vers.: Aug. 5, 2019 Page 9 of 11 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule below. Development Services Tasks Original contract Amendment No. 1 Task 1- Customer Services, Program Management & Implementation $148,000 $118,400 Task 2 – Metrics Management and Reporting $ 38,300 $ 12,830 Task 3 – Green Building/On-going Training $ 16,500 $ 11,000 Task 4 – Policy Review and Creation $ 20,600 $ 10,000 Task 5 – Sustainability Implementation Plan Support to Development Services $ 60,600 $ 10,000 Task 6 – Commercial Green Building Special Inspector Program Design & Implementations $ 43,100 $ 21,500 Task 7 – Deconstruction and Source Separation Program Development $ 52,200 $ 35,000 Task 8 – Deconstruction and Source Separation Program Implementation $ 66,200 $ 40,000 Task 9 – Dewatering Monitoring Program Development & Implementation $ 70,500 $ 70,500 Task 10 – PCBs Program Development, Education & Outreach Implementation $ 20,000 $ 0 Task 11 – Stormwater Program Design, Education & Outreach Implementation $ 10,000 $ 10,000 Task 12 – On-Call Support Services $ 30,000 $ 15,000 TOTAL AMOUNT $576,000 $354,230 MAXIMUM TOTAL COMPENSATION $930,230.00 Total Basic Services (Amendment No. 1) $354,230.00 Total Basic Services (Original Contract) $576,000.00 Reimbursable Expenses $0.00 (None) Maximum Total Compensation $930,230.00 Vers.: Aug. 5, 2019 Page 10 of 11 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Vers.: Aug. 5, 2019 Page 11 of 11 EXHIBIT “C-1” SCHEDULE OF RATES Labor Category FY2021 Principal $199.50 Senior Program Manager $163.00 Program Manager $139.50 Project Manager II $126.50 Project Manager I $103.50 On-Site Technician $88.00 Certificate Of Completion Envelope Id: E4E207A324FE48C7AA8B3C2DE5CB3632 Status: Completed Subject: Please DocuSign: Amendment #1 C19175498 ID360 - legal reviewed.pdf Source Envelope: Document Pages: 11 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/5/2020 1:50:54 PM Holder: Terry Loo Terry.Loo@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 melanie jacobson melanie@integrateddesign360.com Principal melanie jacobson Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.252.167.158 Sent: 6/5/2020 1:52:35 PM Viewed: 6/5/2020 1:59:59 PM Signed: 6/5/2020 2:10:36 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 Sarah McRee Sarah.McRee@CityofPaloAlto.org Senior Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/5/2020 2:10:38 PM 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: 6/5/2020 2:10:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/5/2020 2:10:39 PM Certified Delivered Security Checked 6/5/2020 2:10:39 PM Signing Complete Security Checked 6/5/2020 2:10:39 PM Completed Security Checked 6/5/2020 2:10:39 PM Payment Events Status Timestamps City of Palo Alto (ID # 11344) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Contract for FY2020 Streets Resurfacing Project Title: Approval of a Contract With O'Grady Paving, Inc., in an Amount Not to Exceed $2,954,031 for the FY2020 Streets Resurfacing Project, Capital Improvements Program Projects PE-86070, PE-09003, PO-12001, and PL- 12000 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 construction contract with O’Grady Paving, Inc. (Attachment A), in an amount not to exceed $2,685,483 for the Palo Alto Fiscal Year 2020 Street Resurfacing Project (Capital Improvement Program Projects PE-86070, PE-09003, PO-12001, and PL-12000); 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 $268,548. Background The Public Works Engineering Services Division manages construction contracts for concrete repair, preventive maintenance, resurfacing and reconstruction of various City streets annually. In more recent years, additional Capital Improvement Program (CIP) projects are being built through annualized resurfacing contracts due to the complexity of construction and benefit of being included in a larger project. The candidate streets are surveyed biennially by Public Works Engineering staff and rated by a computerized pavement maintenance management system (PMMS) and by the Metropolitan Transportation Commission’s (MTC) pavement analysis program. CITY OF PALO ALTO City of Palo Alto Page 2 Discussion Project Description Staff recommends approval of this street resurfacing contract and implementation this fiscal year as part of the program to maintain and improve the condition of Palo Alto’s streets. This project will carry out necessary maintenance work that is in alignment with the recent Proposed Fiscal Year 2021 Capital Improvement Program budget strategy. The $2,685,483 expenditure for this contract will be used to repave 4.03 lane-miles of arterial and residential streets with PCIs averaging 44. This will help maintain and improve the City’s Pavement Condition Index (PCI) beyond its average of 84 and will address many streets whose PCI falls below the City’s minimum goal of 60. The scope of work includes the replacement of approximately 1921 lineal feet (0.36 miles) of curbs and gutters, 1,703 square feet of driveways, and 3,274 square feet of sidewalks. Additionally, 26 new curb ramps will be installed, and 29 existing curb ramps will be retrofitted with truncated domes to conform to the Americans with Disabilities Act (ADA). The project also includes resurfacing the Lucie Stern drive-through parking area and work in Foothills Park including the road leading to the Interpretive Center, four parking areas near the Interpretive Center, and the Fire Station Number 8 driveway. The project will also convert the temporary rubber median islands at the intersections of Middlefield Road and Hawthorne Avenue, and Middlefield Road and Everett Avenue to permanent concrete curb islands. The streets being resurfaced in this contract are shown in Attachment B. Bid Process On April 23, 2020, an invitation for bids (IFB) for the Palo Alto FY 2020 Street Resurfacing Project was posted at City Hall and sent to builder’s exchanges and contractors through the City’s eProcurement system. The bidding period was 26 calendar days. Bids were received from 5 contractors on May 18, 2020 as listed on the attached Bid Summary (Attachment C). City of Palo Alto Page 3 Summary of Bid Process Bid Name/Number Palo Alto FY 2020 Street Resurfacing Project IFB #178332 Proposed Length of Project 120 calendar days Number of Bid Packages Downloaded by Builder’s Exchanges 5 Number of Bid Packages Downloaded by Contractors 27 Total Days to Respond to Bid 26 Pre-Bid Meeting? No Number of Bids Received: 5 Bid Price Range $2,685,483 - $3,429,523 Staff has reviewed the bids submitted and recommends the bid of $2,685,483 submitted by O’Grady Paving, Inc. be accepted, and O’Grady Paving, Inc. be declared the lowest responsible bidder. The low bid is 26 percent lower than the engineer’s estimate of $3,636,200. Staff reviewed 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. This contract is on the City’s construction contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. Resource Impact Funding for this contract is available in the Fiscal Year 2020 Capital Improvement Program Street Maintenance project (PE-86070), City Facility Parking Lot Maintenance project (PE- 09003), Curb and Gutter Repairs project (PO-12001,) and Transportation Parking Improvements project (PL-12000). The funding allocation is as follows: City of Palo Alto Page 4 Funding Source Contract Contingency Total Encumbrance PE-86070 $2,056,371 $205,637 $2,262,008 PE-09003 $313,612 $31,361 $344,973 PO-12001 $294,500 $29,450 $323,950 PL-12000 $21,000 $2,100 $23,100 Total $2,685,483 $268,548 $2,954,031 Stakeholder Engagement All streets have been coordinated with the City’s Utilities Department and the Office of Transportation to minimize the cutting of newly resurfaced streets. Extensive public outreach will be conducted before and during the construction phase to keep the community informed throughout the process, including flyers sent to adjacent residences and businesses, notices posted online on Nextdoor and the City’s website. A community meeting was held on Tuesday, February 25, 2020 at the Barron Park Elementary School to inform residents about the potential installation of valley gutters on La Donna, San Jude, and El Cerrito. A total of 12 residents attended the meeting. After the information and details had been discussed, attendees expressed strong support for installation of valley gutters. Policy Implications 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: • 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. C20178332 City of Palo Alto FY2020 STREET RESURFACING PROJECT CI TY OF PALO ALTO Attachment A 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…………………………………………………………………………………………..7 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 June 22, 2020 (“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 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 April 23, 2020, City issued an Invitation for Bids (IFB) to contractors for the Palo Alto Various Streets 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 Palo Alto Various Streets Resurfacing Project, located at various locations, Palo Alto, CA. ("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. Notwithstanding the foregoing, in the event of a conflict between and among Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT the provisions of the Contract Documents, in which a provision is, or provisions are, required by Federal, State or Local law or regulation, the City shall apply the rules of preemption to determine which provision or provisions control. 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 One hundred twenty calendar days (120) 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 Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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, 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 Two Million Six Hundred Eighty Five Thousand Four Hundred Eighty Three Dollars ($2,685,483.00). [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 liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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 in this locality Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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. 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FULTON STREET LYTTON AVENUEGUINDA STREET VENUE UN I V E R S I T Y A V E N U E MIDDLEFIELD ROAD FULTON STREET MIDDLEFIELD ROAD LYTTON A VENUE GUINDA STREET SENECA STREET UNIVERSITY A VENUE GUINDA STREET FULTON STREET FULTON STREET MIDDLEFIELD ROAD HAMILTON A VENUE MIDDLEFIELD ROAD CHANNING A VENUE GUINDA STREET HOMER A VENUE B O Y C E A V E N U E B O Y C E A V E N U E FOREST AVENUE SENECA STREETSENECA STREET HAMILTON AVENUE HAMILTON A VENUE GUINDA STREET FOREST AVENUE MIDDLEFIELD ROAD HOMER AVENUE MIDDLEFIELD ROAD SENECA STREET FOREST AVENUE B O Y C E A V E N U E CHAUCER STREET CHAUCER STREET HALE STREET UNIVERSITY AVENUE UNIVERSITY AVENUE HALE STREET HAMILTON AVENUE HALE STREET MIDDLEFIELD ROADMIDDLEFIELD ROAD MELVILLE AVENUE PAR KINS ON AVENUE FULTON STREET KINGSLEY AVENUE KINGSLEY AVENUE M ELVILL E A V E N U E M EL V ILL E A V E N U E GUINDA STREET G R E E N W O O D A V E N U E M EL VI L L E A V E N U E C H A N NIN G A V E N U E LINCOLN AVENUE C H A N NIN G A VE N U E R E G E N T P L A C E LINCOLN AVENUE FULTON STREETFULTON STREET MIDDLEFIELD ROADMIDDLEFIELD ROAD ADDISON AVENUE GUINDA STREET ADDISON AVENUE C H A N NIN G A V E N UE GUINDA STREET M A RTIN A V E N U E S O M E R S E T PL A C E LIN C O L N A V E N U E LIN C O L N A V E N UE FIFE A V E N UE LIN C O L N A V E N U E FOREST A V E N U E A D DISO N A V E N U E FIFE A V EN U E M AR L O WE S T REET M A P L E S T R E E T H A MIL T O N A V EN U EH A M ILT O N C O U R T FO RES T C O U R T F O R E ST A V E N U E PA L M S T R E E T U NIV ER SITY A V EN U E LIN C O L N A V E N U E LIN C O L N A V E N U E H A MIL T O N A VE N U E FULTON STREET MIDDLEFIELD ROAD H OPKINS A VE N U E H OPKINS A VE N U E MIDDLEFIELD ROAD P A R KINS O N A V E N U E H A R K E R A V E N U E KIR B Y PL A C E PIT M A N A V E N UE D A N A A VE N U E FO R E S T A V E N U E ARCADERO ROAD C ED A R ST R E E T DANA AVENUE ASHBY DRIVE C E N T E R D RIV E C E N T E R D RI V E PITMAN AVENUE T E VIS PL A C E K E N T PL A C E C E NTER D RIV E C H A N NIN G A V E N U E C H A N NIN G A V E N UE G R EE N W O O D A V E N U E H U T C HINS O N A V E N U E H A R K E R A V E N U E C E D A R S T REET WIL S O N S T R EET H A MILT O N A V E N U E UNIVERSITY AVENUE U SOUTHWOOD DRIVE HAMILTON AVENUE EMBARCADERO ROAD PI N E ST R E E T A RC ADIA P L ACE S H A R O N C O U R T G R EE N W O O D A V E N UE N E W E L L R O A D H A R K E R A V EN U E PA R KIN S O N A V EN U E N E WELL R O A D NEWELL ROAD LOUISA COURT N E W ELL P L A C E W ALTER H A Y S DRIVE W A L T E R H A Y S D RIV E W A L N U T D RIV E H O P KIN S A V E N UE N E W E L L R O A D N E W ELL R O A D EMBARCADERO ROAD LOIS LA N E L OIS L A NE LOIS LANE S T A N L E Y W A Y J O R D A N P L A C E ER S T W ILD C O U R T W AL T E R HA YS D RIVE C H A N NIN G A V EN U E ALESTER AVENUE DANA AVENUE STANLEY W A Y C H A N NIN G A VE N U E D E S O T O D RIV E DE SOTO DRIVE DE SOTO DRIVE SOUTHWOOD DRIVE ISLAND DRIVE KINGS LANE HAMILTON AVENUE DANA AVENUE NEWELL ROAD NEWELL ROA D NE WE PITMAN AVENUE NEWELL ROAD DANA AVENUE MADISON WAY ALESTER AVENUE RHODES DRIV GUINDA STREET C O M M U NIT Y LA N E LIN C O L N A V E N U E C O M M U NIT Y LA N E C O M M U NIT Y L A N E PALO ALTO A V E N U E PALO A L T O A V E N U E UNIVERSITY A V E N UE PALO ALTO AVENUE PALO AL T O AV E N UE C R E S C E NT D R I V E EAST CRESCENT DRIVE WEST CRESCENT D R I V E CENTER DRIVE EDGEWOOD DRIVE E D G E W O O D D R I V E EDGEWO OD DR I V E MADIS HAMILTON AV E N U E HAMILTON AV EN UE J E F F E R S P A T J ACK S O N D R I V E S D R I V E WALNUT DRIVE W PHILLI PS RO AD H A R RIE T STR EE T H A R RIET ST REET H A R RIE T STR EE T H A R RIET STREET This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'461' 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 tbotkin, 2019-11-21 14:57:07Assessor Parcels (\\cc-maps\Encompass\Admin\Meta\View.mdb) FY 2 0 2 0 O V E R L A Y PR O J E C T M A P Attachment B 137-25-145 142-17-033 137-25-146 137-19-034 137-19-032 137-19-026137-19-025 137-18-044 137-18-045 137-19-066 137-20-004137-20-003137-20-002137-20-001 137-19-027 137-19-051 137-19-006 137-19-039 137-19-048 137-19-047 137-19-049 137-14-169 137-14-003 137-14-025 137-14-060 137-14-059 137-14-165 137-14-164 137-14-162 137-14-163 137-14-109137-14-108 137-14-107 137-18-015 137-18-012 137-18-013 137-18-014 137-18-052 137-18-055 137-18-078137-18-079 137-18-080 137-18-076 137-18-077 137-18-058137-18-059 137-18-060 137-18-063 137-18-065 137-18-064 137-18-062 137-18-056137-18-054137-18-053 137-18-069 137-18-068 137-18-066 137-18-061 137-19-023 137-19-024 137-19-018 137-19-019 137-19-020 137-19-022137-18-057 137-19-021 137-17-026 137-17-009 137-17-022 137-18-067 137-19-017 137-18-096 137-18-024 137-18-023 137-18-022 137-18-021 137-18-020 137-18-019 137-18-018 137-18-017 137-18-016 137-18-075 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AVENUE FLORALES D RIVE GEORGIA AVENUE GE O R G I A A V E N U E FRANDON COURT MAYBELL WAY MA YBELL AVENU E DO NA LD D RIVE WILLM AR D RIV E ARAST RADERO ROAD YNIGO WAY HU BB AR T T DRIVE GE ORGIA AV E NUE MAYBELL AVENUE GEORGIA AVE GE O R G I A A V E N U E ABEL AVENUE BAKER AVENUE MAYBELL AVENUE MAYBELL AVENUE CLEMO AVENUE COULOMBE DRIVE ARASTRADERO ROAD ARASTRADERO ROAD POMONA AVENUE ARASTRADERO ROAD IRVE AL ARASTRADERO ROAD LOS PALOS AVENUE SUZANNE DRIVE SUZANNE DRIVE POMONA AVENUE KELLY WAY SUZANNE DRIVE O REAL McKELLAR LANE DIN EL CAM HI L L VI E W AV EN UE A V E N U E CHIM MATADERO AVEN JULIE COURT MATADERO AVENUE CHIMALUS DRIVE KE N D A L L A V E N U E JOSINA AVENUE JOSINA AVENUE BARRON AVENUE ILIMA COURTLA CALLE BARRON AVENUE LAGUNA AVENUE LAGUNA AVENUE LAGUNA OAKS PLACE ILIMA WAY PARADISE WAY PARADISE WAY MCGREGOR WAY CHIMALUS DRIVE MATADERO AVENUE MATADERO AVENUE LA MATA WAY MATADERO AVENUE LAGUNA AVENUE BAR RON AVE NU E CASS WAY LA PARA AVENUE EL CENTRO STREET PAUL AVENUE TIMLOTT LANE TIMLOTT CT LA PARA AVENUE LAGUNA AVENUE LOS ROBLES AVENUE L OS R O BLES AVENUE CERRITO WAY EL CERRITO ROAD BARRON AVENUE EL CENTRO STREET LA JENNIFER WAY SAN JUDE A VENUE GEORGIA A VENUE DONALD DRIVE WILLMAR DRIVE G E ORGIA A VENUE HU B BA RTT D RIV E CROSBY PLACE GEO R GIA AVEN UE ARASTRADERO ROAD SAN JUDE A VE LA PARA AVENUE PAUL AVENUE LA PARA AVENUE LOS ROBLES AVENUE LOS ROBLES AVENUE ARBOL DRIVE ENCINA GRANDE DRIVE AMARANTA AVENUE ORME STREET LOS ROBLES AVENUE LAGUNA WAY MANZANA LANE EN LOS PALOS CIR FAIRM EDE AVENUE DRISCOLL CT WAL LIS COUR T MATADERO CT LAGUNA COURT LORABELLE COURT ROBLE RIDGE LOS PALOS PLACE G LENBROOK DR I V E KELLY WAY SUZANNE CT CHERRY OAKS PLACE K I NG ARTHURS CT T ERMAN D R I V E G E O R G I A A V E N U E DONALD DRIVE ARAS TRADE R O ROAD RINCON CIR CLE LOS ROBLES AVENUE EL CERRITO RO A D S H A U NA L A N E CARLITOS C T LA CALLE EMMA COURT AMARA NTA COURT EL CAMIN ORCHARD CT This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'461' 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 tbotkin, 2019-11-21 15:19:46Assessor Parcels (\\cc-maps\Encompass\Admin\Meta\View.mdb) FY 2 0 2 0 O V E R L A Y PR O J E C T M A P 120-28-100 120-28-066120-28-067 120-28-058120-28-057 120-28-030 120-28-091 120-17-087 120-17-039 120-28-074 120-28-085120-28-084120-28-051 120-28-086 120-28-090 120-28-087 120-28-088 120-28-082 120-28-081 120-28-080 120-28-079 120-28-078 120-28-077 120-28-076 120-28-075120-28-073120-28-072120-28-071120-28-070120-28-069120-28-068120-28-053 120-28-065 120-28-064 120-28-063 120-28-062 120-28-061 120-28-060120-28-059120-28-018 120-28-109 120-28-029 120-29-048120-29-049120-29-050120-29-051 120-29-028 120-29-029 120-29-030 120-29-001 120-17-088 120-17-071 120-17-072 120-17-113 120-17-077 120-17-067 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V E N U E RAMONA STREET EMERSON STREET HIGH STREET EMBARCADERO ROAD EMERSON STREET QUARRY ROAD EMERSON STREET HOMER AVENUE EL CAMINO REAL PALO ALTO A VENUE EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL BRYANT STREET PALO ALTO AVENUE PAL O AL TO AV E NU E HA W T H O R N E A V E N U E EMERSON STREET RAMONA STREET EMERSON STREET HA W T H O R N E A V E N U E HIGH STREET EVERETT AVENUE EVERETT AVENUE HIGH STREET ALMA STREET ALMA STREET ALMA STREET LYTTON AVENUE EL CAMINO REAL QUARRY ROAD ALMA STREET EMERSON STREET RAMONA STREET LYTTON AVENUE UNIVERSITY AVENUE RAMONA STREET BRYANT STREET HIGH STREET EMERSON STREET ALMA STREET EMERSON STREET HIGH STREET HIGH STREET HAMILTON AVENUE HAMILTON AVENUE EMERSON STREET HAMILTON AVENUE GILMAN STREET WAVERLEY STREET BRYANT STREET FOREST A VENUE FOREST A VENUE BRYANT STREET RAMONA STREET RAMONA STREET BRYANT STREET FLORENCE STREET KIPLING STREET LYTTON A VENUE WAVERLEY STREETWAVERLEY STREET EVERETT A VENUE EVERETT A VENUE BRYANT STREET WAVERLEY STREET HAWTHORNE A VENUE RAMONA STREET BRYANT STREET LYTTON A VENUE UNIVERSITY AVENUE COWPER STREET KIPLING STREET UNIVERSITY AVENUE UNIVERSITY AVENUE COWPER STREET WAVERLEY STREET HAMILTON AVENUE MIDDLEFIELD ROAD RUTHVEN AVENUE POE STREET P A LO A L TO A V E NU E PALO ALTO AVENUE COWPER STREET TASSO STREET RUTHVEN AVENUE WEBSTER STREET BYRON STREET HAWTHORNE AVENUE COWPER STREET COWPER STREET WAVERLEY STREET HAWTHORNE AVENUE HAWTHORNE AVENUE KIPLING STREET EVERETT A VENUE COWPER STREET WEBSTER STREET BYRON STREET MIDDLEFIELD ROAD MIDDLEFIELD ROAD EVERETT AVENUE WEBSTER STREET WEBSTER STREET LYTTON AVENUE BYRON STREET TASSO STREET MELVILLE AVENUE EMERSON STREET BRYANT STREET EMBARC EMBARCADERO ROAD WAVERLEY STREET MELVILLE AVENUE EMBARCA DERO ROAD EMERSON STREET KINGSLEY A VENUE BRYANT STREETBRYANT STREET SCOTT STREET ADDISON A VENUE BRYANT STREET BRYANT STREET ADDISON A VENUE LINCOLN A VENUE HAMILTON A VENUE COWPER STREET FOREST AVENUE FOREST AVENUE WAVERLEY STREET BRYANT STREET HOMER AVENUE WAVERLEY STREET CHANNING AVENUE RAMONA STREET RAMONA STREET WEBSTER STREET WEBSTER STREET COWPER STREET HOMER AVENUE HOMER AVENUE COWPER STREET KIPLING STREET CHANNING AVENUE WAVERLEY STREET ADDISON AVENUE LYTTON AVENUE UNIVERSITY AVENUE BYRON STREET MIDDLEFIELD ROADMIDDLEFIELD ROAD LYTTON AVENUE WEBSTER STREET MIDDLEFIELD ROAD HAMILTON AVENUE FOREST AVENUE WEBSTER STREET TASSO STREET MELVILLE AVENUE MELVILLE AVENUE WAVERLEY STREET COWPER STREETCOWPER STREET KINGSLEY AVENUE KINGSLEY AVENUE WAVERLEY STREET LINCOLN AVENUE COWPER STREET LINCOLN AVENUE ADDISON AVENUE WEBSTER STREET MIDDLEFIELD ROAD ADDISON AVENUE COWPER STREET WEBSTER STREET FO MIDDLEFIELD ROAD HOMER AVENUE MIDDLEFIELD ROAD WEBSTER STREET CHANNING AVENUE CHANNING AVENUE MIDDLEFIELD ROAD BYRON STREET MIDDLEFIELD ROAD MELVKI MELVILLE AVENUE WEBSTER STREETKINGSLEY AVENUE KINGSLEY AVENUE BYRON STREETBYRON STREET WEBSTER STREET LINCOLN AVENUE MIDDLEFIELD ROADMIDDLEFIELD ROAD COWPER STREET U N I V E R S I T Y C I R C L E EVERETT COURT LANE 39 LANE B EASTLANE 7 EASTLANE 5 EAST LANE 6 EAST LANE 20 EAST LANE 30 LANE 20 WEST LANE 21 MITCHELL LANE LANE 33 LANE 15 EAST BRYANT COURT PAULS EN LANE LANE 12 WEST LANE 11 WEST CENTENNIAL WALK LANE D EAST LANE D WEST LANE 59 EAST WHITMAN COURT SAND HILL ROAD SHOPPING CENTER WAY SHOPPING CENTER WAY PEAR LANE DOWNING LANE LANE 56 EL CAMINO REAL ALMA STREET P PAL O ALTO AVE NU E PALO ALTO A VENUE P A L O A L T O A V E N U E PISTACHE PLACE PENINSULA COPENINSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARDPENINSULA CORRIDOR JOINT POWERS BOARDRIDOR JOINT POWERS BOARD P ALM DRIVE PALO ROAD EMERSON STREET EMERSON STREET HIGH STREET HIGH STREET HIGH STREET ALMA STREET ALMA STREET ALMA STREET ALMA STREET ALMA STREET FOREST AVENUE CHANNING AVENUE HOMER AVENUE ADDISON AVENUE EL CAMINO REALEL CAMINO REAL EL CAMINO REALEL CAMINO REAL EL CAMINO REALEL CAMINO REAL EL CAMINO REALEL CAMINOREA EMBARCADERO ROAD WELLS AVENUE URBAN LANE URBAN LANE ENCINA AVENUE ENCINA AVENUE MEDICAL FOUN D ATI O N WAY LANE 7 WEST LANE 8 WEST LANE A WEST LANE B WEST CHANNING AVENUE This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'461' 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 tbotkin, 2019-11-21 14:48:16Assessor Parcels (\\cc-maps\Encompass\Admin\Meta\View.mdb) FY 2 0 2 0 O V E R L A Y PR O J E C T M A P 137-25-145 137-25-146 137-11-038 137-18-044 137-18-045 137-19-066 137-20-004137-20-003137-20-002137-20-001 137-19-051 137-19-006 137-19-047 9 137-14-169 137-14-003 137-14-025 137-14-060 137-14-059 137-14-165 137-14-164 137-14-162 137-14-163 137-14-109137-14-108 137-14-107 137-18-069 137-18-068 137-18-066 137-17-022 137-18-067 137-19-017 137-18-096 137-18-024 137-18-023 137-18-022 137-18-021 137-18-020 137-18-019 137-18-018 7 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CAMINO WAY THAIN WAY THAIN WAY EL CAMINO REAL MAYBE LL AVENUE PENA COURT WEST MEADOW DRIVE DAV EN JAMES ROAD WILKIE WAY WILKIE COURT TEN NES SEE LANE WE ST CHARLESTON ROAD TENNESSEE LANE WILKIE WAY CAROLINA LANE WE ST CHARLESTON ROAD WILKIE WAY DULUTH CIRCLE CAROLINA LANE WEST CHARLESTON ROAD RUTHELMA AVENUE NEWBERRY COUR EDLEE AVENUE M HANOVER STREET CHIMALUS DRIVE JO SINA A V E N U E MATADERO AVENUE JULIE COURT MATADERO AVENUE CHIMALUS DRIVE KENDALL AVENUE JOSINA AVENUE JOSINA AVENUE BARRON AVENUE ILIMA COURTLA CALLE BARRON AVENUE LAGUNA AVENUE LAGUNA AVENUE LAGUNA OAKS PLACE ILIMA WAY PARADISE WAY CHIMALUS DRIVE MATADERO AVENUE MATADERO AVENUE L A MATA WAY MATADERO AVENUE LAGUNA AVENUE BARRON AVENUE WHITSELL AVENUE KENDALL A VENUE LA DONNA AVENUE BARRON AVENUE BAR RON AVE NU E CASS WAY LA PARA AVENUE EL CENTRO STREET PAUL A VENUE TIMLOTT LANE TIMLOTT CT LA PARA A VENUE LAGUNA AVENUE LOS ROBLES AVENUE L OS R O B LES AAY BARRON AVENUE EL CENTRO STREET LA JENNIFER WAY SAN JUDE A VENUE GEORGIA A VENUE DONALD DRIVE VE MAGNOLIA DRIVE NORTH MAGNOLIA DRIVE MILITARY WAY LA DONNA AVENUE LA DONNA AVENUE SAN JUDE A VENUE LA PARA AVENUE PAUL AVENUE LA PARA AVENUE LOS ROBLES AVENUE LOS ROBLES AVENUE ARBOL DRIVE ENCINA GRANDE DRIVE AMARANTA AVENUE ORME STREET LOS ROBLES AVENUE LAGUNA WAY MANZANA LANE VENTURA AVENUE EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL LA SELVA DRIVE MA GNOLIA DRIVE SOUTH VILLA VERA VILLA REAL (PRIVATE) VILLA VISTA (PRIVATE) LOS ROBLES AVENUE LA DONNA AVENUE CAMPANA DRIVE ENCINA GRANDE DRIVE VERDOSA DRIVE VISTA AVENUE WISTERIA LANE VILLA VISTA (PRIVATE) ORINDA STREET MARGARITA AVENUE W EL CAMINO REAL MATADERO AVENUE FERNANDO AVENUE BARRON AVENUE CURTNER AVENUE WILTON AVENUE KENDALL AVENUE MATADERO AVENUE EL CAMINO REAL EL CAMINO REAL LAMBERT AVENUE O REAL EL CAMINO REAL CHIMALUS DRIVE MATADERO AVENUE WHITSELL AVENUE VENTURA COURT VENTURA CURTNC ASH STREET DARLINGTON CO BARCLAY COURT GEORGE HOOD LANE WEST CHARLESTON ROAD EL CAM LOS PALOSCI MADELINE COURT DRISCOLL PLACE ORINDA STREET CAMPANA DRIVE VERDOSA DRIVE FAIRM EDE AVENUE CYPRESS LANE DRISCOLL CT JACOBS COURT (PRIVATE) INTERDALE WY M ATADERO CT LAGUNA COURT LORABELLE COURT ROBLE RIDGE LANE 66 LANE 66 LOS PALOS PLACE EDLEE AVENUE KELLY WAY S UZANNE CT CHERRY OAKS PLACE KIN G ARTHURS CT DONALD DRIVE EL S H A U NA L A N E CARLITOS CT LA SELVA DRIVE TIPPAWINGO STREE T LA CALLE DEODAR STREET DEODAR STREET ALDER LANESPRUCE LANE RICKEY'S LANE JUNIPER WAY RICKEY'S WAY RICKEY'S WAY RICKEY'S WAY JUNIPER LANE Hettinger Ln Noble St Cashel St EMMA COURT AMARA NTA COURT EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL EL CAMINO REALEL CAMINO REAL ORC H A RD CT This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'461' 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 tbotkin, 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124-30-038 124-30-067 124-30-066 124-30-050 124-30-049 124-30-048 124-30-052 124-30-053 124-30-054 124-30-055 124-30-056 124-30-057 124-30-036 124-30-035 124-30-034 124-30-033 124-30-058 124-30-031 124-30-032 124-30-026 124-30-025 124-30-011 124-30-019 124-30-018 124-30-020 124-30-010 124-30-024 124-30-023 124-30-022 124-30-021 124-25-027124-25-021 124-25-018 124-25-019 124-25-020 124-25-026 124-25-025 124-25-017 124-25-016 124-25-028 124-25-029 124-25-030 124-25-031 124-25-032 124-25-033 124-25-034 124-25-035 124-23-032 124-23-035 124-26-003 124-26-002 124-26-001 124-23-034 124-25-022 124-23-033 124-25-023 124-17-039 124-23-036 7 124-23-029 124-23-030 124-23-031124-23-028 124-23-046124-23-045124-23-044124-23-043124-23-042124-23-041 124-23-055 124-23-054 124-23-053 124-23-052 124-23-051 124-23-047 124-23-048 124-23-068 124-23-067 124-23-066 124-23-065 124-23-064 124-23-049 142-20-072 132-36-122 132-36-123 132-36-124 132-36-125 132-36-126 132-36-127 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132-36-101 132-36-102 132-36-103132-36-104 132-36-105132-36-106 132-36-107 132-36-108 132-36-109 132-36-110 132-36-111 132-36-112 132-36-113 132-36-114132-36-115 132-36-116132-36-117 132-36-118 132-36-119 132-36-120 132-36-121 132-36-128132-36-129 132-36-130 124-31-082 124-31-081 124-32-070 137-08-100 124-19-006 124-31-084 132-39-069 132-33-058 132-17-083 124-30-062124-30-063 124-30-064124-30-065 137-01-148 137-01-149 124-08-083 124-19-117 142-27-034 142-27-035 142-27-036 142-27-037 142-27-038 142-27-039 124-38-003 124-38-005 124-38-002 124-38-004124-38-001 142-04-024 132-37-068132-37-069132-37-070 132-37-071 000-00-000 132-33-050 142-04-036 124-18-114 124-18-115 124-29-025 124-18-113124-18-112 COWPER STREET ELDORADO AVENUE KIPLING STREET WAVERLEY STREET COWPER STREET GARY COURT COLLEGE AVENUE YALE STREET CAMBRIDGE AVENUE CALIFORNIA A VENUE GRANT AVENUE EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL SHERMAN AVENUE SHERMAN AVENUE JACARANDA LANE ASH STREET NEW MAYFIELD LANE NEW MAYFIELD LANE EL CAMINO REAL EL CAMINO REAL CALIFORNIA AVENUE CALIFORNIA AVENUE PERAL LANE MIMOSA LANE SEDRO LANE CAMBRIDGE AVENUE COLLEGE AVENUE MARGARITA AVENUE EL CAMINO REAL FE R N A N D O A V E N U E MATADERO AVENUE EL CA LA M B E R T A V E N U E EL CAMINO REAL HANSEN WAY EL CAMINO REAL ASH STREET OX F OR D A V E NU E EL CAMINO REAL ST A N F O R D A V E N U E CASTILLEJA AVENUE A AVENUE SEQUOIA AVENUENUE O REAL PARK AVENUE EL CAMINO REAL REAL EL CAMINO REAL ASH STREET LELAND AVENUE PARK BOULEVARD STANFORD AVENUE BIRCH STREET OXFORD AVENUE BIRCH STREET ST A N F O R D A V E N U E LOWELL AVENUE ALMA STREET MARIPOSA AVENUE SEQUOIA AVENUE PARK BOULEVARD BIRCH STREET LELAND AVENUE LELAND AVENUE ASH STREET LOWELL AVE NUE EMERSON STREET TENNYSO N AVENUE ALMA STREET BIRCH STREET NEW MAYFIELD LANE CA M B R I D G E A V E N U E BIRCH STREET BIRCH STREET COLLEGE AVENUE COLLEGE AVENUE PARK BOULEVARD CALIFORNIA AVENUE ALMA STREET PARK BOULEVARD SHERMAN A VENUE JACARANDA LANE PARK BOULEVARD ALMA STREET PARK BOULEVARD PARK BOULEVARD OXFORD AVENUE TENNYSO N AVENUE TENNYSO N AVENUE BRYANT STREET BRYANT STREET EMERSON STREET SE ALE AVENUE SE ALE AVENUE EMERSON STREET RINCONADA AVENUE ALMA STREET SEALE AVENUE BRYANT STREET WAVERLEY STREET RINCONADA AVENUE EMERSON STREET SANTA RITA AVENUE SANTA RITA AVENUE ALMA STREET HIGH STREET HIGH STREET EMERSON STREET LOWELL AVENUE TREET LOW WAVERLEY STREET SEALE AVE EMERSON STREET RAMONA STREET COLORADO AVENUE COLORADO AVENUE EMERSON STREET HIGH STREET ALMA STREET ALMA STREET O R E G O N E X P R E SSW A Y BRYANT STREET SOUTH COURT EL DORADO AV ENU E ORE GON AVENUE SAN TA RITA AV ENUE SANTA RITA AV ENU E WASHINGT ON AV ENU E BRYANT STREET WAV ERLEY OAK S (PVT) EMERSON STREET WASHINGTON AVE NUE NORTH CALIFORNIA AVENUE NEVAD A AVENUE OREGON AVENUE HIGH STREET WASHINGTON AVENUE NORTH CALIFORNIA AVENUE NORTH CALIFORNIA AVENUE WAVERLEY STREET SOUTH COURT RAMONA STREET OREGO N AVENUE BRYANT STREET RAMONA STREET WAVERLEY STREET OR EGON EXPRESSWAY BRYANT STREET SOUTH COURT WAVERLEY STREET MA RION AVENU E COLORADO AVENUE WAVERLEY STREET KIPLING STREET COLORADO AVE NUE WAVERLEY STREET OREGON EXPRESSWAY OREGON AVENUE ANTON COURT NEVADA AVENUE STANFORD AVENUE YALE STREET GRANT AVENUE SHERMAN AVENUE SHERIDAN AVENUE SHERIDAN AVENUE ASH STREET BIRCH STREET BIRCH STREET GRA NT AVENUE SOUTH COURT BRYANT STREET WAVERLEY STREET BRYANT STREET SOUTH COURT EL D ORADO A VENUE EL DORADO AVENUE RAMONA STREET EMERSON STREET EL CA RMELO AVENUE EL CA RM ELO AVENUE EL CARMELO AVENUE EMERSON STREET RAMONA STREET WAVERLEY STREET LOMA VERDE AVENUE MARGARITA AVENUE FERNANDO AVENUE LAMBERT AVENUE CHESTNUT AVENUE ASH STREET BIRCH STREET BIRCH STREET PARK BOULEVARD PARK BOULEVARD ALMA STREET ALMA STREET ALMA STREET PARK BOULEVARD ACACIA AVENUE PORTAGE AVENUE OLIVE AVENUE PEPPER AVENUE ASH STREET NORT H CA LIFORN IA AVENUE PAGE MILL ROAD PAGE MILL ROAD EL CAMINO REAL ALMA STREET MARTINSEN CT CO STAUNTON COURT TENNYSO ORINDA STREET DYMOND COURT PAGE MILL ROAD PAGE MILL ROAD PAGE MILL ROAD NOGAL LANE LANE 66JACARANDA LANE INSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD PENINSULACORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD OXFORD AVENUE ABRAMS COURTBARNES COURT COURT RO AD D O L M S T E D R O AD YALE ST EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL EL CAMINO REAL OLMSTED ROAD This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'461' 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 tbotkin, 2019-11-21 15:11:43Assessor Parcels (\\cc-maps\Encompass\Admin\Meta\View.mdb) FY 2 0 2 0 O V E R L A Y PR O J E C T M A P Attachment C FY2020 Street Resurfacing Project Bid Summary UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST 1 AC Overlay: 7,992 TON $ 130.00 1,038,960.00$ $ 102.00 815,184.00$ $ 105.00 839,160.00$ $ 107.00 855,144.00$ $ 147.25 1,176,822.00$ $ 150.00 1,198,800.00$ 2 AC Base Repair: 262 TON $ 200.00 52,400.00$ $ 225.00 58,950.00$ $ 150.00 39,300.00$ $ 275.00 72,050.00$ $ 220.00 57,640.00$ $ 240.00 62,880.00$ 3 PCC Base Repairs: 10,680 SF $ 22.00 234,960.00$ $ 16.00 170,880.00$ $ 24.00 256,320.00$ $ 27.00 288,360.00$ $ 15.50 165,540.00$ $ 24.00 256,320.00$ 4 AC Milling: 548,715 SF $ 0.80 438,972.00$ $ 0.72 395,074.80$ $ 0.55 301,793.25$ $ 0.65 356,664.75$ $ 0.75 411,536.25$ $ 0.35 192,050.25$ 5 6" Milling and Backfill with Inert: 5,850 SF $ 10.00 58,500.00$ $ 3.00 17,550.00$ $ 2.00 11,700.00$ $ 3.25 19,012.50$ $ 3.00 17,550.00$ $ 3.50 20,475.00$ 6 9" Milling and Backfill w/6" Inert and 3" AC Overlay:7,700 SF $ 16.00 123,200.00$ $ 5.20 40,040.00$ $ 4.00 30,800.00$ $ 7.50 57,750.00$ $ 8.50 65,450.00$ $ 7.00 53,900.00$ 7 Crack Sealing:21,400 LF $ 0.75 16,050.00$ $ 1.70 36,380.00$ $ 1.60 34,240.00$ $ 1.70 36,380.00$ $ 1.20 25,680.00$ $ 2.00 42,800.00$ 8 Interlayer Membrane:8,100 LF $ 5.00 40,500.00$ $ 3.00 24,300.00$ $ 2.50 20,250.00$ $ 5.50 44,550.00$ $ 1.50 12,150.00$ $ 7.00 56,700.00$ 9 Reset Utility Box:149 EA $ 500.00 74,500.00$ $ 200.00 29,800.00$ $ 1,000.00 149,000.00$ $ 900.00 134,100.00$ $ 1,020.00 151,980.00$ $ 850.00 126,650.00$ 10 Reset Manhole:60 EA $ 1,000.00 60,000.00$ $ 400.00 24,000.00$ $ 1,700.00 102,000.00$ $ 1,400.00 84,000.00$ $ 1,560.00 93,600.00$ $ 1,400.00 84,000.00$ 11 Recycling of Inert Solid Materials:7,992 TON $ 8.00 63,936.00$ $ 2.00 15,984.00$ $ 0.10 799.20$ $ 0.10 799.20$ $ 3.75 29,970.00$ $ 10.00 79,920.00$ 12 Inert recycling containing petromat:7,992 TON $ 10.00 79,920.00$ $ 1.00 7,992.00$ $ 3.00 23,976.00$ $ 0.10 799.20$ $ 3.75 29,970.00$ $ 12.00 95,904.00$ 13 Reset Catch Basin:10 EA $ 2,500.00 25,000.00$ $ 530.00 5,300.00$ $ 1,500.00 15,000.00$ $ 1,700.00 17,000.00$ $ 520.00 5,200.00$ $ 1,500.00 15,000.00$ 14 Type A vertical curb with 3' Exposed gutter pan:729 LF $ 140.00 102,060.00$ $ 115.00 83,835.00$ $ 116.00 84,564.00$ $ 130.00 94,770.00$ $ 115.00 83,835.00$ $ 115.00 83,835.00$ 15 Type A vertical curb with 1' Burried gutter pan:1,062 LF $ 110.00 116,820.00$ $ 90.00 95,580.00$ $ 50.00 53,100.00$ $ 58.00 61,596.00$ $ 88.00 93,456.00$ $ 50.00 53,100.00$ 16 Type A vertical curb with 1' exposed gutter pan:30 LF $ 100.00 3,000.00$ $ 90.00 2,700.00$ $ 67.00 2,010.00$ $ 75.00 2,250.00$ $ 90.00 2,700.00$ $ 65.00 1,950.00$ 17 Type A vertical curb with 2' Exposed gutter pan:100 LF $ 120.00 12,000.00$ $ 105.00 10,500.00$ $ 100.00 10,000.00$ $ 110.00 11,000.00$ $ 103.50 10,350.00$ $ 95.00 9,500.00$ 18 Concrete Driveway:1,703 SF $ 21.00 35,763.00$ $ 18.00 30,654.00$ $ 30.00 51,090.00$ $ 29.00 49,387.00$ $ 17.50 29,802.50$ $ 25.00 42,575.00$ 19 Concrete Sidewalk:3,274 SF $ 19.00 62,206.00$ $ 17.00 55,658.00$ $ 20.00 65,480.00$ $ 19.00 62,206.00$ $ 16.50 54,021.00$ $ 16.00 52,384.00$ 20 Type A Curb Ramp:26 EA $ 6,000.00 156,000.00$ $ 4,200.00 109,200.00$ $ 5,000.00 130,000.00$ $ 5,290.00 137,540.00$ $ 4,150.00 107,900.00$ $ 5,000.00 130,000.00$ 21 Detectable Warning Surface - Cast in place:348 SF $ 60.00 20,880.00$ $ 115.00 40,020.00$ $ 60.00 20,880.00$ $ 65.00 22,620.00$ $ 115.00 40,020.00$ $ 58.00 20,184.00$ 22 Brickwork/Pavers Specialty Finishes:254 SF $ 45.00 11,430.00$ $ 22.00 5,588.00$ $ 40.00 10,160.00$ $ 41.00 10,414.00$ $ 21.00 5,334.00$ $ 35.00 8,890.00$ 23 Valley Gutter - 3' Wide:2,265 LF $ 180.00 407,700.00$ $ 130.00 294,450.00$ $ 100.00 226,500.00$ $ 118.00 267,270.00$ $ 124.00 280,860.00$ $ 110.00 249,150.00$ 24 Thermoplastic Paving Legends:133 EA $ 50.00 6,650.00$ $ 35.00 4,655.00$ $ 30.00 3,990.00$ $ 33.00 4,389.00$ $ 82.00 10,906.00$ $ 30.00 3,990.00$ 25 Thermo Striping, 6" Yellow:680 LF $ 5.00 3,400.00$ $ 2.40 1,632.00$ $ 2.00 1,360.00$ $ 2.30 1,564.00$ $ 6.00 4,080.00$ $ 2.20 1,496.00$ 26 Thermo Striping, 4" White:2,177 LF $ 4.00 8,708.00$ $ 1.50 3,265.50$ $ 2.00 4,354.00$ $ 1.50 3,265.50$ $ 4.00 8,708.00$ $ 1.50 3,265.50$ 27 Thermo Striping, 12" White:1,665 LF $ 7.00 11,655.00$ $ 4.50 7,492.50$ $ 4.00 6,660.00$ $ 4.40 7,326.00$ $ 12.00 19,980.00$ $ 4.50 7,492.50$ 28 Blue Pavement Markers:24 EA $ 25.00 600.00$ $ 30.00 720.00$ $ 25.00 600.00$ $ 25.00 600.00$ $ 70.00 1,680.00$ $ 25.00 600.00$ 29 Thermo Striping, Red Curb:166 LF $ 5.00 830.00$ $ 3.00 498.00$ $ 2.00 332.00$ $ 2.10 348.60$ $ 5.50 913.00$ $ 2.00 332.00$ 30 Traffic Control:1 LS $ 166,000.00 166,000.00$ $ 116,000.00 116,000.00$ $ 340,000.00 340,000.00$ $ 411,000.00 411,000.00$ $ 165,000.00 165,000.00$ $ 317,000.00 317,000.00$ 31 Notices:1 LS $ 16,500.00 16,500.00$ $ 25,000.00 25,000.00$ $ 100,000.00 100,000.00$ $ 24,000.00 24,000.00$ $ 30,000.00 30,000.00$ $ 14,000.00 14,000.00$ 32 Utility Tie Out Drawings:1 LS $ 16,100.00 16,100.00$ $ 4,000.00 4,000.00$ $ 7,000.00 7,000.00$ $ 3,000.00 3,000.00$ $ 4,500.00 4,500.00$ $ 8,060.00 8,060.00$ 33 Tree Trimming:64 HRS $ 250.00 16,000.00$ $ 275.00 17,600.00$ $ 350.00 22,400.00$ $ 300.00 19,200.00$ $ 100.00 6,400.00$ $ 130.00 8,320.00$ 34 Indian and Moreno Traffic Circle (Appendix D):1 LS $ 75,000.00 75,000.00$ $ 64,000.00 64,000.00$ $ 30,000.00 30,000.00$ $ 66,000.00 66,000.00$ $ 94,000.00 94,000.00$ $ 50,000.00 50,000.00$ 35 Middlefield Curbs and Island 1 LS $ 30,000.00 30,000.00$ $ 21,000.00 21,000.00$ $ 25,000.00 25,000.00$ $ 24,000.00 24,000.00$ $ 20,000.00 20,000.00$ $ 28,000.00 28,000.00$ 36 Misc. Transportation Improvements:1 LS $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ 3,636,200.00$ 2,685,482.80$ 3,069,818.45$ 3,300,355.75$ 3,367,533.75$ 3,429,523.25$ -26% under O'Grady Paving, Inc. Base Bid Total (Items 001 through 36) BID ITEM DESCRIPTION APPROX. QTY UNIT ENGINEER'S ESTIMATE -16% under DeSilva Gates under under under Interstate Grading & Paving -9% Granite Construction -7% Teichert Construction -6% CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 22, 2020 The Honorable City Council Palo Alto, California Adoption of a Resolution Calling a General Municipal Election for Tuesday, November 3, 2020, for Four Council Member Seats RECOMMENDATION: Adopt the attached Resolution calling for a General Municipal Election for four Council seats for November 3, 2020. By motion, direct the City Clerk to use the random name order set by the Secretary of State to determine the order of candidates’ names on the ballot. BACKGROUND: Attached is a Resolution calling a General Municipal Election for four Council Member seats on November 3, 2020, requesting the services of the Santa Clara County Registrar of Voters (Registrar), and requesting consolidation of the General Municipal Election with any other election called for this jurisdiction for this date. The Charter requires that the order of candidates’ names on the ballot be determined by lot (Charter Art. VII, Sec. 3). The City Clerk recommends that Council continue prior practice and direct that the Charter requirement be implemented by using the random name order set by the California Secretary of State. Terms of the following Council Members expire on December 31, 2020: Adrian Fine, Liz Kniss Lydia Kou, and Greg Tanaka. Council Member Liz Kniss will have served two full consecutive terms and is not eligible to seek re-election on the November 3, 2020 ballot. Council Members Adrian Fine, Lydia Kou, and Greg Tanaka each will have served one full term and are eligible to seek re-election on the November 3, 2020 ballot. The attached resolution provides that a tie vote (upon the canvas or after a recount) be resolved by lot, which is the default procedure under state law. If the Council prefers, it may direct staff to revise the attached resolution to provide that a tie be resolved through a special run-off election to be held not less than 40 or more than 125 days after the certification of the tie vote. The attached Resolution and proposed motion are not projects subject to review under the California Environmental Quality Act (CEQA). RESOURCE IMPACT: The estimated cost of the November 2020 election including the 4 vacant Council seats, 2-3 ballot measures, and translation into several languages is approximately $150,000. The FY 2021 Page 2 Budget currently includes funding of $100,000. ATTACHMENTS: • Attachment A: Resolution Calling General Municpal Election (DOC) Department Head: Beth Minor, City Clerk Page 3 1 Resolution No. Resolution of the Council of the City of Palo Alto Calling a General Municipal Election of Four Council Member Seats, Requesting the Services of the Registrar of Voters, and Ordering the Consolidation of the Election R E C I T A L S A. Article III, Section 3, of the Palo Alto City Charter requires that a general municipal election for election of council members be held on the first Tuesday after the first Monday in November of each even-numbered year, that is, November 3, 2020; and B. A statewide election is scheduled to be held on November 3, 2020; elections in certain school districts and special districts in Santa Clara County are also scheduled to be held on that date; and C. Under Part 3 of Division 10 of the Elections Code, beginning at Section 10400, and Education Code Section 5342, elections called by various governing bodies may be partially or completely consolidated; NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Call of Election. A general municipal election is called for the City of Palo Alto to be held on Tuesday, November 3, 2020, for the purpose of electing four (4) council members for full terms (four years). SECTION 2. Request to Consolidate. The Council of the City of Palo Alto requests the governing body of the state and any other political subdivision, or any officers otherwise authorized by law, to partially or completely consolidate such elections and the City Council consents to such consolidation. The Council acknowledges that the election will be held and conducted according to procedures in the Elections Code, including Section 10418. SECTION 3. Request for County Services. Under Section 10002 of the California Elections Code, the Council of the City of Palo Alto requests the Board of Supervisors of Santa Clara County to permit the Registrar of Voters to render services to the City of Palo Alto relating to the conduct of Palo Alto’s General Municipal and Special Elections which are called to be held on Tuesday, November 3, 2020. The services shall be of the type normally performed by the Registrar of Voters in assisting the clerks of municipalities in the conduct of elections, including but not limited to checking registrations, mailing ballots, hiring election officers and arranging for polling places, receiving absentee voter ballot applications, mailing and receiving absent voter ballots and opening and counting same, providing and distributing election supplies, and furnishing voting machines. SECTION 4. Consolidation of Measures. The Council of the City of Palo Alto 2 requests the Board of Supervisors of Santa Clara County to include on the ballots and sample ballots, all qualified measures submitted by the City Council to be ratified by the qualified electors of the City of Palo Alto. SECTION 6. Tie Votes. In the event two or more persons receive an equal and the highest number of votes for any office, the City Council shall summon the candidates who received the tie votes, whether upon the canvas of returns or upon recount, to appear before it and shall determine the tie by lot. SECTION 5. Duties of City Clerk. The Palo Alto City Clerk shall do all things required by law to effectuate the November 3, 2020, general municipal election, including but not limited to causing the posting, publication and printing of all notices or other election materials under the requirements of the Charter of the City of Palo Alto and the California Elections and Government Codes. SECTION 6. Contract Authority. Subject to approval of the Board of Supervisors of Santa Clara County, the City Clerk may engage the services of the Registrar of Voters of the County of Santa Clara to aid in the conduct of the November 3, 2020, election including canvassing the returns of that election. The Palo Alto Director of Administrative Services shall pay the cost of contracted services provided that no payment shall be made for services which the Registrar of Voters is otherwise required by law to perform. SECTION 7. Transmittal of Resolution. The City Clerk shall submit a certified copy of this resolution to the Board of Supervisors of the County of Santa Clara. SECTION 8. CEQA. The Council finds that this resolution does not constitute a project subject to the California Environmental Quality Act under Public Resources Code section 21065 or CEQA Guidelines section 15378. INTRODUCED AND PASSED: June 22, 2020 AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPROVED: _____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: _____________________________ ____________________________ City Attorney City Manager 3 ____________________________ Director of Administrative Services City of Palo Alto (ID # 11348) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approval of Airport Contracts and Budget Amendment Title: Approval of Contract Number C21178189 With A. Teichert & Son Inc., dba Teichert Construction, in the Amount of $13,873,053, Amendment Number 8 With C&S Engineers, Inc., Contract Number C15155208A, for the Airport Apron Reconstruction Phase III Capital Improvements Program Project AP-16000; and Approval of a Budget Amendment in Fiscal Year 2021 in the Airport Enterprise Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1.Approve and conditionally authorize the City Manager or his designee to execute contract C21178189 with A. Teichert & Son Inc.,dba Teichert Construction (Attachment A),in an amount not to exceed $13,873,053 for Phase III of the Airport Apron Reconstruction Capital Improvement Program Project (AP-16000); 2.Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with A. Teichert & Son Inc.,dba Teichert Construction,for related, additional,but unforeseen work that may develop during the project, the total value of which shall not exceed $2,080,958; 3.Approve and conditionally authorize the City Manager or his designee to execute Amendment No.8 to Contract No.C15155208A with C&S Engineers, Inc. (Attachment B),to increase compensation by $1,379,863 to provide construction administration and management services related to Phase III of the Airport Apron Reconstruction Project (AP-16000),for a new total not-to-exceed amount of $3,600,326; and 4.Amend the Fiscal Year 2021 Budget Appropriation for the Airport Enterprise Fund by: a.Decreasing the revenue estimate from the Federal Government by $1,069,787; b.Decreasing the revenue estimate from the State of California by $2,000,000; c.Increasing the revenue estimate for Other Revenue by $331,605; d.Decreasing the contract services expenditure appropriation by $2,445,890; and City of Palo Alto Page 2 e.Decreasing the ending fund balance by $292,352. Executive Summary Since the transfer of operations of the Palo Alto Airport (PAO) from Santa Clara County in August 2014, the City of Palo Alto has been working with the Federal Aviation Administration (FAA) to rehabilitate and update PAO to current FAA standards. To meet FAA design standards, correct deficiencies,and ultimately improve airport safety, a multi-phase Airport Apron Reconstruction Project to design and reconstruct the PAO apron was established. In support of completing the project sooner, the FAA is encouraging the reconstruction of more of the apron in this phase than originally planned and is willing to fund up to 100% of the eligible portions of the project through a reimbursable grant. With Council’s approval, the last section of the apron will be reconstructed, including installation of conduit for future solar projects.Staff requests that Council approve the construction contract and amend the construction administration contract,and conditionally authorize the City Manager to sign the contract once the FAA grant is awarded at 100% of eligible project costs. Background As a General Aviation Reliever Airport for three primary Bay Area airports, PAO is an important airport in the National Plan of Integrated Airport System (NPIAS), thereby qualifying for FAA airport improvement grant funding for capital improvements necessary for continued safe and efficient operation of an airport. As a result of the Coronavirus Aid, Relief, and Economic Security (CARES)Act, the FAA committed to funding 100% of the eligible portions of the project. In accepting grant funding,PAO is required by law to meet grant assurances (Attachment C) and operate the airport in compliance with FAA requirements. The Apron Reconstruction Project initially included four phases of construction. In support of completing the project sooner, the FAA has provided additional funding for Phase II and Phase III through reimbursable grants. Phase I was completed in June 2018, and Phase II was completed in June 2020. With Council’s approval, Phase III will complete the Apron Reconstruction Project for the Airport eliminating the need for a Phase IV. To provide on-call design services, construction administration, environmental studies, and planning functions required for FAA Airport Capital Improvement Program projects, PAO contracts with consultants C&S Engineers, Inc.On-call consultant services contracts that are compliant with FAA requirements are eligible for 100% reimbursement for this project. To support operations and provide seed funding for capital improvement projects,the General Fund loaned PAO a total of $3.1 million from Fiscal Year 2011 through 2018. In FY 2020, the Airport Fund began paying back the loan on a 15-year payment schedule. Discussion Project Description City of Palo Alto Page 3 This third and final phase of the Airport Apron Reconstruction Project will continue laying conduit for future solar installation and finish the reconstruction of the existing apron.The project includes add-alternate joint inspection and repairs to the 54” diameter outfall pipeline delivering final treated water from the Regional Water Quality Control Plant (RWQCP) to an unnamed slough at the San Francisco Bay. The current pipeline leakage into the soil is compromising the structural integrity of the apron. The work in this contract will seal the leaks to ensure the stability of the new pavement. These improvements are not eligible for FAA funding, and are funded by the RWQCP. With approval, this phase will complete the Airport Apron Reconstruction Capital Improvement Program Project (AP-16000) bringing the apron to current FAA design standards, correcting deficiencies, and increasing airport safety. Bid Process On March 31, 2020, an invitation for bids (IFB) for the Airport Apron Reconstruction Phase III was posted on the City’s eProcurement system, Planet Bids. The bidding period was 35 days. Bids were received from two contractors on May 5, 2020,as listed on the attached Summary (Attachment D). Summary of Bid Process Bid Name/Number Apron Reconstruction Phase III/ IFB178189 Proposed Length of Project 250 days Number of notices sent to Contractors and Builder’s Exchanges via City’s eProcurement system 708 Number of Bid Packages downloaded by Contractors 26 Number of Bid Packages downloaded by Builder’s Exchanges 6 Total Days to Respond to Bid 35 Non-Mandatory Pre-Bid Meeting Yes Number of Company Attendees at Pre-Bid Meeting 8 Number of Bids Received:2 Bid Price Range $13,873,053 to $15,166,547 Staff has reviewed the bids submitted and recommends the Base Bid and all Alternates, totaling $13,873,053 submitted by A. Teichert & Son, Inc be accepted, and A. Teichert & Son Inc. be declared the lowest responsible bidder. Bids were received during the COVID-19 Pandemic, which may account for the low bid coming in at approximately 11.2% less than the engineer’s estimate of $15,617,096.Staff is requesting approval of a 15% change order amount of $2,080,958 for related additional, but unforeseen work that may develop during the project. This is an increase to the more standard 10% change order amount, due to the extensive City of Palo Alto Page 4 additional sub-grade treatment required in both Phase I and Phase II of the Apron Reconstruction Project. The additional costs associated with the 15% contingency amount are anticipated to be eligible for 100% FAA reimbursement. The Base Bid and alternates 1 and 2 represent the reconstruction of the subgrade and pavement sections including the installation of conduit for future solar projects.Also included is the replacement of old infrastructure including water, sanitary sewer, and electrical.These portions of the project are eligible for 100% FAA funding. The total cost for the Base Bid and alternates 1 and 2 is $14,190,219. Alternates 3 and 4 include the portions of the project to investigate and repair leaks to the RWQCP 54” Outfall Pipe. The total cost of these alternates is $1,060,875, and this expense is not FAA eligible. The leaking of this pipe has caused failures in the pavement. It is important to ensure the pipe is in good condition to protect the new pavement section above. Alternate 5 includes the work to correct ponding areas adjacent to Taxiway Zulu. These ponding areas were created during Phase II of the Apron Reconstruction due to improper grade control. The total cost for this alternate is $331,605 and this expense is not FAA eligible. The cost of this work will be paid by the Airport Fund and reimbursed by C&S Engineers, Inc. Alternates 6 and 7 include providing future hangar door foundations to replace existing doors in the future when funding becomes available and providing a foundation for a temporary Airport terminal during construction. The temporary terminal will have a larger footprint than the existing terminal and will allow for greater social distancing during the current COVID-19 pandemic.The total cost for Alternates 6 and 7 is $371,312. Consultant services have been vital to the successful delivery of Airport Capital Improvement Program projects, providing on-call design services, construction administration, environmental studies, and planning functions. Staff reached out to C&S during the current economic times arising from the COVID-19 pandemic to negotiate the contract amendment, and C&S used rates lower than their 2020 Calendar Year rates for this amendment. Contract Amendment No. 8 with C&S Engineers, Inc. will increase compensation by $1,379,863 for a total amount not to exceed $3,600,326 for construction administration. This contract amendment will also increase the contract time by an additional year with the new expiration date of December 31, 2021. The FAA allows the contract to be extended past the initial 5-year duration if the project was initiated within the first 5 years of the contract. As the design engineer for this project, it is vital that C&S Engineers, Inc provide construction administration services for the last part of this project. FAA reimbursement for services under these amendments is anticipated to be 100%. The contract with Teichert Construction is on the City’s construction contract template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for City of Palo Alto Page 5 convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. Resource Impact Pending the City Council’s adoption of the Fiscal Year 2021 Capital Budget there will be sufficient funding in the Airport Apron Reconstruction project (AP-16000) to award and amend the contracts necessary to complete Phase III of the project at a total cost of $17,982,645. Additionally, this project is receiving 100% funding from the FAA for eligible project costs,which amount to $16,218,853. Due to the FAA’s timeline, it is important that the City approve these contracts before the new Fiscal Year to receive the 100% funding. Upon approval of this report’s recommendations, Staff will route the Grant for signature to secure the 100% funding for the eligible costs of this project. The contracts in this report will only be executed after the funding has been secured from the FAA, which is expected this summer.The Fiscal Year 2021 contract services expenditure appropriation as well as the Federal revenue estimate is recommended to be adjusted to reflect the contract bid coming in below the engineer’s estimate. The remaining portion of the project costs not covered by FAA funding ($1,763,792) will be funded from several sources. In conjunction with the Wastewater Treatment Fund, repair of an outfall pipeline from the Wastewater Treatment Plant will be done while Phase III of the Airport Apron Reconstruction is underway. In the Wastewater Treatment Fund,$1,060,875 is encumbered in the Plant Repair, Retrofit, and Equipment Replacement project (WQ-19002) for this work.As a result of improper grade control in Phase I of the construction, $331,605 of the construction contract is for repairs, and this cost will be fully reimbursed by C&S.The remaining $371,312 will be funded from fund balance in the Airport Fund. As a result of the anticipated 100% funding of FAA eligible items, the Airport Enterprise Fund will not need to proceed with the $2,000,000 State of California Department of Transportation loan to pay for the Airport’s typical 10% matching grant funds. Due to FAA processes, FAA grant funding for the construction contingency cannot be requested until an action to use contingency funds is exercised. Therefore, the current FAA grant application will not include these potential costs; however, staff will seek FAA approval for reimbursement prior to providing notices to proceed on change order requests. Stakeholder Engagement Airport stakeholders have been involved since the beginning of design. Airport staff has engaged with the Palo Alto Airport Association and airport businesses to identify design and phasing of the Apron Reconstruction Project. Additionally, staff has continued engagement for Phase III work areas to ensure the least amount of impact to airport businesses during construction. City of Palo Alto Page 6 Environmental Review National Environmental Policy Act Based on FAA direction, C & S Engineers, Inc. prepared documentation necessary to comply with National Environmental Policy Act (NEPA) requirements for the proposed apron rehabilitation project at the Palo Alto Airport (PAO). As a project that involves only the rehabilitation and minor expansion of existing facilities it qualified as a categorical exclusion (CATEX) under FAA Order 1050.1F Environmental Impacts: Policies and Procedures. At the request of the FAA, two separate CATEX forms were submitted for review. The initial CATEX form, which only focused on the rehabilitation of the existing pavement and ancillary facilities, was approved in January 2017. A second CATEX form was submitted for the minor apron expansion only. The CATEX was approved by the FAA in April 2017. The NEPA findings were adopted in CMR 8127. California Environmental Quality Act Environmental Assessment: Exempt from the Provisions of the California Environmental Quality Act (CEQA) per Guideline Section 15302 (Replacement or Reconstruction) The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project is categorically exempt from the provisions of CEQA per Section 15301 (Existing Facilities). See the Notice of Exemption included in Attachment E, which was filed with the County following Minor Architectural Review approval of the project. Policy Implications Authorization of this project does not represent a change in existing policies. Attachments: ·Attachment A Construction Contract DRAFT ·Attachment B -CS Engineers Inc. -Amendment No. 8 ·Attachment C FAA Grant Assurances ·Attachment D Bid Summary ·Attachment E CEQA CATEX Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C21178189 City of Palo Alto Apron Reconstruction Phase III Project Attachment A 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…………………………………………………………………………………………..7 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 June 22, 2020 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and A. TEICHERT & SON, INC. dba TEICHERT CONSTRUCTION ("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 Corporation duly organized and in good standing in the State of California, Contractor’s License Number 8 and Department of Industrial Relations Registration Number 1000002575. 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 March 31, 2020 , City issued an Invitation for Bids (IFB) to contractors for the Apron Reconstruction Phase III (“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 Apron Reconstruction Phase III Project, located at 1925 Embarcadero Road, Palo Alto, CA 94303 ("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 subsection. 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. Notwithstanding the foregoing, in the event of a conflict between and among the Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT provisions of the Contract Documents, in which a provision is, or provisions are, required by Federal, State or Local law or regulation, the City shall apply the rules of preemption to determine which provision or provisions control. 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 Two Hundred Fifty Days (250) for Base Bid, Bid Alt #1, Bid Alt #2, Bid Alt #3, Bid Alt #4, Bid Alt #5, Bid Alt #6, and Bid Alt #7 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 Two Thousand dollars ($2,000) per day, or as otherwise specified in the Special Provisions. Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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, 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 Thirteen Million Eight Hundred Seventy-Three Thousand Fifty Three Dollars ($13,873,053.00). [This amount includes the Base Bid and Additive Alternates # 1, #2, #3, #4, #5, #6, and #7.] 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, Airport Division 1925 Embarcadero Road Palo Alto, CA 94303 Attn: Michael Luetgens AND Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT C&S Engineers, Inc. 8950 Cal Center Drive, Suite 102 Sacramento, CA 95826 Attn: Teddy D. Ramil, PE 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: A. Teichert & Son, Inc. dba Teichert Construction 5200 Franklin Dr, Ste 115 Pleasanton, CA 94588 Attn: Francis Johnson 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 liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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 in this locality Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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 or designee APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director A. TEICHERT & SON, INC. dba TEICHERT CONSTRUCTION Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ 1 Revision July 20, 2016 AMENDMENT NO. EIGHT TO CONTRACT NO. C15155208A BETWEEN THE CITY OF PALO ALTO AND C & S ENGINEERS, INC. This Amendment No. Eight to Contract No. C15155208A (“Contract”) is entered into [Date] by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and C & S ENGINEEERS, INC., a New York corporation, located at 499 Col. Eileen Collins Boulevard, Syracuse, New York 13212 (“CONSULTANT”). R E C I T A L S A. The Contract was entered into between the parties for the provision of On-call engineering services including planning, design engineering, environmental analyses, grant management and construction management. B. The parties wish to amend the Contract to extend the term. C. The parties wish to amend the Contract to increase the compensation to cover additional anticipated task order for Phase III of the Airport Apron Reconstruction Capital Improvement Project; to increase the total not-to-exceed amount of the Contract by an amount not to exceed One Million Three Hundred Seventy Nine Thousand Eight Hundred Sixty Three ($1,379,863.00) from Two Million Two Hundred Twenty Thousand Four Hundred Sixty Three Dollars ($2,220,463.00) to a new total not-to-exceed amount of Three Million Six Hundred Thousand Three Hundred Twenty Six Dollars ($3,600,326.00); as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2. TERM is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through December 31, 2021.” SECTION 2. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Three Million Six Hundred Thousand Three Hundred Twenty Six Dollars ($3,600,326.00) SECTION 2. 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 Attachment B 2 Revision July 20, 2016 executed this Agreement on the date first above written. CITY OF PALO ALTO _________________________ City Manager or Designee APPROVED AS TO FORM: _________________________ City Attorney or Designee _________________________ Director of Public Works Attachment: C & S ENGINEERS, INC. By: Name: Title: Department Manager Lance R. McIntosh 3 Revision July 20, 2016 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $250 shall be approved in advance by the CITY’s project manager. FAA Airports Airport Sponsor Assurances 3/2014 Page 1 of 20 ASSURANCES Airport Sponsors A.General. These assurances shall be complied with in the performance of grant agreements for 1. airport development, airport planning, and noise compatibility program grants for airport sponsors. These assurances are required to be submitted as part of the project application by2.sponsors requesting funds under the provisions of Title 49, U.S.C., subtitle VII, asamended. As used herein, the term "public agency sponsor" means a public agency with control of a public-use airport; the term "private sponsor" means a private owner of a public-use airport; and the term "sponsor" includes both public agency sponsorsand private sponsors. Upon acceptance of this grant offer by the sponsor, these assurances are incorporated3.in and become part of this grant agreement. B.Duration and Applicability. Airport development or Noise Compatibility Program Projects Undertaken by a1. Public Agency Sponsor. The terms, conditions and assurances of this grant agreement shall remain in fullforce and effect throughout the useful life of the facilities developed or equipment acquired for an airport development or noise compatibility program project, or throughout the useful life of the project items installed within a facility under a noisecompatibility program project, but in any event not to exceed twenty (20) years fromthe date of acceptance of a grant offer of Federal funds for the project. However,there shall be no limit on the duration of the assurances regarding Exclusive Rights and Airport Revenue so long as the airport is used as an airport. There shall be no limit on the duration of the terms, conditions, and assurances with respect to realproperty acquired with federal funds. Furthermore, the duration of the Civil Rightsassurance shall be specified in the assurances. Airport Development or Noise Compatibility Projects Undertaken by a Private2. Sponsor. The preceding paragraph 1 also applies to a private sponsor except that the useful lifeof project items installed within a facility or the useful life of the facilities developedor equipment acquired under an airport development or noise compatibility programproject shall be no less than ten (10) years from the date of acceptance of Federal aidfor the project. Attachment C Airport Sponsor Assurances 3/2014 Page 2 of 20 Airport Planning Undertaken by a Sponsor. 3. Unless otherwise specified in this grant agreement, only Assurances 1, 2, 3, 5, 6, 13, 18, 25, 30, 32, 33, and 34 in Section C apply to planning projects. The terms, conditions, and assurances of this grant agreement shall remain in full force and effect during the life of the project; there shall be no limit on the duration of the assurances regarding Airport Revenue so long as the airport is used as an airport. C. Sponsor Certification. The sponsor hereby assures and certifies, with respect to this grant that: General Federal Requirements. 1. It will comply with all applicable Federal laws, regulations, executive orders, policies, guidelines, and requirements as they relate to the application, acceptance and use of Federal funds for this project including but not limited to the following: Federal Legislation a. Title 49, U.S.C., subtitle VII, as amended. b. Davis-Bacon Act - 40 U.S.C. 276(a), et seq.1 c. Federal Fair Labor Standards Act - 29 U.S.C. 201, et seq. d. Hatch Act – 5 U.S.C. 1501, et seq.2 e. Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 Title 42 U.S.C. 4601, et seq.1 2 f. National Historic Preservation Act of 1966 - Section 106 - 16 U.S.C. 470(f).1 g. Archeological and Historic Preservation Act of 1974 - 16 U.S.C. 469 through 469c.1 h. Native Americans Grave Repatriation Act - 25 U.S.C. Section 3001, et seq. i. Clean Air Act, P.L. 90-148, as amended. j. Coastal Zone Management Act, P.L. 93-205, as amended. k. Flood Disaster Protection Act of 1973 - Section 102(a) - 42 U.S.C. 4012a.1 l. Title 49, U.S.C., Section 303, (formerly known as Section 4(f)) m. Rehabilitation Act of 1973 - 29 U.S.C. 794. n. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin); o. Americans with Disabilities Act of 1990, as amended, (42 U.S.C. § 12101 et seq.), prohibits discrimination on the basis of disability). p. Age Discrimination Act of 1975 - 42 U.S.C. 6101, et seq. q. American Indian Religious Freedom Act, P.L. 95-341, as amended. r. Architectural Barriers Act of 1968 -42 U.S.C. 4151, et seq.1 s. Power plant and Industrial Fuel Use Act of 1978 - Section 403- 2 U.S.C. 8373.1 t. Contract Work Hours and Safety Standards Act - 40 U.S.C. 327, et seq.1 u. Copeland Anti-kickback Act - 18 U.S.C. 874.1 v. National Environmental Policy Act of 1969 - 42 U.S.C. 4321, et seq.1 w. Wild and Scenic Rivers Act, P.L. 90-542, as amended. x. Single Audit Act of 1984 - 31 U.S.C. 7501, et seq.2 y. Drug-Free Workplace Act of 1988 - 41 U.S.C. 702 through 706. Airport Sponsor Assurances 3/2014 Page 3 of 20 z. The Federal Funding Accountability and Transparency Act of 2006, as amended (Pub. L. 109-282, as amended by section 6202 of Pub. L. 110-252). Executive Orders a. Executive Order 11246 - Equal Employment Opportunity1 b. Executive Order 11990 - Protection of Wetlands c. Executive Order 11998 – Flood Plain Management d. Executive Order 12372 - Intergovernmental Review of Federal Programs e. Executive Order 12699 - Seismic Safety of Federal and Federally Assisted New Building Construction1 f. Executive Order 12898 - Environmental Justice Federal Regulations a. 2 CFR Part 180 - OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement). b. 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. [OMB Circular A-87 Cost Principles Applicable to Grants and Contracts with State and Local Governments, and OMB Circular A-133 - Audits of States, Local Governments, and Non-Profit Organizations].4, 5, 6 c. 2 CFR Part 1200 – Nonprocurement Suspension and Debarment d. 14 CFR Part 13 - Investigative and Enforcement Procedures14 CFR Part 16 - Rules of Practice For Federally Assisted Airport Enforcement Proceedings. e. 14 CFR Part 150 - Airport noise compatibility planning. f. 28 CFR Part 35- Discrimination on the Basis of Disability in State and Local Government Services. g. 28 CFR § 50.3 - U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964. h. 29 CFR Part 1 - Procedures for predetermination of wage rates.1 i. 29 CFR Part 3 - Contractors and subcontractors on public building or public work financed in whole or part by loans or grants from the United States.1 j. 29 CFR Part 5 - Labor standards provisions applicable to contracts covering federally financed and assisted construction (also labor standards provisions applicable to non-construction contracts subject to the Contract Work Hours and Safety Standards Act).1 k. 41 CFR Part 60 - Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor (Federal and federally assisted contracting requirements).1 l. 49 CFR Part 18 - Uniform administrative requirements for grants and cooperative agreements to state and local governments.3 m. 49 CFR Part 20 - New restrictions on lobbying. n. 49 CFR Part 21 – Nondiscrimination in federally-assisted programs of the Department of Transportation - effectuation of Title VI of the Civil Rights Act of 1964. o. 49 CFR Part 23 - Participation by Disadvantage Business Enterprise in Airport Concessions. Airport Sponsor Assurances 3/2014 Page 4 of 20 p. 49 CFR Part 24 – Uniform Relocation Assistance and Real Property Acquisition for Federal and Federally Assisted Programs.1 2 q. 49 CFR Part 26 – Participation by Disadvantaged Business Enterprises in Department of Transportation Programs. r. 49 CFR Part 27 – Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefiting from Federal Financial Assistance.1 s. 49 CFR Part 28 – Enforcement of Nondiscrimination on the Basis of Handicap in Programs or Activities conducted by the Department of Transportation. t. 49 CFR Part 30 - Denial of public works contracts to suppliers of goods and services of countries that deny procurement market access to U.S. contractors. u. 49 CFR Part 32 – Governmentwide Requirements for Drug-Free Workplace (Financial Assistance) v. 49 CFR Part 37 – Transportation Services for Individuals with Disabilities (ADA). w. 49 CFR Part 41 - Seismic safety of Federal and federally assisted or regulated new building construction. Specific Assurances Specific assurances required to be included in grant agreements by any of the above laws, regulations or circulars are incorporated by reference in this grant agreement. Footnotes to Assurance C.1. 1 These laws do not apply to airport planning sponsors. 2 These laws do not apply to private sponsors. 3 49 CFR Part 18 and 2 CFR Part 200 contain requirements for State and Local Governments receiving Federal assistance. Any requirement levied upon State and Local Governments by this regulation and circular shall also be applicable to private sponsors receiving Federal assistance under Title 49, United States Code. 4 On December 26, 2013 at 78 FR 78590, the Office of Management and Budget (OMB) issued the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. 2 CFR Part 200 replaces and combines the former Uniform Administrative Requirements for Grants (OMB Circular A-102 and Circular A-110 or 2 CFR Part 215 or Circular) as well as the Cost Principles (Circulars A-21 or 2 CFR part 220; Circular A-87 or 2 CFR part 225; and A-122, 2 CFR part 230). Additionally it replaces Circular A-133 guidance on the Single Annual Audit. In accordance with 2 CFR section 200.110, the standards set forth in Part 200 which affect administration of Federal awards issued by Federal agencies become effective once implemented by Federal agencies or when any future amendment to this Part becomes final. Federal agencies, including the Department of Transportation, must implement the policies and procedures applicable to Federal awards by promulgating a regulation to be effective by December 26, 2014 unless different provisions are required by statute or approved by OMB. Airport Sponsor Assurances 3/2014 Page 5 of 20 5 Cost principles established in 2 CFR part 200 subpart E must be used as guidelines for determining the eligibility of specific types of expenses. 6 Audit requirements established in 2 CFR part 200 subpart F are the guidelines for audits. Responsibility and Authority of the Sponsor. 2. a. Public Agency Sponsor: It has legal authority to apply for this grant, and to finance and carry out the proposed project; that a resolution, motion or similar action has been duly adopted or passed as an official act of the applicant's governing body authorizing the filing of the application, including all understandings and assurances contained therein, and directing and authorizing the person identified as the official representative of the applicant to act in connection with the application and to provide such additional information as may be required. b. Private Sponsor: It has legal authority to apply for this grant and to finance and carry out the proposed project and comply with all terms, conditions, and assurances of this grant agreement. It shall designate an official representative and shall in writing direct and authorize that person to file this application, including all understandings and assurances contained therein; to act in connection with this application; and to provide such additional information as may be required. Sponsor Fund Availability. 3. It has sufficient funds available for that portion of the project costs which are not to be paid by the United States. It has sufficient funds available to assure operation and maintenance of items funded under this grant agreement which it will own or control. Good Title. 4. a. It, a public agency or the Federal government, holds good title, satisfactory to the Secretary, to the landing area of the airport or site thereof, or will give assurance satisfactory to the Secretary that good title will be acquired. b. For noise compatibility program projects to be carried out on the property of the sponsor, it holds good title satisfactory to the Secretary to that portion of the property upon which Federal funds will be expended or will give assurance to the Secretary that good title will be obtained. Preserving Rights and Powers. 5. a. It will not take or permit any action which would operate to deprive it of any of the rights and powers necessary to perform any or all of the terms, conditions, and assurances in this grant agreement without the written approval of the Secretary, and will act promptly to acquire, extinguish or modify any outstanding rights or claims of right of others which would interfere with such performance by the sponsor. This shall be done in a manner acceptable to the Secretary. Airport Sponsor Assurances 3/2014 Page 6 of 20 b. It will not sell, lease, encumber, or otherwise transfer or dispose of any part of its title or other interests in the property shown on Exhibit A to this application or, for a noise compatibility program project, that portion of the property upon which Federal funds have been expended, for the duration of the terms, conditions, and assurances in this grant agreement without approval by the Secretary. If the transferee is found by the Secretary to be eligible under Title 49, United States Code, to assume the obligations of this grant agreement and to have the power, authority, and financial resources to carry out all such obligations, the sponsor shall insert in the contract or document transferring or disposing of the sponsor's interest, and make binding upon the transferee all of the terms, conditions, and assurances contained in this grant agreement. c. For all noise compatibility program projects which are to be carried out by another unit of local government or are on property owned by a unit of local government other than the sponsor, it will enter into an agreement with that government. Except as otherwise specified by the Secretary, that agreement shall obligate that government to the same terms, conditions, and assurances that would be applicable to it if it applied directly to the FAA for a grant to undertake the noise compatibility program project. That agreement and changes thereto must be satisfactory to the Secretary. It will take steps to enforce this agreement against the local government if there is substantial non-compliance with the terms of the agreement. d. For noise compatibility program projects to be carried out on privately owned property, it will enter into an agreement with the owner of that property which includes provisions specified by the Secretary. It will take steps to enforce this agreement against the property owner whenever there is substantial non-compliance with the terms of the agreement. e. If the sponsor is a private sponsor, it will take steps satisfactory to the Secretary to ensure that the airport will continue to function as a public-use airport in accordance with these assurances for the duration of these assurances. f. If an arrangement is made for management and operation of the airport by any agency or person other than the sponsor or an employee of the sponsor, the sponsor will reserve sufficient rights and authority to insure that the airport will be operated and maintained in accordance Title 49, United States Code, the regulations and the terms, conditions and assurances in this grant agreement and shall insure that such arrangement also requires compliance therewith. g. Sponsors of commercial service airports will not permit or enter into any arrangement that results in permission for the owner or tenant of a property used as a residence, or zoned for residential use, to taxi an aircraft between that property and any location on airport. Sponsors of general aviation airports entering into any arrangement that results in permission for the owner of residential real property adjacent to or near the airport must comply with the requirements of Sec. 136 of Public Law 112-95 and the sponsor assurances. Airport Sponsor Assurances 3/2014 Page 7 of 20 Consistency with Local Plans. 6. The project is reasonably consistent with plans (existing at the time of submission of this application) of public agencies that are authorized by the State in which the project is located to plan for the development of the area surrounding the airport. Consideration of Local Interest. 7. It has given fair consideration to the interest of communities in or near where the project may be located. Consultation with Users. 8. In making a decision to undertake any airport development project under Title 49, United States Code, it has undertaken reasonable consultations with affected parties using the airport at which project is proposed. Public Hearings. 9. In projects involving the location of an airport, an airport runway, or a major runway extension, it has afforded the opportunity for public hearings for the purpose of considering the economic, social, and environmental effects of the airport or runway location and its consistency with goals and objectives of such planning as has been carried out by the community and it shall, when requested by the Secretary, submit a copy of the transcript of such hearings to the Secretary. Further, for such projects, it has on its management board either voting representation from the communities where the project is located or has advised the communities that they have the right to petition the Secretary concerning a proposed project. Metropolitan Planning Organization. 10. In projects involving the location of an airport, an airport runway, or a major runway extension at a medium or large hub airport, the sponsor has made available to and has provided upon request to the metropolitan planning organization in the area in which the airport is located, if any, a copy of the proposed amendment to the airport layout plan to depict the project and a copy of any airport master plan in which the project is described or depicted. Pavement Preventive Maintenance. 11. With respect to a project approved after January 1, 1995, for the replacement or reconstruction of pavement at the airport, it assures or certifies that it has implemented an effective airport pavement maintenance-management program and it assures that it will use such program for the useful life of any pavement constructed, reconstructed or repaired with Federal financial assistance at the airport. It will provide such reports on pavement condition and pavement management programs as the Secretary determines may be useful. Terminal Development Prerequisites. 12. For projects which include terminal development at a public use airport, as defined in Title 49, it has, on the date of submittal of the project grant application, all the safety equipment required for certification of such airport under section 44706 of Title 49, United States Code, and all the security equipment required by rule or regulation, and Airport Sponsor Assurances 3/2014 Page 8 of 20 has provided for access to the passenger enplaning and deplaning area of such airport to passengers enplaning and deplaning from aircraft other than air carrier aircraft. Accounting System, Audit, and Record Keeping Requirements. 13. a. It shall keep all project accounts and records which fully disclose the amount and disposition by the recipient of the proceeds of this grant, the total cost of the project in connection with which this grant is given or used, and the amount or nature of that portion of the cost of the project supplied by other sources, and such other financial records pertinent to the project. The accounts and records shall be kept in accordance with an accounting system that will facilitate an effective audit in accordance with the Single Audit Act of 1984. b. It shall make available to the Secretary and the Comptroller General of the United States, or any of their duly authorized representatives, for the purpose of audit and examination, any books, documents, papers, and records of the recipient that are pertinent to this grant. The Secretary may require that an appropriate audit be conducted by a recipient. In any case in which an independent audit is made of the accounts of a sponsor relating to the disposition of the proceeds of a grant or relating to the project in connection with which this grant was given or used, it shall file a certified copy of such audit with the Comptroller General of the United States not later than six (6) months following the close of the fiscal year for which the audit was made. Minimum Wage Rates. 14. It shall include, in all contracts in excess of $2,000 for work on any projects funded under this grant agreement which involve labor, provisions establishing minimum rates of wages, to be predetermined by the Secretary of Labor, in accordance with the Davis-Bacon Act, as amended (40 U.S.C. 276a-276a-5), which contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work. Veteran's Preference. 15. It shall include in all contracts for work on any project funded under this grant agreement which involve labor, such provisions as are necessary to insure that, in the employment of labor (except in executive, administrative, and supervisory positions), preference shall be given to Vietnam era veterans, Persian Gulf veterans, Afghanistan-Iraq war veterans, disabled veterans, and small business concerns owned and controlled by disabled veterans as defined in Section 47112 of Title 49, United States Code. However, this preference shall apply only where the individuals are available and qualified to perform the work to which the employment relates. Conformity to Plans and Specifications. 16. It will execute the project subject to plans, specifications, and schedules approved by the Secretary. Such plans, specifications, and schedules shall be submitted to the Secretary prior to commencement of site preparation, construction, or other performance under this grant agreement, and, upon approval of the Secretary, shall be incorporated into this grant agreement. Any modification to the approved plans, Airport Sponsor Assurances 3/2014 Page 9 of 20 specifications, and schedules shall also be subject to approval of the Secretary, and incorporated into this grant agreement. Construction Inspection and Approval. 17. It will provide and maintain competent technical supervision at the construction site throughout the project to assure that the work conforms to the plans, specifications, and schedules approved by the Secretary for the project. It shall subject the construction work on any project contained in an approved project application to inspection and approval by the Secretary and such work shall be in accordance with regulations and procedures prescribed by the Secretary. Such regulations and procedures shall require such cost and progress reporting by the sponsor or sponsors of such project as the Secretary shall deem necessary. Planning Projects. 18. In carrying out planning projects: a. It will execute the project in accordance with the approved program narrative contained in the project application or with the modifications similarly approved. b. It will furnish the Secretary with such periodic reports as required pertaining to the planning project and planning work activities. c. It will include in all published material prepared in connection with the planning project a notice that the material was prepared under a grant provided by the United States. d. It will make such material available for examination by the public, and agrees that no material prepared with funds under this project shall be subject to copyright in the United States or any other country. e. It will give the Secretary unrestricted authority to publish, disclose, distribute, and otherwise use any of the material prepared in connection with this grant. f. It will grant the Secretary the right to disapprove the sponsor's employment of specific consultants and their subcontractors to do all or any part of this project as well as the right to disapprove the proposed scope and cost of professional services. g. It will grant the Secretary the right to disapprove the use of the sponsor's employees to do all or any part of the project. h. It understands and agrees that the Secretary's approval of this project grant or the Secretary's approval of any planning material developed as part of this grant does not constitute or imply any assurance or commitment on the part of the Secretary to approve any pending or future application for a Federal airport grant. Operation and Maintenance. 19. a. The airport and all facilities which are necessary to serve the aeronautical users of the airport, other than facilities owned or controlled by the United States, shall be operated at all times in a safe and serviceable condition and in accordance with the minimum standards as may be required or prescribed by applicable Federal, Airport Sponsor Assurances 3/2014 Page 10 of 20 state and local agencies for maintenance and operation. It will not cause or permit any activity or action thereon which would interfere with its use for airport purposes. It will suitably operate and maintain the airport and all facilities thereon or connected therewith, with due regard to climatic and flood conditions. Any proposal to temporarily close the airport for non-aeronautical purposes must first be approved by the Secretary. In furtherance of this assurance, the sponsor will have in effect arrangements for- Operating the airport's aeronautical facilities whenever required; 1) Promptly marking and lighting hazards resulting from airport conditions, 2)including temporary conditions; and Promptly notifying airmen of any condition affecting aeronautical use of the 3)airport. Nothing contained herein shall be construed to require that the airport be operated for aeronautical use during temporary periods when snow, flood or other climatic conditions interfere with such operation and maintenance. Further, nothing herein shall be construed as requiring the maintenance, repair, restoration, or replacement of any structure or facility which is substantially damaged or destroyed due to an act of God or other condition or circumstance beyond the control of the sponsor. b. It will suitably operate and maintain noise compatibility program items that it owns or controls upon which Federal funds have been expended. Hazard Removal and Mitigation. 20. It will take appropriate action to assure that such terminal airspace as is required to protect instrument and visual operations to the airport (including established minimum flight altitudes) will be adequately cleared and protected by removing, lowering, relocating, marking, or lighting or otherwise mitigating existing airport hazards and by preventing the establishment or creation of future airport hazards. Compatible Land Use. 21. It will take appropriate action, to the extent reasonable, including the adoption of zoning laws, to restrict the use of land adjacent to or in the immediate vicinity of the airport to activities and purposes compatible with normal airport operations, including landing and takeoff of aircraft. In addition, if the project is for noise compatibility program implementation, it will not cause or permit any change in land use, within its jurisdiction, that will reduce its compatibility, with respect to the airport, of the noise compatibility program measures upon which Federal funds have been expended. Economic Nondiscrimination. 22. a. It will make the airport available as an airport for public use on reasonable terms and without unjust discrimination to all types, kinds and classes of aeronautical activities, including commercial aeronautical activities offering services to the public at the airport. b. In any agreement, contract, lease, or other arrangement under which a right or privilege at the airport is granted to any person, firm, or corporation to conduct or Airport Sponsor Assurances 3/2014 Page 11 of 20 to engage in any aeronautical activity for furnishing services to the public at the airport, the sponsor will insert and enforce provisions requiring the contractor to- furnish said services on a reasonable, and not unjustly discriminatory, basis to 1)all users thereof, and charge reasonable, and not unjustly discriminatory, prices for each unit or 2)service, provided that the contractor may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. c. Each fixed-based operator at the airport shall be subject to the same rates, fees, rentals, and other charges as are uniformly applicable to all other fixed-based operators making the same or similar uses of such airport and utilizing the same or similar facilities. d. Each air carrier using such airport shall have the right to service itself or to use any fixed-based operator that is authorized or permitted by the airport to serve any air carrier at such airport. e. Each air carrier using such airport (whether as a tenant, non-tenant, or subtenant of another air carrier tenant) shall be subject to such nondiscriminatory and substantially comparable rules, regulations, conditions, rates, fees, rentals, and other charges with respect to facilities directly and substantially related to providing air transportation as are applicable to all such air carriers which make similar use of such airport and utilize similar facilities, subject to reasonable classifications such as tenants or non-tenants and signatory carriers and non- signatory carriers. Classification or status as tenant or signatory shall not be unreasonably withheld by any airport provided an air carrier assumes obligations substantially similar to those already imposed on air carriers in such classification or status. f. It will not exercise or grant any right or privilege which operates to prevent any person, firm, or corporation operating aircraft on the airport from performing any services on its own aircraft with its own employees [including, but not limited to maintenance, repair, and fueling] that it may choose to perform. g. In the event the sponsor itself exercises any of the rights and privileges referred to in this assurance, the services involved will be provided on the same conditions as would apply to the furnishing of such services by commercial aeronautical service providers authorized by the sponsor under these provisions. h. The sponsor may establish such reasonable, and not unjustly discriminatory, conditions to be met by all users of the airport as may be necessary for the safe and efficient operation of the airport. i. The sponsor may prohibit or limit any given type, kind or class of aeronautical use of the airport if such action is necessary for the safe operation of the airport or necessary to serve the civil aviation needs of the public. Airport Sponsor Assurances 3/2014 Page 12 of 20 Exclusive Rights. 23. It will permit no exclusive right for the use of the airport by any person providing, or intending to provide, aeronautical services to the public. For purposes of this paragraph, the providing of the services at an airport by a single fixed-based operator shall not be construed as an exclusive right if both of the following apply: a. It would be unreasonably costly, burdensome, or impractical for more than one fixed-based operator to provide such services, and b. If allowing more than one fixed-based operator to provide such services would require the reduction of space leased pursuant to an existing agreement between such single fixed-based operator and such airport. It further agrees that it will not, either directly or indirectly, grant or permit any person, firm, or corporation, the exclusive right at the airport to conduct any aeronautical activities, including, but not limited to charter flights, pilot training, aircraft rental and sightseeing, aerial photography, crop dusting, aerial advertising and surveying, air carrier operations, aircraft sales and services, sale of aviation petroleum products whether or not conducted in conjunction with other aeronautical activity, repair and maintenance of aircraft, sale of aircraft parts, and any other activities which because of their direct relationship to the operation of aircraft can be regarded as an aeronautical activity, and that it will terminate any exclusive right to conduct an aeronautical activity now existing at such an airport before the grant of any assistance under Title 49, United States Code. Fee and Rental Structure. 24. It will maintain a fee and rental structure for the facilities and services at the airport which will make the airport as self-sustaining as possible under the circumstances existing at the particular airport, taking into account such factors as the volume of traffic and economy of collection. No part of the Federal share of an airport development, airport planning or noise compatibility project for which a grant is made under Title 49, United States Code, the Airport and Airway Improvement Act of 1982, the Federal Airport Act or the Airport and Airway Development Act of 1970 shall be included in the rate basis in establishing fees, rates, and charges for users of that airport. Airport Revenues. 25. a. All revenues generated by the airport and any local taxes on aviation fuel established after December 30, 1987, will be expended by it for the capital or operating costs of the airport; the local airport system; or other local facilities which are owned or operated by the owner or operator of the airport and which are directly and substantially related to the actual air transportation of passengers or property; or for noise mitigation purposes on or off the airport. The following exceptions apply to this paragraph: If covenants or assurances in debt obligations issued before September 3, 1)1982, by the owner or operator of the airport, or provisions enacted before September 3, 1982, in governing statutes controlling the owner or operator's financing, provide for the use of the revenues from any of the airport owner or Airport Sponsor Assurances 3/2014 Page 13 of 20 operator's facilities, including the airport, to support not only the airport but also the airport owner or operator's general debt obligations or other facilities, then this limitation on the use of all revenues generated by the airport (and, in the case of a public airport, local taxes on aviation fuel) shall not apply. If the Secretary approves the sale of a privately owned airport to a public 2)sponsor and provides funding for any portion of the public sponsor’s acquisition of land, this limitation on the use of all revenues generated by the sale shall not apply to certain proceeds from the sale. This is conditioned on repayment to the Secretary by the private owner of an amount equal to the remaining unamortized portion (amortized over a 20-year period) of any airport improvement grant made to the private owner for any purpose other than land acquisition on or after October 1, 1996, plus an amount equal to the federal share of the current fair market value of any land acquired with an airport improvement grant made to that airport on or after October 1, 1996. Certain revenue derived from or generated by mineral extraction, production, 3)lease, or other means at a general aviation airport (as defined at Section 47102 of title 49 United States Code), if the FAA determines the airport sponsor meets the requirements set forth in Sec. 813 of Public Law 112-95. b. As part of the annual audit required under the Single Audit Act of 1984, the sponsor will direct that the audit will review, and the resulting audit report will provide an opinion concerning, the use of airport revenue and taxes in paragraph (a), and indicating whether funds paid or transferred to the owner or operator are paid or transferred in a manner consistent with Title 49, United States Code and any other applicable provision of law, including any regulation promulgated by the Secretary or Administrator. c. Any civil penalties or other sanctions will be imposed for violation of this assurance in accordance with the provisions of Section 47107 of Title 49, United States Code. Reports and Inspections. 26. It will: a. submit to the Secretary such annual or special financial and operations reports as the Secretary may reasonably request and make such reports available to the public; make available to the public at reasonable times and places a report of the airport budget in a format prescribed by the Secretary; b. for airport development projects, make the airport and all airport records and documents affecting the airport, including deeds, leases, operation and use agreements, regulations and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; c. for noise compatibility program projects, make records and documents relating to the project and continued compliance with the terms, conditions, and assurances of this grant agreement including deeds, leases, agreements, regulations, and other instruments, available for inspection by any duly authorized agent of the Secretary upon reasonable request; and Airport Sponsor Assurances 3/2014 Page 14 of 20 d. in a format and time prescribed by the Secretary, provide to the Secretary and make available to the public following each of its fiscal years, an annual report listing in detail: all amounts paid by the airport to any other unit of government and the 1)purposes for which each such payment was made; and all services and property provided by the airport to other units of government 2)and the amount of compensation received for provision of each such service and property. Use by Government Aircraft. 27. It will make available all of the facilities of the airport developed with Federal financial assistance and all those usable for landing and takeoff of aircraft to the United States for use by Government aircraft in common with other aircraft at all times without charge, except, if the use by Government aircraft is substantial, charge may be made for a reasonable share, proportional to such use, for the cost of operating and maintaining the facilities used. Unless otherwise determined by the Secretary, or otherwise agreed to by the sponsor and the using agency, substantial use of an airport by Government aircraft will be considered to exist when operations of such aircraft are in excess of those which, in the opinion of the Secretary, would unduly interfere with use of the landing areas by other authorized aircraft, or during any calendar month that – a. Five (5) or more Government aircraft are regularly based at the airport or on land adjacent thereto; or b. The total number of movements (counting each landing as a movement) of Government aircraft is 300 or more, or the gross accumulative weight of Government aircraft using the airport (the total movement of Government aircraft multiplied by gross weights of such aircraft) is in excess of five million pounds. Land for Federal Facilities. 28. It will furnish without cost to the Federal Government for use in connection with any air traffic control or air navigation activities, or weather-reporting and communication activities related to air traffic control, any areas of land or water, or estate therein, or rights in buildings of the sponsor as the Secretary considers necessary or desirable for construction, operation, and maintenance at Federal expense of space or facilities for such purposes. Such areas or any portion thereof will be made available as provided herein within four months after receipt of a written request from the Secretary. Airport Layout Plan. 29. a. It will keep up to date at all times an airport layout plan of the airport showing boundaries of the airport and all proposed additions thereto, together with the 1) boundaries of all offsite areas owned or controlled by the sponsor for airport purposes and proposed additions thereto; the location and nature of all existing and proposed airport facilities and 2)structures (such as runways, taxiways, aprons, terminal buildings, hangars and Airport Sponsor Assurances 3/2014 Page 15 of 20 roads), including all proposed extensions and reductions of existing airport facilities; the location of all existing and proposed nonaviation areas and of all existing 3)improvements thereon; and all proposed and existing access points used to taxi aircraft across the airport’s 4)property boundary. Such airport layout plans and each amendment, revision, or modification thereof, shall be subject to the approval of the Secretary which approval shall be evidenced by the signature of a duly authorized representative of the Secretary on the face of the airport layout plan. The sponsor will not make or permit any changes or alterations in the airport or any of its facilities which are not in conformity with the airport layout plan as approved by the Secretary and which might, in the opinion of the Secretary, adversely affect the safety, utility or efficiency of the airport. b. If a change or alteration in the airport or the facilities is made which the Secretary determines adversely affects the safety, utility, or efficiency of any federally owned, leased, or funded property on or off the airport and which is not in conformity with the airport layout plan as approved by the Secretary, the owner or operator will, if requested, by the Secretary (1) eliminate such adverse effect in a manner approved by the Secretary; or (2) bear all costs of relocating such property (or replacement thereof) to a site acceptable to the Secretary and all costs of restoring such property (or replacement thereof) to the level of safety, utility, efficiency, and cost of operation existing before the unapproved change in the airport or its facilities except in the case of a relocation or replacement of an existing airport facility due to a change in the Secretary’s design standards beyond the control of the airport sponsor. Civil Rights. 30. It will promptly take any measures necessary to ensure that no person in the United States shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination in any activity conducted with, or benefiting from, funds received from this grant. a. Using the definitions of activity, facility and program as found and defined in §§ 21.23 (b) and 21.23 (e) of 49 CFR § 21, the sponsor will facilitate all programs, operate all facilities, or conduct all programs in compliance with all non-discrimination requirements imposed by, or pursuant to these assurances. b. Applicability Programs and Activities. If the sponsor has received a grant (or other federal 1) assistance) for any of the sponsor’s program or activities, these requirements extend to all of the sponsor’s programs and activities. Facilities. Where it receives a grant or other federal financial assistance to 2)construct, expand, renovate, remodel, alter or acquire a facility, or part of a facility, the assurance extends to the entire facility and facilities operated in connection therewith. Airport Sponsor Assurances 3/2014 Page 16 of 20 Real Property. Where the sponsor receives a grant or other Federal financial 3)assistance in the form of, or for the acquisition of real property or an interest in real property, the assurance will extend to rights to space on, over, or under such property. c. Duration. The sponsor agrees that it is obligated to this assurance for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the assurance obligates the sponsor, or any transferee for the longer of the following periods: So long as the airport is used as an airport, or for another purpose involving 1) the provision of similar services or benefits; or So long as the sponsor retains ownership or possession of the property. 2) d. Required Solicitation Language. It will include the following notification in all solicitations for bids, Requests For Proposals for work, or material under this grant agreement and in all proposals for agreements, including airport concessions, regardless of funding source: “The (Name of Sponsor), in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises and airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.” e. Required Contract Provisions. It will insert the non-discrimination contract clauses requiring compliance 1)with the acts and regulations relative to non-discrimination in Federally-assisted programs of the DOT, and incorporating the acts and regulations into the contracts by reference in every contract or agreement subject to the non-discrimination in Federally-assisted programs of the DOT acts and regulations. It will include a list of the pertinent non-discrimination authorities in every 2)contract that is subject to the non-discrimination acts and regulations. It will insert non-discrimination contract clauses as a covenant running with 3)the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a sponsor. It will insert non-discrimination contract clauses prohibiting discrimination on 4)the basis of race, color, national origin, creed, sex, age, or handicap as a Airport Sponsor Assurances 3/2014 Page 17 of 20 covenant running with the land, in any future deeds, leases, license, permits, or similar instruments entered into by the sponsor with other parties: a) For the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b) For the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. f. It will provide for such methods of administration for the program as are found by the Secretary to give reasonable guarantee that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the acts, the regulations, and this assurance. g. It agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the acts, the regulations, and this assurance. Disposal of Land. 31. a. For land purchased under a grant for airport noise compatibility purposes, including land serving as a noise buffer, it will dispose of the land, when the land is no longer needed for such purposes, at fair market value, at the earliest practicable time. That portion of the proceeds of such disposition which is proportionate to the United States' share of acquisition of such land will be, at the discretion of the Secretary, (1) reinvested in another project at the airport, or (2) transferred to another eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order, (1) reinvestment in an approved noise compatibility project, (2) reinvestment in an approved project that is eligible for grant funding under Section 47117(e) of title 49 United States Code, (3) reinvestment in an approved airport development project that is eligible for grant funding under Sections 47114, 47115, or 47117 of title 49 United States Code, (4) transferred to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport, and (5) paid to the Secretary for deposit in the Airport and Airway Trust Fund. If land acquired under a grant for noise compatibility purposes is leased at fair market value and consistent with noise buffering purposes, the lease will not be considered a disposal of the land. Revenues derived from such a lease may be used for an approved airport development project that would otherwise be eligible for grant funding or any permitted use of airport revenue. b. For land purchased under a grant for airport development purposes (other than noise compatibility), it will, when the land is no longer needed for airport purposes, dispose of such land at fair market value or make available to the Secretary an amount equal to the United States' proportionate share of the fair market value of the land. That portion of the proceeds of such disposition which is proportionate to the United States' share of the cost of acquisition of such land will, (1) upon application to the Secretary, be reinvested or transferred to another Airport Sponsor Assurances 3/2014 Page 18 of 20 eligible airport as prescribed by the Secretary. The Secretary shall give preference to the following, in descending order: (1) reinvestment in an approved noise compatibility project, (2) reinvestment in an approved project that is eligible for grant funding under Section 47117(e) of title 49 United States Code, (3) reinvestment in an approved airport development project that is eligible for grant funding under Sections 47114, 47115, or 47117 of title 49 United States Code, (4) transferred to an eligible sponsor of another public airport to be reinvested in an approved noise compatibility project at that airport, and (5) paid to the Secretary for deposit in the Airport and Airway Trust Fund. c. Land shall be considered to be needed for airport purposes under this assurance if (1) it may be needed for aeronautical purposes (including runway protection zones) or serve as noise buffer land, and (2) the revenue from interim uses of such land contributes to the financial self-sufficiency of the airport. Further, land purchased with a grant received by an airport operator or owner before December 31, 1987, will be considered to be needed for airport purposes if the Secretary or Federal agency making such grant before December 31, 1987, was notified by the operator or owner of the uses of such land, did not object to such use, and the land continues to be used for that purpose, such use having commenced no later than December 15, 1989. d. Disposition of such land under (a) (b) or (c) will be subject to the retention or reservation of any interest or right therein necessary to ensure that such land will only be used for purposes which are compatible with noise levels associated with operation of the airport. Engineering and Design Services. 32. It will award each contract, or sub-contract for program management, construction management, planning studies, feasibility studies, architectural services, preliminary engineering, design, engineering, surveying, mapping or related services with respect to the project in the same manner as a contract for architectural and engineering services is negotiated under Title IX of the Federal Property and Administrative Services Act of 1949 or an equivalent qualifications-based requirement prescribed for or by the sponsor of the airport. Foreign Market Restrictions. 33. It will not allow funds provided under this grant to be used to fund any project which uses any product or service of a foreign country during the period in which such foreign country is listed by the United States Trade Representative as denying fair and equitable market opportunities for products and suppliers of the United States in procurement and construction. Policies, Standards, and Specifications. 34. It will carry out the project in accordance with policies, standards, and specifications approved by the Secretary including but not limited to the advisory circulars listed in the Current FAA Advisory Circulars for AIP projects, dated ___________ (the latest approved version as of this grant offer) and included in this grant, and in accordance _ Airport Sponsor Assurances 3/2014 Page 19 of 20 with applicable state policies, standards, and specifications approved by the Secretary. Relocation and Real Property Acquisition. 35. a. It will be guided in acquiring real property, to the greatest extent practicable under State law, by the land acquisition policies in Subpart B of 49 CFR Part 24 and will pay or reimburse property owners for necessary expenses as specified in Subpart B. b. It will provide a relocation assistance program offering the services described in Subpart C and fair and reasonable relocation payments and assistance to displaced persons as required in Subpart D and E of 49 CFR Part 24. c. It will make available within a reasonable period of time prior to displacement, comparable replacement dwellings to displaced persons in accordance with Subpart E of 49 CFR Part 24. Access By Intercity Buses. 36. The airport owner or operator will permit, to the maximum extent practicable, intercity buses or other modes of transportation to have access to the airport; however, it has no obligation to fund special facilities for intercity buses or for other modes of transportation. Disadvantaged Business Enterprises. 37. The sponsor shall not discriminate on the basis of race, color, national origin or sex in the award and performance of any DOT-assisted contract covered by 49 CFR Part 26, or in the award and performance of any concession activity contract covered by 49 CFR Part 23. In addition, the sponsor shall not discriminate on the basis of race, color, national origin or sex in the administration of its DBE and ACDBE programs or the requirements of 49 CFR Parts 23 and 26. The sponsor shall take all necessary and reasonable steps under 49 CFR Parts 23 and 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts, and/or concession contracts. The sponsor’s DBE and ACDBE programs, as required by 49 CFR Parts 26 and 23, and as approved by DOT, are incorporated by reference in this agreement. Implementation of these programs is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the sponsor of its failure to carry out its approved program, the Department may impose sanctions as provided for under Parts 26 and 23 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1936 (31 U.S.C. 3801). Hangar Construction. 38. If the airport owner or operator and a person who owns an aircraft agree that a hangar is to be constructed at the airport for the aircraft at the aircraft owner’s expense, the airport owner or operator will grant to the aircraft owner for the hangar a long term lease that is subject to such terms and conditions on the hangar as the airport owner or operator may impose. Airport Sponsor Assurances 3/2014 Page 20 of 20 Competitive Access. 39. a. If the airport owner or operator of a medium or large hub airport (as defined in section 47102 of title 49, U.S.C.) has been unable to accommodate one or more requests by an air carrier for access to gates or other facilities at that airport in order to allow the air carrier to provide service to the airport or to expand service at the airport, the airport owner or operator shall transmit a report to the Secretary that- Describes the requests; 1) Provides an explanation as to why the requests could not be accommodated; 2)and Provides a time frame within which, if any, the airport will be able to 3)accommodate the requests. b. Such report shall be due on either February 1 or August 1 of each year if the airport has been unable to accommodate the request(s) in the six month period prior to the applicable due date. PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 001 P-101 PULVERIZE AC PAVEMENT 22,550 SY $4.00 $90,200.00 $3.00 $67,650.00 $4.00 $90,200.00 002 P-151 CLEARING AND GRUBBING 0.60 ACRE $10,000.00 $6,000.00 $23,000.00 $13,800.00 $50,000.00 $30,000.00 003 P-152 REMOVAL AND REPLACEMENT OF UNSUITABLE MATERIAL (RUBBLE)1,200 CY $75.00 $90,000.00 $120.00 $144,000.00 $100.00 $120,000.00 004 P-152 UNCLASSIFIED EXCAVATION 6,600 CY $75.00 $495,000.00 $24.00 $158,400.00 $100.00 $660,000.00 005 P-156 CEMENT (5%)980 TON $145.00 $142,100.00 $175.00 $171,500.00 $150.00 $147,000.00 006 P-156 CEMENT TREATED SUBGRADE (18" THICK)24,550 SY $5.50 $135,025.00 $6.50 $159,575.00 $6.00 $147,300.00 007 P-209 CRUSHED AGGREGATE BASE COURSE (6” THICK)24,550 SY $22.00 $540,100.00 $22.00 $540,100.00 $20.00 $491,000.00 008 P-403 ASPHALT SURFACE COURSE 4,435 TON $140.00 $620,900.00 $127.00 $563,245.00 $125.00 $554,375.00 009 P-602 EMULSIFIED ASPHALT PRIME COAT 27 TON $1,200.00 $32,400.00 $1,000.00 $27,000.00 $1,000.00 $27,000.00 010 P-608 ASPHALT SURFACE TREATMENT 2,450 SY $11.00 $26,950.00 $15.00 $36,750.00 $15.00 $36,750.00 011 P-620 PAINTSTRIPING (WHITE, REFLECTORIZED) 3,615 SF $7.00 $25,305.00 $2.00 $7,230.00 $3.00 $10,845.00 012 P-620 PAINTSTRIPING (YELLOW, REFLECTORIZED) 1,875 SF $7.00 $13,125.00 $2.00 $3,750.00 $3.00 $5,625.00 013 P-620 SURFACE PAINTED TAXILANE MARKINGS 6 EACH $2,000.00 $12,000.00 $1,300.00 $7,800.00 $1,500.00 $9,000.00 014 P-620 TIE-DOWN NUMBERING 52 EACH $100.00 $5,200.00 $31.00 $1,612.00 $100.00 $5,200.00 015 P-620 MARKING REMOVAL 500 SF $25.00 $12,500.00 $3.00 $1,500.00 $5.00 $2,500.00 016 D-751 ADJUST CATCH BASIN TO GRADE 4 EACH $2,000.00 $8,000.00 $1,400.00 $5,600.00 $2,000.00 $8,000.00 017 D-751 ADJUST MANHOLE TO GRADE 1 EACH $2,000.00 $2,000.00 $1,400.00 $1,400.00 $2,000.00 $2,000.00 018 D-751 CATCH BASIN (CALTRANS D73, G1)3 EACH $5,000.00 $15,000.00 $5,000.00 $15,000.00 $5,000.00 $15,000.00 019 T-906 HYDRO-SEEDING 750 SY $5.00 $3,750.00 $4.00 $3,000.00 $4.00 $3,000.00 020 L-100 NEW 30-FOOT APRON AREA LIGHT POLE WITH MOUNTING APPARATUS AND MAINTENANCE HINGES (EXACT HEIGHT PER POLE AS INDICATED IN PLANS)3 EACH $25,000.00 $75,000.00 $26,000.00 $78,000.00 $15,000.00 $45,000.00 021 L-100 NEW LED APRON AREA LIGHTING FIXTURE 10 EACH $10,000.00 $100,000.00 $8,200.00 $82,000.00 $6,000.00 $60,000.00 022 L-100 NEW LED OBSTRUCTION LIGHTING FIXTURE (DOUBLE-HEAD)3 EACH $2,500.00 $7,500.00 $2,100.00 $6,300.00 $2,000.00 $6,000.00 023 L-100 NO. 10 AWG, 600V, TYPE THWN CABLE 8,925 LF $5.00 $44,625.00 $4.00 $35,700.00 $4.00 $35,700.00 024 L-100 NO. 6 AWG, 600V, TYPE THWN CABLE 1,600 LF $5.00 $8,000.00 $5.00 $8,000.00 $4.00 $6,400.00 025 L-100 NO. 8 AWG, 600V, TYPE THWN CABLE 1,400 LF $5.00 $7,000.00 $4.00 $5,600.00 $4.00 $5,600.00 026 L-100 REMOVAL OF EXISTING LIGHT POLE ASSEMBLY (POLE, FIXTURE, PULL BOXES AND FOUNDATION)6 EACH $8,000.00 $48,000.00 $7,200.00 $43,200.00 $7,500.00 $45,000.00 027 L-100 TRANSFORMER AND ENCLOSURE FOR OBSTRUCTION LIGHTING FIXTURE 3 EACH $1,500.00 $4,500.00 $800.00 $2,400.00 $1,000.00 $3,000.00 028 L-108 NO. 6 AWG, BARE COPPER COUNTERPOISE WIRE 3,575 LF $5.00 $17,875.00 $5.00 $17,875.00 $5.00 $17,875.00 029 L-110 2 WAY – 2” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 1,150 LF $200.00 $230,000.00 $85.00 $97,750.00 $180.00 $207,000.00 030 L-110 8 WAY – 2” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 40 LF $200.00 $8,000.00 $400.00 $16,000.00 $500.00 $20,000.00 031 L-110 1 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 30 LF $200.00 $6,000.00 $180.00 $5,400.00 $200.00 $6,000.00 032 L-110 2 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 260 LF $200.00 $52,000.00 $190.00 $49,400.00 $200.00 $52,000.00 033 L-110 3 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 270 LF $200.00 $54,000.00 $230.00 $62,100.00 $225.00 $60,750.00 034 L-110 4 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 220 LF $250.00 $55,000.00 $240.00 $52,800.00 $250.00 $55,000.00 035 L-110 5 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 110 LF $300.00 $33,000.00 $250.00 $27,500.00 $250.00 $27,500.00 036 L-110 6 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 20 LF $300.00 $6,000.00 $320.00 $6,400.00 $300.00 $6,000.00 037 L-110 8 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 30 LF $350.00 $10,500.00 $350.00 $10,500.00 $350.00 $10,500.00 038 L-110 2 WAY – 5” PVC CONCRETE ENCASED DUCT BANK 330 LF $250.00 $82,500.00 $220.00 $72,600.00 $200.00 $66,000.00 039 L-110 8 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 450 LF $450.00 $202,500.00 $500.00 $225,000.00 $400.00 $180,000.00 040 L-115 36" x 36" x 30" PULL BOX (H20 RATED)3 EACH $8,000.00 $24,000.00 $14,000.00 $42,000.00 $10,000.00 $30,000.00 041 L-115 36" x 36" x 36" PULL BOX (H20 RATED)2 EACH $8,000.00 $16,000.00 $14,000.00 $28,000.00 $10,000.00 $20,000.00 042 L-115 48" x 48" x 48" PULL BOX (H20 RATED)2 EACH $8,000.00 $16,000.00 $14,000.00 $28,000.00 $10,000.00 $20,000.00 043 L-115 ELECTRICAL MANHOLE (PER UTILITY PROVIDER REQUIREMENTS)1 EACH $30,000.00 $30,000.00 $55,000.00 $55,000.00 $12,000.00 $12,000.00 044 L-126 TIE-DOWN ANCHOR 174 EACH $1,000.00 $174,000.00 $800.00 $139,200.00 $1,000.00 $174,000.00 045 SP-3 CATCH BASIN FILTRATION SYSTEM 5 EACH $10,000.00 $50,000.00 $12,000.00 $60,000.00 $10,000.00 $50,000.00 046 SP-7 CONCRETE RIBBON CURB (2 FEET WIDE)250 LF $100.00 $25,000.00 $60.00 $15,000.00 $60.00 $15,000.00 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID Page 1 Attachment D PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID047SP-8 TRENCH DRAIN 55 LF $200.00 $11,000.00 $250.00 $13,750.00 $300.00 $16,500.00 048 SP-9 BOLLARDS 6 EACH $1,500.00 $9,000.00 $1,200.00 $7,200.00 $1,000.00 $6,000.00 049 SP-12 ADJUST JUNCTION BOX/HANDHOLE TO GRADE 1 EACH $5,000.00 $5,000.00 $3,500.00 $3,500.00 $10,000.00 $10,000.00 050 SP-13 REMOVE EXISTING TIE-DOWN ANCHORS 180 EACH $150.00 $27,000.00 $430.00 $77,400.00 $200.00 $36,000.00 051 SP-18 10" WELDED HDPE WATERLINE 475 LF $150.00 $71,250.00 $200.00 $95,000.00 $120.00 $57,000.00 052 SP-19 10" GATE VALVE 3 EACH $5,000.00 $15,000.00 $4,500.00 $13,500.00 $5,000.00 $15,000.00 053 SP-20 FIRE HYDRANT 2 EACH $7,500.00 $15,000.00 $20,000.00 $40,000.00 $10,000.00 $20,000.00 054 U-200 UTILITY RELOCATION 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 055 U-201 STORM DRAIN REMOVAL/REPLACEMENT 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 056 C-102 COMPLIANCE WITH POLLUTION, EROSION, AND SILTATION CONTROL 1 LS $50,000.00 $50,000.00 $120,000.00 $120,000.00 $75,000.00 $75,000.00 057 C-105 FIELD OFFICE 1 LS $10,000.00 $10,000.00 $65,000.00 $65,000.00 $25,000.00 $25,000.00 058 C-106 SAFETY, SECURITY AND MAINTENANCE OF TRAFFIC 1 LS $30,000.00 $30,000.00 $250,000.00 $250,000.00 $90,000.00 $90,000.00 059 C-105 MOBILIZATION (6% MAXIMUM)1 LS $243,348.30 $243,348.30 $240,000.00 $240,000.00 $246,097.20 $246,097.20 $4,299,153.30 $4,275,987.00 $4,347,717.20 060 P-101 PULVERIZE AC PAVEMENT 16,750 SY $4.00 $67,000.00 $2.00 $33,500.00 $4.00 $67,000.00 061 P-152 REMOVAL AND REPLACEMENT OF UNSUITABLE MATERIAL (RUBBLE)1,000 CY $75.00 $75,000.00 $105.00 $105,000.00 $100.00 $100,000.00 062 P-152 REMOVAL AND REPLACEMENT OF UNSUITABLE MATERIAL (SPOIL)7,000 CY $75.00 $525,000.00 $68.00 $476,000.00 $50.00 $350,000.00 063 P-152 UNCLASSIFIED EXCAVATION 4,300 CY $75.00 $322,500.00 $12.00 $51,600.00 $100.00 $430,000.00 064 P-156 CEMENT (5%)646 TON $145.00 $93,670.00 $160.00 $103,360.00 $150.00 $96,900.00 065 P-156 CEMENT TREATED SUBGRADE (18" THICK)16,750 SY $5.50 $92,125.00 $4.50 $75,375.00 $6.00 $100,500.00 066 P-209 CRUSHED AGGREGATE BASE COURSE (6” THICK)16,750 SY $22.00 $368,500.00 $20.00 $335,000.00 $20.00 $335,000.00 067 P-403 ASPHALT SURFACE COURSE 3,300 TON $140.00 $462,000.00 $105.00 $346,500.00 $125.00 $412,500.00 068 P-602 EMULSIFIED ASPHALT PRIME COAT 25 TON $1,200.00 $30,000.00 $850.00 $21,250.00 $1,000.00 $25,000.00 069 P-620 MARKING REMOVAL 1,405 SF $25.00 $35,125.00 $3.00 $4,215.00 $5.00 $7,025.00 070 P-620 PAINTSTRIPING (WHITE, REFLECTORIZED) 5,210 SF $7.00 $36,470.00 $2.00 $10,420.00 $3.00 $15,630.00 071 P-620 PAINTSTRIPING (YELLOW, REFLECTORIZED) 1,550 SF $7.00 $10,850.00 $2.00 $3,100.00 $3.00 $4,650.00 072 P-620 SURFACE PAINTED TAXILANE MARKINGS 8 EACH $1,500.00 $12,000.00 $1,300.00 $10,400.00 $1,500.00 $12,000.00 073 P-620 TIE-DOWN NUMBERING 89 EACH $100.00 $8,900.00 $31.00 $2,759.00 $100.00 $8,900.00 074 D-751 ADJUST CATCH BASIN TO GRADE 2 EACH $2,000.00 $4,000.00 $1,200.00 $2,400.00 $2,000.00 $4,000.00 075 L-100 NEW 30-FOOT APRON AREA LIGHT POLE WITH MOUNTING APPARATUS AND MAINTENANCE HINGES (EXACT HEIGHT PER POLE AS INDICATED IN PLANS)5 EACH $25,000.00 $125,000.00 $25,000.00 $125,000.00 $15,000.00 $75,000.00 076 L-100 NEW LED APRON AREA LIGHTING FIXTURE 4 EACH $10,000.00 $40,000.00 $8,000.00 $32,000.00 $6,000.00 $24,000.00 077 L-100 NEW LED OBSTRUCTION LIGHTING FIXTURE (DOUBLE-HEAD)2 EACH $2,500.00 $5,000.00 $2,000.00 $4,000.00 $2,000.00 $4,000.00 078 L-100 NO. 10 AWG, 600V, TYPE THWN CABLE 11,940 LF $5.00 $59,700.00 $4.00 $47,760.00 $4.00 $47,760.00 079 L-100 REMOVAL OF EXISTING LIGHT POLE ASSEMBLY (POLE, FIXTURE, PULL BOXES AND FOUNDATION)3 EACH $8,000.00 $24,000.00 $7,000.00 $21,000.00 $7,500.00 $22,500.00 080 L-100 TRANSFORMER AND ENCLOSURE FOR OBSTRUCTION LIGHTING FIXTURE 2 EACH $1,500.00 $3,000.00 $800.00 $1,600.00 $1,000.00 $2,000.00 081 L-108 NO. 6 AWG, BARE COPPER COUNTERPOISE WIRE 3,950 LF $5.00 $19,750.00 $5.00 $19,750.00 $5.00 $19,750.00 082 L-110 2 WAY – 2” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 670 LF $200.00 $134,000.00 $175.00 $117,250.00 $180.00 $120,600.00 083 L-110 2 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 250 LF $200.00 $50,000.00 $186.00 $46,500.00 $200.00 $50,000.00 084 L-110 3 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 230 LF $200.00 $46,000.00 $225.00 $51,750.00 $225.00 $51,750.00 085 L-110 2 WAY – 5” PVC CONCRETE ENCASED DUCT BANK 960 LF $250.00 $240,000.00 $180.00 $172,800.00 $180.00 $172,800.00 086 L-110 3 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 280 LF $300.00 $84,000.00 $250.00 $70,000.00 $250.00 $70,000.00 087 L-110 6 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 190 LF $450.00 $85,500.00 $335.00 $63,650.00 $350.00 $66,500.00 088 L-110 8 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 280 LF $450.00 $126,000.00 $400.00 $112,000.00 $400.00 $112,000.00 089 L-115 36" x 36" x 30" PULL BOX (H20 RATED)2 EACH $8,000.00 $16,000.00 $13,100.00 $26,200.00 $10,000.00 $20,000.00 090 L-115 36" x 36" x 36" PULL BOX (H20 RATED)2 EACH $8,000.00 $16,000.00 $13,100.00 $26,200.00 $10,000.00 $20,000.00 091 L-115 48" x 48" x 48" PULL BOX (H20 RATED)3 EACH $8,000.00 $24,000.00 $13,100.00 $39,300.00 $10,000.00 $30,000.00 BID ALTERNATE No. 1 SUBTOTAL ADDITIVE BASE BID (ITEMS 001 THROUGH 059) Page 2 PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID092L-115 ELECTRICAL MANHOLE (PER UTILITY PROVIDER REQUIREMENTS)4 EACH $30,000.00 $120,000.00 $20,000.00 $80,000.00 $12,000.00 $48,000.00 093 L-126 TIE-DOWN ANCHOR 267 EACH $1,000.00 $267,000.00 $725.00 $193,575.00 $1,000.00 $267,000.00 094 SP-3 CATCH BASIN FILTRATION SYSTEM 2 EACH $1,000.00 $2,000.00 $12,100.00 $24,200.00 $10,000.00 $20,000.00 095 SP-7 CONCRETE RIBBON CURB (2 FEET WIDE)55 LF $1,000.00 $55,000.00 $78.00 $4,290.00 $60.00 $3,300.00 096 SP-9 BOLLARDS 6 EACH $1,000.00 $6,000.00 $1,100.00 $6,600.00 $1,000.00 $6,000.00 097 SP-10 SET SURVEY MONUMENT 1 EACH $15,000.00 $15,000.00 $1,500.00 $1,500.00 $35,000.00 $35,000.00 098 SP-13 REMOVE EXISTING TIE-DOWN ANCHORS 45 EACH $150.00 $6,750.00 $420.00 $18,900.00 $200.00 $9,000.00 099 SP-18 10" WELDED HDPE WATERLINE 1,040 LF $150.00 $156,000.00 $150.00 $156,000.00 $120.00 $124,800.00 100 SP-19 10" GATE VALVE 4 EACH $5,000.00 $20,000.00 $4,400.00 $17,600.00 $5,000.00 $20,000.00 101 SP-20 FIRE HYDRANT 2 EACH $7,500.00 $15,000.00 $17,000.00 $34,000.00 $10,000.00 $20,000.00 102 U-200 UTILITY RELOCATION 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 103 U-201 STORM DRAIN REMOVAL/REPLACEMENT 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 104 C-102 COMPLIANCE WITH POLLUTION, EROSION, AND SILTATION CONTROL 1 LS $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 $50,000.00 105 C-105 FIELD OFFICE 1 LS $10,000.00 $10,000.00 $17,000.00 $17,000.00 $25,000.00 $25,000.00 106 C-106 SAFETY, SECURITY AND MAINTENANCE OF TRAFFIC 1 LS $30,000.00 $30,000.00 $60,000.00 $60,000.00 $90,000.00 $90,000.00 107 C-105 MOBILIZATION (6% MAXIMUM)1 LS $248,630.40 $248,630.40 $80,000.00 $80,000.00 $224,751.90 $224,751.90 $4,392,470.40 $3,451,304.00 $3,970,616.90 108 P-101 PULVERIZE AC PAVEMENT 25,025 SY $4.00 $100,100.00 $1.80 $45,045.00 $4.00 $100,100.00 109 P-152 UNCLASSIFIED EXCAVATION 6,700 CY $75.00 $502,500.00 $35.00 $234,500.00 $100.00 $670,000.00 110 P-156 CEMENT (5%)980 TON $145.00 $142,100.00 $170.00 $166,600.00 $150.00 $147,000.00 111 P-156 CEMENT TREATED SUBGRADE (18" THICK)29,150 SY $5.50 $160,325.00 $4.50 $131,175.00 $6.00 $174,900.00 112 P-209 CRUSHED AGGREGATE BASE COURSE (6” THICK)29,150 SY $22.00 $641,300.00 $14.00 $408,100.00 $20.00 $583,000.00 113 P-403 ASPHALT SURFACE COURSE 5,730 TON $140.00 $802,200.00 $100.00 $573,000.00 $125.00 $716,250.00 114 P-602 EMULSIFIED ASPHALT PRIME COAT 36 TON $1,200.00 $43,200.00 $1,100.00 $39,600.00 $1,000.00 $36,000.00 115 P-620 PAINTSTRIPING (WHITE, REFLECTORIZED) 3,250 SF $7.00 $22,750.00 $2.00 $6,500.00 $3.00 $9,750.00 116 P-620 PAINTSTRIPING YELLOW, REFLECTORIZED) 1,325 SF $7.00 $9,275.00 $2.00 $2,650.00 $3.00 $3,975.00 117 P-620 PAINTSTRIPING (RED, NON-REFLECTORIZED)325 SF $7.00 $2,275.00 $2.00 $650.00 $3.00 $975.00 118 P-620 TIE-DOWN NUMBERING 50 EACH $100.00 $5,000.00 $30.00 $1,500.00 $100.00 $5,000.00 119 D-701 12" HDPE STORM DRAIN 530 LF $150.00 $79,500.00 $270.00 $143,100.00 $100.00 $53,000.00 120 D-701 21" HDPE STORM DRAIN 60 LF $200.00 $12,000.00 $480.00 $28,800.00 $150.00 $9,000.00 121 D-751 ADJUST CATCH BASIN TO GRADE 4 EACH $2,000.00 $8,000.00 $1,400.00 $5,600.00 $2,000.00 $8,000.00 122 D-751 ADJUST MANHOLE TO GRADE 6 EACH $2,000.00 $12,000.00 $1,400.00 $8,400.00 $2,000.00 $12,000.00 123 D-751 CATCH BASIN (CALTRANS D73, G1)6 EACH $5,000.00 $30,000.00 $5,000.00 $30,000.00 $5,000.00 $30,000.00 124 L-100 NEW 30-FOOT APRON AREA LIGHT POLE WITH MOUNTING APPARATUS AND MAINTENANCE HINGES (EXACT HEIGHT PER POLE AS INDICATED IN PLANS)4 EACH $25,000.00 $100,000.00 $12,000.00 $48,000.00 $15,000.00 $60,000.00 125 L-100 NEW 35-FOOT LIGHT POLE WITH MOUNTING APPARATUS (EXACT HEIGHT PER PLANS) 7 EACH $30,000.00 $210,000.00 $24,000.00 $168,000.00 $15,000.00 $105,000.00 126 L-100 NEW LED APRON AREA LIGHTING FIXTURE 11 EACH $10,000.00 $110,000.00 $8,500.00 $93,500.00 $6,000.00 $66,000.00 127 L-100 NEW LED OBSTRUCTION LIGHTING FIXTURE (DOUBLE-HEAD)4 EACH $2,500.00 $10,000.00 $2,200.00 $8,800.00 $2,000.00 $8,000.00 128 L-100 NO. 10 AWG, 600V, TYPE THWN CABLE 7,400 LF $5.00 $37,000.00 $4.00 $29,600.00 $4.00 $29,600.00 129 L-100 NO. 8 AWG, 600V, TYPE THWN CABLE 2,690 LF $5.00 $13,450.00 $4.00 $10,760.00 $4.00 $10,760.00 130 L-100 TRANSFORMER AND ENCLOSURE FOR OBSTRUCTION LIGHTING FIXTURE 4 EACH $1,500.00 $6,000.00 $850.00 $3,400.00 $1,000.00 $4,000.00 131 L-108 NO. 6 AWG, BARE COPPER COUNTERPOISE WIRE 2,100 LF $5.00 $10,500.00 $5.00 $10,500.00 $5.00 $10,500.00 132 L-110 2 WAY – 2” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 1,460 LF $200.00 $292,000.00 $80.00 $116,800.00 $180.00 $262,800.00 133 L-110 2 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 350 LF $200.00 $70,000.00 $200.00 $70,000.00 $200.00 $70,000.00 134 L-110 4 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 30 LF $250.00 $7,500.00 $250.00 $7,500.00 $250.00 $7,500.00 135 L-110 5 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 40 LF $300.00 $12,000.00 $260.00 $10,400.00 $250.00 $10,000.00 136 L-110 6 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 20 LF $300.00 $6,000.00 $325.00 $6,500.00 $400.00 $8,000.00 ADDITIVE BID ALTERNATE #2 SUBTOTAL ADDITIVE ALTERNATE BID 1 (ITEMS 060 THROUGH 107) Page 3 PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID137L-110 8 WAY – 4” PVC & 1” PVC CONCRETE ENCASED DUCT BANK 20 LF $350.00 $7,000.00 $360.00 $7,200.00 $400.00 $8,000.00 138 L-110 2 WAY – 5” PVC CONCRETE ENCASED DUCT BANK 750 LF $250.00 $187,500.00 $250.00 $187,500.00 $180.00 $135,000.00 139 L-110 4 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 80 LF $400.00 $32,000.00 $270.00 $21,600.00 $300.00 $24,000.00 140 L-110 5 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 100 LF $400.00 $40,000.00 $280.00 $28,000.00 $300.00 $30,000.00 141 L-110 6 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 110 LF $450.00 $49,500.00 $350.00 $38,500.00 $400.00 $44,000.00 142 L-110 8 WAY – 4” PVC, 2 WAY – 5” PVC, & 1” PVC CONCRETE ENCASED DUCT BANK 50 LF $450.00 $22,500.00 $600.00 $30,000.00 $600.00 $30,000.00 143 L-115 36" x 36" x 30" PULL BOX (H20 RATED)12 EACH $8,000.00 $96,000.00 $15,000.00 $180,000.00 $10,000.00 $120,000.00 144 L-115 36" x 36" x 36" PULL BOX (H20 RATED)2 EACH $8,000.00 $16,000.00 $14,000.00 $28,000.00 $10,000.00 $20,000.00 145 L-115 48" x 48" x 48" PULL BOX (H20 RATED)4 EACH $8,000.00 $32,000.00 $14,000.00 $56,000.00 $10,000.00 $40,000.00 146 L-115 ELECTRICAL MANHOLE (PER UTILITY PROVIDER REQUIREMENTS)5 EACH $30,000.00 $150,000.00 $21,000.00 $105,000.00 $12,000.00 $60,000.00 147 L-126 TIE-DOWN ANCHOR 150 EACH $1,000.00 $150,000.00 $800.00 $120,000.00 $1,000.00 $150,000.00 148 SP-3 CATCH BASIN FILTRATION SYSTEM 7 EACH $10,000.00 $70,000.00 $14,000.00 $98,000.00 $10,000.00 $70,000.00 149 SP-7 CONCRETE RIBBON CURB (2 FEET WIDE)1,680 LF $85.00 $142,800.00 $50.00 $84,000.00 $60.00 $100,800.00 150 SP-7 CONCRETE RIBBON CURB (5 FEET WIDE)225 LF $125.00 $28,125.00 $100.00 $22,500.00 $100.00 $22,500.00 151 SP-8 TRENCH DRAIN 1,100 LF $200.00 $220,000.00 $160.00 $176,000.00 $200.00 $220,000.00 152 SP-9 BOLLARDS 6 EACH $1,500.00 $9,000.00 $1,200.00 $7,200.00 $1,000.00 $6,000.00 153 SP-11 ADJUST UTILITY VAULT TO GRADE 2 EACH $5,000.00 $10,000.00 $5,000.00 $10,000.00 $10,000.00 $20,000.00 154 SP-12 ADJUST JUNCTION BOX/HANDHOLE TO GRADE 3 EACH $5,000.00 $15,000.00 $5,000.00 $15,000.00 $10,000.00 $30,000.00 155 SP-18 10" WELDED HDPE WATERLINE 900 LF $150.00 $135,000.00 $180.00 $162,000.00 $120.00 $108,000.00 156 SP-19 10" GATE VALVE 4 EACH $5,000.00 $20,000.00 $5,000.00 $20,000.00 $5,000.00 $20,000.00 157 SP-20 FIRE HYDRANT 2 EACH $7,500.00 $15,000.00 $18,000.00 $36,000.00 $10,000.00 $20,000.00 158 SP-21 REDUCED PRESSURE DETECTOR ASSEMBLY 2 EACH $35,000.00 $70,000.00 $60,000.00 $120,000.00 $40,000.00 $80,000.00 159 SP-22 10” RECORDALL COMPOUND WATER METER 2 EACH $5,000.00 $10,000.00 $30,000.00 $60,000.00 $50,000.00 $100,000.00 160 F-162 20-FOOT SINGLE CANTILEVER MANUAL GATE RELOCATION 1 EACH $5,000.00 $5,000.00 $6,500.00 $6,500.00 $7,000.00 $7,000.00 161 F-162 24-FOOT SINGLE CANTILEVER AUTOMATIC GATE 1 EACH $25,000.00 $25,000.00 $11,500.00 $11,500.00 $12,000.00 $12,000.00 162 F-162 4-FOOT MANUAL SWING PEDESTRIAN GATE RELOCATION 1 EACH $1,000.00 $1,000.00 $1,800.00 $1,800.00 $2,000.00 $2,000.00 163 F-162 REMOVAL OF EXISTING FENCE 20 LF $20.00 $400.00 $25.00 $500.00 $30.00 $600.00 164 F-162 INSTALLATION OF 8' W/BARBED WIRE PVC COATED CHAIN LINK FENCE 100 LF $100.00 $10,000.00 $90.00 $9,000.00 $90.00 $9,000.00 165 L-128 MECHANICAL OPERATOR 1 EACH $50,000.00 $50,000.00 $3,000.00 $3,000.00 $40,000.00 $40,000.00 166 SP-28 1" WATERLINE 180 LF $100.00 $18,000.00 $150.00 $27,000.00 $50.00 $9,000.00 167 SP-29 1" COMPRESSED AIR LINE 155 LF $100.00 $15,500.00 $150.00 $23,250.00 $40.00 $6,200.00 168 SP-31 REMOVE 25' TREATED WOOD POLE 2 EACH $2,500.00 $5,000.00 $1,500.00 $3,000.00 $5,000.00 $10,000.00 169 U-200 UTILITY RELOCATION 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 170 U-201 STORM DRAIN REMOVAL/REPLACEMENT 1 LS $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 $75,000.00 171 C-102 COMPLIANCE WITH POLLUTION, EROSION, AND SILTATION CONTROL 1 LS $50,000.00 $50,000.00 $65,000.00 $65,000.00 $100,000.00 $100,000.00 172 C-105 FIELD OFFICE 1 LS $10,000.00 $10,000.00 $40,000.00 $40,000.00 $25,000.00 $25,000.00 173 C-106 SAFETY, SECURITY AND MAINTENANCE OF TRAFFIC 1 LS $30,000.00 $30,000.00 $30,000.00 $30,000.00 $90,000.00 $90,000.00 174 C-105 MOBILIZATION (6% MAXIMUM)1 LS $321,258.00 $321,258.00 $220,000.00 $220,000.00 $307,812.60 $307,812.60 $5,675,558.00 $4,612,030.00 $5,438,022.60 175 SP-24 54" OUTFALL PIPE JOINT INVESTIGATION (PER JOINT)23 EACH $5,000.00 $115,000.00 $14,500.00 $333,500.00 $5,000.00 $115,000.00 176 SP-24 54" OUTFALL PIPE JOINT REPAIR (PER JOINT)23 EACH $10,000.00 $230,000.00 $8,000.00 $184,000.00 $15,000.00 $345,000.00 345,000.00 517,500.00 460,000.00 ADDITIVE BID ALTRENATE #3 SUBTOTAL ADDITIVE ALTERNATE BID 3 (ITEMS 175 THROUGH 176) SUBTOTAL ADDITIVE ALTERNATE BID 2 (ITEMS 108 THROUGH 174) Page 4 PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID 177 SP-24 54" OUTFALL PIPE JOINT INVESTIGATION (PER JOINT)18 EACH $5,000.00 $90,000.00 $14,500.00 $261,000.00 $5,000.00 $90,000.00 178 SP-24 54" OUTFALL PIPE JOINT REPAIR (PER JOINT)18 EACH $10,000.00 $180,000.00 $8,000.00 $144,000.00 $15,000.00 $270,000.00 270,000.00 405,000.00 360,000.00 179 P-101 AC PAVEMENT REMOVAL (3" THICK)2,120 SY $5.00 $10,600.00 $7.00 $14,840.00 $10.00 $21,200.00 180 P-152 UNCLASSIFIED EXCAVATION 110 CY $75.00 $8,250.00 $350.00 $38,500.00 $100.00 $11,000.00 181 P-403 ASPHALT SURFACE COURSE 420 TON $140.00 $58,800.00 $140.00 $58,800.00 $125.00 $52,500.00 182 P-620 PAINTSTRIPING (GREEN, NON-REFLECTORIZED)12,250 SF $7.00 $85,750.00 $1.00 $12,250.00 $1.00 $12,250.00 183 P-620 PAINTSTRIPING (YELLOW, REFLECTORIZED) 720 SF $7.00 $5,040.00 $2.00 $1,440.00 $2.00 $1,440.00 184 D-701 12" HDPE STORM DRAIN 250 LF $150.00 $37,500.00 $250.00 $62,500.00 $100.00 $25,000.00 185 D-751 CATCH BASIN (CALTRANS D73, G1)3 EA $5,000.00 $15,000.00 $4,500.00 $13,500.00 $5,000.00 $15,000.00 186 D-751 CATCH BASIN (TYPE H)1 EA $7,500.00 $7,500.00 $7,000.00 $7,000.00 $6,000.00 $6,000.00 187 SP-26 ADJUST TAXIWAY LIGHTING BASE CAN TO GRADE 13 EA $2,000.00 $26,000.00 $2,000.00 $26,000.00 $2,000.00 $26,000.00 188 SP-27 CONCRETE VALLEY GUTTER 280 LF $60.00 $16,800.00 $65.00 $18,200.00 $60.00 $16,800.00 189 C-106 SAFETY, SECURITY AND MAINTENANCE OF TRAFFIC 1 LS $15,000.00 $15,000.00 $19,000.00 $19,000.00 $10,000.00 $10,000.00 190 C-105 MOBILIZATION (6% MAXIMUM)1 LS $17,174.40 $17,174.40 $16,321.80 $16,321.80 $10,000.00 $10,000.00 303,414.40 $288,351.80 $207,190.00 191 SP-30 FUTURE HANGAR DOOR SLAB AND FOUNDATION 2 EACH $150,000.00 $300,000.00 $148,000.00 $296,000.00 $175,000.00 $350,000.00 300,000.00 296,000.00 350,000.00 192 SP-33 SITE PREPARATION FOR TEMPORARY TERMINAL TRAILER 260 SY $25.00 $6,500.00 $38.00 $9,880.00 $50.00 $13,000.00 193 SP-32 REMOVE EXISTING PORTABLE TRAILER 1 EACH $25,000.00 $25,000.00 $17,000.00 $17,000.00 $20,000.00 $20,000.00 31,500.00 26,880.00 33,000.00 SUBTOTAL - BASE BID $4,299,153.30 $4,275,987.00 $4,347,717.20 SUBTOTAL - BID ALTERNATE #1 $4,392,470.40 $3,451,304.00 $3,970,616.90 SUBTOTAL - BID ALTERNATE #2 $5,675,558.00 $4,612,030.00 $5,438,022.60 SUBTOTAL - BID ALTERNATE #5 $303,414.40 $288,351.80 $207,190.00 TOTAL BID - BASE BID, ALT #1, ALT #2 and ALT #5 $14,670,596.10 $12,627,672.80 $13,963,546.70 SUBTOTAL - BASE BID $4,299,153.30 $4,275,987.00 $4,347,717.20 SUBTOTAL - BID ALTERNATE #1 $4,392,470.40 $3,451,304.00 $3,970,616.90 SUBTOTAL - BID ALTERNATE #2 $5,675,558.00 $4,612,030.00 $5,438,022.60 SUBTOTAL - BID ALTERNATE #3 $345,000.00 $517,500.00 $460,000.00 SUBTOTAL - BID ALTERNATE #4 $270,000.00 $405,000.00 $360,000.00 SUBTOTAL - BID ALTERNATE #5 $303,414.40 $288,351.80 $207,190.00 SUBTOTAL - BID ALTERNATE #6 $300,000.00 $296,000.00 $350,000.00 SUBTOTAL - BID ALTERNATE #7 $31,500.00 $26,880.00 $33,000.00 TOTAL BID - BASE BID and ALTs #1 - #7 $15,617,096.10 $13,873,052.80 $15,166,546.70 SUBTOTAL ADDITIVE ALTERNATE BID 4 (ITEMS 177 THROUGH 178) ADDITIVE BID ALTRENATE #4 ADDITIVE BID ALTRENATE #6 SUBTOTAL ADDITIVE ALTERNATE BID 6 (ITEM 191) ADDITIVE BID ALTRENATE #5 SUBTOTAL ADDITIVE ALTERNATE BID 5 (ITEMS 179 THROUGH 190) ADDITIVE BID ALTRENATE #7 SUBTOTAL ADDITIVE ALTERNATE BID 7 (ITEMS 192 THROUGH 193) Page 5 PALO ALTO AIRPORT APRON RECONSTRUCTION PROJECT, PHASE III FAA AIP PROJECT NO. 3-06-0182-011-2016 IFB NO. 178189 dba Teichert Construction 5200 Franklin Drive, Suite 115 Pleasanton, CA 94588 TOTAL TOTAL Bidder #2 Golden Gate Constructors 111555 Dublin Blvd. Dublin, CA 94568 A. Teichert & Son, Inc. UNIT PRICE UNIT PRICE ITEM NO. FAA SPEC NO.DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL 8950 Cal Center Drive, Suite 102 Sacramento, California 95826 ENGINEERS OPINION OF CONSTRUCTION COST C&S Engineers, Inc. Bidder #1 BASE BID C&S ENGINEERS, INC. I CERTIFY THAT THIS IS A TRUE AND CORRECT TABULATION OF BIDS RECEIVED MAY 5, 2020 SIGNED:DATE:2020-05-14 Base Bid - Mobilization in bid was $255,000 which exceeded the 6% maximum. Corrected amount shown above. Additive Bid Alternate No. 1 - Mobilization in bid was $230,000 which exceeded the 6% maximum. Corrected amount shown above. Additive Bid Alternate No. 2 - Mobilization in bid was $320,000 which exceeded the 6% maximum. Corrected amount shown above. Additive Bid Alternate No. 5 - Mobilization in bid was $18,000 which exceeded the 6% maximum. Corrected amount shown above. *DENOTES MATH ERROR. CORRECTED AMOUNT SHOWN. Page 6 Attachment E City of Palo Alto (ID # 11360) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approval of 5-Year Contracts for On-Call Project Support Services Title: Approval of Seven (7) Five-Year Contracts for On-Call, As-Needed, IT Project Support Services for an Annual Collective Total Not-to-Exceed Amount of $480,000 and a Five-year Collective Total Not-to-Exceed Amount of $2,400,000; and Approval of Six (6) On-Call, As-Needed, SAP Project Support Services, for an Annual Collective Total Not-to-Exceed Amount of $350,000 Per Year, and a Five-Year Collective Total Not-to-Exceed Amount of $1,750,000, With All Work Subject to Assigned Task Orders and Availability of Funds From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council approve, and authorize the City Manager or designee to: 1) Execute seven separate five-year contracts with Genuent Global LLC; AgreeYa Solutions, Inc.; Elegant Enterprise-Wide Solutions, Inc.; Forsys, Inc.; Object Technology Solutions, Inc.; Techlink Systems, Inc.; and Zion Cloud Solutions, LLC.; for time-limited, on-call, as-needed, IT project support services for a collective total not-to-exceed amount of $480,000 annually and $2,400,000 for all five years; and 2) Execute six separate five-year contracts with Avertra Corporation; Peloton Group, LLC.; Etech-360, Inc.; V3iT Consulting, Inc.; IT Resonance, Inc.; and Techlink Systems, Inc.; for time-limited, on-call, as-needed, SAP project support services for a collective total not-to-exceed amount of $350,000 annually and $1,750,000 for all five years. Background In 2014, the Information Technology Department posted a Request For Proposal (RFP) to seek qualified firms that can provide on-call, time-limited, project-based IT professional services on an as-needed basis, (CMR 4677) and (CMR 5454). In 2015, the City of Palo Alto Page 2 Information Technology department posted an RFP to seek qualified firms that can provide on-call, time-limited SAP project support services on an as-needed basis, (CMR 5956) and (CMR 7868). Seven contracts were awarded resulting from the IT on-call RFP and seven contracts were awarded from the SAP on-call RFP. Since the technology needs span across many domains, the City needs multiple vendors to ensure the appropriate array of domain expertise options are available. Discussion As the contracts from the 2014 and 2015 RFP’s sunset, staff issued two new RFPs for IT and SAP time-limited, as-needed, on-call project support services in 2019. This new RFP process sought to again identify multiple qualified firms that can provide such project support services on an as-needed basis. Under the recommended IT on-call and SAP on-call project support contracts, vendors are not guaranteed or assured of any specific quantity of work to be performed. Work under the contracts is assigned by the City by written Task Order. If work is performed by any one or more consultants, the City will ensure that the aggregate total compensation to all vendors will not exceed $480,000 for IT project support and $350,000 for SAP project support, respectively per year. The term for both sets of contracts is from July 1, 2020 through June 30, 2025. The time-limited, on-call project support services that staff typically seeks for IT as- needed services include, but are not limited to: • SharePoint implementation and development projects (building and maintaining SharePoint Sites for City departments) • Application software development projects (CitySelfie, for example, the City’s key card badging system) • System architecture, design, and solution projects • Email security projects • Mobile data management projects (protecting City information on employee cell phones) • Enterprise data governance projects • Disaster recovery and business continuity projects (emergency preparedness) The time-limited, on-call project support services that staff typically seeks for SAP as- needed services include, but are not limited to: • SAP customization and configuration projects for modules including Finance, Payroll and Human Resources • Configuration and customization projects for business intelligence / data warehouse • Specialized SAP Basis configuration and administration projects • SAP, Oracle and HANA Database Administration projects • SAP application implementation and enhancement projects City of Palo Alto Page 3 In evaluating the proposals under the RFPs, cost, effectiveness of the solution, and prior record with other cities, were a few of the criteria used to select the vendors best suited for the City’s needs. Details of the RFP processes are below: RFP Issued (RFP 174582 and RFP 174583) July 16, 2019 Pre-Proposal Meeting – Non-Mandatory July 22, 2019 Deadline for questions, clarifications July 26, 2019 Proposals Due August 13, 2019 Proposals Received 10 for IT on-call and 11 for SAP on-call Finalist Identified 10 for IT on-call and 10 for SAP on-call Number of Vendors Selected for Contract 7 for IT on-call and 6 for SAP on-call As staff engages with the contractors for these time-limited, on-call project support services, staff will select the contractor with the best value proposal for the applicable services, including cost as a factor, and will seek to negotiate an economical rate for the project support services being sought. The contracts are on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. In addition, given that these are on-call contracts with the work performed only if assigned by Task Order, the City has additional flexibility under these contracts in the event of a challenging budget situation. Resource Impact The annual funding for these contracts is currently budgeted in the Information Technology Fund which was approved in the Fiscal Year 2020 adopted budget. Funding for future years of the contracts will be subject to approval through the annual budgeting process. Stakeholder Engagement Vendors were evaluated by City Staff and chosen through the City’s RFP process, RFP No. 174582 and RFP No. 174583. City of Palo Alto Page 4 Environmental Review Approval of these contracts does not constitute a project under the California Environmental Quality Act (CEQA); therefore, an Environmental Assessment is not required. Attachments: • Attachment A: Links to Contracts Attachment A: IT On-Call Project Support Services: • Genuent Global, LLC C20174582A • AgreeYa Solutions, INC. C20174582B • Elegant Enterprise-Wide Solutions, INC. C20174582C • Forsys, INC. C20174582D • Object Technology Solutions, INC C20174582E • Techlink Systems, INC. C20174582F • Zion Clouds, C20174582G SAP On-Call Project Support Services: • Avertra Corporation, C20174583A • The Peloton Group, LLC, C20174583B • ETECH-360, INC. C20174583C • V3iT Consulting, INC. C20174583D • IT Resonance, INC. C20174583E • Techlink Systems, INC. C20174583F City of Palo Alto (ID # 11361) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approval of Agreement with Midpeninsula Community Media Center Title: Approval of Agreement Between the City of Palo Alto and the Midpeninsula Community Media Center, Inc., for Cablecasting, Production, and Streaming Services, From July 1, 2020 Through June 30, 2023, for an Annual Amount of $160,000, With Two One-year Options to Extend (for a Potential Five-year Total Not-to-Exceed Amount of $800,000) From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council approve a three-year agreement (Attachment A) between the City of Palo Alto and Midpeninsula Community Media Center, Inc., from July 1, 2020 through June 30, 2023, in an amount not to exceed $160,000 per year, with two one-year options to extend (for a potential total not to exceed amount of $800,000 for a five-year term), for cablecasting, production and streaming services. Background In 1983, a Joint Powers Agreement (JPA agreement) was entered into by the cities of Palo Alto, Menlo Park, East Palo Alto, the Town of Atherton, and San Mateo and Santa Clara counties for the purposes of obtaining cable television service within these jurisdictions (only portions of the counties are covered). The JPA agreement gives the City of Palo Alto (the City) the sole authority to act on behalf of the Joint Powers communities. Cable franchise holders provide various forms of compensation (franchise fees and public, education, and government (PEG) fees) to pay for the use of the Joint Powers’ public rights-of-way. The City’s Cable Television Ordinance provides that the City may designate a nonprofit entity to serve the Joint Powers by providing PEG facilities, programming and related services. Midpeninsula Community Media Center, Inc. (Midpen Media) has served in this capacity since the early 1990’s, through a series of agreements. In 2000, as part of the sale of Cable Co-op to AT&T, Midpen Media received a $17 million charitable donation. This donation was used to purchase a state-of-the-art studio, video production and training facility located at 900 San City of Palo Alto Page 2 Antonio Road in Palo Alto. The donation monies are also used, on an ongoing basis, to fund a portion of Midpen Media’s annual operating expenditures. Since Midpen Media owns its video production facility and has ongoing income from the AT&T donation to supplement its operating expenditures, there is a significant barrier to entry for any other provider of these services. Bringing in a new provider would require an extensive and complex implementation process involving the City’s IT department and the new service provider. As such, the solicitation of bids for this agreement would be impracticable in accordance with PAMC Section 2.30.360(b)(2). In January 2020, the Palo Alto City Council, representing the Joint Powers, approved a new five- year agreement with Midpen Media. This Agreement includes a new set of standard hourly rates to be used by Joint Powers’ communities when contracting with Midpen Media for cablecasting and streaming government meetings. In its continuing role, Midpen Media administers the Joint Powers’ seven local PEG channels, broadcasts local community programs, provides gavel-to-gavel coverage of local government meetings, offers video production classes and workshops to community members, and provides local election coverage. In 2019, Midpen Media provided gavel-to-gavel coverage of 379 live government meetings and produced a total of 358 local programs. During the current state of emergency due to COVID-19, Midpen Media has assisted the City with streaming Council meetings live via YouTube and Zoom. Starting in 2020, the Joint Powers’ instituted a new arrangement for funding the services provided by Midpen Media. Going forward, Joint Powers’ members will use PEG fee revenue to pay for PEG related capital projects of individual members. Anytime a member agency uses PEG fee revenue, it agrees to provide a matching grant to Midpen Media. In March 2020, the City was the first Joint Powers’ member to provide a matching grant to Midpen Media, in the amount of $511,536 (CMR 11006). The City will use PEG fees to fund a portion of its Council Chambers Upgrade (TE-19001) project. Although it is expected that the City’s qualifying PEG-related capital expenditures will exceed this amount, the grant allowed the City to initiate funding of Midpen Media services. The City’s existing cablecasting, production and streaming services agreement with Midpen Media was approved by the City Council on June 27, 2017 (CMR 8087) and expires on June 30, 2020. Discussion Staff recommends that Council approve a new three-year agreement with Midpen Media, with two one-year options to extend, in an amount not to exceed $160,000 per year, starting on July 1, 2020. This agreement funds: 1) cablecasting of Palo Alto City Council, Council Committee, Board and Commission, and Citizen Advisory Committee meetings; 2) cablecasting of the Mayor’s State of the City address, the annual City Council retreat, and other special events; 3) recording of Utility Department workshops and special events; 4) I-Net operational support services; and 5) streaming and archiving services. Midpen Media will bill for these services City of Palo Alto Page 3 monthly based upon the standard rates established in the PEG Support Services Agreement with the Joint Powers, approved by the Palo Alto City Council on January 27, 2020. This agreement is proposed for up to a five-year time period to be consistent with the term of the PEG Support Services Agreement. The new agreement adds scope for the recording of Utility Department workshops and special events (in an amount not to exceed $20,000 per year) and $5,000 to the existing contract value for CPI rate increases. It also includes a new provision that allows the City to notify Midpen Media that the cablecast of meetings are no longer required or are not required for a period of time. If this contract extension is not approved, there would be a startup period where the City would need to hire additional staff or assign current City staff to take on videography duties, purchase any necessary equipment and/or software, and develop the process/procedures needed for channel switching and archiving meetings. The City may not be able to televise meetings on the government channel or archive meetings until this effort is finalized. Also, funding for this alternative is anticipated to be more than the $160,000 annual cost paid to Midpen Media for these services. Either party may terminate the agreement with six months prior written notice. Resource Impact Funds for this agreement are included in the Information Technology Department’s Fiscal Year Proposed Budget (in the amount of $140,000) and in the Utility Department’s Fiscal Year Proposed Budget (in the amount of $20,000), subject to City Council adoption in June 2020. Policy Implications The approval of this contract is consistent with existing City policies and with the Council designation of Midpen Media as the PEG Service Provider for the Joint Powers responsible for cablecasting government meetings. Stakeholder Engagement Staff has coordinated with the Media Center on this agreement. Environmental Review The proposed contract is not a project under the California Environmental Quality Act. Attachments: • Attachment A: Media Center Contract 2020050801 1 CONTRACT NO. C20179158 BETWEEN CITY OF PALO ALTO AND MIDPENINSULA COMMUNITY MEDIA CENTER, INC. FOR CABLECASTING, PRODUCTION, AND STREAMING SERVICES This Cablecasting, Production, and Streaming Services Agreement (the “Agreement”), dated as of July 1, 2020, is entered into by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "City"), and the MIDPENINSULA COMMUNITY MEDIA CENTER, INC., a corporation organized under the California Nonprofit Public Benefit Corporation Law ("Midpen Media") (individually, a “Party” and, collectively, the “Parties”), in reference to the following facts and circumstances: RECITALS: 1. The City is a party to the Amended and Restated Joint Exercise of Powers Agreement, dated June 23, 2009, and as hereinafter may be amended ("JPA Agreement"), by and between the Cities of Palo Alto, East Palo Alto and Menlo Park, the Town of Atherton and the Counties of San Mateo and Santa Clara (collectively, “Joint Powers” or “JPA”), and is authorized to act on behalf of the JPA members. 2. The City desires to provide support for the use of cable television public, educational, and government (“PEG”) access channels provided pursuant to federal and City law. 3. Pursuant to the Digital Infrastructure and Video Competition Act of 2006, codified at Cal. Util. Code §§ 5800 et seq. (“DIVCA”), the California Public Utilities Commission (“CPUC”) has granted separate video franchises to AT&T and Comcast to serve areas that include the jurisdictions of the JPA members. (AT&T, Comcast and any other entity franchised by the CPUC as a video service provider to provide video service within the jurisdictional area of any JPA member is referred to, individually, as “Cable Company” and, collectively, as “Cable Companies”.) 4. DIVCA permits, and the City’s Cable Television Ordinance No. 4636, adopted May 8, 2000, provides that (A) the City may designate a nonprofit access management entity (“Access Corporation”) to operate and administer PEG access facilities, equipment and channels (“PEG Facilities” or "PEG Facilities and Channels,” as appropriate), (B) certain channel capacity shall be provided by Cable Companies for PEG access, (C) certain ongoing payments shall be made by Cable Companies for PEG Facilities, and (D) certain services shall be provided by Cable Companies for PEG Facilities. 5. By an Agreement between the City and Midpen Media, dated July 1, 2017, Midpen Media agreed to provide certain services to the City relating to support of City governmental access programming. 2020050801 2 6. The City, by City Council Resolution No. 8100, adopted October 22, 2001, has designated Midpen Media as the Access Corporation to operate and manage the PEG Facilities and Channels. Midpen Media has served in such capacity since 2001, through a series of agreements. 7. By an Agreement between the City and Midpen Media, dated February 25, 2020, and expiring on February 25, 2025, Midpen Media agreed to provide certain services to the City and the JPA relating to support of PEG and City governmental access programming. 8. Midpen Media has agreed to continue to serve as the Access Corporation designated by the City and to serve the JPA community by providing PEG access facilities, programming and services. 9. The City wishes Midpen Media to continue to provide, and Midpen Media wishes to provide, to the City certain services relating to and supporting the development, production, cablecasting and video streaming of City governmental access programming. NOW, THEREFORE, in consideration of the recitals and the following mutual covenants, terms and conditions, the Parties agree: SECTION 1. TERM OF AGREEMENT; TERMINATION 1.1 The term of this Agreement is three (3) years, commencing on July 1, 2020, unless it is terminated earlier, as provided in this Agreement. 1.2 This Agreement may be extended, by mutual agreement of the Parties, in writing, for up to two (2) additional one-year periods. 1.3 On or before January 1, 2023, the Media Center shall give the City written notice of its intention to seek an extension. If the Agreement is extended, on or before January 1, 2024, the Media Center shall give the City written notice of its intention to seek an additional extension. 1.4 On or before March 31, 2023 (and March 31, 2024, if the Agreement is extended in 2023), the City shall respond to the Media Center’s request for an extension, stating either the City’s decision to extend or not to extend. The City shall not be required to provide any reason for approving or denying the Media Center’s request. 1.5 Either Party may terminate this Agreement for convenience, on not less than one hundred eighty (180) days’ prior written notice. SECTION 2. SCOPE OF SERVICES AND COMPENSATION 2.1 General. Midpen Media's work for the City shall be scheduled at the City’s convenience based on the deadlines mutually agreed to between Midpen Media and the City. Absence of Midpen Media’s staff will not justify Midpen Media’s failure to comply with 2020050801 3 deadlines. Midpen Media will provide technical expertise and trained staff for City projects. Midpen Media will operate and maintain equipment for City projects. 2.2 Administration. Midpen Media shall maintain a backup library of electronic recordings or DVDs of City meetings recorded under this Agreement for a period of one year after the expiration of the term. 2.3 Marketing and Publicity. Midpen Media will provide marketing and publicity of City programs, including, but not limited to, television and digital signage announcements. The City will augment this publicity as needed. 2.4 Services and Compensation. 2.4.1 Cablecasting services: Midpen Media shall cablecast all City Council, Commission, Board and Committee meetings, as set forth in Exhibit A, attached hereto and made a part hereof. These meetings will be aired on Government Access Channel 26; in the event Midpen Media Center cablecasts two City meetings at the same time, the second meeting will be aired on Government Access Channel 29 or in accordance with the JPA’s government channel policies and procedures when there is a scheduling conflict with another JPA member. Midpen Media shall bill the City on a monthly basis, at the hourly rates set forth in Exhibit B, attached hereto made a part hereof, for actual cablecasting hours. 2.4.2 Other production services, special events, and support services for City emergency operations: Midpen Media shall cablecast the Mayor’s State of the City address and the annual City Council retreat. Midpen Media will provide support services for City emergency operations as needed. Other video production needs may be identified during the year. Midpen Media shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.2.1 Other productions and special events. (A) The City will attempt to provide a minimum of five (5) business days prior written notice of its desire to have other productions, special events or activities recorded. Subject to any pre-existing contractual obligations and personnel and equipment availability, Midpen Media shall attempt to provide the services requested by the City. 2.4.3 Streaming services: Midpen Media shall stream live any meeting cablecast on Government Access Channels. These Internet streams shall be accessible to users of established computer operating systems, devices, and internet browsers. (A) Midpen Media shall index and archive City meetings and post links to meeting archives on the Midpen Media website. Midpen Media shall make reasonable efforts to post meeting recordings on the Midpen Media website within two (2) business days following each meeting, and shall remain continuously available thereafter. Midpen Media shall use YouTube for indexing and archiving services, subject to YouTube’s then-current availability and access policies. Any alternate format shall be mutually agreed to by the Parties. 2020050801 4 (B) Midpen Media shall notify the City within two (2) hours of discovering that its website is disabled or off line, or any of the archived City recordings is unavailable to the public. Midpen Media shall make reasonable and diligent and efforts, working with YouTube as necessary, to restore access as soon as reasonably practicable, and will provide the City with timely updates regarding progress. (C) On termination or expiration of this Agreement as provided in Section 1, Midpen Media shall deliver to the City a complete copy of all archived recordings on media provided by the City, in a machine-readable format mutually agreed-upon by the parties, within 30 days. This paragraph shall survive the termination or expiration of this Agreement. Midpen Media shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.4 Institutional Network (I-Net) services: Midpen Media shall provide operational support services for the I-Net as needed. Midpen Media shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.5 City’s Utilities Department special events: Midpen Media shall record Utilities Department special events (including, but not limited to, meetings, workshops, and Facility Manager meetings) or as requested by the Manager of Utilities Program Services or his/her designee, provided five working days’ notice is given. Midpen Media shall bill the City on a monthly basis for hours associated with these services, in accordance with the hourly rates set forth in Exhibit B. 2.4.6 Compensation: The total amount of Midpen Media's billings shall not exceed One Hundred Sixty Thousand Dollars ($160,000) per year. Of this amount, Midpen Media’s billings for Utilities Department events as described in Section 2.4.5 above shall not exceed Twenty Thousand Dollars ($20,000) per year. 2.4.7 Prompt Payment. The City will pay Midpen Media within thirty (30) days of receipt of a proper invoice from Midpen Media. SECTION 3. INDEMNITY; LIMITATION OF LIABILITY 3.1 Midpen Media shall indemnify and defend the City, and its elected and appointed officers and employees (an “Indemnified Party” or collectively “Indemnified Parties”), against any third-party claim (a) arising or resulting from or out of the failure to comply with any applicable laws, rules, regulations or other requirements of local, state or federal authorities, or (b) of libel, slander, invasions of privacy, or infringement of common law or statutory copyright, which claim, directly or indirectly, results from Midpen Media’s use, or Midpen Media’s supervision of use by others, of channels, funds, equipment, facilities or staff granted under this Agreement, City law or the Cable Companies’ CPUC video service franchises. Midpen Media shall pay any costs or damages finally awarded by a court of competent jurisdiction or agreed upon in settlement. Midpen Media’s obligation under this Section are contingent on Midpen 2020050801 5 Media receiving prompt notice of any claim from the applicable Indemnified Party, sole control of the defense and settlement of any dispute (provided that an Indemnified Party may participate in such defense with counsel of its own choice at its own cost), and reasonable cooperation, at Midpen Media’s sole expense, from the Indemnified Parties. 3.2 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MIDPEN MEDIA’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $1,000,000. THIS SECTION DOES NOT LIMIT EITHER PARTY’S LIABILITY FOR BODILY INJURY OR PROPERTY DAMAGE. SECTION 4. COPYRIGHTS 4.1 The City shall own the copyright of any programs created or produced as a result of this Agreement, and Midpen Media shall make no claim of copyright or ownership of any such programming. SECTION 5. DISTRIBUTION RIGHTS 5.1 Unless otherwise directed by the City, Midpen Media shall ensure that all programs produced under this Agreement shall be distributed on the governmental access channel(s) and the web, as described in this Agreement. This paragraph shall not be interpreted to restrict other distribution (beyond distribution on the channel(s) authorized by this Agreement), so long as such other distribution is with the prior written consent of the City and consistent with any pertinent guidelines established by the City, applicable PEG access operating policies and procedures, and applicable law. SECTION 6. INSURANCE 6.1 Midpen Media, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit “C”, attached hereto and made a part hereof, and as follows in Section 6.1(A). Midpen Media and its contractors, if any, shall obtain a policy endorsement naming CITY as additional insured under any general liability or automobile policy or policies. (A) Cablecasters’ Errors and Omissions Insurance in an amount not less than $1,000,000, each occurrence and aggregate covering the content of productions which are cablecast on the access channel(s) in, at a minimum, the following areas: libel and slander; copyright or trademark infringement; infliction of emotional distress; invasion of privacy; plagiarism; and the misuse of musical or literary materials. 6.2 All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are authorized to transact insurance business in the State of California. Any and all contractors of Midpen Media retained to perform 2020050801 6 services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming the CITY as additional insured under such policies as required above. 6.3 Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this agreement. The certificates will be subject to the approval of the City’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. Midpen Media shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of Midpen Media’s receipt of such notice. Midpen Media shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 6.4 The procuring of such required policy or policies of insurance will not be construed to limit Midpen Media’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, Midpen Media will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 7. NONDISCRIMINATION 7.1 Midpen Media shall not discriminate against any person, employee or applicant for employment or subcontractor on the basis of race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. 7.2 Midpen Media shall not discriminate in the delivery of services on the basis race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. SECTION 8. INDEPENDENT CONTRACTOR 8.1 It is understood and agreed that Midpen Media is an independent contractor and that no relationship of principal and agent or employer and employee exists between the Parties. If in the performance of this Agreement any third persons are employed by Midpen Media, such persons shall be entirely and exclusively under the control, direction and supervision of Midpen Media. All terms of employment, including hours, wages, working conditions, discipline, hiring and discharging or any other term of employment shall be determined by Midpen Media, and the City shall have no right or authority over such persons or terms of employment. SECTION 9. ASSIGNMENT 9.1 Neither this Agreement, nor any interest herein, nor control of Midpen Media shall be assigned, encumbered or transferred by Midpen Media or its current board or members to any 2020050801 7 other person, either directly or indirectly, except as may be expressly authorized in writing by the City prior to any such assignment, encumbrance or transfer. SECTION 10. RECORDS 10.1 Midpen Media shall maintain all necessary books and records, in accordance with generally accepted accounting principles. 10.2 Upon receipt of a reasonable request of the City, Midpen Media shall, at any time during its normal business hours, make available to the City or its agents or representatives all of its records with respect to all matters covered by this Agreement. SECTION 11. NON-APPROPRIATIONS 11.1 The provisions of this Agreement are subject to the fiscal provisions of the City Charter and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any City fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within the City's fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for this Agreement are no longer available. SECTION 12. DEFAULT; REMEDIES FOR DEFAULT 12.1 Midpen Media shall be in default of this Agreement if it fails to perform any of its material obligations under this Agreement. If the Media Center fails to cure a default within forty-five (45) days after the City gives Mipen Media notice of default, the City shall give written notice to the Media Center that it has materially breached this Agreement, and the notice of termination shall become effective on the date specified in the notice by the City. 12.2 Section 12.1 notwithstanding, Midpen Media shall be in immediate default of this Agreement if any of its officers, employees, or agents misappropriates public funds provided to Midpen Media under this Agreement by the City or any Cable Company pursuant to a franchise agreement, or if it fails to obtain and maintain its tax exemption status under Section 501(c)(3) of the Internal Revenue Code of 1986. SECTION 13. NOTICES 13.1 All notices and other communications to be given by either Party may be given, in writing, by depositing the same in the United States mail, postage prepaid and addressed to the appropriate Party, as follows: To City: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 2020050801 8 To Midpen Media: Midpeninsula Community Media Center, Inc. 900 San Antonio Road Palo Alto, CA 94303 13.2 Any Party may change its address for notice by written notice to the other Party at any time. SECTION 14. MISCELLANEOUS PROVISIONS 14.1 Time is of the essence in this Agreement in the performance of all covenants, terms and conditions of this Agreement. 14.2 Each Party agrees to execute all documents and do all things necessary and appropriate to carry out the provisions of this Agreement. 14.3 The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. 14.4 This Agreement shall be governed and interpreted in accordance with the laws of the State of California, without regard to its conflicts of law rules or principles. 14.5 In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 14.6 The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 14.7 All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 14.8 This Agreement is the entire agreement of the Parties and supersedes all prior negotiations and agreements whether written or oral. This Agreement may be amended only by written agreement and no purported oral amendment to this Agreement shall be valid. 14.9 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. 14.10 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. 2020050801 9 IN WITNESS WHEREOF, the Parties by their duly appointed representatives have executed this Agreement as of the date written above. ATTEST: CITY OF PALO ALTO: __________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: MIDPENINSULA COMMUNITY MEDIA CENTER, INC. __________________________ City Attorney or Designee By: __________________________ APPROVED: Name: ________________________ __________________________ Title: __________________________ City Manager Taxpayer Identification No. _____________________________ Chief Information Officer __________________________________ __________________________ Risk Manager Board President Less Lincoln 2020050801 10 EXHIBIT A Midpen Media shall cablecast the following meetings: • All Palo Alto City Council meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto Planning and Transportation Commission meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto Utilities Advisory Commission meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto City Council Finance Committee meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto City Council Policy and Services Committee meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto Architectural Review Board meetings held in the City Council Chambers or Community Meeting Room • All Palo Alto Historic Resources Board meetings held in the City Council Chambers or Community Meeting Room • All Human Relations Commission meetings held in the City Council Chambers or Council Conference Room • All Library Advisory Commission meetings held in the City Council Chambers or Community Meeting Room • All Parks and Recreation Commission meetings held in the City Council Chambers or Community Meeting Room • All Public Art Commission meetings held in the City Council Chambers or Community Meeting Room • All City Council Rail Committee meetings held in the City Council Chambers or the Community Meeting Room • All meetings of any other ad hoc or regular City Council committee that may be established by the City Council, in the City Council Chambers or the Community Meeting Room • Citizen Advisory Committee meetings • Any special meetings as requested by the Palo Alto City Council or Palo Alto City Manager or his designee, provided five working days’ notice is given 2020050801 11 City may notify Midpen Media that the cablecast of any of the above meetings are not required for a certain date(s) or period of time. Further, if any of the legislative or advisory bodies listed no longer require cablecasting, City will notify Midpen Media. City may request that Midpen Media cablecast the meetings of other bodies formed during the term of this Agreement; the cablecasting of these additional meetings may be added by a writing signed by City’s Cable Coordinator and Midpen Media’s Chief Executive Officer. 2020050801 12 EXHIBIT “B” SCHEDULE OF RATES Midpen Media shall charge City according to the following schedule of rates for performing the following services related to governmental access programming: Meeting Coverage (three-hour minimum): City Hall Video Coverage: $112.00 per hour Single Camera Coverage with City equipment at location: $112.00 per hour Single Camera Coverage with Media Center equipment: $127.00 per hour Remote video coverage with the studio $287.00 per hour in a box. Crew of 3 requires 4.0 hrs/set up, plus breakdown and transportation time (minimum of 2 hrs of meeting coverage) Parking Permit Reimbursement for meetings starting Visitor Permit Fee Before 3pm Cancellation fee (for City’s cancellation of scheduled Midpen Media coverage without 24 hours' prior notice the Midpen Media): $287.00 flat fee Additional Services: Web indexing and archiving: $203.00 per meeting Server storage for archived meetings: $164.00 per month Video clip preparation: $105.00 per hour I-Net Services: $145.00 per hour Program Development: Site visit and planning: $145.00 per hour Videography with equipment: $120.00 per hour Editing: $105.00 per hour Hosting and preparation: $145.00 per hour Studio crew per person: $65.00 per hour Technical Consult/Troubleshooting $145.00 per hour Duplication of videotapes/DVD’s of meetings: Meetings under two hours $25.00 per dup Meetings over two hours $35.00 per dup The foregoing rates shall remain unchanged though December 31, 2020. Thereafter, the Midpen Media may increase these rates, no more often than once per calendar year, provided that, absent the prior consent of the City, any such increase in rates shall not exceed the amount of the increase in the Consumer Price Index – All Urban Consumers for the San Francisco-Oakland-San Jose MSA during the preceding calendar year. 2020050801 13 EXHIBIT “C” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, CABLECASTER’S ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE, LIBEL AND SLANDER; COPYRIGHT OR TRADEMARK INFRINGEMENT; INFLICTION OF EMOTIONAL DISTRESS; INVASION OF PRIVACY; PLAGIARISM; AND THE MISUSE OF MUSICAL OR LITERARY MATERIALS ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” 2020050801 14 A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSDWVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION$ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/19/2020 License # 0L53977 (408) 872-1322 105 (408) 647-2193 22292 Midpeninsula Community Media Center, Inc 900 San Antonio Rd Palo Alto, CA 94303 19046 25895 A 1,000,000 X X ZHF916060309 6/1/2019 6/1/2020 100,000 10,000 2,000,000 2,000,000 1,000,000B BA5N384424 6/1/2019 6/1/2020 2,000,000A UHF911345908 6/1/2019 6/1/2020 2,000,000 0 C FIDUCIARY NDO1573909 7/18/2017 1,000,000 A Errors & Omissions LHF D933833 00 6/7/2019 6/7/2020 $10,000 Deductible 1,000,000 The City of Palo Alto, its council members, officers, agents and employees are additional insured as per written contract and where allowed by law, the coverage is primary and non-contributory and waiver of subrogation applies. City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 MIDPCOM-01 WNORKOLI Prevot & Associates Insurance 12280 Saratoga Sunnyvale Road Suite 216 Saratoga, CA 95070 Wendy Norkoli wnorkoli@prevotassociates.com Hanover Insurance Company Travelers Casualty Insurance Company of Americ United States Liability Insurance 7/18/2020 X X X X X X X X X 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract, Agreement or Permit Included 2. Additional Insured – Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage – Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause lncluded 8. Medical Payments – Extended Reporting Period Included 9. Newly Acquired or Formed Organizations - Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify Included This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or Permit The following is added to SECTION II – WHO IS AN INSURED: Additional Insured by Contract, Agreement or Permit a. Any person or organization with whom you agreed in a written contract, written agreement or permit that such person or organization to add an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: (1) "Your work" for the additional insured(s) designated in the contract, agreement or permit; (2) Premises you own, rent, lease or occupy; or (3) Your maintenance, operation or use of equipment leased to you. b. The insurance afforded to such additional insured described above: (1) Only applies to the extent permitted by law; and (2) Will not be broader than the insurance which you are required by the contract, agreement or permit to provide for such additional insured. ZHF 9160603 08 5701730 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 4 (3) Applies on a primary basis if that is required by the written contract, written agreement or permit. (4) Will not be broader than coverage provided to any other insured. (5) Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. c. This provision does not apply: (1) Unless the written contract or written agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal injury and advertising injury". (2) To any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. (3) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the “bodily injury”, “property damage”, “personal and advertising injury” arises out of sole negligence of the lessor (4) To any: (a) Owners or other interests from. whom land has been leased which takes place after the lease for the land ex- pires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The "bodily injury", "property damage", "personal injury" or "advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. d. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1. Required by the contract, agreement or permit described in Paragraph a.; or 2. Available under the applicable Limits of Insurance shown in the Declarations. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. 2. Additional Insured – Primary and Non- Contributory The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 4. Other insurance: Additional Insured – Primary and Non- Contributory If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II – WHO IS AN INSURED, is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (1) For the sole negligence of the Additional Insured; (2) When the Additional Insured is an Additional Insured under another primary liability policy; or (3) when b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in c. below. ZHF 9160603 08 5701730 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 4 b. Excess Insurance (1) This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (b) That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; (c) That is insurance purchased by the Additional Insured to cover the Additional Insured’s liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I – COVERAGE A – BODILY INURY AND PROPERTY DAMAGE LIABILITY. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers 3. Blanket Waiver of Subrogation The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damage under this coverage form. The damage must arise out of your activities under a written contract with that person or organization. This waiver applies only to the extent that subrogation is waived under a written contract executed prior to the “occurrence” or offense giving rise to such payments. 4. Bodily Injury Redefined SECTION V – DEFINITIONS, Definition 3. “bodily injury” is replaced by the following: 3. “Bodily injury” means bodily injury, sickness or disease sustained by a person including death resulting from any of these at any time. “Bodily injury” includes mental anguish or other mental injury resulting from “bodily injury”. 5. Broad Form Property Damage – Borrowed Equipment, Customers Goods, Use of Elevators a. SECTION I – COVERAGES, COVERAGE A – BODILIY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions subparagraph j. is amended as follows: Paragraph (4) does not apply to "property damage" to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4) and (6) do not apply to "property damage" to "customers goods" while on your premises nor do they apply to the use of elevators at premises you own, rent, lease or occupy. b. The following is added to SECTION V – DEFINTIONS: 24. "Customers goods" means property of your customer on your premises for the purpose of being: ZHF 9160603 08 5701730 421-2915 06 15 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 4 a. worked on; or b. used in your manufacturing process. c. The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent 6. Knowledge of Occurrence The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: e. Notice of an "occurrence", offense, claim or "suit" will be considered knowledge of the insured if reported to an individual named insured, partner, executive officer or an "employee" designated by you to give us such a notice. 7. Liberalization Clause The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: Liberalization Clause If we adopt any revision that would broaden the coverage under this Coverage Form without additional premium, within 45 days prior to or during the policy period, the broadened coverage will immediately apply to this Coverage Part. 8. Medical Payments – Extended Reporting Period a. SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS, Paragraph 1. Insuring Agreement, subparagraph a.(3)(b) is replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and b. This coverage does not apply if COVERAGE C – MEDICAL PAYMENTS is excluded either by the provisions of the Coverage Part or by endorsement. 9. Newly Acquired Or Formed Organizations SECTION II – WHO IS AN INSURED, Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period. 10. Non-Owned Watercraft SECTION I – COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Paragraph 2. Exclusions, subparagraph g.(2) is replaced by the following: g. Aircraft, Auto Or Watercraft (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons or property for a charge; This provision applies to any person who, with your consent, either uses or is responsible for the use of a watercraft. 11. Supplementary Payments Increased Limits SECTION I – SUPPLEMENTARY PAYMENTS COVERAGES A AND B, Paragraphs 1.b. and 1.d. are replaced by the following: 1.b. Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 1.d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or “suit", including actual loss of earnings up to $1000 a day because of time off from work. 12. Unintentional Failure to Disclose Hazards The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 6. Representations: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. 13. Unintentional Failure to Notify The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Your rights afforded under this policy shall not be prejudiced if you fail to give us notice of an "occurrence", offense, claim or "suit", solely due to your reasonable and documented belief that the "bodily injury" or "property damage" is not covered under this policy. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. ZHF 9160603 08 5701730 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION$ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 3/19/2020 Risk Strategies Company 700 Airport Boulevard, Suite 300 Burlingame, CA 94010 650-762-0400 Hartford Insurance Company of MidW 37478 A 57 WEC LR2759 10/1/2019 10/1/2020 3 1,000,000 1,000,000 1,000,000 Mike Christian Sara Alamayehu salemayehu@risk-strategies.com MIDPENINSULA COMMUNITY MEDIA CENTER, INC. 900 SAN ANTONIO RD PALO ALTO CA 94303 54662521 City of Palo Alto 250 Hamilton Avenue Palo Alto CA 94303 Evidence of Coverage 54662521 | 19-20 WC | Lucy Faleofa | 3/19/2020 10:26:37 AM (PDT) | Page 1 of 1 City of Palo Alto (ID # 11380) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: 1700 & 1730 Embarcadero Rd: Appeal of Director's Decision Title: QUASI-JUDICIAL. 1700-1730 Embarcadero Road [20APL-00002 and 19PLN-00291]: Appeal of Director’s Approval of a Major Architectural Review to Address the Following Outstanding Issues for a Previously Approved Auto Dealership Project: Color, Landscaping, Parapets, Lighting, Transportation Demand Management Plan, County Airport Land Use Commission Review; and Floor Area Ratio. Environmental Assessment: Addendum to an Initial Study/Mitigated Negative Declaration That was Adopted for the Project on June 24, 2019. Zoning District: CS(D)(AD) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council adopt the attached Record of Land Use Action1 denying the appeal upholding the Planning and Development Services (PDS) Director’s approval of an Architectural Review application and confirming the proposed project as consistent with the Council-adopted Initial Study/Mitigated Negative Declaration pursuant to the California Environmental Quality Act.2 Background On June 24, 20193, the City Council conditionally approved applications for two new automobile dealerships at the subject property.4 As a condition of approval, the City Council directed the applicant re-apply for a new architectural review application to address unresolved issues 1 See Attachment A 2 Environmental documents are available online at https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4367 3 June 24, 2019 City Council Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/72062 4 Council-approved Record of Land Use Decision is available online at: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4367 City of Palo Alto Page 2 related to compliance with the Bayside Master Plan (building colors and materials) and other minor details.5 Consistent with that direction, a new application was filed and reviewed at two public hearings by the Architectural Review Board;6 the Board recommended project approval to the Director or Planning and Development Services. The application was approved on May 4, 2020 and appealed on May 20th. The appeal statement7 provides the reason for the appeal which is specifically limited to the adjoining property owner’s concern regarding noise emanating from the carwash enclosure. The appellant cites concerns about the noise analysis prepared in 2019 for the dealership and suggests the facility would not be able to operate in compliance with the noise ordinance. The resulting noise, the appellant asserts, would be disruptive to the quiet professional office work environment for occupants of the building on the adjacent property. As explained below, this appeal is not relevant to the action taken on May 4th and represents a request to change project related details that the City Council previously approved. Discussion The appellant’s objection to the carwash is a topic that was raised during the Council’s June 24, 2019 public hearing.8 As part of the Site and Design and Architectural Review applications, the City Council reviewed the placement of the carwash and asked questions about noise generated by the carwash and reviewed documents that included noise mitigation measures and conditions of approval to address noise-related concerns. When approving the project last year, the City Council did not include any additional conditions regarding the carwash or noise. The application that was subsequently filed, and is the subject of this appeal, is not related to the placement or noise generated by the carwash – as these aspects were already approved by Council. The current architectural review application responds to the Council direction for 5 The June 24, 2019 City Council action detail the Co: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=52228.36&BlobID=72794 6 December 19, 2019, ARB Staff Report (https://tinyurl.com/12-19-2019-ARB-Report and minutes (https://tinyurl.com/12-19-2019-ARB-Minutes); March 5, 2020 ARB report (https://tinyurl.com/03-05-2020-ARB- Report) and minutes (https://tinyurl.com/03-05-2020-ARB-Minutes) 7 See Attachment B 8 June 24, 2019 Council Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=71135.72&BlobID=72709 City of Palo Alto Page 3 changes to the building colors, materials, landscaping, lighting and other fine details that were unresolved at time of approval. Overall building mass, layout and circulation were approved last year. Given that the appellant’s only objection to the project, as included in the appeal statement, is limited to the carwash placement and noise, staff finds the appeal not relevant to the subject application. Accordingly, staff is recommending that the City Council decline the appeal, upholding the director’s approval. If pulled off Consent Calendar by three or more Councilmembers, however, the item would be scheduled for a public hearing in August. Regardless of the apparent lack of standing for the appeal, it remains that operation of the carwash must comply with the mitigation measures imposed through the environmental review process and Council-adopted conditions of approval. Staff will measure the operational noise of the carwash following construction and prevent its use if it fails to meet City noise requirements. Stakeholder Engagement Staff has been in contact with the applicant and the appellant in an effort to help address the noise related concerns. At the time this report was written, the appellant was preparing their own noise study to document their concerns. If, through neighbor negotiations, there is an opportunity to satisfy the concerns of both parties, staff will help facilitate resolution in a manner that is consistent with the Council-approved findings and plans. Policy Implications There are no significant policy implications associated with the recommendation in this report. Resource Impacts The recommendation in this report has no significant fiscal or budget impact. Environmental Review An initial study and mitigated negative declaration were previously prepared in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the City’s environmental regulations; and, the City Council adopted those environmental findings on June 24, 2019. The project refinements associated with the subject application are sufficiently addressed in the previous environmental analysis and, therefore, no additional analysis is necessary. Attachments: Attachment A: Draft Record of Land Use Action for Phase 2 (Details) Attachment B: Appeal Letter Attachment C: Project Plans & Environmental Documentation ACTION NO. 2020-____ RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 1700 & 1730 EMBARCADERO ROAD: ARCHITECTURAL REVIEW [19PLN-00291] On ____________, 2020, the Council of the City of Palo Alto approved the Architectural Review application for the demolition of an existing 18,000 square foot vacant restaurant building and a 15,700 Square foot Audi service building and construction of two new automobile dealerships on two separate parcels located in the CS(D)(AD) zoning districts, making the following findings, determinations and declarations: SECTION 1. Background. A. On June 24, 2019, following a public hearing, the City Council adopted Resolutions and adopting the Initial Study/Mitigated Negative Declaration and Mitigation, Monitoring and Reporting Program and approving Site and Design Review of the Project, and Introduced an Ordinance Re-zoning the site. As part of this approval, the Record of Land Use Action required that the applicant submit a subsequent Architectural Review application to address several outstanding items (color, landscaping, parapets, lighting, Transportation Demand Management plan, County Airport Land Use Commission review, and floor area ratio reconciliation). B. Lyle Hutson on behalf of Holman Automotive Group, Inc, property owner, has requested the City’s approval of a development project to allow for the demolition of existing structures and the construction of a two-story automobile dealership with two separate brands and submitted an application to address the certain outstanding issues (“The Project”). C. The project site includes two parcels (APN 008-03-084 [2.54 acres] & APN 008-03-066 [2.28 acres]) totaling 4.82 acres in size. The site is currently developed with an existing single-story 17,942 square foot vacant restaurant and a 22,429 square foot automobile dealership. The site contains and is accessible to existing utilities. The site includes an 80-foot utility easement along East Bayshore Road. The site is designated on the Comprehensive Plan land use map as Service Commercial and is located within the Service Commercial (CS) zoning district with Site and Design (D) and Automobile Dealership (AD) combining districts. The project includes the demolition of existing on-site structures with the exception of the Audi Showroom building and the construction of two new two-story automobile dealership with service facilities, structured parking and a detached car wash building. The application addressed color, landscaping, parapets, lighting, Transportation Demand Management plan, County Airport Land Use Commission review, and floor area ratio reconciliation. D. Following staff review, the Architectural Review Board (ARB) reviewed and recommended approval of the Project on March 5, 2020. The ARB’s recommendations are contained in CMR 11076 and the attachments to it. E. On May 4, 2020, the Director of Planning and Development Services tentatively approved the project. F. On May 20, 2020, Gemma Lim, on behalf of Jin Pi representing the property at 2479 East Bayshore filed an appeal. G. On June 22, 2020, the City Council reviewed the appeal and voted to uphold the Director’s decision and deny the appeal subject to the conditions set forth in Section 4 of this Record of Land Use Action. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is covered by the previous Initial Study and Mitigated Negative Declaration prepared for the prior application (File No. 18PLN-00186) adopted on June 24, 2019. The Mitigated Negative Declaration identifies that the project would create significant impacts to the following topics: Biological resources, cultural resources, geology and soils and transportation/traffic. Each significant impact can be reduced to less than significant with the implementation of mitigation measures. This project is a result of fulfilling a condition of approval to address specific issues of the originally approved project. None of the proposed revisions to the project create any new impacts beyond those identified. Therefore, no new analysis is necessary and an Addendum documents the minor changes. SECTION 3. Architectural Review Findings The design and architecture of the proposed improvements, as conditioned, complies with the Findings for Architectural Review as required in Chapter 18.76 of the PAMC. 1. The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. This finding can be made in the affirmative because the project is consistent with the following Comprehensive Plan goals and policies: Land Use and Community Design Element Comprehensive Plan Goal/Policy Consistency Service Commercial: Facilities providing citywide and regional services and relying on customers arriving by car. These uses do not necessarily benefit from being in high volume pedestrian areas such as shopping centers or Downtown. Typical uses include auto services and dealerships, motels, lumberyards, appliance stores and restaurants, including fast service types. In almost all cases, these uses require good automobile and service access so that customers can The project proposes two automobile dealerships located at Embarcadero Road northeast of Bayshore Freeway. safely load and unload without impeding traffic. In some locations, residential and mixed-use projects may be appropriate in this land use category. Examples of Service Commercial areas include San Antonio Road, El Camino Real and Embarcadero Road northeast of the Bayshore Freeway. Non-residential FARs will range up to 0.4. Consistent with the Comprehensive Plan’s encouragement of housing near transit centers, higher density multi-family housing may be allowed in specific locations. Policy L-1.3: Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. The project is surrounded by established urban uses and is designed to be consistent with the surrounding structures. A portion of the project is adjacent to the Baylands area and is designed to be compatible with the open space area. Policy L-5.1 Foster compact Employment Districts developed in a way that facilitates transit, pedestrian and bicycle travel. Provide mixed uses to reduce the number of auto trips. The project provides a multi-use path that would facilitate pedestrian and bicycle users. This path closes a gap in the city’s planned bicycle network. Policy L-5.2 Provide landscaping, trees, sidewalks, pedestrian path and connections to the citywide bikeway system within Employment Districts. Pursue opportunities to include sidewalks, paths, low water use landscaping, recycled water and trees and remove grass turf in renovation and expansion projects. The project includes updates the pedestrian and bicycle circulation adjacent to the subject property. Proposed plantings are generally drought-tolerant. Trees along Bayshore Road will be consistent with the utility easement requirements and some are regionally indigenous and are drought tolerant. Policy L-5.3 Design paths and sidewalks to be attractive and comfortable and consistent with the character of the area where they are located. The project proposes a multi-use pathway that will close the gap in the City’s planned bicycle network and provide a safer alternative for cyclists. Policy L-5.4 Maintain the East Bayshore and San Antonio Road/Bayshore Corridor areas as diverse business and light industrial districts. The project maintains an automobile dealership and adds another automobile dealership. These will continue the vitality of the district. Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. Project includes a variety of materials such as stucco, metal, glass, and green screens. All of which complement the surrounding buildings in the area. The Bayshore Road elevation is consistent in material and design providing visual interest. Policy L-6.3 Encourage bird-friendly design. Bird friendly glass is included in the project design. Policy L-6.6 Design buildings to complement streets and public spaces; to promote personal safety, public health and wellbeing; and to enhance a sense of community safety. The design of the buildings are sensitive to the streetscape, its surroundings and are consistent with the Baylands Master Plan design guidelines with the buildings having a horizontal design, stepped massing, large overhangs and curved walls. Policy L-9.2 Encourage development that creatively integrates parking into the project, including by locating it behind buildings or underground wherever possible, or by providing for shared use of parking areas. Encourage other alternatives to surface parking lots that minimize the amount of land devoted to parking while still maintaining safe streets, street trees, a vibrant local economy and sufficient parking to meet demand. The project includes very little surface parking and most parking is located within a unique above-ground parking lift structure. Transportation Element Comprehensive Plan Goal/Policy Consistency Program T-1.2.3: Formalize TDM requirements by ordinance and require new developments above a certain size threshold to prepare and implement a TDM Plan to meet specific performance standards. Require regular monitoring/reporting and provide for enforcement with meaningful penalties for non- compliance. The ordinance should also: Establish a list of effective TDM measures that include transit promotion, prepaid transit passes, commuter checks, car sharing, carpooling, parking cash-out, bicycle lockers and showers, shuttles to Caltrain, requiring TMA membership and education and outreach to support the use of these modes. … Establish a mechanism to monitor the success of TDM measures and track the cumulative reduction of peak hour motor vehicle trips. TDM measures should at a minimum achieve the following reduction in peak hour motor vehicle trips, with a focus on single-occupant vehicle trips. Reductions should be based on the rates included in the Institute of Transportation The project submitted a TDM (November 27, 2019) for consideration by the City. Engineers’ Trip Generation Manual for the appropriate land use category and size: - 20 percent reduction Policy T-1.17 Require new office, commercial and multi-family residential developments to provide improvements that improve bicycle and pedestrian connectivity as called for in the 2012 Palo Alto Bicycle + Pedestrian Transportation Plan.] The project provides a multi-use path that will improve the pedestrian and bicycle circulation within the area, consistent with the goals of the Bicycle & Pedestrian Transportation Plan. Policy T-5.6 Strongly encourage the use of below- grade or structured parking, and explore mechanized parking instead of surface parking for new developments of all types while minimizing negative impacts including on groundwater and landscaping where feasible. The project provides structured parking integrated into the building. This is atypical for automobile dealerships. The site includes very little surface parking. 2. The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors, and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. This finding can be made in the affirmative because the project provides specific design details such as matte color finishes, frosted glass parapets, green screens, changes in elevation planes and landscaping that create appropriate transitions and sense of mass that complements its surrounding environment. The project’s proposed lighting plan will not adversely affect the adjacent Baylands during business operations. The lighting plan also demonstrates that during off-business hours, the lighting intensity would be reduced by 50% in certain areas. The project is consistent with the context-based design criteria: 1. Pedestrian and Bicycle Environment The design of new projects shall promote pedestrian walkability, a bicycle friendly environment, and connectivity through design elements The project includes a multi-use path that provides a connection in the Baylands area. The path will include a rest area. 2. Street Building Facades Street facades shall be designed to provide a strong relationship with the sidewalk and the street (s), to create an environment that supports and encourages pedestrian activity through design elements The project includes improved design elements such as matte finish color, frosted glass parapets to limit light pollution, and green screens to provide transitions to the Baylands and break up building mass. The Bayshore Road elevation includes a continuous and cohesive design. 3. Massing and Setbacks Buildings shall be designed to minimize massing and conform to proper setbacks The project includes improved design elements that help with minimizing mass along Embarcadero and Bayshore Road. 4. Low Density Residential Transitions Where new projects are built abutting existing lower scale residential development, care shall be taken to respect the scale and privacy of neighboring properties The project does not abut lower scale residential development. 5. Project Open Space Private and public open space shall be provided so that it is usable for the residents and visitors of the site. The project includes a multi-use path at the perimeter of the project site along the streets. 6. Parking Design Parking shall be accommodated but shall not be allowed to overwhelm the character of the project or detract from the pedestrian environment The project includes parking in above ground parking structures. There is some surface level parking available to customers. 7. Large Multi-Acre Sites Large sites (over one acre) shall be designed so that street, block, and building patterns are consistent with those of the surrounding neighborhood The project is consistent with surrounding development patterns with large setbacks. 8. Sustainability and Green Building Design Project design and materials to achieve sustainability and green building design should be incorporated into the project. The project will be consistent with the City’s Green Building Ordinance. 3. The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project proposes a contemporary design using metal, stucco, glass and green screens. Colors are consistent with the retailer’s brand and complements the Baylands and surrounding buildings using a matte finish. Overall, the colors are softer than the typical Mercedes / Audi Brand, which integrates better with the Baylands. Materials are integrated into a building design that minimizes mass and provides transitions with surrounding development. Visual interest is maintained along both Embarcadero Road and Bayshore Road with the use of changes in planes along elevations and use of different types of materials. The rear of the buildings provide the appropriate transition from urban to natural with the use of green screen walls and plantings. The detached car wash is screened with tall plantings to reduce visual impacts from adjacent properties. 4. The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amount of open space and integrated signage, if applicable, etc.). The project proposes a design that includes an internal merchandise stacking system that reduces the building’s footprint. This reduces the need for a large surface parking area. The project proposes a multi- use path that provides a connection for bicyclists in the Baylands area. This also creates the necessary buffer between the street and the project site. 5. The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. Throughout the building and along the elevations, the landscape materials of the project take advantage of site constraints. The site includes an overhead utility easement where only trees with limited height are allowed. Given the constraints of the overhead utility easement, the plants chosen have the canopy and variation that would provide the appropriate contrast and visual interest along Bayshore Road. The project’s landscape palette includes the appropriate amount of indigenous drought tolerate plants. The building’s facades are covered in green screens where it interfaces with the Baylands. The project also includes off-site tree plants to provide better screening between the Audi building and the Baylands. Additional trees were added onsite between the Mercedes Benz building and Bayshore Road. Overall, substantial new native plantings will integrate with the Baylands. Given the space constraints and the sensitivity of the placement of the car wash building, the use of non-native plantings for the purposes of screening outweighs using native plants. 6. The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. Per the City of Palo Alto planning goals, the project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. The systems proposed for the building will be designed to meet to energy performance criteria of California Title 24 for Mechanical, Lighting, and Building Envelope. The project includes a checklist for non-residential CalGreen and Tier 2 requirements such as electric vehicle charging and parking spaces; water efficiency; energy reach and material conservation and resource efficiency. SECTION 4. Architectural Review Granted Architectural Review is granted by the City Council under Palo Alto Municipal Code Section 18.77.070 for application 19PLN-00291, subject to the conditions of approval in Section 5 of the Record. SECTION 5. Conditions of Approval. Planning Division 1) CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "Mercedes Benz/Audi of Palo Alto, February 5, 2020” stamped as received by the City on February 6, 2020 on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2) BUILDING PERMIT. Apply for a building permit and meet any and all conditions of the Planning, Fire, Public Works, and Building Departments. 3) BUILDING PERMIT PLAN SET. The Record of Land Use Action including all Department conditions of approval for the project shall be printed on the plans submitted for building permits: a. RELOCATION OF TREE: The owner or designee shall demonstrate the relocation of the fruitless olive tree in front of the generator enclosure of the Mercedes Benz building to the adjacent landscape finger area between the enclosure wall where the California Mountain Liliac plants are located and the Chaste Trees on plans prior to the issuance of building permits. b. LOUVER DETAIL: The owner or designee shall indicate on the plans prior to issuance of a building permit that the exterior louvers detail is called out on each applicable elevation and included in the ‘Exterior Finishes’ table with the GL-2 finish. c. FLOOR AREA REVISIONS: The owner or designee shall demonstrate on the building permit plans for review by the Director of Planning & Development Services or designee the following: i. First Floor – MB: Change the breakroom amenity area (434 square feet) for the service department from “dealership floor area” to “excluded floor area” pursuant to Palo Alto Municipal Code (PAMC 18.04.030(65)(B)(v). The breakroom at a minimum shall include a microwave, refrigerator, sink/garbage disposer, vending machine, and seating. ii. Second Floor – MB: Change the breakroom amenity area (403 square feet) for the sales/admin department from “dealership floor area” to “excluded floor area” pursuant to PAMC 18.04.030(65)(B)(v). The breakroom at a minimum shall include a microwave, refrigerator, sink/garbage disposer, vending machine, and seating. iii. Second Floor – MB: Change the cantilevered portion of the mechanical lift over the first floor dealership/showroom area (660 square feet) facing the Bayshore Road elevation from “excluded floor area” to “dealership floor area”. iv. These changes shall be reflected in the overall floor area ratio for the project in a summary table within the project plans. 4) PROJECT MODIFICATIONS: All modifications to the approved project shall be submitted for review and approval prior to construction. If during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. 5) COUNTY AVIGATION EASEMENT: The owner or designee shall fulfill the requirement of the avigation easement dedicated to the City of Palo Alto on behalf of the applicant as required by the County of Santa Clara Airport Land Use Commission prior to the issuance of a building permit. 6) PROJECT EXPIRATION: The project approval shall be valid for through June 24, 2021 (consistent with Record of Land Use Action 2019-09). In these unprecedented times, City Council has approved an automatic extension until the Shelter-in-Place Order is lifted, plus an additional 180 days. In the event a building permit(s), if applicable, is not secured for the project within the time limit specified above, the ARB approval shall expire and be of no further force or effect. Application for extension of this entitlement may be made prior to the one year expiration. 7) INDEMNITY: To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. 8) DEVELOPMENT IMPACT FEES: Estimated Development Impact Fees ($3,834,694.42) plus the applicable public art fee, per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. 9) IMPACT FEE 90-DAY PROTEST PERIOD. 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. 10) FINAL INSPECTION: A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Sheldon S. Ah Sing at sahsing@m-group.us to schedule this inspection. Transportation 11) Vehicle stop line at driveways shall be eight (8) feet behind the multi-use path. Add stop signs at each exit with signage indicating the multi-use path crossing. Applicant to work with City staff on exit signage text/graphics during building permit review. Installation shall occur prior to occupancy. 12) The curb ramp at Embarcadero Road/East Bayshore Road shall be the full width of the multi-use path not including any side flares. The ramp shall connect seamless to the multi-use path with no obstructions. Installation shall occur prior to occupancy. Public Works Urban Forestry 13) PLAN CHANGES. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the (a) project site arborist, or (b) landscape architect with written letter of acceptance before submitting the revision to the Building Department for review by Planning, PW or Urban Forestry. 14) TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20- 2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 15) GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. 16) TREE PROTECTION VERIFICATION. Prior to any site work verification from the contractor that the required protective fencing is in place shall be submitted to the Urban Forestry Section. The fencing shall contain required warning sign and remain in place until final inspection of the project. 17) EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air-spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. 18) PLAN SET REQUIREMENTS. The final Plans submitted for building permit shall include the following information and notes on relevant plan sheets: a. SHEET T-1, BUILDING PERMIT. The building permit plan set will include the City’s full-sized, Sheet T-1 (Tree Protection-it's Part of the Plan!), available on the Development Center website at http://www.cityofpaloalto.org/civicax/filebank/documents/31783. The Applicant shall complete and sign the Tree Disclosure Statement and recognize the Project Arborist Tree Activity Inspection Schedule. Monthly reporting to Urban Forestry/Contractor is mandatory. (Insp. #1: applies to all projects; with tree preservation report: Insp. #1-7 applies) b. The Tree Preservation Report (TPR). All sheets of the Applicant’s TPR approved by the City for full implementation by Contractor, shall be printed on numbered Sheet T-1 (T-2, T-3, etc) and added to the sheet index. c. Plans to show protective tree fencing. The Plan Set (esp. site, demolition, grading & drainage, foundation, irrigation, tree disposition, utility sheets, etc.) must delineate/show the correct configuration of Type I, Type II or Type III fencing around each Regulated Tree, using a bold dashed line enclosing the Tree Protection Zone (Standard Dwg. #605, Sheet T-1; City Tree Technical Manual, Section 6.35-Site Plans); or by using the Project Arborist’s unique diagram for each Tree Protection Zone enclosure. 19) STREET TREES. Prior to issuance of a building permit, the applicant or designee shall demonstrate that any street trees proposed for removal are replaced one-for-one with at least 24” box size and shall be drought tolerant. The applicant shall incorporate the street tree replacements into the overall replacement quantities and update the planting schedule accordingly. 20) TREE PROTECTION COMPLIANCE. The owner and contractor shall implement all protection and inspection schedule measures, design recommendations and construction scheduling as stated in the TPR & Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. Project arborist approval must be obtained and documented in the monthly activity report sent to the City. The mandatory Contractor and Arborist Monthly Tree Activity Report shall be sent monthly to the City (pwps@cityofpaloalto.org) beginning with the initial verification approval, using the template in the Tree Technical Manual, Addendum 11. SECTION 8. Term of Approval. Architectural Review. In the event actual construction of the project is not commenced by June 24, 2021 plus 180 days, the approval shall expire and be of no further force or effect, pursuant to Palo Alto Municipal Code Section 18.77.090. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning & Development Services APPROVED AS TO FORM: ___________________________ Senior Asst. City Attorney PLANS AND DRAWINGS REFERENCED: 1. Those plans prepared by YSM Design entitled “Mercedes Benz/Audi of Palo Alto”, consisting of 149 pages, dated November 6, 2019 with revisions, and received on February 5, 2020. Attachment F Project Plans & Environmental Documents During Shelter-in-Place, project plans and environmental review documents (IS/MND, response to comments, and MMRP) are only available online. Directions to review project plans & environmental documents online: 1. Go to: bit.ly/PApendingprojects 2. Scroll to find “1700 & 1730 Embarcadero Road” 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=4367 1 of 2 TO: HONORABLE CITY COUNCIL FROM: ED SHIKADA, CITY MANAGER DATE: JUNE 22, 2020 SUBJECT: AGENDA ITEM 25 - 1700-1730 Embarcadero Road [20APL-00002 and 19PLN- 00291]: Appeal of Director’s Approval of a Major Architectural Review to Address the Following Outstanding Issues for a Previously Approved Auto Dealership Project: Color, Landscaping, Parapets, Lighting, Transportation Demand Management Plan, County Airport Land Use Commission Review; and Floor Area Ratio. Environmental Assessment: Addendum to an Initial Study/Mitigated Negative Declaration That was Adopted for the Project on June 24, 2019. Zoning District: CS(D)(AD) Attached are two noise reports produced for the appellant and a response from Helix, the applicant’s noise consultant. Staff is aware of a minor error in the noise report that was not identified when this project first went to Council. Meetings have been held with the neighboring property owner and the applicant to reach resolution. All parties understand that noise emanating from the carwash must comply with the City’s noise ordinance. To ensure conformance with the following PAMC Sections, staff will require an independent noise analysis be performed as part of the Building permit review process and after installation of all equipment. Staff will determined the “local ambient” as part of the noise report produced during the Building permit review process. • PAMC 9.10.040 -- No person shall produce, suffer or allow to be produced by any machine or device, or any combination of same, on commercial or industrial property, a noise level more than eight dB above the local ambient at any point outside of the property plane. This analysis, while funded by the applicant, will be review by staff to meet our independent judgement and will verify compliance with the noise ordinance prior to final occupancy. While unexpected, if the carwash operation violates the noise ordinance – it will not be permitted to operate. 25 DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Staff believes there are sufficient safeguards in place through conditions of approval, mitigation measures and regulations set forth in the noise ordinance to ensure noise from the carwash complies with the code and that no further conditions or Council action is necessary. _______________________ _______________________ Jonathan Lait Ed Shikada Director City Manager Planning & Development Services DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 HELIX Environmental Planning, Inc. 7578 El Cajon Boulevard La Mesa, CA 91942 619.462.1515 tel 619.462.0552 fax www.helixepi.com June 18, 2020 Brian Stumph YSM Design 305 North Coast Highway, Suite L Laguna Beach, CA 92651 Subject: Response to Comments from Veneklasen Associates and Wilson IHRIG on the Palo Alto Mercedes Benz and Audi Dealership Noise Assessment Report Dear Mr. Stumph: Per your request, HELIX Environmental Planning, Inc. (HELIX) reviewed the comments from Ryan Schofield from Veneklasen Associates and Pablo Daroux from Wilson IHRIG both dated June 10, 2020 on the Noise Assessment Study prepared by HELIX for the Palo Alto Mercedes Benz Project (project). HELIX has provided responses to comments related to the technical analysis, which are grouped by topic. Comments related to the ambient noise level and significance threshold are assumed to be provided by the City of Palo Alto (City). COMMENTS ON CAR WASH ANALYSIS Pablo Daroux, Wilson IHRIG Comment IV. Car wash automated door (Section 3.2.3.1, page 9) The report predicts the expected noise reduction to be derived from the introduction of automated doors at the entry end exit of the car wash. The report uses a popular computer prediction model called INSUL to predict the degree of reduction in noise assuming that the door material is a 22-gauge steel plate. However, there are issues with this prediction: a. The data shown on Table 3 for the isolation to be provided by the door is too conservative and incorrect as it does not reflect degradations that normally occur due to sound flanking arising from gaps between the door and its frame and between door panels where sound will pass through unimpeded. b. The terminology used is also incorrect, as the data provided by the modeling software is of the type Transmission Loss instead of Noise Reduction as labeled in the table. c. Some of the data shown is also of an unknown source, as INSUL does not provide information for the 32 Hz. nor the 8 KHz bands shown in the table. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 2 of 7 June 18, 2020 d. The thickness of the 22 Gauge steel used for modeling is incorrectly given as 0.2998” as opposed to 0.02998”. This seems to be a typo in the report, as our noise reduction predictions using the correct number for the thickness are similar to those in the report. If the degradation due to noise flanking through the gaps is considered, then the expected benefit from this mitigation measure is diminished. We have calculated the expected degradation to be approximately 5 decibels with a ½ inch gap on the sides and top of the door, which can be considered typical for lightweight garage doors. This means that predicted noise levels will be at least 5 decibels higher due to just this compromise.1 Comment VII. Impacts – Car Wash (Section 4.1.2.1, page 14) In the determination of impacts, predictions are made by Helix at the ambient noise measurement locations. This is in contradiction to the Municipal Code requirements stated in Chapter 9.10.030.(a) that noise limits shall apply to any point outside the property plane. The locations chosen for predicting impacts are farther from the sources of noise than the closest property planes, hence predicted levels are lower than if they were to be evaluated by points closest to the sources and immediately outside the property planes. Predictions should have been made at the closest points to the car wash outside the property planes. Hence the conclusion that …The impact would be less than significant with mitigation incorporated… (sic) is questionable. Further, these predictions do not take into account: a. Noise leaks at the perimeter of the door b. Noise leaks between door panels c. Noise leaks at any ventilation openings in the car wash tunnel. These will likely be necessary to reduce humidity concentration within the tunnel, particularly if doors are to remain closed during operation. These leaks, if not properly accounted for and mitigated, will result in noise levels higher than those predicted in the report. Our calculations indicate that the level of noise that could be expected at the property plane adjacent to the Gwin property at a point past the proposed 16 feet long wall and taking the degradation factors into account would be approximately 72 dBA. 2 1 This calculation was done by computing the composite transmission loss resulting from that of the steel plate and that of the gaps at the two sides and the top, which was assumed to be ½”. The door is approximately 10 feet wide by 10 feet tall, hence the surface is 100 sq. ft. The gap area is then 180 sq. inches (0.5in * 120in * 3 gaps). 2 This is significantly higher than the approximately 50 dBA predicted in the report and will result in a perceived level almost four times louder than what the Helix report predicted. Further, it will exceed allowable levels by over 15 decibels, which is quite significant. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 3 of 7 June 18, 2020 Ryan Schofield, Veneklasen Associates Comment 4.2 Calculation of Dryer Noise through Closed Door Pages 9 and 10 of the report assume a door construction and page 14 Table 6 gives a loss of 29 decibels to the car wash exit roll-up garage door. This assumption and this calculation are not for a closed door, but for a steel sheet without moving parts or gaps to allow movement. This style of roll-up door moves by rolling tracks. The top of the door and the rolling tracks have gaps between the door surfaces and the building. These air leaks allow sound to pass through freely. Assuming typical gaps at roll-up garage doors account for 0.5% to 2% of the garage door area, the sound leaks around the sides and top of door would be 8 to 13 decibels louder than reported. Furthermore, the report does not specify sound isolation requirements for the car wash doors. This error alone changes the car wash dryers’ noise from meeting Code to violating Code. Comment 5.2 Car Wash Audio Alarms and Buzzers The report fails to mention if the car wash has alarms or buzzers. Typical car washes may have buzzers to guide drivers through the car wash. Audible alarms must be clearly louder than all other equipment to be even heard, including the dryers. Because this would be the loudest noise in the car wash, these types of signals would violate the Municipal Code, and therefore should not be used. The report should explicitly prohibit the use of audio alarms and buzzers in the car wash. HELIX Response to Comments on Car Wash Analysis The comments center on a single factor of purported leaks and low-quality door installation increasing the noise associated with the car wash. The cracks and gaps discussed would be typical for a residential garage door. However, these comments fail to recognize several major elements: 1. The discussion is in reference to a high-speed high-quality industrial door with rubber seals and a continuous operating capability, not a common garage door. The proposed door is an industrial quality, high speed door. Construction materials and types for the door may vary and the specific type of material remains unknown. The intended carwash structure and door closure are commercial construction, designed to provide a high-quality look and operate on a continuous basis for years in a purpose-built building. 2. Because the specifications for the door were and are unknown, planning and analysis focused on a minimum possible door made with 22-gauge steel. This material was assumed as a conservative case with the typical thinnest lightest weight steel that could be used in a door (most manufacturers use heavier weight often in multiple layers or even heavy rubber for durability). The analysis assumes that noise comes through this lightweight sheet metal door. While it is true that very thin cracks and gaps would significantly change the noise control ability of a heavy purpose-built noise control rated door, sealing requirements and seal compression is vital for a high Sound Transmission Class (STC) rated door to achieve its rated noise control ability. However, the noise coming through a single 22-gauge sheet metal layer is already significant (as shown in the analysis). A high-speed industrial door uses a built-in heavy steel track with DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 4 of 7 June 18, 2020 substantial overlap to the guide edges. It is agreed that this type of construction would have some noise leakage at the edges and around a rubber flap bottom seal. However, these small noise leaks would have a minimal overall impact on the noise control ability when compared to the already high level of noise coming through the assumed 22-gauge sheet metal. 3. Typically, the alarms and lights are within the carwash bay, and operate when the doors are closed. These sources would not contribute substantially to the exterior noise impact calculations. 4. If desired, the City can condition the project as part of final approval to require verification of compliance with the noise ordinance by conducting exterior noise measurements prior to allowing full operation of the facility to the public. COMMENTS ON BACK UP GENERATOR ANALYSIS Pablo Daroux, Wilson IHRIG Comment V. Back Up Generators (Section 3.2.3.2, page 10) Noise data used to make predictions is based on a generic device, as it was not known at the time of report preparation the specific units to be installed. This is also a potential source of error. Comment IX. Impacts - Backup Generators (Section 4.1.2.2, page 15) The data shown in Table 7 compares predictions of expected noise to be produced by the generators without mitigation and those resulting from the construction of a 9 feet tall sound barrier surrounding the generators. These predictions are very optimistic and unrealistic because they suffer from the following inaccuracies: a. Prediction locations: They are made at the arbitrary locations where noise was measured during the survey. As indicated above, these locations do not reflect the highest level of noise that could impact adjacent properties, as they are further than the nearest point outside the property plane as required by the Municipal Code, hence predicted levels are lower than they would be by as much as 4 decibels if the correct locations were used for the predictions presented. b. Barrier benefit: Mitigation benefits attributed to the sound barrier are excessive, ranging from a predicted reduction in noise of 14.7 decibels at location M2 and 15.2 decibels at locations M1 and M4. This is unrealistic for a barrier in front of a generator when the proposed height of the barrier is only 1.5 feet taller than the installed height of the generator because one of the main sources of noise of the proposed generators and their high performance noise enclosures is the air discharge louver, which is located on top of the generator enclosure. As the noise reduction benefit of a barrier is dictated by the height of the barrier top with respect to the line- of-sight interruption point at the barrier, the expected benefit with that distance being just slightly more than 1.5 feet would yield reductions in noise of between 5 and 10 decibels only. See the diagram on page 55 of the noise report, reproduced and annotated in Figure 4 below. c. Barrier type: The barrier type should be sound absorbent if significant mitigation of noise is to be derived from it, otherwise sound reflections within the enclosed area created by the barrier will DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 5 of 7 June 18, 2020 amplify the noise produced by the generator, significantly reducing the expected shielding benefit of the sound barrier. This amplification effect could be as high as 10 decibels for geometries such as those on this project. The only specifications provided in the Helix report for the sound barrier recommended under this mitigation measure are a minimum height of 1.5 feet higher than the installed height and a Sound Transmission Class (STC) of 20. However, there are no requirements for the barrier material to provide sound absorption, hence the claimed benefit from this measured, as listed in Table 7, page 15 of the report will not be achieved due to the reasons described under item c above. In addition, the minimum height specified will significantly limit performance as discussed under item b above. d. Due to all the foregoing, the Helix report is underestimating the expected levels of generator noise by at least 15 decibels and likely more, which, when combined with the incorrect determination of the threshold of significance will result in violations of the Municipal Code limits. HELIX Response to Comments on Back Up Generator Analysis The commenter is correct in that the generator type was unknown at the time of the analysis. However, comment is not correct with regard to the concept that different generators have wildly varying noise ratings. In reality, manufacturers target a noise level of about 75 dBA at 7 meters for generators larger than 50 kW and about 65 dBA at 7 meters for generators of 50 kW and smaller when equipped with a Class II noise control cabinet. This can be seen in a literature search of almost any manufacturers equipment where the levels are plus or minus 1 or 2 dB from this level. The noise from a generator in a manufacturers Class II noise control cabinet is dominant out the sides and top metal panel locations of the generator. This noise comes out of a flat surface panel. Noise modeling for the generator was done as noise radiating surfaces on the sides and top. Further, a mock- up noise model was setup as a noise source in an open environment and the modeled noise levels for the source planes adjusted so the source created within 1 dBA of the manufacturers data sheet to provide an accurate forecast model. The flat radiating side planes of the real generator (not an idealized point source used by most when doing generator planning) makes it an ideal situation for noise barrier control as the barrier directly blocks much of the direct noise radiation and performs better than is typical for a noise wall with large roadway traffic noise. While it is true that noise-absorbing paneling substantially improves the noise control abilities of a noise control wall around a generator. However, noise-absorbing paneling has both a cost and long-term maintenance element. If the paneling is not required for the design to comply with the property line noise control requirements and it is not provided as part of the planned design, it is not necessary to include it as part of project requirements. As noted earlier, the City can condition the project as part of final approval to require verification of compliance with the noise ordinance by conducting exterior noise measurements prior to allowing full operation of the facility to the public. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 6 of 7 June 18, 2020 COMMENTS ON SERVICE BAY ANALYSIS Ryan Schofield, Veneklasen Associates, Inc. Comment 5.1 Service Bays The report fails to address noise from automobile service areas. This includes noise from pneumatic tools, impact wrenches, hydraulic lifts and car stackers. While these areas are indoors, large bay doors will remain open, allowing noise to travel uninterrupted to outdoor areas. The report should include descriptions of the dealership service areas, types of equipment used with measured noise levels, openings in the building at these areas and their relationship to the property plane. Resulting noise levels at the property plane should be calculated. HELIX Response to Comments on Service Bay Analysis Historically, repair facilities were designed with separate bays located along the back wall of the dealership with no client access or visibility. In these type of service environments there was typically a fairly high level of noise with mechanics taking apart engines and suspension systems for rebuilding. Pneumatic impact wrenches were used on air operated lifts, which created high levels of noise in the immediate area. Modern high-end dealerships, like the proposed project, are typically built with completely different design. As seen in the site plan for the proposed dealership, which includes the entire service area indoors next to the showroom floor, the design is around a single large room with no real dividers for the service area. Access is through a double opening where the clients drive their cars into the first opening and are greeted by a service manager who sets up the paperwork and then drives the vehicle through the second set of doors and into the service area. The clients are not allowed in the service area for clear safety and insurance reasons but can get a clear view (and audible impacts) of the area through the large access doors. In the service bay internal to the building just to the edge of the sales showroom floor, the lifts (when needed) are electrically driven with low noise level electric hydraulic units. The technicians are typically engaged using computer systems to diagnose the computer codes to find the needed repair requirements (not disassembling drive train components); which are far more likely to require removal and replacement of a sensor or fuel injector with occasional service of ancillary units such as alternators or similar. This will typically require the removal of access panels and covers with a battery-operated (not air) impact tool. Noise coming out of the main building through the large double opening service entry is minimal. COMMENTS ON OFF-SITE ANALYSIS Ryan Schofield, Veneklasen Associates, Inc. Comment 5.3 School Noise Exposure There is a school (Bay Area Christian Church) located 380 feet from the project location. Noise analysis to this sensitive location was not mentioned in the noise study. The study provides analysis with the car DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Letter to Brian Stumph Page 7 of 7 June 18, 2020 wash doors open; this condition would violate the Municipal Code at the school location assuming the local ambient is approximately similar at the school location. The report should include analysis of the car wash dryers to the school property line, including establishing local ambient at the location on the school property line nearest the car wash dryers. HELIX Response to Comments on Off-Site Noise Analysis Noise reports typically do not analyze every location in a large area around the planning area of the site unless there is specific justification for the analysis. For the proposed project, the site was determined to be in compliance with the noise ordinances at its property boundaries. At further distances from the site boundary, noise levels would be lower. All other land uses both adjacent and, like the school, at longer distances in the subject site area have the same noise control requirements and ambient conditions dominated by the nearby freeway. No specific mention or specific planning was appropriate for the analysis. SUMMARY The responses in this letter provide clarification on the noise analysis prepared by HELIX for the proposed project. These explanations do not alter the conclusions with regard to project impacts and no revisions to the report are necessary. Regards, Charles Terry Principal Specialist Noise, Acoustics & Vibration DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Consultants in Acoustics | Noise | Vibration | AV | IT 1650 Borel Place 234 San Mateo California 94402 tel: 650.592.1675 fax: 310.396.3424 www.veneklasen.com June 10, 2020 Gwin Property Inc. 2479 E. Bayshore Road, Suite 135 Palo Alto, CA 94030 Attention: Jin Pi | CEO Subject: Car Dealership; Palo Alto, California Acoustic Review Veneklasen Project No. 7644-001 Dear Jin: Veneklasen has reviewed the Mercedes Benz/Audi Car Dealership project noise study report dated May 20, 2019 and other project information at your request. This letter summarizes our comments. EXECUTIVE SUMMARY The May 2019 noise study contains multiple errors that falsely predict the car wash dryers’ noise to meet Palo Alto Municipal Code 9.10. Technical corrections to this report show that the project’s car wash is calculated to be more than twice as loud as noise levels allowed by Code. Furthermore, the May 2019 noise study fails to address all major noise sources from the car dealership and does not evaluate noise exposure to a nearby school. 1.0 INTRODUCTION This proposed project includes an expanded car dealership, car wash along the property line including 45-hp blower dryer fans, indoor parking area including car stacking systems, associated outdoor mechanical equipment, and automobile service areas. The project’s car wash is immediately adjacent an office complex’s outdoor seating area, and near an office building with teleconference rooms’ and private offices’ glazing facing the car wash. Veneklasen has focused only on the major elements of this project that concern Gwin Property. 2.0 PROJECT REQUIREMENTS Palo Alto Municipal Code 9.10.020 gives the following definitions: (c) "Noise level" means the maximum continuous sound level or repetitive peak sound level, produced by a source or group of sources as measured with a precision sound level meter. In order to measure a noise level, the controls of the precision sound level meter should be arranged to the setting appropriate to the type of noise being measured. (d) "Local ambient" means the lowest sound level repeating itself during a six-minute period as measured with a precision sound level meter, using slow response and "A" weighting. The minimum sound level shall be determined with the noise source at issue silent, and in the same location as the measurement of the noise level of the source or sources at issue. However, for purposes of this chapter, in no case shall the local ambient be considered or determined to be less than: (1) Thirty dBA for interior noise in Section 9.10.030 (b); (2) Forty dBA in all other sections. If a significant portion of the local ambient is produced by one or more individual identifiable sources which would otherwise be operating continuously during the six-minute measurement period and contributing significantly to the ambient sound level, determination of the local ambient shall be accomplished with these separate identifiable noise sources silent. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Car Dealership; Palo Alto, California Acoustic Review; Veneklasen Project No. 7644-001 June 10, 2020; Page 2 of 6 www.veneklasen.com (f) "Property plane" means a vertical plane including the property line which determines the property boundaries in space. Veneklasen interprets “local ambient” to approximate the L90 when measured over an interval of one hour. L90 is the sound level exceeded 90% of the time (six minutes of an hour would be quieter than this sound level). L90 is generally considered to represent the background or ambient sound level of an environment. The Code also states allowable noise levels at neighboring properties: 9.10.040 Commercial and industrial property noise limits. No person shall produce, suffer or allow to be produced by any machine or device, or any combination of same, on commercial or industrial property, a noise level more than eight dB above the local ambient at any point outside of the property plane. 3.0 PALO ALTO DETERMINATION OF LOCAL AMBIENT Veneklasen understands that for this project, the City of Palo Alto may have determined “local ambient” by using noise contours of Figure N-5 of the 2030 General Plan’s Noise Element (based on the email sent Friday, May 29, 2020). The sound levels given in Figure N-5 are daily average sound levels measured from a specific noise source (in this case US-101) at calculated distances. Simply translating these sound levels as “local ambient” is incorrect for the following reasons: - Palo Alto’s definition of “local ambient” is not the average and is significantly quieter than the average. - The 24-hour average sound levels reported in Figure N-5 are CNEL. This metric penalizes nighttime hours by 10 decibels; this weights nighttime noise as twice as loud as daytime noise. As a result, normal traffic patterns typically have the loudest hour’s average approximately equal to the CNEL value. In other words, CNEL value is approximately equal to the average of the loudest hour of the day. - The noise contours simplify noise exposure without regard for shielding effects from terrain or buildings. These effects can easily account for sound levels being quieter by 15 decibels or more. For this case, shielding effects from overpasses and buildings including Stanford Health Care at 2452 Watson Ct, 2370 Watson Ct, and 2479 E Bayshore Rd affect the noise levels from US-101 at the project location. In summary, the noise contours of Figure N-5 should never be interpreted as equal to “local ambient” as defined by the Palo Alto Municipal Code. For the case of this project, using this method would result in a local ambient more than twice as loud as measured data as presented in Section 4.3 of this report. 4.0 REVIEW OF INFORMATION PRESENTED The May 2019 report (https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=57654.04&BlobID=72230) contains multiple technical errors that change the predicted noise levels from violating Code to meeting Code. 4.1 Distance to Nearest Property Plane Page 14 of the noise study gives predicted noise levels from the car wash dryers at the corners of the project site. The report does not give predicted noise levels at the nearest point from the car wash. Using the data presented in the report and information provided about a proposed wall at the car wash exit, the nearest point on the neighboring property would be 17 feet away. With simple distance attenuation calculated using the correct distance, the difference between noise levels reported at approximately 62 feet away at the corner of the project site and 17 feet away at the nearest point on the neighboring property with the proposed wall is 11 decibels louder. This error alone changes the car wash dryers’ noise from meeting Code to violating Code. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Car Dealership; Palo Alto, California Acoustic Review; Veneklasen Project No. 7644-001 June 10, 2020; Page 3 of 6 www.veneklasen.com 4.2 Calculation of Dryer Noise through Closed Door Pages 9 and 10 of the report assume a door construction and page 14 Table 6 gives a loss of 29 decibels to the car wash exit roll-up garage door. This assumption and this calculation are not for a closed door, but for a steel sheet without moving parts or gaps to allow movement. This style of roll-up door moves by rolling tracks. The top of the door and the rolling tracks have gaps between the door surfaces and the building. These air leaks allow sound to pass through freely. Assuming typical gaps at roll-up garage doors account for 0.5% to 2% of the garage door area, the sound leaks around the sides and top of door would be 8 to 13 decibels1 louder than reported. Furthermore, the report does not specify sound isolation requirements for the car wash doors. This error alone changes the car wash dryers’ noise from meeting Code to violating Code. 4.3 Incorrect Determination of Local Ambient The noise study defined local ambient per the Palo Alto Municipal Code but used data that was very different from this definition. An average sound level for a single 15-minute measurement was reported as ambient. This inflates the local ambient level significantly. Veneklasen measured sound levels from 8 am to 5 pm Thursday June 4, 2020 to establish local ambient. Hourly local ambient levels ranged from 48 dBA at 11 am to 52 dBA during afternoon hours. This measurement data is given in the appendix, along with comparison to the May 2019 noise study data (average to average) showing that noise levels are similar, but the incorrect metric was reported. As stated in section 2 of this report, the L90 should be used as local ambient, not the average sound level. With the local ambient measured to be 48 dBA, the allowed noise limit at the property plane is 56 dBA. This correction reduces the Code limit 5 dBA quieter than the Code limit established in the May 2019 noise study. 5.0 REVIEW OF INFORMATION ABSENT The following summarizes Veneklasen’s review of major points not mentioned in the May 2019 noise study. 5.1 Service Bays The report fails to address noise from automobile service areas. This includes noise from pneumatic tools, impact wrenches, hydraulic lifts and car stackers. While these areas are indoors, large bay doors will remain open, allowing noise to travel uninterrupted to outdoor areas. The report should include descriptions of the dealership service areas, types of equipment used with measured noise levels, openings in the building at these areas and their relationship to the property plane. Resulting noise levels at the property plane should be calculated. 5.2 Car Wash Audio Alarms and Buzzers The report fails to mention if the car wash has alarms or buzzers. Typical car washes may have buzzers to guide drivers through the car wash. Audible alarms must be clearly louder than all other equipment to be even heard, including the dryers. Because this would be the loudest noise in the car wash, these types of signals would violate the Municipal Code, and therefore should not be used. The report should explicitly prohibit the use of audio alarms and buzzers in the car wash. 1 Mehta, Johnson, Rocafort, Architectural Acoustics Principles and Design, (Prentice-Hall, 1999), p. 103. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Car Dealership; Palo Alto, California Acoustic Review; Veneklasen Project No. 7644-001 June 10, 2020; Page 4 of 6 www.veneklasen.com 5.3 School Noise Exposure There is a school (Bay Area Christian Church) located 380 feet from the project location. Noise analysis to this sensitive location was not mentioned in the noise study. The study provides analysis with the car wash doors open; this condition would violate the Municipal Code at the school location assuming the local ambient is approximately similar at the school location. The report should include analysis of the car wash dryers to the school property line, including establishing local ambient at the location on the school property line nearest the car wash dryers. 6.0 CONCLUSION 1. The project’s car wash dryers are calculated to violate the Palo Alto Municipal Code, as shown by information presented in the May 2019 noise study but applied with correct analysis. Multiple errors in the noise study individually account for a violation of Municipal Code; the sum of these errors is approximately four times louder than what was reported, and more than twice as loud as allowed by Municipal Code. Calculated noise levels from the car wash dryers range as high as 74 dBA at the nearest point on the neighboring property. As shown in Appendix B, this noise level is significantly louder than conversation level. 2. The noise study fails to address other major car dealership noise sources and analysis of car wash noise to a nearby school. These should be included in the noise study and reviewed by Palo Alto Planning as part of the approval process. Please call with any questions. Sincerely, Veneklasen Associates, Inc. Ryan Schofield Senior Associate DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Car Dealership; Palo Alto, California Acoustic Review; Veneklasen Project No. 7644-001 June 10, 2020; Page 5 of 6 www.veneklasen.com Appendix A – Sound Level Measurements of Local Ambient The following sound levels in Table 1 were measured Thursday June 4, 2020. These were measured near location M1 as described in the May 20, 2019 noise study. Table 1 – Local Ambient Measured Time L90 (dBA) 8:10 – 9:00 am 50 9:00 am – 10:00 am 50 10:00 am – 11:00 am 49 11:00 am – 12:00 pm 48 12:00 pm – 1:00 pm 49 1:00 pm – 2:00 pm 51 2:00 pm – 3:00 pm 52 3:00 pm – 4:00 pm 52 4:00 pm – 5:00 pm 52 Table 1 shows that the hourly ambient sound levels are as low as 48 dBA during weekday daytime hours. Measured average sound levels from Thursday June 4 is included in Table 2 in comparison with data published May 2019 measured by Helix (location M1) on Tuesday April 30, 2019. Table 2 – Comparison of average sound levels to previously published data by others Time 6/4/2020 Leq (dBA) 4/30/2019 Leq (dBA) 8:10 – 9:00 am 66 9:00 am – 10:00 am 64 10:00 am – 11:00 am 63 11:00 am – 12:00 pm 56 12:00 pm – 1:00 pm 52 1:00 pm – 2:00 pm 54 53 2:00 pm – 3:00 pm 56 3:00 pm – 4:00 pm 54 4:00 pm – 5:00 pm 55 Table 2 shows that the average sound levels measured Thursday June 4, 2020 are similar to or louder than the previously measured average sound levels on Tuesday April 30, 2019. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Veneklasen Associates Car Dealership; Palo Alto, California Acoustic Review; Veneklasen Project No. 7644-001 June 10, 2020; Page 6 of 6 www.veneklasen.com Appendix B – Sound Levels on the Decibel Scale DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 10 June 2020 Gemma Lim, CPM Innopeak Technology Inc. Gwin Property Inc. 2479 E. Bayshore Road, Ste 135 Palo Alto, CA 94030 email: gemma.lim@innopeaktech.com Subject: Peer review and general observations. Mercedes/Audi Dealership Car Wash Noise Report Dated May 2019 by Helix Dear Ms. Lim: I have reviewed the Noise Assessment Study report prepared by Helix Environmental Planning dated May 2019, primarily with regards to the two operational noise sources identified in the report which are likely to produce adverse impacts, namely the car wash and backup emergency generators. Executive summary The Noise Assessment Report is significantly deficient in at least the following key areas and should not be relied upon in the determination of potential adverse noise impacts to neighboring properties: • The mitigation measures required are not sufficient. Our independent predictions based on the manufacturer’s data for the various sources of noise included in the Helix report reveal that it underestimates the expected levels of noise by more than 22 decibels, which will be perceived as over four times louder and also greatly exceed the limits imposed by the Municipal Code, even after mitigation. • I have also reviewed the assumptions made by the Planning Department in the determination of the maximum allowable noise level by the proposed operation and found it to be severely flawed. The 73 dBA noise limit proposed should not be used. A detailed analysis is given under item I below, which by actual measurement reveals that the correct threshold of significance should be 57 dBA. • The determination of noise impact thresholds in the report is also flawed due to incorrect metrics used and by being extrapolated from very short duration measurements lasting only 15 minutes while the proposed hours of operation for the facility are in excess of 11 hours each day. Independent measurements conducted by us encompassing multiple days indicate lower levels of ambient noise than those used throughout the report • Predictions of expected future noise due to the operation of the facility with mitigation in place are flawed due to the unrealistically high expected benefits to be provided by those measures. This will result in higher levels of noise during operation of the facility than those stated in the Helix report. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 2 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review Detailed review My comments and observations in more detail are as follows: I. Threshold of significance determined by City Planning I have reviewed the email dated May 29th, 2020 by Sheldon Ah Sing, where it is indicated that the Local Ambient was established as being 65 dBA “as modeled by the City’s Comprehensive Plan for areas near Embarcadero Road (See Map N-5—Attached)”. This is reproduced in Appendix A below. This level determination is incorrect due to two key aspects: 1) It was derived based on a noise contour map created using a computer model that does not take into account the shielding of road noise that is provided by buildings, hence noise levels on sides of buildings opposite freeways and major roads —as it is the case here— will be significantly lower than those shown in the map 2) The noise metric used in the map (Community Noise Equivalent Level – CNEL) is the average noise level over 24 hours, while that required by the Municipal Code is a minimum noise level, i.e. “…the lowest sound level repeating itself during a six-minute period…” (Chapter 9.10.020.(d) ). Further, the CNEL metric penalizes noises occurring between 7 p.m. and 10 p.m. by 5 decibels and those occurring between 10 p.m. and 7 a.m. by 10 decibels, hence the resulting 24 hour average noise level is always significantly higher than the lowest repeating sound level used for the evaluation of the Local Ambient upon which the impact threshold for the proposed project is based (Local Ambient + 8 dB) as stated in the Municipal Code. For example, our independent measurements revealed that the lowest repeating noise level is 49 dBA but the CNEL at the same location is 59. Therefore, using 65 dBA as the Local Ambient will result in a threshold of significance of 73 dBA, which is significantly higher than the 57 dBA arrived at by actual measurement that follows the requirements of the Municipal Code. The use of a 73 dBA threshold of significance would allow for significant noise impacts to the nearby Gwin Property office building and other neighboring land uses. II. Ambient noise measurements (Section 2.3.1, page 6) Even though the proposed hours of operation are 7:30 a.m. to 7:00 p.m. M-F, 8:00 a.m. to 7 p.m. on Saturdays and 10 a.m. to 6 p.m. on Sundays (Section 3.2.3, page 9) environmental noise was measured for only 15 minutes at each of the four locations assessed. As noise levels vary significantly throughout the proposed hours of operation, and the City of Palo Alto Municipal Code, Chapter 9.10 Noise relies on the prevailing level of ambient noise in the establishment of a limit for offending noises, this approach is insufficient. III. Local Ambient Noise Level (Section 3.2.2, page 9) As the measurement time was very short at 15 minutes only, an extrapolation is made in the Helix report based on distributions of hourly traffic volume throughout the day to arrive at the expected level of ambient noise during the proposed hours of operation, which, with the exception of Sundays, will be at least 11 hours each day. In addition, the metric used for this extrapolation is not the “lowest repeating noise level” called for by the Municipal Code but an average level, which is, by definition, higher. This is also incorrect. DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 3 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review IV. Car wash automated door (Section 3.2.3.1, page 9) The report predicts the expected noise reduction to be derived from the introduction of automated doors at the entry end exit of the car wash. The report uses a popular computer prediction model called INSUL to predict the degree of reduction in noise assuming that the door material is a 22-gauge steel plate. However, there are issues with this prediction: a. The data shown on Table 3 for the isolation to be provided by the door is too conservative and incorrect as it does not reflect degradations that normally occur due to sound flanking arising from gaps between the door and its frame and between door panels where sound will pass through unimpeded. b. The terminology used is also incorrect, as the data provided by the modeling software is of the type Transmission Loss instead of Noise Reduction as labeled in the table. c. Some of the data shown is also of an unknown source, as INSUL does not provide information for the 32 Hz. nor the 8 KHz bands shown in the table. d. The thickness of the 22 Gauge steel used for modeling is incorrectly given as 0.2998” as opposed to 0.02998”. This seems to be a typo in the report, as our noise reduction predictions using the correct number for the thickness are similar to those in the report. If the degradation due to noise flanking through the gaps is considered, then the expected benefit from this mitigation measure is diminished. We have calculated the expected degradation to be approximately 5 decibels with a ½ inch gap on the sides and top of the door, which can be considered typical for lightweight garage doors. This means that predicted noise levels will be at least 5 decibels higher due to just this compromise.1 V. Back Up Generators (Section 3.2.3.2, page 10) Noise data used to make predictions is based on a generic device, as it was not known at the time of report preparation the specific units to be installed. This is also a potential source of error. VI. Determination of threshold of significance (Section 3.3, page 12) The threshold of significance chosen, which is based on the existing local ambient +8 decibels was determined to be 60.9 dBA and 64.4 dBA in the report by locations M1 and M4 respectively. However, the ambient upon which these thresholds are based was arrived at by means of a very short duration survey time of 15 minutes and using the average noise level instead of the lowest level called for by the Municipal Code. We conducted independent, continuous, second-by-second measurements between Wednesday, 3 June and Monday, 8 June by means of a precision, calibrated, logging sound meter system deployed at the property line at a location closest to the exit of the proposed car wash. See the photo in Figure 2 of the sound meter device deployed on-site. This device provided data that allowed to determine the Local Ambient per the Municipal Code to be 49 dBA. See the graph in Figure 3 which illustrates the second-by-second noise level observed near the property plane close to the area where the proposed car wash exit is to be located. 1 This calculation was done by computing the composite transmission loss resulting from that of the steel plate and that of the gaps at the two sides and the top, which was assumed to be ½”. The door is approximately 10 feet wide by 10 feet tall, hence the surface is 100 sq. ft. The gap area is then 180 sq. inches (0.5in * 120in * 3 gaps) DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 4 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review VII. Impacts – Car Wash (Section 4.1.2.1, page 14) In the determination of impacts, predictions are made by Helix at the ambient noise measurement locations. This is in contradiction to the Municipal Code requirements stated in Chapter 9.10.030.(a) that noise limits shall apply to any point outside the property plane. The locations chosen for predicting impacts are farther from the sources of noise than the closest property planes, hence predicted levels are lower than if they were to be evaluated by points closest to the sources and immediately outside the property planes. Predictions should have been made at the closest points to the car wash outside the property planes. Hence the conclusion that …The impact would be less than significant with mitigation incorporated… (sic) is questionable. Further, these predictions do not take into account: a. Noise leaks at the perimeter of the door b. Noise leaks between door panels c. Noise leaks at any ventilation openings in the car wash tunnel. These will likely be necessary to reduce humidity concentration within the tunnel, particularly if doors are to remain closed during operation. These leaks, if not properly accounted for and mitigated, will result in noise levels higher than those predicted in the report. Our calculations indicate that the level of noise that could be expected at the property plane adjacent to the Gwin property at a point past the proposed 16 feet long wall and taking the degradation factors into account would be approximately 72 dBA.2 This is significantly higher than the approximately 50 dBA predicted in the report and will result in a perceived level almost four times louder than what the Helix report predicted. Further, it will exceed allowable levels by over 15 decibels, which is quite significant. VIII. Impacts – Car Wash - Mitigation Measure MM-1 (Section 4.1.2.1, page 14) This mitigation measure relies on incorrectly derived ambient noise levels, predictions at points farther than those required by the Municipal Code and on incomplete mitigation requirements, as noise leaks are not accounted for (see item VII above) IX. Impacts – Backup Generators (Section 4.1.2.2, page 15) The data shown in Table 7 compares predictions of expected noise to be produced by the generators without mitigation and those resulting from the construction of a 9 feet tall sound barrier surrounding the generators. These predictions are very optimistic and unrealistic because they suffer from the following inaccuracies: a. Prediction locations: They are made at the arbitrary locations where noise was measured during the survey. As indicated above, these locations do not reflect the highest level of noise that could impact adjacent properties, as they are further than the nearest point outside the property plane as required by the Municipal Code, hence 2 Predictions were made by Helix at location M1, which is approximately 52 feet from the car wash door, however the closest point on the property plane is at the end of the proposed 16ft long concrete wall. Our predictions are based on the manufacturer-supplied data at 10 feet of the blowers of 91.5 dBA, and then extrapolating to 16 feet while taking into account leaks at the perimeter of the door DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 5 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review predicted levels are lower than they would be by as much as 4 decibels if the correct locations were used for the predictions presented3. b. Barrier benefit: Mitigation benefits attributed to the sound barrier are excessive, ranging from a predicted reduction in noise of 14.7 decibels at location M2 and 15.2 decibels at locations M1 and M4. This is unrealistic for a barrier in front of a generator when the proposed height of the barrier is only 1.5 feet taller than the installed height of the generator because one of the main sources of noise of the proposed generators and their high performance noise enclosures is the air discharge louver, which is located on top of the generator enclosure. As the noise reduction benefit of a barrier is dictated by the height of the barrier top with respect to the line- of-sight interruption point at the barrier, the expected benefit with that distance being just slightly more than 1.5 feet would yield reductions in noise of between 5 and 10 decibels only. See the diagram on page 55 of the noise report, reproduced and annotated in Figure 4 below. c. Barrier type: The barrier type should be sound absorbent if significant mitigation of noise is to be derived from it, otherwise sound reflections within the enclosed area created by the barrier will amplify the noise produced by the generator, significantly reducing the expected shielding benefit of the sound barrier. This amplification effect could be as high as 10 decibels for geometries such as those on this project. The only specifications provided in the Helix report for the sound barrier recommended under this mitigation measure are a minimum height of 1.5 feet higher than the installed height and a Sound Transmission Class (STC) of 20. However, there are no requirements for the barrier material to provide sound absorption, hence the claimed benefit from this measured, as listed in Table 7, page 15 of the report will not be achieved due to the reasons described under item c above. In addition, the minimum height specified will significantly limit performance as discussed under item b above. d. Due to all the foregoing, the Helix report is underestimating the expected levels of generator noise by at least 15 decibels and likely more4, which, when combined with the incorrect determination of the threshold of significance will result in violations of the Municipal Code limits. X. Combined Operational Noise Levels (Section 4.1.2.3, page 16) Due to the many shortcomings of the analysis indicated above, namely: • the incorrect evaluation of the level of ambient noise, and hence the derivation of the threshold of maximum allowable noise level, • the unrealistically high expected benefit resulting from the mitigation measures recommended and • the farther distances used for the evaluation of noise then the conclusion stated on the right column of Table 9 that the threshold will not be exceeded with all equipment running simultaneously and that noise levels would not result in 3 Calculations indicate underpredictions of 3.3 decibels for the generator on the east and 4.6 decibels for the one on the west. 4 At least 3 decibels due to incorrect prediction locations —item (a) above—, plus 5 to 10 decibels due to the unrealistic expected benefit of 15 decibels claimed —item (b.)— plus at least 5 to 10 decibels lower performance due to reflections within the enclosed area —item (c)— DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 6 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review the generation of a substantial permanent increase in ambient noise, resulting in a less than significant impact will result is not correct. CONCLUSION Based on the results from the calculations made and those of the noise survey conducted on-site, it is our opinion that operation of the car wash and of the emergency generators will result in exceedances of the allowable exterior limits established by the City of Palo Alto (City) noise ordinance and significant permanent increases in noise in surrounding areas. Please do not hesitate to contact me if you have any questions. Very truly yours WILSON IHRIG Pablo A. Daroux, MS (Acoustics) Principal C:\Users\pablo.WIA\Documents\20-052_CarWashPaloAlto\4_Deliverables\AudiCarWashNoiseStudy-PeerReview_WilsonIhrig-Draft3.docx DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 7 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review Figure 1: Car wash exit door and 16 feet tall by 18 feet long CMU block wall DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 8 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review Figure 2: Noise meter near the proposed car wash exit door Figure 3: Second-by-second noise levels observed for a six-minute period on Thursday, 4 June from 11:22 to 11:28 a.m. by the property line. Lowest sound level repeating itself which represents the Local Ambient as per the Municipal Code is approximately 49 dBA. 49 dBA Noise Meter DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 9 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review Figure 4: Weather and sound enclosure proposed for the generators. Notice the main source of noise being the air discharge is located on top of the enclosure (red circle) DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 10 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review Appendix A Email from City Planning re. Local Ambient From: Sheldon Ah Sing <SAhsing@m-group.us> Sent: Friday, May 29, 2020 2:46 PM To: Gemma Lim <gemma.lim@innopeaktech.com>; Jin Pi <jinpi@yahoo.com>; Lyle Hutson <lhutson@ysmdesign.com>; Brian Stumph <bstumph@ysmdesign.com> Cc: jodie.gerhardt@cityofpaloalto.org Subject: 1730/1700 Embarcadero Appeal 5.29.2020 Meeting Summary Thank you for participating in the call earlier today. It gave all of us perspective and a better understanding of the issues and we have a path forward. The summary from the meeting is that: 1. The appellant disagrees with some of the information in the Helix study (Applicant Noise Study). 2. The appellant will provide another noise study based on the proposed plans by applicant. • Use the project plans on the City’s website: • https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4367 • In particular the following are relevant to show the car wash (2-5-2020 Part 1, page 28 (ZA200)) and (2-5-2020 Part 2, page 2 (ZA225)) • The appellant will coordinate through the City for information from the applicant 3. The appellant will provide the City and in turn the City will provide the applicant the noise study in advance of the June 22 City Council meeting by June 10 or at the very latest to include last minute edits to staff report would be June 18. 4. The City will inquire whether we can request a continuance in the event the noise study is not completed in time. Some assumptions to be used in the noise study are the following from the City’s noise ordinance: 9.10.040 Commercial and industrial property noise limits. No person shall produce, suffer or allow to be produced by any machine or device, or any combination of same, on commercial or industrial property, a noise level more than eight dB above the local ambient at any point outside of the property plane. (d) "Local ambient" means the lowest sound level repeating itself during a six-minute period as measured with a precision sound level meter, using slow response and "A" weighting. The minimum sound level shall be determined with the noise source at issue silent, and in the same location as the measurement of the noise level of the source or sources at issue. However, for purposes of this chapter, in no case shall the local ambient be considered or determined to be less than: (1) Thirty dBA for interior noise in Section 9.10.030(b); (2) Forty dBA in all other sections. If a significant portion of the local ambient is produced by one or more individual identifiable sources which would otherwise be operating continuously during the six-minute measurement period and contributing significantly to the ambient sound level, determination of the local ambient shall be accomplished with these separate identifiable noise sources silent. • We established the local ambient as 65 dBA as modeled in the City's Comprehensive Plan for areas near Embarcadero Road (See Map N-5—Attached). DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 W I L S O N , I H R I G Page 11 of 11 1700 Embarcadero Noise Study Acoustics ∙ Noise ∙ Vibration Peer review SHELDON S. AH SING, AICP | PRINCIPAL PLANNER M-GROUP A NEW DESIGN ON URBAN PLANNING POLICY · DESIGN · ENVIRONMENTAL · HISTORIC · ENGAGEMENT · STAFFING CAMPBELL | SANTA ROSA | NAPA | HAYWARD 307 ORCHARD CITY DR. SUITE 100 | CAMPBELL | CA | 95008 | 408.340.5642 ext. 109 M-LAB: A THINK TANK FOR CITIES: JOIN THE CONVERSATION! DocuSign Envelope ID: 930DFF39-F231-4E85-A885-5AAF45E89AC9 Certificate Of Completion Envelope Id: 930DFF39F2314E85A8855AAF45E89AC9 Status: Completed Subject: Please DocuSign: PDS At Places Memo Council June 22 Consent Calendar Item No 25.pdf Source Envelope: Document Pages: 26 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Madina Klicheva AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Madina.Klicheva@CityofPaloAlto.org IP Address: 24.7.54.36 Record Tracking Status: Original 6/22/2020 9:14:27 AM Holder: Madina Klicheva Madina.Klicheva@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 Jonathan Lait Jonathan.Lait@CityofPaloAlto.org Interim Director Planning and Community Environment City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 99.88.42.180 Sent: 6/22/2020 9:15:31 AM Viewed: 6/22/2020 9:17:13 AM Signed: 6/22/2020 9:18:05 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 6/22/2020 9:18:08 AM Viewed: 6/22/2020 11:15:55 AM Signed: 6/22/2020 11:39:03 AM 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/22/2020 9:18:08 AM Envelope Summary Events Status Timestamps Certified Delivered Security Checked 6/22/2020 11:15:55 AM Signing Complete Security Checked 6/22/2020 11:39:03 AM Completed Security Checked 6/22/2020 11:39:03 AM Payment Events Status Timestamps City of Palo Alto (ID # 11398) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approve Three Contracts for Library Materials Acquisitions Title: Approval of Library Contracts With Baker & Taylor for up to Six-years for a Total Amount Not-to-Exceed $2 Million for the Purchase of Library Materials and Services, With Ingram for up to Six-years for a Total Amount Not-to-Exceed $200,000 for Print Materials and Services, and With Midwest Tape for up to Six-years for a Total Amount Not-to-Exceed $700,000 for Media and Digital Materials and Services From: City Manager Lead Department: Library RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or his designee to execute the following six-year contracts (July 2020 through June 2026): 1. Contract No. C20177635C with Midwest for media and digital materials and services in the amount of $110,000 in Fiscal Year 2021 and a total amount not to exceed $700,000. (Attachment A) 2. Contract No. C20177635A with Baker & Taylor for library materials and services in an amount not to exceed $210,000 in Fiscal Year 2021 and a total amount not to exceed $2 million (Attachment B) 3. Contract No. C20177635B with Ingram for print materials and services in an amount not to exceed $20,000 in Fiscal Year 2021 and a total amount not to exceed $200,000 (Attachment C) EXECUTIVE SUMMARY The contracts enable the Library to acquire materials and services. The Library will use Baker & Taylor as a primary supplier of materials and services related to the acquisition of materials. Ingram will be used as a secondary supplier for print materials and services as needed to best supply those materials in a particular format or quantity. Midwest Tape will be used as a secondary supplier for media materials and services as needed to best supply media in a particular format or quantity. City of Palo Alto Page 2 BACKGROUND Since the mid-2000s, the Library has purchased over 90 percent of new items for its collections from suppliers who maintain large inventories of titles. These suppliers source materials from many publishers and producers in print, media and digital formats. To date, the Library has structured its materials contracts in tiers corresponding to suppliers’ abilities to provide materials in various formats. The most recent library materials acquisition contracts lasted from July 2014 to June 2020. The contracted suppliers included Baker & Taylor as a primary supplier of print, media and digital materials for a total of $3 million, Ingram as a secondary supplier of print materials for $550,000 and Midwest Tape as a secondary supplier of media and digital materials for $450,000. Given the imminent expiration of the existing contracts, Staff issued a Request for Proposal (RFP) on April 1, 2020 to wholesalers who provide these materials to public libraries. The RFP was structured such that suppliers could propose providing one or more of the following categories of library materials: adult books, children’s books, audiovisual media, library continuations, digital content, along with any associated services. Contracts will be established with one or more of the suppliers that best meet the selection criteria. DISCUSSION The role of the suppliers is two-fold: (1) supplying library materials and (2) providing and coordinating services for supplied materials. Obtaining print, media and digital materials through suppliers offers a variety of advantages over purchasing from individual publishers. First, the negotiation that suppliers undertake when building their own inventory translates into higher discounts off list or retail prices. These prices are typically unavailable to libraries that work with individual publishers and can only be obtained by working with suppliers. Next, suppliers are often able to provide larger and more varied inventories compared to individual publishers. Ultimately, this satisfies the requests of the Library customer base with a more organized and streamlined allocation of funds and staff resources. Contracts with suppliers translate into system efficiencies in placing orders and processing payments. Streamlining the platforms that staff are required to use improves the responsiveness of staff to customer requests. This includes services such as delivering materials user-ready and tools for library collection management. When suppliers are able to provide these services, this decreases the demand placed on staff to engage in materials processing. As a result, staff are able to focus their expertise and time on serving customers. In the end, this decreases the time from material requests, to those materials making it onto our physical and digital shelves. The term of the contract is six years. Staff has found that a multi-year contract is advantageous to the Library as it affords suppliers the ability to anticipate the Library’s needs based on its acquisition history, thus ensuring enough quantity of materials are available for the Library. It City of Palo Alto Page 3 also enables staff efficiency as there is an initial investment of staff resources in establishing workflow and processes between the Library and the suppliers for service to happen. Made once over a longer period of time, this initial investment pays off in the long run as it removes repeated training burden on staff. Summary of RFP Process A Request for Proposal (RFP) for the provision of library materials with services was issued on April 1, 2020 to 68 potential suppliers via Planetbids.com. The proposal period was 28 days. Proposals were received from five qualified suppliers: Baker & Taylor, Bibliotheca, Brodart, Midwest Tape, and Ingram. The specifications of the RFP were as follows: RFP Number/Name RFP177635/ Provision of Library Materials with Services Proposed length 6 years Number of prospective proposers on PlanetBids 12 suppliers downloaded RFP package; 68 suppliers were notified via PB Total days to response 28 days Number of attendees at pre-proposal meeting N/A, no proposal meeting Number of proposals received 5 Proposal price range Not a base price project An evaluation team consisting of staff from the Palo Alto City Library and Sunnyvale City Library evaluated five proposals. In evaluating proposals, the team used the following evaluation factors and weights as identified in the RFP. The criteria used to evaluate the proposals were as follows: • Quality of the proposal • Quality, performance and effectiveness of the solution, goods and/or services • Experience • Cost Evaluation • Contractor’s financial stability • Contractor’s ability to perform the contract within the time specified • Contractor’s prior record of performance with city or others • Contractor’s ability to provide future maintenance, repairs parts and/or services • Contractor’s compliance with applicable laws, regulations, policies and guidelines The evaluation was separated into two principal types of materials – Books (Print, Audio and Digital) and Media (DVD and BluRay DVD) -along with any associated services. Below is a summary of the evaluations for books and media. City of Palo Alto Page 4 Books (Print, Audio and Digital) Three of the five suppliers who responded to the RFP submitted proposals to provide books. These suppliers were Baker & Taylor, Brodart, and Ingram. Overall, Baker & Taylor and Ingram Library Services were judged to be superior to those of Brodart. Both suppliers had superior inventory, variety of materials in stock, and level of services provided. Between the two, Baker & Taylor’s online database was judged to be more functional given cleaner visual user interface, more user-friendly system of search filters, and its search-by-review-source feature. These features currently result in greater staff efficiency in the selection and ordering of library materials. Additionally, over the past six years, Baker & Taylor’s Customized Library Services has been the Library’s primary supplier of books. The Library has invested considerable amount of resources in staff training and establishment of an effective workflow to acquire books from Baker & Taylor and prepare them for customer use. Therefore, staff recommended selecting Baker & Taylor as the primary supplier for the provision of adult and children’s materials. Ingram was recommended as secondary as it provided materials from certain publishers that Baker & Taylor either did not have or was unable to provide in the same discount rate. Media (DVD, BluRay DVD) Three of the five suppliers who responded to the RFP submitted proposals to provide media. These suppliers were Baker & Taylor; Ingram; and Midwest Tape. Baker & Taylor and Midwest Tape have the types of inventory for media materials the Library needs. For the reasons noted above, Baker & Taylor’s online order database is more functional than both Ingram’s and Midwest Tape’s. Midwest Tape has been providing a streaming service that has been very popular with customers. It is also the sole provider of certain production labels, such as Disney. An overall evaluation summary of the major components of the RFP indicated that Baker & Taylor has earned the highest average score among all of the five suppliers. Its scores in nine areas were either higher or the same as Ingram’s and Midwest Tapes’ scores. Midwest Tape had the second highest score, with Ingram coming in third. Therefore, Baker & Taylor was recommended for the provision of media materials as primary supplier. Midwest Tape was recommended as secondary as it provides materials from certain production companies that Baker & Taylor does not. Ingram does not have a comprehensive enough product line to meet the Library’s media needs. In summary, based on the analysis of the submitted RFPs, staff proposes awarding contracts to the following vendors with contract amounts as shown. The FY 2021 contract amounts assumes budget reductions that were reviewed by Council and to be presented in the FY 2021 Adopted Budget. Contract amounts in future years are subject to appropriation during the annual budget process. Vendor First Year Contract (FY 2021) Contract Years Two to Six Total Not-to-Exceed City of Palo Alto Page 5 Baker & Taylor $210,000 $358,000 $2,000,000 Midwest Tape $110,000 $118,000 $700,000 Ingram $20,000 $36,000 $200,000 Total Not-to-Exceed $340,000 $2,900,000 This contract is on the City’s General Services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. TIMELINE Staff will acquire materials from these vendors as soon as the contracts are executed. RESOURCE IMPACT The year one cost of these three contracts is $340,000, which is recommended to be supported in the General Fund via the Library Department’s operating budget. Fiscal year (FY) 2021 funding is subject to City Council approval of the FY 2021 Operating Budget. Funding for future fiscal years through the remainder of these contracts is subject to City Council approval through the annual budget development process. POLICY IMPLICATIONS This recommendation does not represent any change to existing City policies. STAKEHOLDER ENGAGEMENT Staff has ongoing stakeholder engagement from the public on materials purchasing through feedback via a website feedback form, email and phone calls. Staff has also developed a new Engagement Plan which identifies relevant stakeholders and asks them to share their Library materials usage going forward as the Library re-opens in the COVID-19 environment. This new Engagement Plan launches with a survey in June and July 2020. This will be used to inform purchasing under this contract in FY21. ENVIRONMENTAL REVIEW Approval of contracts to purchase library materials does not constitute a project under the California Environmental Quality Act. . Attachments: • Attachment A: C21177635C Midwest Tape - Council Ready • Attachment B: C21177635A Baker Taylor - Council Ready • Attachment C: C21177635B Ingram - Legal reviewed Professional Services Rev. April 23, 2020 1 CITY OF PALO ALTO CONTRACT NO. C21177635C AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MIDWEST TAPE, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MIDWEST TAPE, LLC, a Ohio corporation, located at 1417 Timberwolf Drive, Holland, OH 43528 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure media and digital materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery Professional Services Rev. April 23, 2020 2 of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Seven Hundred Thousand Dollars (700,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $110,000.00 in year 1 (July 1, 2020 through June 30, 2021) $118,000.00 in year 2 (July 1, 2021 through June 30, 2022) $118,000.00 in year 3 (July 1, 2022 through June 30, 2023) $118,000.00 in year 4 (July 1, 2023 through June 30, 2024) $118,000.00 in year 5 (July 1, 2024 through June 30, 2025) $118,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or Professional Services Rev. April 23, 2020 3 similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign James Gonzalez as the Project Manager to have supervisory responsibility for the performance, progress, and Professional Services Rev. April 23, 2020 4 execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield Road, Palo Alto, CA 94303, Telephone: (650) 329-2517. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. Professional Services Rev. April 23, 2020 5 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written Professional Services Rev. April 23, 2020 6 notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Professional Services Rev. April 23, 2020 7 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Professional Services Rev. April 23, 2020 8 CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. Professional Services Rev. April 23, 2020 9 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 [Reserved] 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 23, 2020 10 CONTRACT No. C21177635C SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee MIDWEST TAPE, LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Jeff Jankowski Vice President Sue Bascuk VP Finance Professional Services Rev. April 23, 2020 11 EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same-day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. Professional Services Rev. April 23, 2020 12 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. Professional Services Rev. April 23, 2020 13 C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: Professional Services Rev. April 23, 2020 14 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. Professional Services Rev. April 23, 2020 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Professional Services Rev. April 23, 2020 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $110,000.00 (July 1, 2020 through June 30, 2021) Year 2 $118,000.00 (July 1, 2021 through June 30, 2022) Year 3 $118,000.00 (July 1,2022 through June 30, 2023) Task 4 $118,000.00 (July 1, 2023 through June 30, 2024) Task 5 $118,000.00 (July 1, 2024 through June 30, 2025) Task 6 $118,000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $700,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $700,000.00 Maximum Total Compensation $700,000.00 Professional Services Rev. April 23, 2020 17 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 23, 2020 18 EXHIBIT “C-1” SCHEDULE OF RATES Service Cost Schedule Processing Prices: Single DVD - $4.00 Single Music CD - $3.35 Double DVD - $4.00 Double Music CD - $3.35 Multiple DVD - $6.20 (processed in to 4/6 case) Multiple Music CD - $5.51 *Blu-Ray DVDS – same as noted above. Audiobooks – Flat Rate $2.99 Free Audiobook Replacements – The library will receive free replacement Audiobook discs as needed to assist when an audiobook cannot be circulated due to a lost or damaged volume. Please contact your library assigned support person, Erica Rodriguez, when replacements are needed. MARC Record Support: Vendor Records for support in electronic ordering - Please see Chapter 4 Response document, page 4 for more information in terms of our free vendor records for ILS electronic ordering services along with details on tag designation for most Sierra ILS library tag information. $1.20 Full MARC Records (per TITLE, not per copy) – these records are more detailed than the vendor records. This level of record has been found to be most cost and time effective for our libraries and is the most popular level of record for today’s audiovisual materials. 949 tag linking services (barcode into existing record) can be provided at a cost of $.25 per tag. Materials Discount Format Seller can Supply # Titles in Inventory # Volumes in Inventory Discount Off List Price Yes No DVDs YES 107,000 150,000- 300,000 30% (including Blu-Ray DVD) Digital/Electronic Books YES (via our Hoopla Digital Platform) 315,246 Not applicable No discount – per circulation charges range from $0.39 - $3.99 per borrow. Professional Services Rev. April 23, 2020 19 Digital/Electronic Audiobooks YES (via our Hoopla Digital Platform) 80,908 Not applicable No discount – per circulation charges range from $0.39 - $3.99 per borrow. Audio Books on CD YES 67,000 100,000 – 250,000 Sold at List price. Includes repacking into SoundSafeTM Case at no additional cost. Professional Services Rev. April 23, 2020 20 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL Professional Services Rev. April 23, 2020 21 NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 48918AD0F9C64240A33564AAD25163BE Status: Completed Subject: Please DocuSign: C21177635C Midwest Tape - Legal reviewed - Midwest Tape reviewed.pdf Source Envelope: Document Pages: 21 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/9/2020 8:31:58 AM Holder: Terry Loo Terry.Loo@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 Jeff Jankowski jjankowski@midwesttape.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 71.64.115.25 Sent: 6/9/2020 8:37:14 AM Resent: 6/9/2020 9:29:51 AM Viewed: 6/9/2020 10:52:19 AM Signed: 6/9/2020 10:53:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sue Bascuk sbascuk@midwesttape.com VP Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.52.124.254 Sent: 6/9/2020 10:53:25 AM Resent: 6/9/2020 10:55:28 AM Viewed: 6/9/2020 11:27:06 AM Signed: 6/9/2020 11:30:13 AM 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 Janet Timm JTimm@midwesttapes.com Security Level: Email, Account Authentication (None) Sent: 6/9/2020 11:30:15 AM Viewed: 6/9/2020 11:37:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Diane Lai Diane.Lai@CityofPaloAlto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/9/2020 11:30:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/9/2020 11:30:16 AM Certified Delivered Security Checked 6/9/2020 11:30:16 AM Signing Complete Security Checked 6/9/2020 11:30:16 AM Completed Security Checked 6/9/2020 11:30:16 AM Payment Events Status Timestamps CITY OF PALO ALTO CONTRACT NO. C21177635A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BAKER & TAYLOR, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BAKER & TAYLOR, LLC, a Delaware corporation, located at 2810 Coliseum Centre, Drive, Suite 300, Charlotte, NC 28217-3252 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure library materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Million Dollars (2,000,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $210,000.00 in year 1 (July 1, 2020 through June 30, 2021) $358,000.00 in year 2 (July 1, 2021 through June 30, 2022) $358,000.00 in year 3 (July 1, 2022 through June 30, 2023) $358,000.00 in year 4 (July 1, 2023 through June 30, 2024) $358,000.00 in year 5 (July 1, 2024 through June 30, 2025) $358,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Marie Franklin as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield Road, Palo Alto, CA 94303, Telephone: (650) 329-2517. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 [Reserved] 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. CONTRACT No. C21177635A SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee BAKER & TAYLOR, LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Lee Ann Queen Director-Pricing Services Jennifer Rhyne Manager-Pricing Projects & Analytics EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same- day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $210,000.00 (July 1, 2020 through June 30, 2021) Year 2 $358000.00 (July 1, 2021 through June 30, 2022) Year 3 $358,000.00 (July 1,2022 through June 30, 2023) Task 4 $358,000.00 (July 1, 2023 through June 30, 2024) Task 5 $358,000.00 (July 1, 2024 through June 30, 2025) Task 6 $358000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $2,000,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $2,000,000.00 Maximum Total Compensation $2,000,000.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. EXHIBIT “C-1” SCHEDULE OF RATES RATES ON LIBRARY MATERIALS Adult Books a) Baker & Taylor agrees to deduct from the publisher's standard list price when invoicing the City the following flat percentage discounts: Trade editions 47.1% Mass market paperback editions: 41.2% Quality paperback editions. 41.2% Short discount publications 10.0% * * Titles which receive minimal publisher discount will be invoiced at publisher list price. Titles where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price. These titles may be blocked from order '!Pon request. Digital/Electronic books 0.0% ** ** eBook and eAudiobook editions will be invoiced at publisher list price. The Library is currently a subscriber to the hosting platform, Axis 360. We will be pleased to extend existing service pricing through the initial term of this contract. b) Baker & Taylor does not provide additional discounts when multiple copies of a titles are ordered c) No flat service charge per Item for non-discount items or where publisher requires prepayment from supplier. d) Delivery or shipping charged (FOB/Palo Alto, CA) is FOB Destination, free shipping. e) Baker & Taylor does not have a unit order requirement. f) Address of the principal warehouse from which items will be shipped to Library. Principal 501 South Gladiolus Street Momence, IL 60954 Supplementary 251 Mt. Olive Church Road Commerce, GA 30599 g) Baker & Taylor currently has 349,000 (#) hardbound and quality paperback book titles and 6.3 million (#) hardbound and quality book volumes in the above category (adult books) in stock at the warehouse indicated above. h) Baker & Taylor currently has 9,400(#) mass market paperback book titles and 554,000 (#) mass market paperback book volumes In the above category (adult books) in stock at the warehouse Indicated above. i) Estimated time from receipt of book order by vendor to delivery of items In Palo Alto, CA if item(s) in stock Number of days (excluding weekends & holidays) is 4-5 business days (non-processed material, shipped from Momence, IL) j) A dditional warehouses or fulfillment system that be used in providing requested titles to the City: Baker & Taylor offer product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Additionally, our VIP program provides access to inventory on publisher shelves. VIP- Virtual Inventory Program Get access to over 2 million titles readily available to ship with B& T's new VIP Program. Why buy titles from vendors and retailers who do not provide critical value-added services? Let Baker & Taylor's VIP Program create the one- stop shopping experience that will offer you and your patrons the broadest range of titles and inventory coverage in the industry. B& T has partnered with over 100 of the most important publishers in the business to deliver a unique service, providing us with their inventory positions - on their shelves - in real time, visible I Title Source! Benefits of sourcing titles through Baker & Taylor: • VIP gives access to an additional 800,000 titles with publisher in stock availability and adds to B& T's offering totaling over 2 million in stock titles • Program provides an initial fill rate of over 90% - the highest in the industry • No disruption to your workflow - get the titles you need with all the value-added services you depend on from Baker & Taylor • Enhance the breadth of titles you can bring to your patrons k) A list of publishers and/or Imprints that are unavailable from Bake & Taylor. Appendix 6 is a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to our Title Source database; publishers may also be viewed via the website. Juvenile Books Baker & Taylor’s Appendix 2 for a complete outline of discount terms and Appendix 3 for material category definitions. a) Baker & Taylor agrees to deduct from the publisher's standard list price when invoicing the City the following flat percentage discounts: Juvenile Trade editions 47.1% Juvenile reinforced editions 22.3% Mass market paperback editions 41.2% Quality paperback editions 41.2% Short discount publications 10.0%* * Titles which receive minimal publisher discount will be invoiced at publisher list price. Titles where Baker & Taylor receives no discount from the publisher or prepayment is required by the publisher or publishers whose titles have limited demand and/or non-commercial publishers will be invoiced at list price. These titles may be blocked from order upon request. Digital/Electronic Books 0.0%* ** eBook and eAudiobook editions will be invoiced at publisher list price. The Library is currently a subscriber to the hosting platform, Axis 360. We will be pleased to extend existing service pricing through the initial term of this contract. b) Baker & Taylor does not provide additional discounts when multiple copies of a titles are ordered c) No flat service charge per Item for non-discount items or where publisher requires prepayment from supplier. d) Delivery or shipping charged (FOB/Palo Alto, CA) is F OB Destination, free shipping. e) Baker & Taylor does not have a unit order requirement. f) Address of the principal warehouse from which items will be shipped to Library. Principal 501 South Gladiolus Street Momence, IL 60954 Supplementary 251 Mt. Olive Church Road Commerce, GA 30599 g) Baker & Taylor currently has 315,488 (#) hardbound and quality paperback book titles and 3.8 million (#) hardbound and quality book volumes in the above category (juvenile books) in stock at the warehouse indicated above. h) Baker & Taylor currently has 3,700 (#) mass market paperback book titles and 116,000 (#) mass market paperback book volumes In the above category (juvenile books) in stock at the warehouse Indicated above. i) Estimated time from receipt of book order by vendor to delivery of items In Palo Alto, CA if item(s) in stock Number of days (excluding weekends & holidays) is 4-5 business days (non-processed material, shipped from Momence, IL) j) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Additionally, our VIP program provides access to inventory on publisher shelves. VIP- Virtual Inventory Program Get access to over 2 million titles readily available to ship with B& T's new VIP Program. Why buy titlesfrom vendors and retailers who do not provide critical value-added services? Let Baker & Taylor's VIP Program create the one- stop shopping experience that will offer you and your patrons the broadest range of titles and inventory coverage in the industry. B& T has partnered with over 100 of the most important publishers in the business to deliver a unique service, providing us with their inventory positions - on their shelves - in real time, visible I Title Source! Benefits of sourcing titles through Baker & Taylor: • VIP gives access to an additional 800,000 titles with publisher in stock availability and adds to B& T's offering totaling over 2 million in stock titles • Program provides an initial fill rate of over 90% - the highest in the industry • No disruption to your workflow - get the titles you need with all the value-added services you depend on from Baker & Taylor • Enhance the breadth of titles you can bring to your patrons k) A list of publishers and/or Imprints that are unavailable from Baker & Taylor. Appendix 6for a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to our Title Source database; publishers may also be viewed via the website. Adult Audio-Visual Materials a) Baker & Taylor shall provide the following adult audio-Visual formats to the City, will offer the following inventories in its principal warehouse. Format Seller can Supply # Titles in Inventory #Volumes in Inventory Discount Off List Price Yes No DVDs X 23,000 449,000 29.0% Digital/Electronic Books X 1.6 million N/A 0.0% Digital/Electronic Audiobooks X 152,000 N/A 0.0% Audio Books on CD X 7,200 70,800 45.4%* Category Definition XII * This discount will apply to recent release, popular titles as produced by widely distributed publishers. Not all spoken word audio CD titles meet these criteria. Other editions will be invoiced as outlined in categories I, VII, VIII, IX, X, or XI (Appendix 2 and 3). b) Baker & Taylor maintains Inventories for each of these formats and Insure timely delivery to the City. c) Baker & Taylor does not provide additional discounts when multiple copies of a title are ordered. d) No Flat service charge per item for non-discount items or where publisher requires prepayment from supplier. e) Delivery or shipping charges (FOB/Pale Alto. CA) is FOB Destination, with free shipping. f)Baker & Taylor does not have a unit order requirement. g) Estimated time from receipt of order by vendor to delivery of Items In Palo Alto, CA if item(s) in stock. Number of days (excluding weekends & holidays) is 4-5 business days. (non-processed material, shipped from Momence, IL) h) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Appendix 6 for a listing of Publishers Supplied {DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD}, Appendix 7. Additionally, the Library is a subscriber to Baker & Taylor’s Title Source database; publishers may also be viewed via the website. Juvenile Audio-Visual Materials a) Baker & Taylor shall provide the following juvenile audio-visual formats to the City, will offer the following discounts off of list price; and has the following inventories in its principal warehouse. Format Seller can Supply # Titles in Inventory #Volumes in Inventory Discount Off List Price Yes No DVDs X 2,700 143,000 29.0% Digital/Electronic Books X 225,600 N/A 0.0% DigitaI/Electronic Audiobooks X 25,200 N/A 0.0% Audio Books on CD X 874 9,500 45.4% * Category Definition XII * This discount will apply to recent release, popular titles as produced by widely distributed publishers. Not all spoken word audio CD titles meet these criteria. Other editions will be invoiced as outlined in categories I, VII, VIII, IX, X, or XI {Appendix 2 and 3}. b) Baker & Taylor maintains inventories for each these formats and insure timely delivery to the City. c) Baker & Taylor does not provide additional discounts when multiple copies of a title are ordered: d) No Flat service charge per item for non-discount items or where publisher requires prepayment from Baker & Taylor . e) Delivery or shipping charges (FOB/Palo Alto, CA) is FOB Destination, with free shipping f) Baker & Taylor does not have a unit order requirement. g) Estimated time from receipt of order by Baker & Taylor to delivery of items In Palo Alto, CA if item(s) in stock is excluding weekends & holidays) 4-5 business days. (non-processed material, shipped from Momence, IL} h) Baker & Taylor offers product shipments from a primary service center in Momence, IL and requested titles from a supplementary center in Commerce, GA. Appendix 6 for a listing of Publishers Supplied (DVD product). As the list of publishers supplied is too large to reproduce here, we have provided instead a listing of Publishers Not Supplied (Print and Spoken Word Audio CD), Appendix 7. Additionally, the Library is a subscriber to Baker & Taylor’s Title Source database; publishers may also be viewed via the website. Professional Services Rev. April 23, 2020 1 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. April 23, 2020 2 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: B5EF21B1854E4A6DB3C11BED1BCB3B04 Status: Completed Subject: Please DocuSign: C21177635A Baker Taylor - Legal Reviewed06092020.pdf Source Envelope: Document Pages: 38 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/9/2020 12:03:27 PM Holder: Terry Loo Terry.Loo@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 Lee Ann Queen queenl@baker-taylor.com Director-Pricing Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 104.129.205.6 Sent: 6/9/2020 12:08:09 PM Resent: 6/9/2020 1:06:19 PM Viewed: 6/9/2020 3:11:47 PM Signed: 6/9/2020 4:41:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Rhyne Jennifer.rhyne@baker-taylor.com Manager-Pricing Projects & Analytics Baker & Taylor, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.129.205.12 Sent: 6/9/2020 4:41:07 PM Viewed: 6/9/2020 4:42:38 PM Signed: 6/9/2020 4:43:32 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 Diane Lai Diane.Lai@CityofPaloAlto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/9/2020 4:43:34 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/9/2020 4:43:34 PM Certified Delivered Security Checked 6/9/2020 4:43:34 PM Signing Complete Security Checked 6/9/2020 4:43:34 PM Completed Security Checked 6/9/2020 4:43:34 PM Payment Events Status Timestamps Professional Services Rev. April 23, 2020 1 CITY OF PALO ALTO CONTRACT NO. C21177635B AGREEMENT BETWEEN THE CITY OF PALO ALTO AND INGRAM LIBRARY SERVICES LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INGRAM LIBRARY SERVICES LLC, a Tennessee corporation, located at One Ingram Blvd., La Vergne, TN 37086 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure print materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev. April 23, 2020 2 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Thousand Dollars (200,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $20,000.00 in year 1 (July 1, 2020 through June 30, 2021) $36,000.00 in year 2 (July 1, 2021 through June 30, 2022) $36,000.00 in year 3 (July 1, 2022 through June 30, 2023) $36,000.00 in year 4 (July 1, 2023 through June 30, 2024) $36,000.00 in year 5 (July 1, 2024 through June 30, 2025) $36,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Professional Services Rev. April 23, 2020 3 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign BJ Compau as the Project Manager to have supervisory responsibility for the performance, progress, and Professional Services Rev. April 23, 2020 4 execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield Road, Palo Alto, CA 94303, Telephone: (650) 329-2517. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. Professional Services Rev. April 23, 2020 5 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written Professional Services Rev. April 23, 2020 6 notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Professional Services Rev. April 23, 2020 7 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. Professional Services Rev. April 23, 2020 8 CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. Professional Services Rev. April 23, 2020 9 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 [Reserved] 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 23, 2020 10 CONTRACT No. C21177635B SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee INGRAM LIBRARY SERVICES LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Professional Services Rev. April 23, 2020 11 EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same-day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. Professional Services Rev. April 23, 2020 12 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, additional requirements must be met. Professional Services Rev. April 23, 2020 13 C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT CONSULTANT shall: Professional Services Rev. April 23, 2020 14 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. Professional Services Rev. April 23, 2020 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Professional Services Rev. April 23, 2020 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $20,000.00 (July 1, 2020 through June 30, 2021) Year 2 $36000.00 (July 1, 2021 through June 30, 2022) Year 3 $36,000.00 (July 1,2022 through June 30, 2023) Task 4 $36,000.00 (July 1, 2023 through June 30, 2024) Task 5 $36,000.00 (July 1, 2024 through June 30, 2025) Task 6 $36,000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $200,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $200,000.00 Maximum Total Compensation $200,000.00 Professional Services Rev. April 23, 2020 17 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 23, 2020 18 EXHIBIT “C-1” SCHEDULE OF RATES For multi-vendor award, the bundled fee will be $6.25 per unit, to include the same cataloging and processing components. Discount Schedule Trade Hardcover 45.0% Trade/Quality Paperback 40.0% Mass Market Paperback 38.0% Library Bindings 24.0% Pre-binds 24.0% Graphic Novels 35.0% University Press 8.0% Short discount titles 8.0% Spoken Word Audio, trade 45.0% Spoken Word Audio, non-trade 8.0% DVD and Blu-ray 28.0% Music 5.0% Video Games 5.0% Net Titles 0.0% Professional Services Rev. April 23, 2020 19 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE INCLUDED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, INCLUDING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. April 23, 2020 20 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP CITY COUNCIL MEETING _______6/22/2020_______ #26 City of Palo Alto MEMORANDUM To: City Council Date: June 22, 2020 SUBJECT: Agenda Item #26: Approval of Three Library Contracts With: 1) Baker & Taylor for Up to Six Years for a Total Amount Not-to-Exceed $2 Million for the Purchase of Library Materials and Services, 2) Ingram for Up to Six Years for a Total Amount Not- to-Exceed $200,000 for Print Materials and Services, and 3) Midwest Tape for Up to Six Years for a Total Amount Not-to-Exceed $700,000 for Media and Digital Materials and Services The above referenced agenda item can be reviewed in staff report #11398. Attached for Council’s review is the partially executed agreement with Ingram for print materials and services (Attachment A). The City’s practice is to include the partially executed agreement for Council’s review and the agreement with Ingram attached to the staff report was not partially executed. In staff report #11398, contract C21177635B for Ingram is Attachment C. _____________________ Gayathri Kanth Interim Library Director _____________________ Ed Shikada City Manager DocuSign Envelope ID: CBA4B4AF-6D76-47FA-ABC5-17C4CB8692CA Certificate Of Completion Envelope Id: CBA4B4AF6D7647FAABC517C4CB8692CA Status: Completed Subject: Please DocuSign: At Place Memo - Library Materials Services - Agreement A Source Envelope: Document Pages: 28 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Giovanna Erkanat AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Giovanna.Erkanat@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/15/2020 3:39:27 PM Holder: Giovanna Erkanat Giovanna.Erkanat@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 Gayathri Kanth Gayathri.Kanth@CityofPaloAlto.org Assistant Director Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 99.52.201.197 Sent: 6/15/2020 4:53:26 PM Viewed: 6/15/2020 4:53:58 PM Signed: 6/15/2020 4:55:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 6/15/2020 4:55:10 PM Viewed: 6/15/2020 5:11:08 PM Signed: 6/15/2020 5:11:16 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 Christine Paras Christine.Paras@CityofPaloAlto.org Asst. Director Administrative Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/15/2020 5:11:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Diane Lai diane.lai@cityofpaloalto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/15/2020 5:11:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Giovanna Erkanat giovanna.erkanat@cityofpaloalto.org Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/15/2020 5:11:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Terry Loo Terry.Loo@CityofPaloAlto.org Sr Buyer City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/15/2020 5:11:19 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/15/2020 5:11:19 PM Certified Delivered Security Checked 6/15/2020 5:11:19 PM Signing Complete Security Checked 6/15/2020 5:11:19 PM Completed Security Checked 6/15/2020 5:11:19 PM Payment Events Status Timestamps Professional Services Rev. April 23, 2020 1 CITY OF PALO ALTO CONTRACT NO. C21177635B AGREEMENT BETWEEN THE CITY OF PALO ALTO AND INGRAM LIBRARY SERVICES LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2020, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INGRAM LIBRARY SERVICES LLC, a Tennessee corporation, located at One Ingram Blvd., La Vergne, TN 37086 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to procure print materials and services (“Project”) and desires to engage a consultant to provide these materials and services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2026 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery Professional Services Rev. April 23, 2020 2 of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Thousand Dollars (200,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Annual Not-to-Exceed amounts are: $20,000.00 in year 1 (July 1, 2020 through June 30, 2021) $36,000.00 in year 2 (July 1, 2021 through June 30, 2022) $36,000.00 in year 3 (July 1, 2022 through June 30, 2023) $36,000.00 in year 4 (July 1, 2023 through June 30, 2024) $36,000.00 in year 5 (July 1, 2024 through June 30, 2025) $36,000.00 in year 6 (July 1, 2025 through June 30, 2026) The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of Professional Services Rev. April 23, 2020 3 similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. Professional Services Rev. April 23, 2020 4 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign BJ Compau as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Diane Lai, Library Services Department, 3700 Middlefield Road, Palo Alto, CA 94303, Telephone: (650) 329-2517. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. Professional Services Rev. April 23, 2020 5 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. Professional Services Rev. April 23, 2020 6 SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above Professional Services Rev. April 23, 2020 7 SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and Professional Services Rev. April 23, 2020 8 packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT 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, CONSULTANT 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, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. 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 funds are not appropriated for the following fiscal year, 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 Agreement 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 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that Professional Services Rev. April 23, 2020 9 action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 [Reserved] 27.11 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. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 23, 2020 10 CONTRACT No. C21177635B SIGNATURE PAGE 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 ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee INGRAM LIBRARY SERVICES LLC Officer 1 By: Name: Title: Officer 2 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS Vice President & General Manager Pamela R. Smith Brian Dauphin CFO Professional Services Rev. April 23, 2020 11 EXHIBIT “A” SCOPE OF SERVICES A. REQUIREMENTS FOR PROVISION OF LIBRARY MATERIALS CONSULTANT shall: 1. Maintain sufficient inventories, or be a major supplier, of at least two or more of the following categories of library materials: 1.1 Adult books 1.2 Teen and Juvenile books 1.3 Adult media materials 1.4 Teen and Juvenile media materials 1.5 Continuations 1.6 Leased books and DVDs 1.7 Digital/electronic books and audio books 1.8 Digital streaming audio books, music, videos 1.9 Downloadable items 2. Provide the ability to create separate order accounts, as required by the Library, if proposing to supply more than one type of materials such as books, adult books cataloged and pre-processed, teen/juvenile books pre-processed, DVD cataloged and pre-processed, continuations, series on standing order, and leased plans. 3. Maintain price and inventory status information and be capable of providing this to the Library staff either online or by phone. 4. Accept orders for materials by phone, email, and via FTP using EDIFACT format. 5. Provide an online electronic ordering system that interfaces with the Sierra System at no charge to the Library. It should allow orders to be batched by accounts and provide same-day confirmation reports electronically. 6. Comply with the EDIFACT standard, which the Library has installed, providing the ability to send EDIFACT records which include item-specific information (such as Sierra Bib #, branch code and quantity, collection code, item type, and call number), as well as the ability for vendor’s records to automatically supply this information to the Sierra on-order record, including holdings at the time of order creation in Sierra. 7. Provide order confirmation and status information via FTP for uploading into the Library’s order records for all titles ordered electronically. 8. Conform to all standards required to operate and maintain electronic interfaces between the Library’s integrated library system and the Proposer’s ordering systems. Professional Services Rev. April 23, 2020 12 9. Accept titles ordered on a pre-publication basis and provide shipment of these titles within at the most one week of vendor receipt of inventory. 10. Agree to backorder, at the Library’s request, any title not available for immediate shipment following order, and to provide periodic reports on the status of such titles. The vendor will establish, in conjunction with the Library, a standard cancellation period that will remove titles not shipped within this period from the Library’s active order list. 11. Ship all materials in sturdy packaging directly to the Palo Alto City Library located at 3700 Middlefield Road, Palo Alto, California 94303. Each box will be labeled on the exterior as to total number of cartons in the shipment and with a reference number matching one found on an enclosed packing list. 12. Provide a separately mailed original and three copies of each invoice. Each invoice shall include list and discount price and any additional charges that apply to that shipment. Invoices shall also include appropriate California State sales tax (currently 9.25% in Palo Alto). 13. Provide electronic invoices via FTP for uploading into the Library’s order records for all titles ordered electronically. 14. Provide invoices for processing and cataloging services separate from invoices for new materials. 15. Accept for return and credit all materials that are defective, damaged, or otherwise not in compliance with the Library’s order. Vendor will assume expense for such returns. 16. Assign a primary contact to the Library’s account to assist with customer service issues. B. VENDOR REQUIREMENTS FOR CUSTOMIZED CONTRACT TECHNICAL SERVICES CONSULTANT shall: 1. Work, at no cost, with Library staff to develop and refine specifications for required services. 2. Provide separate accounting and invoicing of services, as opposed to the materials, provided. 3. Insure that 90% of processed materials are shipped to the Library within at most one week of receipt by the vendor, and 80% of shelf-ready materials are shipped to the Library (address specified as above) within two weeks of receipt by the vendor. Additionally, when proposing the provision of one or more of the specific services listed below, Professional Services Rev. April 23, 2020 13 additional requirements must be met. C. CATALOGING CONSULTANT shall: 1. Identify, define, and provide a short description of the cataloging service(s) offered, including appropriate cost sheets for all types of formats for which cataloging services are provided. 2. Provide cataloging data via FTP on the Internet compatible with the Sierra system. 3. Provide full bibliographical records, with RDA implementation. D. ITEM RECORDS CONSULTANT shall: 1. When providing full customized catalog records, customize the item records to include the following subfields: 1.1 barcode number 1.2 call number 1.3 collection code 1.4 item type 1.5 library code 1.6 price 2. Insure that the full MARC customized cataloging record overlays the Library’s bibliographic on-order record (with Library determining the match points) and updates the item records (with Library determining the match points) automatically using the item information contained in the 949 tag of the MARC record. E. PROCESSING CONSULTANT shall: 1. Identify, define, and provide a short description of the physical processing service(s) offered, including appropriate cost sheets for all types of formats for which physical processing services are provided. 2. Upon request, provide samples of the materials, such as book jackets and spine labels, used in the technical processing services. F. COLLECTION DEVELOPMENT Professional Services Rev. April 23, 2020 14 CONSULTANT shall: 1. Identify, define, and provide a description of collection development services and assistance, which includes, not is limited to, collection analysis of the Library’s collection, generating analytical reports and facilitating customer-driven acquisitions. 2. Identify and provide a description of tool(s) available to assist collection development activities. For example, the proposer offers tool(s) for online data analytics, curated lists of new titles, “hot” titles, etc. Professional Services Rev. April 23, 2020 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services in an ongoing manner outlined in the Scope of Services. The City representative will work with the CONSULTANT to determine an appropriate completion date within the term of the Agreement. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Professional Services Rev. April 23, 2020 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Year 1 $20,000.00 (July 1, 2020 through June 30, 2021) Year 2 $36000.00 (July 1, 2021 through June 30, 2022) Year 3 $36,000.00 (July 1,2022 through June 30, 2023) Task 4 $36,000.00 (July 1, 2023 through June 30, 2024) Task 5 $36,000.00 (July 1, 2024 through June 30, 2025) Task 6 $36,000.00 (July 1, 2025 through June 30, 2026) Sub-total Basic Services $200,000.00 Reimbursable Expenses $0.00 Total Basic Services and Reimbursable expenses $200,000.00 Maximum Total Compensation $200,000.00 Professional Services Rev. April 23, 2020 17 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 23, 2020 18 EXHIBIT “C-1” SCHEDULE OF RATES Discount Schedule Discount Details: • Discounts apply to Adult, Young Adult, and Juvenile materials. • Spanish and other World Language materials receive these same discounts. • Continuations and Standing Order/New Title Notification Program titles, backorders, and re- orders receive the same discount schedule as firm orders. • There are no hidden fees when ordering from Ingram. • Ingram does not apply service charges for Net titles, for special orders, or for titles requiring prepayment from the publisher. • Experience has shown that Ingram Library Services provides more titles at full trade discounts than any other distributor in the industry. • During the term of the agreement, we are happy to provide pricing for any new formats, materials, or services that may become available or have not been previously quoted. Our discount schedule will remain firm for the initial contract period. Discounts are applied to the publisher’s current list price. List prices of individual library materials are set by the publishers/manufacturers and not by Ingram as distributor. Therefore, we cannot guarantee that the retail/list price of an item will not change during the term of the contract, as the publisher/manufacturer can change their list prices without notice. Prior to placing an order, the Library can determine a title’s estimated discount by utilizing the “Price this List” or Quotation features on ipage, as described in this proposal. In determining which titles receive less than full trade discounts, Ingram has utilized its best efforts to categorize books for pricing purposes by considering the binding, cost of acquisition, general marketing Trade Hardcover 45.0% Trade/Quality Paperback 40.0% Mass Market Paperback 38.0% Library Bindings 24.0% Pre-binds 24.0% Graphic Novels 35.0% University Press 8.0% Short discount titles 8.0% Spoken Word Audio, trade 45.0% Spoken Word Audio, non-trade 8.0% DVD and Blu-ray 28.0% Music 5.0% Video Games 5.0% Net Titles 0.0% Professional Services Rev. April 23, 2020 19 categories, publisher’s discount, and other factors as defined by the Definitions of Binding Types and Presses provided. Ingram reserves the right to be the sole and final determinant of the pricing category. Ingram bases pricing upon several factors including dollar value of commitment, actual expenditure, number of accounts and shipping locations. Ingram reserves the right to offer pricing and services to any customer based solely on Ingram management criteria. Definitions of Binding Types and Presses Trade Hardcover: High demand fiction and nonfiction books published with a glued binding and a hardcover. These titles are typically for the general consumer and produced by widely distributed publishers. Trade bindings may also be referred to as retail trade editions, trade books, hardbound books, hardback books, cloth bound books or cloth cover books. Publishers normally produce these titles in larger print runs. * Quality Paperback: High demand fiction and nonfiction books with paper covers and generally no size restriction. Any illustrations or graphics may be placed throughout the book; both paper and printing are high quality. These titles are typically for the general consumer and produced by widely distributed publishers. This binding may also be referred to as trade paper or trade paperback. Mass Market Paperback: High demand books with paper covers that are produced in a size to fit a standard retail store display and generally deal with subjects of mass appeal. Any illustrations are grouped together in one section of the book. * Library Bindings: Books of higher quality publisher bindings, usually fanned and glued, and may also be sewn. Books may be identified as Library Bindings on ipage. University Press: The binding types may vary for these titles (i.e. Hardcover and/or Paperback), but all are published by a University Press. Short Discount/Non-Trade: Lower demand, small print-run books in various bindings, and includes legal, technical, reference, scientific, and medical titles as defined by Ingram subject categories. Titles are generally published by small or university presses. Also included are print and audiobook titles purchased at lower than full trade discount; titles with limited sales volume; and/or titles from publishers not in compliance with Ingram’s purchasing requirements. Ingram is pleased to make this broad base of titles available to our customers with no service charges. Large Print: Ingram does not recognize the large print title as a separate binding type for discount purposes. Large print titles will receive discounts according to the binding/press assigned to the ISBN ordered as outlined above. Graphic Novels: A narrative work in which the story is conveyed to the reader using comic form. The term is employed in a broad manner, encompassing nonfiction works and thematically linked short stories as well as fictional stories across a number of genres. Picture Books, Board Books, Easy Readers, and Big Books: These juvenile genre categories are not discounting categories used by Ingram. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. We estimate that at least 80% would receive the full trade Professional Services Rev. April 23, 2020 20 discount. Prebound Books: Paperback books bound into a hardback edition. Our inventory also includes over 17,500 prebound titles from Perfection Learning and San Val (Turtleback Books), and are identified on ipage as Prebound-Sewn or Prebound-Glued. World Language Materials: Ingram does not recognize Spanish language (or any world languages) as a discounting category. These books will receive the discount appropriate to the specific binding/press ordered as outlined above. Net: Low demand, small print run books in various binds upon which Ingram receives minimal or no purchase discount. This category of book will receive a 0% discount. Ingram is pleased to make this broad base of titles available to our customers with no service charges. *See Short Discount for explanation on titles that may fall outside of this discount category. ipage ipage is Ingram’s web-based title selection, ordering, and account management tool. Libraries recognize ipage as an integral timesaving tool whose collection development and acquisitions capabilities, along with its various account management tools, make day-to-day ordering and receiving tasks virtually hassle- free. ipage can be accessed at https://ipage.ingramcontent.com. Through ipage, Library users can access our entire inventory, including active titles and extended database. • PACL will continue to receive a free subscription to ipage, with easy-to-use ordering capabilities and all other features at no cost for unlimited concurrent users. • PACL staff can receive ipage training at no charge. • ipage includes review citations and full text reviews for print titles from several journals including, but not limited to, Booklist, Library Journal, and Publisher’s Weekly. If the Library wishes to view full-text reviews, there is a nominal fee of $350.00 per year for that additional service. The Library also has the option of paying in installments of $35.00 per month. Fee for reviews is subject to review and change on an annual basis with notice. • Complimentary selection lists, curated by our professional library staff, are available for no charge on ipage. • Additional collection development tools including catalogs, Ingram Sendr, and marketing materials are available at no charge through ipage. Collection Development Fees Complimentary Curation Services: ipage collection development tools including ipage lists and standing order/New Title Notification programs, are provided free of charge. Custom Collection Development Custom Opening Day Collection Lists are complimentary. Costs for ongoing custom lists will be quoted on a list-by-list basis, and fees are based on the library’s specifications including level of customization, number of lists required annually, and whether it is for a special project or an ongoing list requiring regular updates. Any future programs we may offer for Professional Services Rev. April 23, 2020 21 customized collection development services may have standard charges. iCurate Core and Coming Soon: • iCurate Coming soon lists are $775 per year for each of Adult, Teen, and Children’s Lists. • Subscribe to all three lists iCurate Coming Soon lists and save ~10% at $2,100 per year (12 months.) Plus, the bonus one-step deduping feature is included free with any subscription. • Each set of iCurate Core lists (Adult, Teen, Children’s) costs $1,000, or you can get all three for $2,800. Edelweiss+Analytics Please contact your Ingram Sales Representative for details and pricing on E+A. Cataloging and Processing Print Books: Barcodes (1) (Ingram supplied) Property Stamp (1) Clear Corner Pocket RFID – Customer-supplied tag, programmed and applied Colored Tape Spine Label Genre Labels BookMARC Record Additional Labels, e.g. “New” CIP Record Upgrades Label Protector(s) – up to two Original Cataloging Mylar Jacket-Taped Z39.50 Title Search Property Label (1) For multi-vendor award, the bundled fee will be $6.25 per unit, to include the same cataloging and processing components. Audiovisual: Ingram does not currently provide audiovisual processing for Palo Alto City Library, but we offer a number of options for audiovisual processing. Upon receiving you final specifications, we would be happy to provide a bundled price. Below are per unit costs for some of our processing options: Digital Processing for Media (up to 6 digital labels) ........ $2.00 Hub Label (per application) ............................................. $ .25 StingRay RFID ................................................................... $ 1.29 Barcode............................................................................. $ 0.20 Spine Label........................................................................ $ 0.20 Label Protector.................................................................. $0.25 Case Prices: DVD Case (Single) ........................................................... $ 1.99 One Time™ Single DVD Case ......................................... $ 2.59 One Time Multi DVD Case ...............................................$ 3.50 Professional Services Rev. April 23, 2020 22 One Time Single Music CD Case ..................................... $ 3.00 One Time Double Music CD Case ................................... $ 3.50 Spoken Audio CD Clam Case (Holds up to 12 CDs) ....... $ 3.80 Spoken Audio CD Clam Case (Holds up to 20 CDs) ....... $ 4.75 Spoken Audio CD Clam Case (Holds up to 30 CDs) ....... $ 6.00 MediaSAFE Audio Case Small (Holds up to 14 CDs)...... $ 4.95 MediaSAFE Audio Case Large (Holds up to 26 CDs) ..... $ 5.30 Freight Terms Ingram is pleased to offer an Ingram-paid freight option. Ingram will pay the first 2.5% of the total invoice cost towards freight charges from your primary distribution center. The Library will be responsible for any freight charges exceeding that percentage. Ingram will be happy to assist any library in consolidating accounts and adjusting order processes so that you continue receiving timely shipments, while keeping freight costs under or near the freight credit. Ingram does not currently assess any additional fees for shipping. However, given the unpredictable impact of rising oil prices, Ingram reserves the right to assess a fuel surcharge with notice. Should the Library choose to order from other than your designated distribution centers, freight will be charged at an average of 3% - 7% of invoice price. Items ordered from those additional distribution centers will not receive cataloging or processing services. Ingram defines FOB Destination as Ingram being responsible for the products until they are delivered to the Library. Once the items have been delivered, liability lies with the receiving agency. Ingram normally ships items via UPS ground transportation. Shipping will be via best method as determined by Ingram, which may include order or account consolidation, shipping schedules or other account setting adjustments to maintain freight costs below 2% of invoice. When requested by a customer, and if the carrier's operating conditions permit, the carrier may perform inside delivery. Please note that the carrier's only obligation is to get the freight inside the door or onto a dock. It is the Library’s responsibility to transfer the material to other desired destinations. If inside delivery is desired, the Library must specify this when establishing/updating their account(s). Where inside delivery is not provided, the carrier's only obligation is to move the freight to the back of the truck. Inside delivery will be clearly designated on the shipper’s bill of lading but not on the Ingram shipping label. Payment Terms Payment terms under this offer shall be Net 30 Days. Payment is required for invoices within these terms even when a purchase order has not been completed. Ingram does not invoice for items until they have been shipped. While other vendors demand payment from invoice date, Ingram’s terms are calculated on statement date at the end of each month. With payment due 30 days from statement date, the customer’s payment is due an average of 45 days from invoice (30-59 days). Ingram reserves the right to assess a late charge on all past due invoices. Ingram has multiple payment methods, including Electronic Funds Transfer (online payment through ipage via bank account), payment via credit card (account set for automatic charge) or by check. Professional Services Rev. April 23, 2020 23 Financial Information on ipage The Library’s ipage Administrator can designate which staff members have access to view account- specific accounting items such All Open Accounting Items, Open Invoices, and Open Credit Memos. Closed invoices and credit memos are available for viewing for 90 days. Through ipage, the Library can also look at its last statement and view the last six payments received by Ingram plus review recent and pending electronic payments. Professional Services Rev. April 23, 2020 24 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE INCLUDED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, INCLUDING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. April 23, 2020 25 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP Certificate Of Completion Envelope Id: 953F9464DE3E4013BB307F0CC3223E7A Status: Completed Subject: Please DocuSign: C21177635B Ingram - Legal reviewed.pdf Source Envelope: Document Pages: 25 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Terry Loo AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Terry.Loo@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/12/2020 2:06:21 PM Holder: Terry Loo Terry.Loo@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 Pamela R. Smith pamela.smith@ingramcontent.com Vice President & General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 73.106.42.182 Sent: 6/12/2020 2:08:32 PM Viewed: 6/15/2020 6:09:38 AM Signed: 6/15/2020 6:12:55 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Brian Dauphin brian.dauphin@ingramcontent.com CFO Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 104.129.206.168 Sent: 6/15/2020 6:12:57 AM Viewed: 6/15/2020 9:48:45 AM Signed: 6/15/2020 9:52:44 AM 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 Daneen Schneider ilsbids@ingramcontent.com VP and General Manager Ingram Library Services Security Level: Email, Account Authentication (None) Sent: 6/15/2020 9:52:46 AM Viewed: 6/15/2020 10:12:49 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Diane Lai Diane.Lai@CityofPaloAlto.org Division Head Library Services City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/15/2020 9:52:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/15/2020 9:52:47 AM Certified Delivered Security Checked 6/15/2020 9:52:47 AM Signing Complete Security Checked 6/15/2020 9:52:47 AM Completed Security Checked 6/15/2020 9:52:47 AM Payment Events Status Timestamps City of Palo Alto (ID # 11412) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Council Priority: Climate/Sustainability and Climate Action Plan Summary Title: Community Engagement Block Program Contract Amendment Title: Approval of Amendment Number 1 to Contract Number C18170224 With Global Action for the Earth (the Empowerment Institute) for $45,000 for an Extension of the Community Engagement Block Program (Cool Block) and a New Electrification Initiative With the Cool Blocks and Extension of the Term to December 2021 From: City Manager Lead Department: City Manager Recommendation Staff recommends that the City Council authorize the City Manager or his designee to approve Amendment No. 1 (Attachment A) to Contract No. C18170224 with Global Action for the Earth (the Empowerment Institute) for $45,000 for an extension of the Community Engagement Block Program (Cool Block) and a new Electrification Pilot Program with the Cool Blocks for a total not-to-exceed amount of $70,000 in direct costs and extension of the term to December 31, 2021. Background Contract No. C18170224 was approved by the City Council in September 2018 (CMR #9502) for the expansion of the Cool Block Program in Palo Alto through the Beta 2 Pilot Program. This pilot program was the City’s first financial contribution to the Cool Block program, which was previously piloted in Palo Alto as a partnership with the City. The Beta 2 Pilot Program expanded the number of Cool Blocks in Palo Alto and provided good insight into useful program improvements. This item is delayed coming to City Council because of competing priorities, though staff has been working with the Cool Block partners to determine the details for this contract amendment and design for the proposed electrification initiative. Because of financial concerns as a result of the COVID-19 response and impact to upcoming budgets, staff returned to the Empowerment Institute to successfully request a reduction in pricing along with some potential reduction in scope of the project. City of Palo Alto Page 2 Discussion Like the original contract, the City is working in partnership with the Empowerment Institute and sharing the costs and time commitments to the program. The original contract as well as this contract amendment represent the City’s share of the costs related to the Cool Block program. The City plans to continue to utilize an existing staff member to implement the program. The additional $22,000 for the program is to cover the management fee from the Empowerment Institute for the program. In the existing contract agreement, this has included use of the Cool Block platform, training and consulting on the community engagement and citizen empowerment strategies and tools, project management, and administrative costs. In the original contract, the Empowerment Institute intended to work with the Lawrence Berkeley National Laboratory for the development of a Palo Alto-specific cost/benefit study regarding Cool Block’s demand management benefits on the City’s infrastructure, service delivery and other factors. However, due to escalating costs, the Empowerment Institute was unable to conduct this study with the Lawrence Berkeley National Laboratory. Instead, staff worked with the Empowerment Institute to produce additional professional videos (another part of the scope of work) to enhance the training materials for block leaders and other members participating in the program. The following links provide access to each of the videos: • Pay it Forward v4: https://vimeo.com/344253880/f25eced73b • Neighbors Helping Neighbors v4: https://vimeo.com/344254405/4898cdd234 • Enter the Data: https://vimeo.com/324724653/33c3b60264 Metrics for Beta 2 Pilot Program As mentioned in the original contract staff report for the Beta 2 Pilot Program, the Beta 2 Pilot Program will follow up with metrics related to the participants in this phase of the program. These metrics are also included in the proposed contract amendment for the new blocks. A summary of the metric results of the Beta 2 Pilot Program as of January 2020 is as follows: • Number of Block Teams: 26 blocks • Number of Households Registered in the Program: 195 households • Number of Households Reporting: 133 households • Number of Households Reporting Pre/post Results Carbon Footprint: 81 households • Average Participating Household Carbon Reduction: 36 Percent • Number of Pounds of Carbon Reduced: 1,458,664 • Average Number of Actions Taken per Household: 23 • Total Number Actions Taken: 3061 • Number of Actions Pending: 1841 The metrics summarized above show that the Cool Block program is helping the City to progress toward carbon reduction goals and to increase the connectedness of individual blocks. The map of the participating Cool Blocks is shown in the map below. This map includes all the Cool Blocks City of Palo Alto Page 3 from each of the pilots (not just the Beta 2 Pilot Program). The map shows that there is participation in many different parts of the community. Map of Existing Cool Blocks (not just Beta 2 Pilot): Electrification Initiative To support the City’s goals for the S/CAP and electrification, the Cool Block program provides a neighborhood-level opportunity to explore electrification for existing homes/structures. This complements with the recently adopted efforts to pursue electrification for new construction projects. The Electrification Initiative would: ● Raise understanding of the importance of electrification in Palo Alto due to financial costs, safety and health issues with natural gas and City gas infrastructure, as well as the California and Palo Alto 2030 climate goals. ● Leverage the existing block leadership and infrastructure of the Cool Block program to engage neighbors on the electrification initiative, identify effective messaging options City of Palo Alto Page 4 and top barriers to adoption, test program options, and track results related to existing structures. ● Expand existing Cool Block blocks to incorporate neighbors who were not on a Cool Block Team using a program that requires high participation rates. ● Focus new Cool Blocks on electrification planning and readiness as critical deliverables from carbon reduction section. Resource Impact The extension of the Cool Block program ($22,000) is recommended to be supported by the General Fund via the City Manager’s Contingency using funds from FY 2021. FY 2021 funding is subject to City Council approval of the FY 2021 Operating Budget. The new Electrification Initiative ($18,000) and any additional services (up to $5,000) is recommended to be supported by the Electric Enterprise Fund Public Benefit Reserve using funds from FY 2020 that have already been encumbered. In addition to these direct costs, the City will also assign an existing staff member as in-kind staff program support. The in-kind department support will be absorbed with existing resources. The Empowerment Institute will contribute up to $50,000 in the program on top of the City’s contributions. The Empowerment Institute’s in-kind contribution includes administration, staff time, and web development and customization work, and the amount of the contribution will depend upon the amount of work needed to accomplish the tasks. Stakeholder Engagement As one of the key tasks within the Electrification Initiative, the Empowerment Institute will conduct focus group meetings with past Cool Block participants to identify adoption barriers and develop effective messaging options for electrification. The focus groups will also provide feedback on various electrification pilot ideas. Environmental Review This contract is exempt from the California Environmental Quality Act (CEQA) under section 15061(b)(3) of the CEQA Guidelines. (See Cal Code Reg., Title 14, Chapter 3, § 15061(b)(3)). Attachments: • Attachment A: Amendment No. 1 to Contract C18170224 Global Action Plan for Earth AMENDMENT NO. 1 TO CONTRACT NO. C18170224 BETWEEN THE CITY OF PALO ALTO AND GLOBAL ACTION PLAN FOR EARTH, INC. This Amendment No. 1 (this “Amendment”) to Contract No. C18170224 (the “Contract” as defined below) is entered into as of June 22, 2020 , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GLOBAL ACTION PLAN FOR EARTH, INC. dba “the Empowerment Institute”, a New York corporation, located at 1649 State Route 28A, West Hurley, New York 12491 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of services to develop a community engagement block program, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $45,000.00 from $25,000.00 to $70,000.00. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C18170224 between CONSULTANT and CITY, dated September 3, 2018. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2021 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Sixty-Five Thousand Dollars ($65,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Seventy Thousand Dollars ($70,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS. b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. Attachments: EXHIBIT “A”: SCOPE OF SERVICES, AMENDED EXHIBIT “B”: SCHEDULE OF PERFORMANCE, AMENDED EXHIBIT “C”: COMPENSATION, AMENDED CITY OF PALO ALTO Purchasing Manager APPROVED AS TO FORM: City Attorney or designee GLOBAL ACTION PLAN FOR EARTH, INC. By: Name: Title: David Gershon CEO EXHIBIT “A” SCOPE OF SERVICES Overall Program Goal: The CONSULTANT agrees to advance, in partnership with the CITY, a community engagement block program (Program) that builds social capital (defined here as a network of quality, supportive relationships among people who live on the same block). Through this partnership agreement CITY plans to progress a comprehensive Program that connects several CITY priority interests for building and strengthening community. The CONSULTANT will help to target and engage groups of citizens that live together on a block or in another defined area of approximately 25 adjacently connected households. This program will be called the “Beta 2 Pilot Program.” The community engagement goals of this strategic partnership between CITY and the CONSULTANT include: 1. Increased residential participation in the CITY’S Sustainability Implementation Plan and Utilities Strategic Plan to reduce the city’s carbon footprint with an emphasis on Electric Vehicle (EV) uptake, building efficiency and electrification. 2. Increased residential participation in the CITY’S Emergency Preparedness Plan to increase household and block disaster resiliency and recruitment of volunteers for the Emergency Services Volunteer Program. 3. Increased residential participation in the CITY’S Healthy City, Healthy Community Initiative to address the social determinants of health through greater neighbor-to- neighbor connectivity, community and social capital. 4. Increased residential participation in CITY programs addressing the following topics: carbon reduction, energy efficiency, transportation efficiency, solid waste reduction, water stewardship, emergency preparedness, safety, health, community building, and social cohesiveness. 5. Increased community engagement through helping strengthen the partnership between Palo Alto residents and the CITY government. Beta 2 Pilot Target Metrics The Beta 2 Pilot program follows two previous pilot programs which were solely run by the Empowerment Institute: the Palo Alto Cool Block Alpha and Beta pilot programs. In those pilots, 24 blocks and 175 households participated. The Beta 2 Pilot program target metrics are based on results of those previous pilot programs and translate the Beta 2 goals into measurable targets. These metrics are as follows: 1. Carbon savings per household: minimum 25% reduction. Page 5 of 13 2. Emergency preparedness per household: minimum of 7 priority household actions completed. 3. Livability improvement per block: minimum of 3 livability improvement actions to increase the health, safety, beautification, greening, resource sharing and community building on the block. 4. Social capital per block: minimum of 2 post program block level actions to sustain the social capital generated by neighbor-to-neighbor connectivity and collaboration during the program. 5. Participation in CITY programs: awareness of relevant CITY programs by Cool Block participants and feedback on click-through rates from the Cool Block website to CITY programs to help evaluate resident engagement levels in these programs. 6. Citizen engagement per household: minimum of 20 Cool Block actions across the topics of sustainability, resiliency, livability and civic engagement. Note, the “actions” are defined as a list of specific tasks that Cool Block participants can choose to do in each of the subject areas. CONSULTANT will provide a report with this information. After the Beta 2 Pilot program, the CITY and CONSULTANT, as partners in this initiative, will evaluate the results and determine if they wish to invest in taking it to the next phase. Such evaluation will include information from the return on investment research being conducted by the Lawrence Berkeley National Laboratory as part of this Beta 2 Pilot program. As a 50-50 cost-sharing investment of CONSULTANT and CITY, both parties equally benefit and maintain access to the data, information, and collateral developed from the following: • Research from the Lawrence Berkeley National Laboratory for development of a Palo Alto-specific cost/benefit framework regarding Cool Block’s demand management benefits on the CITY’S energy infrastructure and service delivery. • Communications program-related videos showcasing the CITY’S high priority Cool Block actions. • CONSULTANT’S Management for use of the Cool Block platform; training and consulting on CONSULTANT’s community engagement and citizen empowerment strategies and tools; project management; and administrative costs. Page 6 of 13 AMENDMENT NO. 1 Additional Scope Added to the Original Contract: In addition to continuing the work related to block leader recruitment, block meetings, and the evaluation for an additional cohort of Cool Blocks, the Consultant will also help advance the City’s goals related to electrification through this contract amendment. An overview of that task is listed below. New Task: Utility Electrification Initiative Connect with and engage the completed Cool Blocks (~ 50 blocks) to encourage participation in the Electrification Initiative. CONSULTANT will complete a multi-touch campaign to recruit past and, if timing permits, upcoming Cool Block teams to participate in some aspect of the Electrification Initiative. Electrification Initiative Goals: ● Raise understanding of the importance of electrification in Palo Alto due to safety and health issues with gas infrastructure, as well as the California and Palo Alto 2030 climate goals ● Leverage the existing block leadership and infrastructure of Cool Block program to engage neighbors on electrification pilot, identify effective messaging options and top barriers to adoption, and potentially test program options developed as a result of the focus groups and track results ● Within the existing Cool Blocks, seek to expand the group to include all neighbors on the block onto the Cool Block team as the full block will help with electrification efforts ● Focus new Cool Blocks on electrification planning and readiness as critical deliverables in the carbon reduction section of the program. Electrification Initiative Tasks and Deliverables: A. Gather data from three (3) (virtual or face-to-face) Focus Groups comprised of existing Cool Block leaders and members. CONSULTANT will: Page 7 of 13 1. Recruit participants. The focus groups should have a minimum number of households present to proceed. Minimum number to be set by the project managers. 2. Create and administer survey to solicit input from Focus Group participants. 3. Build out five to seven (5-7) potential programs/offers to encourage electrification; craft short description of program/offer. CONSULTANT will review program ideas with CITY staff and validate ideas for feasibility before presenting to Focus Groups. 4. Develop focus group questions/content that includes information about the barriers to electrification as well as other information of interest to the City’s Utilities programs (such as gauging levels of interest in different program types for both homeowners and renters.) 5. Create narratives and visuals (types of effective messaging and communication channels) for Focus Groups. 6. Conduct the Focus Groups. 7. Refresh script and offers based on feedback from prior Focus Group(s). 8. Create and present findings report from Focus Groups to the CITY. B. Update electrification action in Topic 4 of Cool Block program curriculum to align with the City’s overall electrification goals. C. Provide electrification information to previous block participants; for new 2020 blocks add electrification to Topic 4 Home Energy Genie (HEG) discussion. 1. Update agendas and coaching tools to reflect HEG change. 2. Create new electrification plan template for homeowners. 3. Update training for new Block Leaders (BLs) to highlight the importance of the Electrification Action in Topic 4. D. Within the existing Cool Blocks, seek to expand Electrification Initiative participation on individual blocks to include all block neighbors into the Cool Block team (as the full block will help to discuss plans to make homes electric- ready regarding all-electric appliances). 1. Provide coaching/support to existing BLs on electrification meeting preparation and execution. Page 8 of 13 2. Create an electrification plan template which will be available for both existing and new Cool Block teams. 3. Capture results from household electrification for existing Cool Blocks. 4. Provide consolidated and anonymized electrification plans from residents to provide insights to City. E. Create a virtual training course and supporting materials to enable existing BLs to execute the electrification meetings with their extended neighbors. F. Provide feedback on the pilot program to the City of Palo Alto. Specifically: 1. Develop a follow-up mechanism with pilot program participants to encourage and measure progress towards complete household electrification. 2. Create and execute an online survey after the pilot program to all participants to gather learnings, suggestions, and new solutions. 3. Provide a summary report to the City on the pilot program including the survey results. G. If possible, coordinate a virtual tour of an all-electric home in Palo Alto. Page 9 of 13 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each activity by the estimated date specified below. The time to complete each activity may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Beta 2 Pilot Program: The Beta 2 Pilot program is based on the participation of 25 blocks over a 9-month period with time thereafter to prepare the evaluation results. Timeline of Major Activities: Major Activities Estimated Timing Participation of 25 Blocks (recruiting, training, coaching, outreach, etc.) 9 months Manage Data and Post Program Engagement and Compose Final Report with Metrics* Upon completion of the 25-block period * The metrics are described in Exhibit A AMENDMENT NO. 1 Next Cohort of Cool Block Leaders: The next cohort of Cool Block leaders is anticipated to be the participation of 25 blocks over a 9-month period with time thereafter to prepare the evaluation results. The dates below will commence upon agreement by the Project Managers’. They are generically stated due to ambiguity around exact start date. Timeline of Major Activities (dates are subject to change with Project Managers’ agreement): Major Activities Estimated Date Participation of 25 Blocks (information meetings, training, coaching, etc.) 9-10 months Manage data and post program engagement and compile final report with metrics* Upon completion of the 25-block period *The metrics are described in Exhibit A. Page 10 of 13 Electrification Initiative: The Electrification Initiative is explained in Exhibit A and is anticipated to follow the following timeline. The dates below will commence upon agreement by the Project Managers. They are generically stated due to ambiguity around exact start date. Timeline of Major Activities (dates are subject to change with Project Managers’ agreement): Major Activities Estimated Date Focus Group Recruitment July to September 2020 Focus Group Curriculum Creation July to September 2020 Focus Group Implementation September/October to December 2020 Evaluation of Focus Group Data December 2020 Test Pilot Program Concepts December 2020 to June 2021 Page 11 of 13 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below, up to the not to exceed budget amount for each task. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. The Program Manager’s time shall be allocated according to the timeline percentages set forth in Exhibit B. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Basic Services (Beta 2 Pilot Program): CONSULTANT will manage the initiative’s external vendors for research, communication and video production. This is a partnership and the CITY’s costs will cover a staff person and $25,000 to the Empowerment Institute for research, communications, and a management/administrative fee. $25,000.00 Sub-total Basic Services $25,000.00 AMENDMENT NO. 1 Tasks for Cool Block Program Budget per Task A. CONSULTANT will manage the initiative’s external vendors for communication and some marketing, and video production. This is a partnership and the CITY’s costs will include part of a staff person, $22,000 to the Empowerment Institute for research, communications, and a management/administrative fee for the participation of 25 Blocks (information meetings, training, coaching, etc.) and to manage data and post program engagement and compile final report with metrics $22,000 Total Not-to-Exceed for Cool Block Program $22,000 Tasks for Electrification Pilot Budget per Task A. Gather data from 3 (virtual or face to face) Focus Groups $9,000 Page 12 of 13 comprised of existing Cool Block leaders and members B. Update electrification action in Topic 4 of Cool Block program to align with the City’s overall electrification goals $875 C. Provide electrification information to previous block participants including new electrification plan template; for new 2020 blocks add electrification to Topic 4 Home Energy Genie (HEG) discussion $1500 D. Within the existing Cool Blocks, seek to expand Electrification Initiative participation to include all block neighbors onto the Cool Block team $750 E. Create virtual training course and supporting materials to enable existing BLS to execute the electrification meetings with their extended neighbor. $2500 F. Provide detailed feedback on the pilot program to the City of Palo Alto. $3,375 Total Not-to-Exceed for Electrification Pilot $18,000 G. Virtual tour of all-electric home (if possible) $0 Total Not-to-Exceed for Additional Services $5,000 Sub-total Amendment No. 1 $45,000.00 Sub-total Basic Services & Amendment No.1 $70,000.00 Maximum Total Compensation $70,000.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: none unless approved in advance by City’s project manager. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY’s project manager. Page 13 of 13 ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement, including the not-to-exceed amount specifically identified in Exhibit C. PAYMENT SCHEDULE The Consultant will be paid per task as expenses occur related to the Major Activities listed in Exhibit B Schedule of Work. Invoices shall be submitted on a monthly basis. Invoices shall be submitted and detail the actions taken over the billing period. City of Palo Alto (ID # 11413) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: 235 Hamilton Ave: Upgrade Historic Inventory From Category 3 to Category 2 Title: Adoption of a Record of Land Use Action Approving a Change to the Local Historic Resources Inventory Classification for 235 Hamilton Avenue (Cardinal Hotel) From a Category 3 (Contributing Building) to a Category 2 (Major Building) Historic Resource. The Historic Resources Board Recommends Adoption of the Record of Land Use Action. Approval of This Historic Designation is Exempt From the California Environmental Quality Act (CEQA) in Accordance With Section 15301 of the CEQA Guidelines From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council reclassify 235 Hamilton Avenue, the Cardinal Hotel, originally constructed in 1924, from a Palo Alto Historic Inventory Category 3 Resource (‘Contributing Building’) to a Category 2 Resource (‘Major Building’) as recommended by the Historic Resources Board (HRB). Executive Summary This report and Record of Land Use Action (Attachment A) provide background and support the HRB’s recommendation to upgrade the Cardinal Hotel’s Historic Inventory classification from Category 3 (‘Contributing Building’) to Category 2 (‘Major Building’). The building is located within the Ramona Street National Historic District and Commercial Downtown and provides ground floor retail spaces, as well as 59 hotel rooms. The HRB recommended the classification upgrade on May 14, 2020. Over the years, the Cardinal Hotel was upgraded for adaptive, modern uses and general maintenance. Yet the hotel is individually eligible for listing in the California Register of Historical Resources (CRHR) under Criteria 1 and 3. The building, designed by William H. Weeks, City of Palo Alto Page 2 was previously found significant as a contributing building within a National Register historic district. The building is additionally significant for its role as a commercial hotel developed to anchor the commercial corridor on Ramona Street that was only just taking shape in 1924. The building was the first to be completed as part of the larger work by the Palo Alto Development Company, and the Cardinal Hotel became an important social and recreational space for Palo Alto in addition to providing commercial uses. Background/Discussion The hotel was first evaluated and added to the local historic inventory in May of 1978 as a Category 3 resource. The inventory form was later updated on March 4, 1985 (Attachment B), when the property was deemed a contributing building to the National Register Ramona Street Architectural District (Attachment C). Palo Alto Municipal Code (PAMC) Chapter 16.49 defines a Category 3 contributing building as: “a good local example of architectural styles and which relate to the character of a neighborhood grouping in scale, materials, proportion or other factors. A contributing building may have had extensive or permanent changes made to the original design, such as inappropriate additions, extensive removal of architectural details, or wooden facades resurfaced in asbestos or stucco.” PAMC 16.49 defines a Category 2 major building as: “any building or group of buildings of major regional importance, meritorious works of the best architects or an outstanding example of an architectural style or the stylistic development of architecture in the state or region. A major building may have some exterior modifications, but the original character is retained.” Evaluation and Upgrade Request The property owner contacted staff in August 2019 to alert staff to a potential façade upgrade, and desire to preserve historic features. Staff received funds from the owner to have the City’s historic consultant prepare a historic resource evaluation (HRE), completed in October 2019. The HRE was sought to help define the historic features and explore the building’s eligibility for the CRHR. The owner noted interest in the possibility of reclassifying the local inventory category and various benefits of a Category 2 designation. Benefits include floor area bonus following rehabilitation, which may be transferred off site to offset the costs of rehabilitation. The owner has not filed an Architectural Review (AR) application for the rehabilitation work. The owner is working now to submit a building permit for seismic rehabilitation work. The attached record of land use action provides additional background information. HRB Recommendations City of Palo Alto Page 3 On May 14, 2020, the HRB reviewed the historic resources evaluation (Attachment B), staff report1 and received presentations. Meeting minutes are attached to this report (Attachment C). Local Inventory Category Upgrade The HRB confirmed elevating the building’s local inventory historic category from 3 to 2 was appropriate. Some members supported consideration of the building as an exceptional building eligible for local inventory category 1. The HRB also encouraged the building’s owners to consider a further request at a future date to change from a Category 2 to a Category 1.2 The HRB report included the original Historic Inventory form reflecting the Category 3 status as well as the recent Historic Resource Evaluation. The HRB recommended the class upgrade with no requirement for rehabilitation. The HRB action affirming this recommendation for upgrade to a Category 2 ‘Major Building’ is documented in the draft excerpt HRB meeting minutes from May 14, 2020. California Register Eligibility The City’s October 2019 independent report found the building is eligible for CRHR listing under two of the four criteria: • Criterion 1 (Events): Resources that are associated with events that have made a significant contribution to the broad patterns of local or regional history, or the cultural heritage of California or the United States. The property meets Criterion 1. For its role in the development of Palo Alto and the University South neighborhood, the building is significant. The building is also significant as the work of a prolific California architect, William H. Weeks, and is an important early project in the career of Birge Clark, Palo Alto’s most important architect. • Criterion 3 (Architecture): Resources that embody the distinctive characteristics of a type, period, region, or method of construction, or represent the work of a master, or possess high artistic values. For the importance of its architects, as well as its refined Italian Renaissance Revival façade and Arts and Crafts interior, the Cardinal Hotel is significant under Criterion 3. 1 HRB staff report dated May 14, 2020 viewable here: https://www.cityofpaloalto.org/civicax/filebank/documents/76588 2 PAMC 16.49 defines a Category 1 Exceptional building as “any building or group of buildings of preeminent national or state importance, meritorious work of the best architects or an outstanding example of the stylistic development of architecture in the United States. An exceptional building has had either no exterior modifications or such minor ones that the overall appearance of the building is in its original character.” City of Palo Alto Page 4 The HRB was supportive of the report’s conclusions, as reflected in the meeting minutes. Ramona Street Architectural District The building and construction of the Ramona Street Architectural District was carried out by designer Pedro de Lemos, a prominent regional designer, and Birge Clark and William H. Weeks, well-known local architects. The district was central in the 1920s and 30s expansion of Palo Alto’s downtown commercial district and its location addressed concerns that the town center was growing too laterally along University. The Ramona Street Architectural District contains eight National Register District contributing buildings. The Cardinal Hotel is one of two Inventory Category 3 buildings in the district. The district also has two Category 1 buildings, three Category 2 buildings, and one Category 4 building. The eight buildings were built between 1924 and 1938. The Inventory Category 1 resources in the district are both Pedro de Lemos’ buildings – the building at 520 Ramona, originally built in 1925 but modified significantly over time, and 533 Ramona (the NOLA restaurant building). The addresses of buildings in the district and associated Inventory category numbers are as follows: • 235 Hamilton Category 3 • 267 Hamilton Category 3 • 520, 522, 524, 526 Ramona Category 1 • 528-530 Ramona Category 2 • 533-539 Ramona Category 1 • 532, 534-536 Ramona Category 2 • 538-542 Ramona Category 2 • 541-545 Ramona Category 4 The City’s the local inventory reflects a total of 89 Category 1 resources, 266 Category 2 resources, 237 Category 3 resources, and 281 Category 4 resources, citywide. Architectural Review Any façade restoration or rehabilitation improvements would be subject to Architectural Review (AR) with HRB review and recommendation to ensure compliance with the Secretary of the Interior’s Standards. The owner intends to remodel several rooms on the second and third floors. The remodel would reduce the total number of guestrooms by a count of ten. The project intent is to preserve the exterior to the maximum extent possible, to not take away from the architectural style and aesthetics of the original design. This would be done in conjunction with a voluntary seismic upgrade to remove the deficiencies called out in a City of Palo Alto Page 5 structural report and engineer’s assessment. The owner intends to utilize the California Historic Building Code in preparation of the seismic analysis and building permit submittal. Policy Implications Following Council reclassification of the building as a Category 2 building, the property owner intends to proceed with a seismic rehabilitation project. After the project is completed the owner may seek a floor area bonus and later, the applicant may pursue historic rehabilitation. Bonus floor area is transferrable to a non-historic building in the Downtown, and the PAMC sets forth processes to document any such transfer. The owner may instead submit an Architectural Review application to use the bonus floor area on site. Modification of the building exterior with bonus floor area would be subject to review for compliance with Secretary of the Interior’s Standards during AR application review process. Resource Impact Any project utilizing bonus floor area on site would include review by the Historic Resources Board and Architectural Review Board. The owner would pay the appropriate processing fees in effect at that time, as defined in the Municipal Fee Schedule. Stakeholder Engagement The HRB members have been the key community partners during the process to reach this point. Environmental Review Reclassification of a historic building to a higher category of resource is exempt from CEQA review under California Environmental Quality Act and CEQA Guidelines per Section 21065. Attachments: Attachment A: Record of Land Use Action (RLUA) for Upgrade to Category 2 Resource Attachment B: Historic Resource Memorandum October 2019 Attachment C: HRB Draft Excerpt Minutes 5-14-20 ATTACHMENT A ACTION NO. ------2020 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO’S LAND USE ACTION TO UPGRADE 235 HAMILTON AVENUE FROM HISTORIC RESOURCES INVENTORY CATEGORY III TO CATEGORY II On June 22, 2020, the Council _____ the property owner’s request to reclassify the commercial building (Cardinal Hotel) at 235 Hamilton Avenue from a Category 3 to a Category 2 historic resource on the City’s Historic Resources Inventory, making the following findings, determination and declarations: SECTION 1. Background. The City Council of the City of Palo Alto (“City Council”) finds, determines, and declares as follows: A. In August 2019, the property owner met staff to discuss a façade remodel and explore the possibility of reclassifying the building related to a rehabilitation proposal. With the owner’s request and funding, staff obtained a historic resource evaluation from the City’s consultant, Page and Turnbull, which supported the classification upgrade and described the building’s eligibility for individual listing on the California Register under Criterion 1 and criterion 3. B. On May 14, 2020, the HRB received a staff report (ID #11087) and conducted a public hearing and concurred with the evaluation regarding the building’s eligibility for upgrade from local inventory historic category 3 to category 2. SECTION 2. Environmental Review. This project is exempt from the provisions of the California Environmental Quality Act (CEQA), per Section 15301. SECTION 3. Designation Findings. A. The following criteria, as specified in Municipal Code Section 16.49.040 (b), shall be used as criteria for designating historic structures/sites to the historic inventory: 1. The structure or site is identified with the lives of historic people or with important events in the city, state or nation; 2. The structure or site is particularly representative of an architectural style or way of life important to the city, state or nation; 3. The structure or site is an example of a type of building which was once common, but is now rare; 4. The structure or site is connected with a business or use which was once common, but is now rare; 5. The architect or building was important; 6. The structure or site contains elements demonstrating outstanding attention to architectural design, detail, materials or craftsmanship. Page 2 of 2 The building at 235 Hamilton Avenue met many of the above criteria when it was first listed on Palo Alto’s Inventory. With its inclusion in the National Register Ramona Distirct, and the 2019 assessment, the building’s status as a historic resource has improved. B. The definition of Category 2 in Municipal Code Section 16.49.020 (b) must be met to allow the upgrade to the structure’s category designation: Category 2 Definition: "Major building" means any building or group of buildings of major regional importance, meritorious works of the best architects or an outstanding example of an architectural style or the stylistic development of architecture in the state or region. A major building may have some exterior modifications, but the original character is retained. The building at 235 Hamilton Avenue meets the Palo Alto Inventory Category 2 definition, as per the HRB’s determination. C. California Register of Historical Resources listing: The structure appears eligible for listing on the California Register of Historical Resources, under two of the four criteria. The property’s eligibility under Criteria 1 and 3 is described in the report prepared by Page and Turnbull, October 2019 (Attached to ID #11087). SECTION 5. Category Upgrade Approved. The City Council approves the property owner’s request for re-designation of 235 Hamilton Avenue to a Category 2 historic resource on the City’s Historic Resources Inventory. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Development Services APPROVED AS TO FORM: ___________________________ Senior Asst. City Attorney Direct Link to Attachment B: Historic Resource Memorandum: https://www.cityofpaloalto.org/civicax/filebank/documents/77215 City of Palo Alto Page 1 Call to Order/Roll Call Present: Chair Bower, Vice Chair Shepherd, Board Member Makinen, Board Member Pease, Board Member Wimmer, Board Member Bernstein Absent: Board Member Kohler Action Items 2. PUBLIC HEARING/QUASI-JUDICIAL. Cardinal Hotel, 235 Hamilton Avenue [20PLN-00024]: Request for Historic Designation Reclassification, from a Local Historic Resource Category 3 to a Category 2, of the Cardinal Hotel located within the National Register of Historic Places’ Ramona Street Architectural District. Environmental Assessment: No project under California Environmental Quality Act and CEQA Guideline per Section 21065. Zone District: CD-C (GF)(P) – Downtown Commercial with Ground Floor and Pedestrian Shopping Combining District. For more information contact Amy French, amy.french@cityofpaloalto.org. Chair Bower: We can then move to Agenda item number two, which is… Wait a minute, 235 Hamilton, Cardinal Hotel. So, let me read the official description. This is a public hearing/quasi-judicial. The Cardinal Hotel at 235 Hamilton Avenue, which is 20PLN-00024. It is a request for Historic Designation Reclassification from a Local Historic Resource Category 3 to a Category 2 of the Cardinal Hotel located within the National Register of Historic Places’ Ramona Street Architectural District. Environmental Assessment: there is no project under California Environmental Quality Act and CEQA Guidelines per Section 21065. The zoning district is CD-C (GF)(P) – Down Commercial with Ground Floor and Pedestrian Shopping Combined District. For more information you can contact Amy French at amy.french@cityofpaloalto.org. Ms. French: Thank you David. Chair Bower: Let me start before you begin, Amy. Are there any disclosures from Board Members? I will start by saying that I have visited the hotel many times, but not recently. Anyone else have any disclosures? I’m not seeing anybody. Oh, Michael. Board Member Makinen: We had a tour of the hotel by the project people sometime in March I think it was. We went through the hotel site. Excuse me, that was the other hotel. Cancel that. Chair Bower: Martin, I see your light. Board Member Bernstein: Yes. Thank you, Chair Bower. So, I’ve been in the hotel. I’ve been given a tour of the hotel and I personally have given tours of the hotel. That’s my disclosure. Thank you. Chair Bower: Alright. I’m seeing other people shaking their heads no. So, Amy, why don’t you begin with the Staff Report. HISTORIC RESOURCES BOARD MEETING EXCERPT DRAFT MINUTES: May 14, 2020 Item 2 Virtual Teleconference Meeting 8:30 A.M. City of Palo Alto Page 2 Ms. French: Okay. Well today we are, it’s hotel day. We’ve got two hotels, the first being the Cardinal Hotel. This is Item Two. The hotel was built in 1924 and it is History Inventory Category 3 on our local inventory. It was put there is 1978 as a Category 3. Then in 1985 it was put as a Contributing Resource to the National District. That’s when the National District at Ramona was put into that category. The Cardinal Hotel is the first building that was built in the Ramona Street District and per the Historic Resource Evaluation prepared by Page & Turnbull in the fall of 2019, it is eligible as an Individual Resource under Criterion 1 and Criterion 3. It is designed by William Weeks in the Italian Renaissance Revival Style. Birge Clark was the supervising architect and it has been largely unaltered since 1944. It is just, with its existing Category, eligible for using the California Historical Building Code and energy standards, as well as Historic Preservation incentives in the City’s Zoning Code. It is a Seismic Category II Building and alternations based on the seismic issues have been in discussion so far, but there is no application submitted. The Cardinal Hotel is in, and I’ll say what these are, Commercial Downtown Ground-Floor Pedestrian Zone. That enables a building such as this with a 283 FAR to apply for historic bonus for use on site up to the 3 to 1, but the applicant has not indicated interest so far, and that the applicant has indicated interest in potentially transferring bonus floor area off the site following rehabilitation. So, this is in our code, Palo Alto Municipal Code Section 18.18.070 that allows the applicant to perform rehabilitation for both historic and seismic reasons and go through a process on that. But only the Council can approve on-site use of such bonuses, again, only up to the 3 to 1 FAR. The Cardinal Hotel, the reason it is eligible for California Register Individual Listing is for its role in Palo Alto’s commercial development and its distinctive characteristics of a type, period or method of construction. These are considered significant. It also meets all seven of the aspects of integrity as noted. The Cardinal Hotel has some alterations to date. The ground floor commercial spaces, storefront doors and display windows, upper floor windows were replaced with original fenestration openings. The intact features include the ground floor bulkheads, windows and transoms, the window rhythms and all original decorative façade details. The hotel lobby is special. It has craftsmanship from the American Arts and Crafts Movement in the 1920s and you can see there are still the retained flooring, ceiling, fireplace and other items still intact. A stairway was clearly added at some point later, on the right there. So, we’re looking to make the findings for the upgrade inventory classification on the City’s inventory, the reasons being it’s the first commercial anchor for the Ramona Street Historic District. It’s meritorious work of the architect and his supervising architect. It retains many character-defining features, all sever integrity aspects and the original character is intact. Our consultant, Page & Turnbull, who is also a participant are watching the presentation today has determined that it exceeds the criterion set for Category 3 buildings, and more appropriately classified as a Local Inventory Category 2. So, this is tentatively on the Council agenda consent for June 22. I’ll leave that slide up and turn it over to the applicant, who has images to share. Abha, are you participating? Abha Nehru: Yeah. Good morning. Yes, I wanted to have the screen… Vinh you want to… Mr. Nguyen: I (not understood) Amy screen shared, so you can share your screen now. If you are unable to, I can also project it for you. Ms. Nehru: Okay, alright. Let me check and then I will start. I will keep my video off because my internet here can be spotty, so thanks for understanding. Good morning Chair Bower, Vice Chair Shepherd, good morning to all board Members. I am Abha Nehru and I work with Carrasco and Associates. I would like to first thank Amy and the City staff for their research and work on this project. I would also like to thank the Board and staff for working through the pandemic and for organizing this on-line hearing. We all really appreciate that. To start with, I would like to introduce Stephanie Wansek. She is the general manager of the Cardinal Hotel and is representing the owners. Vinh, could you unmute her? She just has a few lines that she would like to say. Mr. Nguyen: Sure. Could you say, which name again? Ms. Nehru: Stephanie Wansek. Stephanie, could you raise your hand? Mr. Nguyen: Okay, I have unmuted you, but you have to unmute yourself as well. City of Palo Alto Page 3 Stephanie Wansek: Yes, good morning. Are people able to hear me? Chair Bower: Yes. Ms. Wansek: Good morning everyone. Thank you for your time again to echo Abha. I just wanted to read a few words. It has been my pleasure to manage the Cardinal Hotel for the past twenty years. During its proud history since 1924 the Cardinal Hotel has listed countless visitors to downtown Palo Alto. We proudly know the Cardinal to be a significant historic node since it was built. It was built to bring commercial development to Hamilton Street. It also became the scene of local community gatherings and dance events. The Cardinal Hotel continues its 95-year-old tradition to offer travelers visiting Palo Alto on business or leisure an experience noteworthy of remembrance. Global and domestic travelers visiting Palo Alto, Stanford and the San Francisco Bay Area experience the 1920s Revival Period while at the same time being part of today’s Palo Alto. Guests who visit the Cardinal are constantly impressed with the thoughtful preservation of the hotel and the authentic experience of their stay. The Dahl Family has owned this historic hotel since 1944 and have through the generations continued to preserve and celebrate its history. We look forward to hearing your feedback today regarding our proposal. Thank you. Chair Bower: Abha, do you want to continue? Ms. Nehra: Yes, I can continue, thanks. So, on behalf of the Cardinal Hotel ownership we are requesting that the Cardinal Hotel be designated as a Category 2 building in the Palo Alto Historic Inventory listing. It is currently listed as a Category 3 building. So, it’s a visual landmark anchored on the corner of Hamilton and Ramona. It is currently part of the Ramona Street Architectural District. It was built in 1924, designed in an Italian Renaissance Revival style by the prolific California architect William H. Weeks in collaboration with Birge Clark. It was the first hotel of its kind and the builders spared no expense to make the Cardinal Hotel the last word in hotel buildings at that time. The image on the right shows how the Cardinal Hotel is anchoring the Ramona Street Architectural District at the corner of Hamilton and Ramona. I’ll just walk you through the existing and the 1924 plans to show that not much has been altered over the years. This is the basement plan. The basement they were primarily using it for storage, housekeeping, mechanical and utility rooms were there. At one time there was also a dance floor in the basement. Not much has changed since then except for the fact that there is no dancing happening there. We still have our utilities, server rooms and storage in the basement. This is the current basement plan from 2020. This slide shows the first-floor plan drawing from 1924. We just outlined the lobby and the main entrances from Ramona and Hamilton which was part of the main hotel reception and still is. Surrounding ground floor spaces are all retail and they were designed as retail earlier and they still are retail now. The shaded areas show the retail portions. We have an alley on the side, on the southwest side. The main entry being from Hamilton and the second entry is from Ramona side. The legend here shows a few changes that have happened over the years, and these primarily are glazing doors or windows that have been replaced or repaired over time. The second and third floor plans are the guest floors, and this is a u-shape on the second and third floors around the light well. The interior guest rooms get this light and air from this rectangular lightwell and it will be more clear on the next image. These rooms and these floors, both second and third floor have not been modified or altered over the years. There has not been much change except for upgrade to bathrooms, styles and plumbing. So, I’ll just breeze past these slides. These were just to show you that the second and third floor plans have remained intact. This is a roof plan, not much change, same as before. This is an elevation drawing of Hamilton Avenue from 1924 and the next image would show how this building looks like today, 2020 elevation. The notations here show that along Hamilton the windows and glazing have been changed or repaired over time. There has been some added signage and fabric awnings, but the building primarily looks the same as it did in 1924. The next slide will show a Ramona drawing. Similarly, only the windows and glazing along this façade have changed over time. The windows on the second and third floors have been replaced, but within the opening fenestration. This is the Ramona Street elevation from 2020. We have noted what has changed. There has been the addition of a neon sign which wasn’t there in 1924, but we think it was still added around later in the 1920s because we see that in images from 1930 onwards. These are rare elevations. The only changes we see again are replacement windows which are City of Palo Alto Page 4 noted here. This is the west alley elevation. Again, just the modification to windows, window replacement on the second and third guest floors and glazing replacement at the first-floor corner here where we have the Base Gallery right now. So, I just have a few more images to share with you. The hotel opened in December, but the formal opening of the hotel was on December 13. This was an article in San Jose Mercury (not understood) at the time announcing the grand opening of the hotel. This is how the building looked from the southeast corner from 1924 and if I take a black and white image now today, it would almost look the same. This is a view, southeast view from 2020. There has been some addition of a neon sign and the flag posts are not there any longer. The building looks the same. This is the Hamilton façade today. Here, this image shows the material palate of stucco, terra-cotta, wrought iron and we have clay tile at the top edge. There were shields designed in the spandrel panels between windows and this is typical along Hamilton and Ramona façade. Horizontal (not understood) reminiscent of those times was used to separate the first floor from the two upper levels. This is the main Hamilton entry. It has spiraled classical Corinthian columns at Hamilton entrance and a metal marquee over this entrance and it is similar at the Ramona entrance. You can also see the stained-glass transom window at the corner there next to the pilaster. The next image shows how the hotel lobby looked in 1924 and the hotel interior again has primarily stayed intact. If I were to take this image as a black and white image today, I probably would not be able to make out the difference, except that there was a stair added at some point, which goes to the mezzanine level. The last few images. This is the main stair; the left image shows the main stair from 1924 and we took the main stair image as a black and white for 2020. The difference being only that today’s picture is a little sharper. My last slide, I just want to conclude that the Cardinal Hotel was the first building constructed to attract commercial development on Hamilton and Ramona Streets. It was followed by other contributing buildings that became part of the Ramona Street Architectural District. The character-defining features of the building are substantially retained. It represents distinctive characteristics of style, period and workmanship. The collaboration of William Weeks and Birge Clark shaped the path for the other buildings that followed in this district. Lastly and most importantly, the owners wish to preserve this history for the future generations. Thank you for your time and I will mute myself now and answer any questions that you may have. Chair Bower: Okay. So, at this point thank you very much for that presentation. It’s a beautiful building and it is remarkable how much of the original historic fabric is still there. I’d like to take, at this point, to have Board Members ask questions, just questions. We’ll have a discussion after that. Any Board Members have questions? I’m going to start by calling on people, just to make it simpler. Christian, any questions? Board Member Pease: Not at this time. Chair Bower: Okay, Debbie? Vice Chair Shephard: No, thank you. Chair Bower: Okay. Mike? Board Member Makinen: No questions. Chair Bower: Okay. Margaret? Board Member Wimmer: Yeah, I don’t know if this is an appropriate question for this part of the meeting, but I’m just wondering why you, have you considered moving it to a Category 1? I just was, I think it’s great that you’re moving the category to a greater significance. I just was wondering why 2 and not go for a Category 1? Just out of curiosity. Ms. Nehra: I think we asked Page & Turnbull to review this building. At that time the methodology and the criteria they used, they thought it would fit the Category 2 instead of Category 1. That it would not meet the criteria set by the HRB Board. So, they made that call, and maybe Christina can address that. She is here attending the meeting. City of Palo Alto Page 5 Chair Bower: Christina, can you respond if you want. Board Member Wimmer: I was just to interject. I mean, the difference between the Category 1 and Category 2, the Category 1 is an exceptional building, a Category 2 is a major building. I mean, because this building hasn’t had a lot of alterations, it’s largely intact, it keeps its character. I mean, for me it’s kind of an exceptional building, so I just, I’m just thinking since you’re going through this effort to move it up. Maybe just the Category 1 would obligate you to things that you don’t want to be obligated to. Because in that sense, you could become a national level recognized building, which I think, I mean I would be in support of that just because I think it’s such a landmark. Ms. French: So, Vinh, Christina is on the attendee side, so she needs to be unmuted. Christina (no last name): Hi, can you hear me? Chair Bower: Yes. Christina: I’m actually, so I wasn’t the author of the Historic Resource Evaluation and I did review it but I didn’t see that we opined about category level. We were evaluating for the California Register, so I’m not sure if this was a separate conversation that my colleague had perhaps with Amy. Amy might have more information about that, but I don’t actually have anything to contribute about this. I’m sorry. Chair Bower: Okay. Amy, you have a comment. Ms. French: Yeah. I didn’t recall a conversation suggesting that Category 2 is the appropriate category. I mean, we have our Palo Alto Municipal Code, Chapter 16.49 that has, you know, the findings or the categories and, yes, exceptional building is one of them, Category 1. As a comparison, the President Hotel is also a Category 2, not a Category 1. We’re seeing that later today. I think because there are rehabilitation features that could happen on this building, then the question would be, after those happened is it then eligible for Category 1. That would be a kind of a question that I would have. You know, Category 1, how many Category 1 buildings do we have in Palo Alto. That’s a question I have and what differentiates them from the Category 2s and I don’t have an answer. Chair Bower: Okay. So, I’d like to suggest that for today, let’s just consider the change from Category 3 to Category 2, but I’m very interested in Margaret’s suggestion and it would be worth having another, looking at this issue at a different meeting. Not that the applicant needs to come, but we as a Board could look at the definitions, look at the list of buildings that are Category 1 and Category 2, and then maybe think about changing the designation at that meeting. But for today, let’s just focus on this change from 3 to 2. Board Member Wimmer: I just wanted to say one last thing. The Board has discussed that at length before, but we’ve never made any changes to the Categories 1 through 4. We were considering saying historic, nonhistoric, just having one category. I mean, I still think that there is, having 4 categories is good and I think we should maybe have a workshop to take a look at the definitions. Chair Bower: Okay, great. Thanks Margaret. Martin, do you have any questions? Board Member Bernstein: Yes. Am I unmuted? Chair Bower: You are. Board Member Bernstein: My question would be to the owner or owner representative, has the owner or owner representative considered raising it to Category 1? Ms. Nehru: We had not considered it but we can look into it. We would have to talk with the owners. City of Palo Alto Page 6 Chair Bower: Is that a no. Ms. Nehru: No, I’m, I haven’t talked to them and this didn’t come up at our meetings at all, so… Chair Bower: I understand. I’m not saying you are not interested in it. I’m just verifying that you hadn’t considered it. That’s all. So, everybody has spoken. I have a couple of questions about, just detail questions. Do you happen to know the age of that stair, when that stairway in the lobby was installed? Do you have any idea when that came? Ms. Nehru: No, off the top of my head I do not, but it has been there now for a long time. Maybe Stephanie, the manager of the hotel knows when it was put in. Chair Bower: I’m asking because if it’s over fifty years, it then becomes significant fabric. I think it’s over fifty years because I remember it there when I was in high school. So… Ms. Nehru: Let me meanwhile check with her if she knows this. Chair Bower: It’s just something to consider. It’s not really part of this. The next question I have is, I noticed that the building has extraordinary symmetry in its architecture and that the awnings for Osteria, a favorite restaurant of mine, really obscures those upper windows. I’m assuming those windows are still there. Is that the case? I think they are. Ms. Nehru: Yes, that’s correct. They are still there. We peeked inside to check. Chair Bower: So, I’m wondering if at some point in the future you might consider removing that awning which obscures that important symmetric design. It’s half of that Hamilton façade on the first floor, and that maybe there would be another opportunity for signage. Osteria has been there a very long time. It’s clearly recognizable and known in the community. I hope it remains there in this difficult time. But it’s something I’m just suggesting that at a further or future date might consider unmasking the windows. Ms. Nehru: Thanks for that comment and yes, we are looking at that. Chair Bower: Okay, great. Thank you. Those are all my questions. I guess if there are no further Board Member questions, I’ll bring this back to the Board for discussion. We will need to create a motion to move this forward and vote on it. So, what we’re being asked to do is to recommend that the building be reclassified from a Contributing Building Category 3 to a Major Building Category 2 resource on the History Inventory. So, comments or discussion by Board Members? Let’s see, I started with Christian last time. Let me start with Martin this time, since you were at the end. Martin, any discussion? Board Member Bernstein: Not at this point. Chair Bower: Okay. Let’s see, how do we go through, Margaret, I guess you are up next. Any discussion? Board Member Wimmer: Yes. I mean, I’m just going to go back to my original comment about I think this is an exceptional building. I think it’s the cornerstone of the Ramona Street District. I think that Palo Alto doesn’t have a lot of Category 1 buildings. I think this is an opportunity for us to have, it’s an exceptional building. And I don’t know strategically if Category 2 gives them more or Category 1 limits them what they can do in the future, but I mean, I’m in support of it being moved up. I would also be in support or encourage them to investigate becoming a Category 1. I mean, we, that could be a feather in Palo Alto’s cap, having more historic buildings. I think this is a perfect, it’s almost 100 years old, right. It was built in 1924. We’re four years away from it being a 100-year-old building. I think it’s time for Palo Alto to recognize that and to celebrate that and I think it’s an exceptional building. I would encourage the applicant to not settle for Category 2, because I clearly think it’s a candidate for a Category 1. City of Palo Alto Page 7 Chair Bower: That’s a good point, Margaret. I think that for today’s consideration we need to stay with the move from 3 to 2, because I think, as I just mentioned, there is, I think there is further investigation before we do that. I’m in support of looking at that and doing that. Board Member Wimmer: But if we have a motion and we all agree to move it up to a 2, I mean, is this just lost then, or is there… Can we just, I guess when we craft our motion, we can encourage them to investigate a Category 1 in our motion, I guess. Chair Bower: Amy, do you have a comment on that? Ms. French: I would just say, you know, let’s stay the course as you suggested a Category 2. That gets them into the floor area bonus territory where they can, you know, hopefully get some benefit to make some additional improvements to the building that would bring it into further compliance at the storefront level, because they’re interested in doing some of those things. And then we can return with whatever they plan to do with the building, be it seismic or historic rehab at the storefront level, and have that discussion again. And if they want to delay going to Council with the upgrade to have those conversations, we can certainly do that. But I wouldn’t want to delay them because we do have a tentative date of June 22 for this category. Chair Bower: Sure. I think my feeling is that before we move up to Category 1, we would need to look at the awning and some other minor architectural changes that would make a difference. So, I think it’s up to the applicant if they want to postpone it, we can certainly figure out a way to put this back on our agenda to move it up to a Category 1. I don’t see that the action we take today will preclude another hearing to change the category again from 2 to 1. (crosstalk) Ms. French: David, can I just say before you take a vote that we need to make sure the public is invited to comment if there is anyone to comment on this item. Did we get any requests? Chair Bower: Oh, thank you. I had that on my list after the Board discussion. So, Vinh, you can look and see if anyone, any public member would like to speak, if they could use the raise your hand feature. After we have this discussion, we will have those comments. So, Debbie, do you have any comments or discussion? Vice Chair Shepherd: No, I don’t at this time. Chair Bower: Okay. Mike, how about you? Board Member Makinen: I pretty much agree with Margaret’s comments that we should look further at a Category 1. I think the motion should contain some wording that the Board strongly recommends further consideration for a higher upgrade or Category 1. I think that should be in the motion. Chair Bower: Okay. Christian, any discussion? Board Member Pease: I agree with Mike’s suggestion. Chair Bower: Okay, I can’t see Martin, but Martin, do you have any further comments? Board Member Bernstein: No further comment. Chair Bower: Okay, Vinh, do we have any members of the public who would like to speak to us on this item? Mr. Nguyen: Yes, we do. We have one raised hand from John. If there is anyone else who wants to speak on this item, please raise your hand now. The raise hand button is at the bottom of your Zoom City of Palo Alto Page 8 screen. If you’re calling in from a phone, you can raise your hand by pressing *9. John, I will unmute you now so you can speak. John: Thank you Vinh. Can you hear me? Chair Bower: Yes. Welcome John. John: Thank you Chair Bower and HRB. Thank you, guys, for looking at this. I’m a big fan and a big supporter of the Cardinal Hotel. I’m so grateful that, like many other owners, but like the Thoits family, the Dahls have just been great caretakers of this asset for so many decades and I applaud and support their application today to move to a Category 2. I understand ya’lls interest and support of even going to a 1. It is a fantastic asset for the downtown. I just want to point out that these kinds of moves and such have lots of implications and issues and costs that the owners need to figure out and to not do anything that’s going to tie their hands, you know, especially in today’s economy and COVID-19 and they’re a hotel and all of these things. You know, I would hope, and I don’t know exactly what I’m speaking to. Amy would be the guru, but really, I would just hope ya’ll would approve this so it opens up their avenue for some financing vehicles to help them continue to maintain and analyze projects to enhance the building in the years to come. I just want to voice a very strong level of support. The Thoits family owns buildings across the street as well as throughout the downtown, and it was fun by the way, to see in the historic analysis some of the Thoits family members mentioned for their contributions and activities on neighboring buildings there on Ramona. Oh, I don’t know, 100 years ago. But anyway, I think it’s fantastic and I applaud Stephanie as their manager on the asset to undertake this and explore it, because it’s a great step toward preserving our downtown. I thank ya’ll there and hope you vote yes. Thanks. Chair Bower: Thank John for sharing and spending time with us today. Of we have no further public comments Vinh? Mr. Nguyen: Chair Bower, that concludes the public comments for this item. Chair Bower: Okay, well, let’s move on to crafting a motion. I don’t think it has to be complicated. Anyone want to step up to that. Wow, don’t raise your hands all at once. MOTION Chair Bower: Well, I can start and then you can tell me, you can let me know if there are things I’m missing. I would say that I move that we recommend that the Council reclassify the building from a Category 3 to a Category 2 building on the Palo Alto Historic Resource Inventory and would encourage the building’s owners to consider a further request at a future date to change from a Category 2 to a Category 1, but that is not contingent on this particular approval. How’s that Amy? Do you think that’s clear? Ms. French: Yes, I think that works. Certainly, you know, I hear the motion and I think there is something we can do to take a look at the Ramona District and see, you know, how many of those buildings are Category 1 versus Category 2 individually, and I can get a report back to the HRB to help the Board with their deliberation for next steps, if the applicant wishes to go with Category 1. Chair Bower: I want to be very clear for the minutes, in the minutes that it’s an encouragement to change from Category 2 to Category 1. It is not a requirement and is not, I don’t want the owners to feel like they are being pushed to do something they are uncomfortable with. Because as John just mentioned, there are many implications of changing categories. Okay. Do I have a second? Board Member Makinen: I’ll second it. City of Palo Alto Page 9 Chair Bower: Okay, Mike, your second. Is there any further discussion or are we ready to vote? I don’t see any further discussion so I’ll just go right down the line and ask people to vote yes in favor or no, not in favor. Christian? Board Member Pease: Yes. Chair Bower: Okay. Mike? Board Member Makinen: Yes. Chair Bower: Debbie? Vice Chair Shepherd: Yes. Chair Bower: Margaret? Board Member Wimmer: Yes. Chair Bower: Martin? Board Member Bernstein: Yes. Chair Bower: Okay, and I’m also a yes so that’s a unanimous six votes for changing this. MOTION PASSED WITH A VOTE OF 6-0. Chair Bower: I want to thank all the people who have participated in this, staff and of course, the applicants and the applicant’s consultants. It was a very thorough review and when you see me looking down, I ‘m actually looking on my iPad at the very long 100-page reports. I’m not reading my phone. But it helps to be able to see that. I can’t do that on my computer. Okay, thank you for that. Thank you for all who have participated. 1 of 1 TO: HONORABLE CITY COUNCIL FROM: ED SHIKADA, CITY MANAGER DATE: JUNE 22, 2020 SUBJECT: AGENDA ITEM 28 - 235 Hamilton Ave: Upgrade Historic Inventory From Category 3 to Category 2 Title: Adoption of a Record of Land Use Action Approving a Change to the Local Historic Resources Inventory Classification for 235 Hamilton Avenue (Cardinal Hotel) From a Category 3 (Contributing Building) to a Category 2 (Major Building) Historic Resource. The Historic Resources Board Recommends Adoption of the Record of Land Use Action. Approval of This Historic Designation is Exempt From the California Environmental Quality Act (CEQA) in Accordance With Section 15301 of the CEQA Guidelines Attached is an updated Record of Land Use Action providing expanded description in underlined text for findings A and B for the Cardinal Hotel historic resource category upgrade. _______________________ _______________________ Jonathan Lait Ed Shikada Director City Manager Planning & Development Services 28 DocuSign Envelope ID: 438B0B18-E159-4415-96E3-5060B8274F26 ATTACHMENT A Page 1 of 3 ACTION NO. ------2020 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO’S LAND USE ACTION TO UPGRADE 235 HAMILTON AVENUE FROM HISTORIC RESOURCES INVENTORY CATEGORY III TO CATEGORY II On June 22, 2020, the Council _____ the property owner’s request to reclassify the commercial building (Cardinal Hotel) at 235 Hamilton Avenue from a Category 3 to a Category 2 historic resource on the City’s Historic Resources Inventory, making the following findings, determination and declarations: SECTION 1. Background. The City Council of the City of Palo Alto (“City Council”) finds, determines, and declares as follows: A. In August 2019, the property owner met staff to discuss a façade remodel and explore the possibility of reclassifying the building related to a rehabilitation proposal. With the owner’s request and funding, staff obtained a historic resource evaluation from the City’s consultant, Page and Turnbull, which supported the classification upgrade and described the building’s eligibility for individual listing on the California Register under Criterion 1 and criterion 3. B. On May 14, 2020, the HRB received a staff report (ID #11087) and conducted a public hearing and concurred with the evaluation regarding the building’s eligibility for upgrade from local inventory historic category 3 to category 2. SECTION 2. Environmental Review. This project is exempt from the provisions of the California Environmental Quality Act (CEQA), per Section 15301. SECTION 3. Designation Findings. A. The following criteria, as specified in Municipal Code Section 16.49.040 (b), shall be used as criteria for designating historic structures/sites to the historic inventory: 1. The structure or site is identified with the lives of historic people or with important events in the city, state or nation; 2. The structure or site is particularly representative of an architectural style or way of life important to the city, state or nation; 3. The structure or site is an example of a type of building which was once common, but is now rare; 4. The structure or site is connected with a business or use which was once common, but is now rare; 5. The architect or building was important; 6. The structure or site contains elements demonstrating outstanding attention to architectural design, detail, materials or craftsmanship. The building at 235 Hamilton Avenue met many of the above criteria when it was first listed on Palo Alto’s Inventory. With its inclusion in the National Register Ramona District, DocuSign Envelope ID: 438B0B18-E159-4415-96E3-5060B8274F26 Page 2 of 3 and the 2019 assessment, the building’s status as a historic resource has improved. The building is significant for its refined Italian Renaissance Revival façade and Arts and Crafts interior, and for being the work of a prolific California architect, William H. Weeks, and an important early project in the career of Birge Clark, Palo Alto’s most important architect. Given its role in the development of Palo Alto and the University South neighborhood it is significant; the Ramona district was central in the 1920s and 30s expansion of Palo Alto’s downtown commercial district and its location addressed concerns that the town center was growing too laterally along University. B. The definition of Category 2 in Municipal Code Section 16.49.020 (b) must be met to allow the upgrade to the structure’s category designation: Category 2 Definition: "Major building" means any building or group of buildings of major regional importance, meritorious works of the best architects or an outstanding example of an architectural style or the stylistic development of architecture in the state or region. A major building may have some exterior modifications, but the original character is retained.” The building at 235 Hamilton Avenue meets the Palo Alto Inventory Category 2 definition, as per the HRB’s determination. The building retains a high degree of all seven aspects of integrity (defined as location, setting design, materials, workmanship, feeling and association), which effectively explain why, where, when and how this property is significant, and enable the building to convey its significance and original character. As noted, Cardinal Hotel is of major regional importance as the first commercial anchor in the Ramona Street Architectural District and represents the meritorious work of William H. Weeks and Birge Clark. It is evident the Cardinal Hotel exceeds the criterion set forth for Category 3 buildings and it is more appropriately classified as a Category 2 resource in the local historic inventory. C. California Register of Historical Resources listing: The structure appears eligible for listing on the California Register of Historical Resources, under two of the four criteria. The property’s eligibility under Criteria 1 and 3 is described in the report prepared by Page and Turnbull, October 2019 (Attached to ID #11087). SECTION 5. Category Upgrade Approved. The City Council approves the property owner’s request for re-designation of 235 Hamilton Avenue to a Category 2 historic resource on the City’s Historic Resources Inventory. PASSED: AYES: NOES: ABSENT: DocuSign Envelope ID: 438B0B18-E159-4415-96E3-5060B8274F26 Page 3 of 3 ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Development Services APPROVED AS TO FORM: ___________________________ Senior Asst. City Attorney DocuSign Envelope ID: 438B0B18-E159-4415-96E3-5060B8274F26 Certificate Of Completion Envelope Id: 438B0B18E159441596E35060B8274F26 Status: Completed Subject: Please DocuSign: PDS At Places Memo PDS for June 22 Council Consent Item No. 28 Source Envelope: Document Pages: 4 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Madina Klicheva AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 Madina.Klicheva@CityofPaloAlto.org IP Address: 199.33.32.254 Record Tracking Status: Original 6/15/2020 5:46:58 PM Holder: Madina Klicheva Madina.Klicheva@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 Jonathan Lait Jonathan.Lait@CityofPaloAlto.org Interim Director Planning and Community Environment City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 99.88.42.180 Sent: 6/15/2020 5:48:25 PM Viewed: 6/16/2020 9:44:06 AM Signed: 6/16/2020 9:44:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Ed Shikada, City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 6/16/2020 9:44:35 AM Viewed: 6/16/2020 5:17:28 PM Signed: 6/16/2020 5:17:48 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/16/2020 9:44:35 AM Envelope Summary Events Status Timestamps Certified Delivered Security Checked 6/16/2020 5:17:28 PM Signing Complete Security Checked 6/16/2020 5:17:48 PM Completed Security Checked 6/16/2020 5:17:48 PM Payment Events Status Timestamps City of Palo Alto (ID # 11424) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Ordinance to Reduce to the Number of Human Relations Commission and Public Art Title: Adoption of an Ordinance to Reduce the Number of Human Relations Commission and Public Art Commission Members From Seven to Five From: City Manager Lead Department: Community Services Recommendation Staff recommends that the City Council approve the attached ordinance to reduce the number of Human Relations Commission and Public Art Commission members from seven to five. Background Public Art Commission The Public Art Commission (PAC) is currently a seven-member body appointed by the City Council. Commissioner terms are three years in length. Members of the PAC either shall be members of the architectural review board or shall be professional visual artists, professional visual arts educators, professional visual arts scholars, or visual arts collectors whose authorities and skills are known and respected in the community and, whenever feasible, who have demonstrated an interest in, and have participated in, the arts program of the city (Municipal Code Section 2.18.020). The Commission meets once per month. The duties of PAC are described in Section 2.26.030 of the Palo Alto Municipal Code and are primarily related to art in public places, including advising the city on the quality, quantity, scope, and style of art in public places, funding, and maintenance of public art works. Human Relations Commission The Human Relations Commission (HRC) is currently a seven-member body appointed by the City Council. Commissioner terms are three years in length. The Commission meets once per month. City of Palo Alto Page 2 The HRC has jurisdiction over any human relations matter when the commission finds that any person or group does not benefit fully from public or private opportunities or resources in the community or is unfairly or differently treated due to factors of concern to the commission. Factors of concern to the commission include, but are not limited to, socioeconomic class or status, physical condition or handicap, married or unmarried state, emotional condition, intellectual ability, age, sex, sexual preference, gender identity, race, cultural characteristics, ethnic background, ancestry, citizenship, and religious, conscientious or philosophical belief (Municipal Code 2.22.050). The HRC makes recommendations on funding to partner organizations through the Human Services Resource Allocation Process (HSRAP), emerging needs grants, and Community Development Block Grant (CDBG) program. Both commissions have members whose terms expired on May 31, 2020. The City Clerk’s Office conducted an open recruitment for these positions. Both the PAC and the HRC had low applicant response rates. Five applications were received for four of seven PAC members who have terms that expire on May 31, 2020. Two of seven HRC members have terms that expire on May 31, 2020. One position has been vacant since December 2019 due to a resignation of a Commissioner prior to their term ending. The most recent recruitment resulted in one applicant for the three vacancies. Discussion At the April 20, 2020 City Council meeting, the Council discussed Spring 2020 Commission recruitment for the Public Art Commission, Human Relations Commission, and Utilities Advisory Commission by way of a Special Order discussion. City Council directed staff to return, as soon as possible, with options for reducing the number of members on the Public Art Commission and Human Relations Commission, and then reopen recruiting for the Public Art Commission and Human Resources Commission. Staff was directed to continue with interviews for the Utilities Advisory Commission. Staff returned to City Council on May 11, 2020 with a recommendation to reduce the number of HRC and PRC members from seven to five (Staff Report #11299). The City Council passed a motion for staff to return to Council with an ordinance that would amend the Municipal Code, reducing the number of Commissioners on both the HRC and PAC from seven to five members. The ordinance is included as Attachment A. The attached ordinance reduces the number of HRC and PRC members to five members each. As the number of members is being reduced, the number of members needed to call special meetings is correspondingly reduced to three members on each commission. Terms remain three years, and terms on each commission remain staggered so that only some of the members change each year. Current members will retain their existing seats and length of terms, while new members will be placed in open seats to fill out the remaining term of that seat. Policy Implications City of Palo Alto Page 3 Approval of this action will amend Municipal Code Sections 2.18.010 and 2.18.040 for the Public Art Commission, and Sections 2.22.010 and 2.22.030 for the Human Relations Commission. Stakeholder Engagement Staff liaisons to the Public Art Commission and Human Relations Commission were consulted to identify any issues that may result from this change. Staff liaisons to the two Commissions discussed the pros and cons of reducing Commission size. In general, staff have an interest in ensuring that well-established practices of both commissions will be reviewed and revised, if necessary, to ensure compliance with the Brown Act and City policies. Specific staff concerns related to a less diverse representation of the community on the commissions; fewer number of commissioners required to make a quorum resulting in fewer number needed to approve or reject a motion; and ensuring that there is consistent attendance at meetings so a quorum is present. Environmental Review This action is not considered a Project as defined by the California Environmental Quality Act (CEQA). Attachments: • Attachment A – Ordinance Amending Chapters 2.18 and 2.22 to Reduce PAC and HRC from 7 to 5 Members. *Not Yet Approved* 1 208_20200604_ts_24 Ordinance No._____ Ordinance of the Council of the City of Palo Alto to Amend Chapter 2.18 (Public Art Commission) and Chapter 2.22 (Human Relations Commission) to Reduce Each Commission to Five Members The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Chapter 2.18 (Public Art Commission) of the Palo Alto Municipal Code is hereby amended and restated as follows (deleted text is in strikethrough, new text is underlined): 2.18.010 Membership. There is created a public art commission composed of seven five members who are not council members, officers, or employees of the city, and who shall be appointed by the city council. 2.18.020 Qualifications of members. Members of the public art commission either shall be members of the architectural review board or shall be professional visual artists, professional visual arts educators, professional visual arts scholars, or visual arts collectors whose authorities and skills are known and respected in the community and, whenever feasible, who have demonstrated an interest in, and have participated in, the arts program of the city. 2.18.040 Term of office. Terms of office on the Public Art Commission shall be three years. Commission appointments shall be staggered so that three (3) members are appointed in 2018 and every three years thereafter, one (1) member is appointed in 2019 and every three years thereafter, and one (1) member is appointed in 2020 and every three years thereafter. Terms of office shall commence on the first day of June and end on the last day of May.and four (4) members are appointed in 2017 and every three years thereafter Effective January 1, 2016, terms of office due to expire on April 30 of each year shall be extended to expire on May 31 of the same year, and thereafter terms of office shall commence on the first day of June. If a successor is unavailable, a member may remain in office until his or her successor is appointed. 2.18.050 Officers, meetings, and procedures. (a) Chairperson. The public art commission shall select one of its members as chairperson, who shall hold office for one year or until a successor is elected, unless the chairperson's term as a member of the public art commission expires sooner. (b) Meetings. The public art commission shall establish a regular time and place of meeting and shall hold at least one regular meeting a month. Special meetings may be called by the chairperson or by any three members of the public art commission upon personal notice being *Not Yet Approved* 2 208_20200604_ts_24 given to all members or by written notice being mailed to each member twenty‐four hours prior to such meeting unless such notice requirement is waived in writing. (c) Procedures. The public art commission shall prescribe bylaws, forms, applications, rules, and regulations for the conduct of its business. All meetings of the public art commission shall be open to the public and are subject to Title 5, Division 2, Part 1, Chapter 9 of the California Government Code or successor legislation. The decisions of the public art commission shall be transmitted to the director of arts and culture and to such other body or bodies which have jurisdiction to review the project under consideration. 2.18.070 Jurisdiction. (a) Art in Public Places. The public art commission shall perform the duties and shall have the responsibilities specified in Chapter 2.26 of this title. (b) Additional Duties. The public art commission shall perform such other duties and undertake such other responsibilities as the city council may direct from time to time. (c) Interaction with Other City Bodies. If the functions of the public art commission overlap the functions of another city committee, commission, board, task force, or the like, the director of arts and culture, in cooperation with the public art commission and such other city body, shall devise a procedure for coordinating such functions to avoid duplication of efforts, to maximize cooperation between the city bodies, and to utilize the expertise of the various city bodies in a manner most compatible with the public welfare. (d) Interaction with City Departments. The chief building official shall determine whether a proposed work of art is a mural or a sign under Section 16.20.011(a)(10) of this code prior to review by the public art commission. SECTION 2. Chapter 2.22 (Human Relations Commission) of the Palo Alto Municipal Code is hereby amended and restated as follows (deleted text is in strikethrough, new text is underlined): 2.22.010 Membership. There is created a Human Relations Commission composed of seven five members who are not council members, officers or employees of the city, who are residents of the city, and who shall be appointed by the city council. 2.22.020 Term of office. Terms of office on the Human Relations Commission shall be three years. Commission appointments shall be staggered so that two (2) members are appointed in 2018 and every three years thereafter, two (2) members are appointed in 2019 and every three years thereafter, and one (1) member is appointed in 2020 and every three years thereafter. Terms of office shall commence on the first day of June and end on the last day of May. Effective January 1, 2016, terms of office due to expire on April 30 of each year shall be extended to expire on May 31 of *Not Yet Approved* 3 208_20200604_ts_24 the same year, and thereafter terms of office shall commence on the first day of June. If a successor is unavailable, a member may remain in office until his or hera successor is appointed. 2.22.030 Officers, meetings and procedures. (a) The commission shall elect one of its members chairperson who shall hold office for one year and until his or hera successor is elected unless his or herthe chairperson’s term as a member of the commission sooner expires. (b) The Human Relations Commission shall establish a regular time, date and place of meeting and shall ordinarily hold meetings monthlyThe commission shall establish a regular time and place of meeting and shall hold at least one regular meeting a month. Special meetings may be called by the chairperson or by any four three members of the commission upon personal notice being given to all members or by written notice being mailed to each member twenty‐four hours prior to such meeting unless such notice requirement is waived in writing. (c) Four Three of the seven five members shall constitute a quorum and the affirmative votes of four a majority of members present are required to take any action. (d) The commission may establish task forcesad hoc committees of two commission members for advisory and investigative purposes. The commission shall, by majority vote, appoint members of task forcesad hoc committees, such task force members to be approved by the mayor. Members of the commission may be appointed as members of a task force. 2.22.050 Jurisdiction. (a) The human relations commission has the discretion to act with respect to any human relations matter when the commission finds that any person or group does not benefit fully from public or private opportunities or resources in the community, or is unfairly or differently treated due to factors of concern to the commission. (1) Public or private opportunities or resources in the community include, but are not limited to, those associated with ownership and rental of housing, employment, education and governmental services and benefits. (2) Factors of concern to the commission include, but are not limited to, socioeconomic class or status, physical condition or handicap, married or unmarried state, emotional condition, intellectual ability, age, sex, sexual preference, gender identity, race, cultural characteristics, ethnic background, ancestry, citizenship, and religious, conscientious or philosophical belief. (b) The commission shall conduct such studies and undertake such responsibilities as the council may direct. 2.22.060 Authority. Upon making a finding pursuant to Section 2.22.050(a), the commission may act as follows: (a) To foster public awareness and understanding of human relations problems by any means of disseminating information including, but not limited to, educational programs and printed and electronic media; *Not Yet Approved* 4 208_20200604_ts_24 (b) To facilitate resolution of problems or improvement of conditions within the jurisdiction of the commission by encouragement, persuasion and mediation and by pointing out private or public agencies which might provide assistance; (c) To make such studies which, in the judgment of the commission, might aid in affecting matters within the jurisdiction of the commission; (d) To recommend local legislation or other action to the council and to encourage the council to support or oppose state or federal legislation or regulation relating to matters within the jurisdiction of the commission; (e) To coordinate programs of the commission with similar programs by private and public agencies and organizations; and (f) To recommend or oppose legislation other than that of the city, provided that the city council has not taken an official position with respect to such legislation, and provided further that any communication, whether oral or written, from the commission concerning such legislation clearly indicates that such recommendation or opposition is that of the commission and is not necessarily that of the city council. 2.22.070 Liberal construction. The provisions of this chapter shall be liberally construed to effectuate the public purpose of fostering human relations. SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 4. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. // // // // // *Not Yet Approved* 5 208_20200604_ts_24 SECTION 5. This ordinance shall be effective on the thirty‐first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Deputy City Attorney City Manager ____________________________ Director of Community Services DepartmentDivision CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 22, 2020 The Honorable City Council Palo Alto, California SECOND READING: Adoption of an Ordinance Dissolving the Library Advisory Commission by Amending Sections in Chapters 2.08 (Officers and Departments), 2.16 (Boards and Commissions Generally), and 2.24 (Library Advisory Commission) (FIRST READING: June 8, 2020 PASSED 7-0) This was heard by the Council on June 8, 2020 where it passed with no changes on a vote of 7-0. ATTACHMENTS: • Attachment A – Ordinance Dissolving the Library Advisory Commission by Amending Sections in PAMC Chapters 2.08, 2.16, and 2.24 (PDF) Department Head: Beth Minor, City Clerk Page 2 *Not Yet Approved* 1 20200512_ts_24_207 Ordinance No._____ Ordinance of the Council of the City of Palo Alto Dissolving the Library Advisory Commission by Amending Sections in Chapters 2.08 (Officers and Departments), 2.16 (Boards and Commissions Generally), and 2.24 (Library Advisory Commission) The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. The City Council finds and declares as follows: (a) The City Council adopted Ordinance 4529 in October 1998, which created the Library Advisory Commission (“LAC”) to advise the City Council on library planning and policy matters. (b) Throughout the years, the LAC has worked on many lasting initiatives, including: (1) In 2006, in response to Council direction, the Library Advisory Commission developed a Library Service Model Analysis and Recommendations (LSMAR) that was instrumental in beginning the work towards remodeling and rebuilding city libraries. (2) In 2012, the LAC’s Virtual Library subcommittee recommended the development of a robust online presence that has led to a dynamic eLibrary today. (3) In 2017, the LAC worked with library staff to expand the library’s International language collection. (4) Most recently, in 2019, the LAC recommended banning library fines and to allow Staff to explore offsets. (c) On February 24, 2020, the City Council directed the Ad Hoc Committee reviewing the City’s boards and commissions to explore dissolving the Library Advisory Commission. SECTION 2. Section 2.08.230 of the Palo Alto Municipal Code is hereby amended as follows (deleted text is in strikethrough, new text is underlined): 2.08.230 Department of Libraries. (a) The department of libraries shall be organized and administered under the control of a director of libraries who shall be accountable to the city manager to carry out the duties of the department. The duties of the department of libraries shall be as follows: (1) To manage, operate, direct, and control a continuing municipal library system providing access to informational services for the residents of Palo Alto; (2) To provide administrative support for the library advisory commission on matters relating to the department; *Not Yet Approved* 2 20200512_ts_24_207 (32) To generate appropriate reports as may be required by county, state, and federal agencies or by law; (43) To review and approve adult, teen, and children's service programs and activities; (54) To review and approve technical services activities specified in Library Collection Development Policy; (65) To recommend and monitor annual operating and capital improvement budgets, reviewing and exercising final approval authority over all library expenditures; establish and monitor inventory control systems for all library furnishings and material; and review and analyze fee structure and fee collection; (76) To perform or cause to be performed all duties required by this code or other law of the director of libraries and the department of libraries; and (87) To perform such other duties as may be required. SECTION 3. Section 2.16.070 of the Palo Alto Municipal Code is hereby amended as follows (deleted text is in strikethrough, new text is underlined): 2.16.070 Schedule of appointments. (a) The City Council shall review applications to fill vacancies in the following boards and commissions in May of each year: (1) Human Relations Commission (Chapter 2.22) (2) Library Advisory Commission (Chapter 2.24) (32) Public Art Commission (Chapter 2.18) (43) Utilities Advisory Commission (Chapter 2.23) (b) The City Council shall review applications to fill vacancies in the following boards and commissions in December of each year: (1) Architectural Review Board (Chapter 2.21) (2) Historic Resources Board (Chapter 2.27) (3) Parks and Recreation Commission (Chapter 2.25) (4) Planning and Transportation Commission (Chapter 2.20) (c) The City Council shall fill vacancies in all other boards and commissions in May or December of each year, at its discretion. *Not Yet Approved* 3 20200512_ts_24_207 (d) The City Council may fill mid‐ term vacancies during the next regularly scheduled recruitment for the board or commission or may hold a special recruitment, at its discretion. Special recruitments shall be subject to the requirements of Section 2.16.060. SECTION 4. Chapter 2.24 (Library Advisory Commission) of the Palo Alto Municipal Code is hereby restated and amended as follows (new text is underlined, deleted text is in strikethrough): 2.24.001 Dissolution of the Library Advisory Commission The Library Advisory Commission created by this Chapter 2.24 is dissolved as of July 16, 2020 by operation of this ordinance. The terms of all existing members, commissioners, and officers shall end on July 15, 2020. Any extant duties of the Library Advisory Commission that exist in contracts, policies, or other documents, if any, shall revert to the City Council, which may delegate such duties. 2.24.010 Membership. There is created a library advisory commission composed of five members who shall be appointed by and shall serve at the pleasure of the city council, but who shall not be councilmembers, officers or employees of the city of Palo Alto. Each member of the commission shall have a demonstrated interest in public library matters. All members of the commission shall at all times be residents of Palo Alto. All members of the commission shall take an oath of office before commencing their service on the commission. 2.24.030 Term of office. Terms of office on the Library Advisory Commission shall be three years. Commission appointments shall be staggered so that two (2) members are appointed in 2013 and every three years thereafter, and three (3) members are appointed in 2014 and every three years thereafter. Effective January 1, 2016, terms of office due to expire on April 30 of each year shall be extended to expire on May 31 of the same year, and thereafter terms of office shall commence on the first day of June. If a successor is unavailable, a member may remain in office until his or her successor is appointed. 2.24.040 Officers. Each year, at the first regular meeting of the library advisory commission, the commission shall nominate and elect one of its members as the chairperson. The chairperson shall hold office for one year or until his or her successor is elected, unless his or her term as a member of the commission expires earlier. 2.24.050 Purpose and duties. (a) The purpose of the library advisory commission shall be to advise the city council on matters relating to the Palo Alto City Library, excluding daily administrative operations. *Not Yet Approved* 4 20200512_ts_24_207 (b) The commission shall have the following duties: (1) Advise the city council on planning and policy matters pertaining to: (A) The goals of and the services provided by the Palo Alto City Library. (B) The future delivery of services by the Palo Alto City Library. (C) The City Manager's recommendations pertaining to the disposition of major gifts of money, personal property and real property to the city to be used for library purposes. (D) The construction and renovation of capital facilities of the Palo Alto City Library. (E) Joint action projects with other public or private information entities, including libraries. (2) Review state legislative proposals that may affect the operation of the Palo Alto City Library. (3) Review the city manager's proposed budget for capital improvements and operations relating to the Palo Alto City Library, and thereafter forward any comments to one or more of the applicable committees of the city council. (4) Provide advice upon such other matters as the city council may from time to time assign. (5) Receive community input concerning the Palo Alto City Library. (6) Review and comment on fund‐raising efforts on behalf of the Palo Alto City Library. The library advisory commission shall not have the power or authority to cause the expenditure of city funds or to bind the city to any written or implied contract. 2.24.060 Meetings. (a) The library advisory commission shall establish a regular time, date and place of meeting and shall ordinarily hold meetings bi‐monthly. (b) Three of the five members shall constitute a quorum. (c) The commission may establish rules and procedures governing the conduct of its meetings in accordance with Robert's Rules of Order. (d) The commission shall be subject to the Ralph M. Brown Act, California Government Code Section 54950, et seq. // // // *Not Yet Approved* 5 20200512_ts_24_207 SECTION 5. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 6. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. SECTION 7. This ordinance shall be effective on the thirty‐first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Deputy City Attorney City Manager ____________________________ Director of Library Services City of Palo Alto (ID # 11452) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Adoption of Management Compensation Plan, Salary Schedules, and Public Safety Side Letters Title: Adoption of a Revised Compensation Plan for Management and Professional Employees, Updated Salary Schedules and Side Letters with Public Safety Unions From: City Manager Lead Department: Human Resources Recommendation Staff recommends that Council adopt the 1) attached cover letter altering the Management and Professional Personnel and Council Appointees Compensation Plan for one fiscal year (FY 2021) and extending it to June 30, 2021; 2) updated Salary Schedules for Service Employees International Union local 521 General and Hourly units, International Association of Fire Fighters Local 1319, Palo Alto Fire Chiefs association, Palo Alto Peace Officers Association, Palo Alto Police Managers Associations, Limited hourly employees, and Management and professionals; and, 3) Side Letters of Agreement with the International Association of Fire Fighters local 1319, Palo Alto Fire Chiefs Association, Palo Alto Peace Officers Association, Palo Alto Police Management Association. Background In April of 2020 Council directed staff to seek expense savings from all City employee groups. As a service organization the City of Palo Alto spends a substantial portion of its overall budget on salaries, benefits, and related pensions costs. In order to address our roughly $40 million forecasted reduction in revenues, services and positions were targeted for reduction. The City only has unilateral authority over the scope and size of our organization, if any changes to compensation are to be made, we need to reach mutual agreement with our respective labor unions. All the City’s labor unions except for one (UMPAPA) have closed contracts, meaning that any concession received by the City from labor unions would have to be completely voluntary. City of Palo Alto Page 2 Discussion As the City of Palo Alto and many others deal with the COVID-19 global health crisis, it is of critical importance to limit expense growth and where possible and feasible reduce expenses. These items will not only limit but will reduce the City’s expenses in FY 2021 by: Unrepresented Management and Professional group: 1. Reducing salaries by roughly 5% through a furlough program (13 furlough days) 2. No cost of living adjustment in FY 2021(Estimated at 3%) 3. One-year freeze on any performance-based salary increases (1.5% avg/yr.) 4. Reducing excess management benefit by $1,250 annually Public Safety (Sworn): 1. No cost of living adjustment in FY 20211 (3%) 2. Overtime changes to reduce cost 3. Flexibility in staffing models 4. 1 year freeze on in range movements (Fire Only) These compensation reductions will alleviate the need to reduce services to our community further, fund a sworn retirement incentive, and create an “Attrition Ramp” to aid in preventing the elimination of filled sworn position. The City benefits from aided attrition plans like the “Attrition Ramp” by keeping newly recruited and trained sworn personnel. The City spends roughly $200,000 per sworn personnel that is onboarded, background checked, and fully trained to our standards. Due to the seniority-based layoff system codified by Union agreements, these newly-hired employees that the City has invested in would be the first in jeopardy of layoff. As of writing of this memo our public safety unions are in the process of ratifying these agreements. If for any reason one of the agreements is not ratified by the union membership before the June 22, 2020 Council meeting, that item alone will be pulled from this report through an at-places memo. The attached and updated salary schedules are in alignment with the side letter agreements before council for adoption and make several administrative cleanups to classifications within the salary schedules. Resource Impact The actions taken in this report within the Management and Professional group will result in $2.3M in General Fund cost savings, $0.6M in Enterprise fund cost savings, and $0.7M in other funds. In total, these changes create $3.6M in cost savings across all funds. 1 July 1, 2020 cost of living increase deferred for one year to July 1, 2021 City of Palo Alto Page 3 The actions taken in this report in relation to our Public Safety (Sworn) employee groups represent a net zero impact on the FY 2021 budget. While these actions generate cost reductions, those cost reductions are being utilized to fund retirement incentives and the aforementioned “Attrition Ramp” which will keep public safety personnel employed by the City longer than originally anticipated by the FY 2021 budget. Attachments: • Attachment A - Management and Conf Salary Schedule • Attachment B - Limited Hourly Salary Schedule • Attachment C - SEIU Hourly Salary Schedule • Attachment D - FCA Salary Schedule • Attachment E - PMA Salary Schedule • Attachment F - IAFF Salary Schedule • Attachment G - PAPOA Salary Schedule • Attachment H - SEIU Salary Schedule • Management and Professional Personnel and Council Appontees Compensation Plan- FY21 Cover Letter • IAFF Extension through 2022 - Unsigned • FCA Extension through 2022 Final Signed • POA Extension through 2022 - Unsigned • PMA Extension through 2022 - Unsigned Job Code FLSA Status Classifications Grade Codes Min Mid Max Min Mid Max 190 Non-Exempt Accountant 690P $37.34 $46.67 $56.01 $77,667 $97,074 $116,501 76 Exempt Administrative Assistant 750P $30.71 $38.38 $46.06 $63,877 $79,830 $95,805 115 Exempt Assistant Chief Building Official 405M $49.88 $62.34 $74.81 $103,750 $129,667 $155,605 132 Exempt Assistant Chief of Police 100A $81.64 $102.04 $122.45 $169,811 $212,243 $254,696 108 Exempt Assistant City Attorney 165A $69.20 $86.49 $103.79 $143,936 $179,899 $215,883 109 Exempt Assistant City Clerk 630M $40.28 $50.35 $60.42 $83,782 $104,728 $125,674 107 Exempt Assistant City Manager 20E $84.80 $105.99 $127.19 $176,384 $220,459 $264,555 73 Exempt Assistant Director Administrative Services 120A $69.78 $87.22 $104.67 $145,142 $181,418 $217,714 126 Exempt Assistant Director Community Services 150A $66.80 $83.49 $100.19 $138,944 $173,659 $208,395 1007 Exempt Assistant Director Human Resources 155A $64.57 $80.71 $96.86 $134,306 $167,877 $201,469 2001 Exempt Assistant Director Library Services 160A $63.89 $79.86 $95.84 $132,891 $166,109 $199,347 10 Exempt Assistant Director Planning & Community Environment 130A $68.44 $85.54 $102.65 $142,355 $177,923 $213,512 143 Exempt Assistant Director Public Works 140A $67.64 $84.55 $101.46 $140,691 $175,864 $211,037 168 Exempt Assistant Fleet Manager 585M $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 102 Exempt Assistant Manager WQCP 240D $54.68 $68.34 $82.01 $113,734 $142,147 $170,581 30 Exempt Assistant to the City Manager 390M $52.84 $66.05 $79.26 $109,907 $137,384 $164,861 118 Exempt Chief Building Official 290M $64.93 $81.16 $97.40 $135,054 $168,813 $202,592 2008 Exempt Chief Communications Officer 135A $68.07 $85.08 $102.10 $141,586 $176,966 $212,368 112 Exempt Chief Planning Official 220D $58.03 $72.53 $87.04 $120,702 $150,862 $181,043 95 Exempt Chief Procurement Officer 235D $54.89 $68.61 $82.34 $114,171 $142,709 $171,267 82 Exempt Chief Transportation Official 140A $67.64 $84.55 $101.46 $140,691 $175,864 $211,037 96 Exempt Claims Investigator 660P $37.40 $46.75 $56.10 $77,792 $97,240 $116,688 24 Exempt Communication Specialist 615M $40.51 $50.63 $60.76 $84,261 $105,310 $126,381 89 Exempt Contracts Administrator 585P $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 186 Non-Exempt Coordinator Library Circulation 675M $35.66 $44.57 $53.49 $74,173 $92,706 $111,259 191 Exempt Deputy Chief/Fire Marshall 125A $68.96 $86.20 $103.44 $143,437 $179,296 $215,155 11 Exempt Deputy City Attorney 375M $54.17 $67.71 $81.26 $112,674 $140,837 $169,021 71 Exempt Deputy City Clerk 720M $32.27 $40.33 $48.40 $67,122 $83,886 $100,672 55 Exempt Deputy City Manager 115A $70.69 $88.36 $106.04 $147,035 $183,789 $220,563 195 Exempt Deputy Director Technical Services Division 200D $68.75 $85.93 $103.12 $143,000 $178,734 $214,490 20 Exempt Deputy Fire Chief 110A $71.84 $89.80 $107.76 $149,427 $186,784 $224,141 81 Exempt Director Administrative Services/Chief Financial Officer 50E $81.28 $101.60 $121.92 $169,062 $211,328 $253,594 72 Exempt Director Community Services 45E $81.92 $102.39 $122.87 $170,394 $212,971 $255,570 1012 Exempt Director Development Services 145A $71.92 $89.89 $107.87 $149,594 $186,971 $224,370 City of Palo Alto Management, Professional and Confidential Salary Schedule Effective 7/6/2019 (3% Increase) Hourly Rate Annual Salary Page 1 Job Code FLSA Status Classifications Grade Codes Min Mid Max Min Mid Max City of Palo Alto Management, Professional and Confidential Salary Schedule Effective 7/6/2019 (3% Increase) Hourly Rate Annual Salary 133 Exempt Director Human Resources/Chief People Officer 55E $77.48 $96.84 $116.21 $161,158 $201,427 $241,717 128 Exempt Director Information Technology/Chief Information Officer 25E $84.65 $105.81 $126.98 $176,072 $220,085 $264,118 131 Exempt Director Libraries 60E $76.67 $95.83 $115.00 $159,474 $199,326 $239,200 2028 Exempt Director of Emergency Medical Services 215D $60.16 $75.19 $90.23 $125,133 $156,395 $187,678 2005 Exempt Director Office of Emergency Services 215D $60.16 $75.19 $90.23 $125,133 $156,395 $187,678 49 Exempt Director Office of Management and Budget 120A $69.78 $87.22 $104.67 $145,142 $181,418 $217,714 134 Exempt Director Planning & Community Environment 40E $82.10 $102.62 $123.15 $170,768 $213,450 $256,152 135 Exempt Director Public Works/City Engineer 30E $83.16 $103.95 $124.74 $172,973 $216,216 $259,459 121 Exempt Director Utilities 10E $106.56 $133.20 $159.84 $221,645 $277,056 $332,467 2002 Exempt Division Head Library Services 260D $51.87 $64.83 $77.80 $107,890 $134,846 $161,824 172 Exempt Division Manager Open Space, Parks & Golf 245D $53.94 $67.42 $80.91 $112,195 $140,234 $168,293 TBD Exempt Division Manager Planning 220D $58.03 $72.53 $87.04 $120,702 $150,862 $181,043 1005 Exempt Executive Assistant to the City Manager 705M $34.74 $43.42 $52.11 $72,259 $90,314 $108,389 139 Exempt Fire Chief 35E $82.70 $103.37 $124.05 $172,016 $215,010 $258,024 163 Exempt Hearing Officer 480M $49.08 $61.34 $73.61 $102,086 $127,587 $153,109 101 Exempt Human Resources Representative 735P $31.48 $39.34 $47.21 $65,478 $81,827 $98,197 90 Exempt Landscape Architect Park Planner 510M $46.72 $58.39 $70.07 $97,178 $121,451 $145,746 2015 Exempt Legal Fellow 755P $40.16 $50.20 $60.24 $83,533 $104,416 $125,299 171 Exempt Management Analyst 585M $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 79 Exempt Manager Accounting 235D $54.89 $68.61 $82.34 $114,171 $142,709 $171,267 2007 Exempt Manager Airport 210D $60.17 $75.21 $90.26 $125,154 $156,437 $187,741 2023 Exempt Manager Budget 360M $58.28 $72.84 $87.41 $121,222 $151,507 $181,813 38 Exempt Manager Communications 525M $45.57 $56.96 $68.36 $94,786 $118,477 $142,189 154 Exempt Manager Community Services 630M $40.28 $50.35 $60.42 $83,782 $104,728 $125,674 169 Exempt Manager Community Services Sr Program 585M $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 1013 Exempt Manager Development Center 495M $47.88 $59.85 $71.82 $99,590 $124,488 $149,386 63 Exempt Manager Economic Development 220D $58.03 $72.53 $87.04 $120,702 $150,862 $181,043 44 Exempt Manager Employee Benefits 450M $49.59 $61.98 $74.38 $103,147 $128,918 $154,710 45 Exempt Manager Employee Relations & Training 235D $54.89 $68.61 $82.34 $114,171 $142,709 $171,267 93 Exempt Manager Environmental Control Program 419M $50.77 $63.46 $76.16 $105,602 $131,997 $158,413 1116 Exempt Manager Facilities 445M $50.33 $62.91 $75.50 $104,686 $130,853 $157,040 2030 Exempt Manager Finance 223D $57.64 $72.04 $86.45 $119,891 $149,843 $179,816 127 Exempt Manager Fleet 255D $50.84 $63.55 $76.26 $105,747 $132,184 $158,621 2018 Exempt Manager Human Services 540M $44.47 $55.58 $66.70 $92,498 $115,606 $138,736 Page 2 Job Code FLSA Status Classifications Grade Codes Min Mid Max Min Mid Max City of Palo Alto Management, Professional and Confidential Salary Schedule Effective 7/6/2019 (3% Increase) Hourly Rate Annual Salary 32 Exempt Manager Information Technology 230D $56.13 $70.16 $84.20 $116,750 $145,933 $175,136 2006 Exempt Manager Information Technology Security 230D $56.13 $70.16 $84.20 $116,750 $145,933 $175,136 158 Exempt Manager Laboratory Services 495M $47.88 $59.85 $71.82 $99,590 $124,488 $149,386 78 Exempt Manager Library Services 565M $41.80 $52.24 $62.69 $86,944 $108,659 $130,395 92 Exempt Manager Maintenance Operations 469M $46.90 $58.62 $70.35 $97,552 $121,930 $146,328 26 Exempt Manager Transportation Planning 345M $54.88 $68.60 $82.32 $114,150 $142,688 $171,226 51 Exempt Manager Planning 415M $50.84 $63.54 $76.25 $105,747 $132,163 $158,600 103 Exempt Manager Real Property 235D $54.89 $68.61 $82.34 $114,171 $142,709 $171,267 2011 Exempt Manager Revenue Collections 250D $51.56 $64.45 $77.34 $107,245 $134,056 $160,867 160 Exempt Manager Solid Waste 330M $55.53 $69.41 $83.30 $115,502 $144,373 $173,264 57 Exempt Manager Treasury, Debt & Investments 235D $54.89 $68.61 $82.34 $114,171 $142,709 $171,267 86 Exempt Manager Urban Forestry 436M $52.31 $65.38 $78.46 $108,805 $135,990 $163,197 178 Exempt Manager Water Quality Control Plant 205D $61.77 $77.21 $92.66 $128,482 $160,597 $192,733 39 Exempt Manager Watershed Protection 330M $55.53 $69.41 $83.30 $115,502 $144,373 $173,264 1008 Exempt Office of Emergency Services Coordinator 525M $45.57 $56.96 $68.36 $94,786 $118,477 $142,189 2024 Exempt Performance Auditor I 750P $30.71 $38.38 $46.06 $63,877 $79,830 $95,805 100 Exempt Performance Auditor II 585M $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 148 Exempt Police Chief 15E $91.95 $114.93 $137.92 $191,256 $239,054 $286,874 2021 Exempt Chief Assistant City Attorney 101A $83.72 $104.65 $125.58 $174,138 $217,672 $261,206 2016 Exempt Principal Business Analyst 310M $58.51 $73.13 $87.76 $121,701 $152,110 $182,541 2029 Exempt Principal Planner 469M $47.28 $59.09 $70.91 $98,342 $122,907 $147,493 2003 Exempt Principal Management Analyst 360M $58.28 $72.84 $87.41 $121,222 $151,507 $181,813 2009 Exempt Project Manager 570M $42.61 $53.26 $63.92 $88,629 $110,781 $132,954 2012 Exempt Public Safety Communications Manager 495M $47.88 $59.85 $71.82 $99,590 $124,488 $149,386 166 Exempt Public Safety Program Manager 585M $42.34 $52.92 $63.51 $88,067 $110,074 $132,101 117 Exempt Senior Accountant 525M $45.57 $56.96 $68.36 $94,786 $118,477 $142,189 2013 Exempt Senior Business Analyst - M 420M $50.88 $63.60 $76.32 $105,830 $132,288 $158,746 187 Exempt Senior Engineer 300M $58.34 $72.92 $87.51 $121,347 $151,674 $182,021 106 Exempt Senior Executive Assistant 450M $49.59 $61.98 $74.38 $103,147 $128,918 $154,710 157 Exempt Senior Human Resources Administrator 545M $43.22 $54.02 $64.83 $89,898 $112,362 $134,846 14 Exempt Senior Management Analyst 465M $49.55 $61.93 $74.32 $103,064 $128,814 $154,586 130 Exempt Senior Performance Auditor 510M $46.72 $58.39 $70.07 $97,178 $121,451 $145,746 53 Exempt Senior Project Manager 300M $58.34 $72.92 $87.51 $121,347 $151,674 $182,021 33 Exempt Senior Technologist 420M $50.88 $63.60 $76.32 $105,830 $132,288 $158,746 Page 3 Job Code FLSA Status Classifications Grade Codes Min Mid Max Min Mid Max City of Palo Alto Management, Professional and Confidential Salary Schedule Effective 7/6/2019 (3% Increase) Hourly Rate Annual Salary 155 Exempt Superintendent Animal Services 540M $44.47 $55.58 $66.70 $92,498 $115,606 $138,736 83 Exempt Superintendent Community Services 480M $49.08 $61.34 $73.61 $102,086 $127,587 $153,109 1117 Exempt Superintendent Recreation 480M $49.08 $61.34 $73.61 $102,086 $127,587 $153,109 2022 Exempt Supervising Librarian 675M $35.80 $44.74 $53.69 $74,464 $93,059 $111,675 161 Exempt Supervisor Facilities Management 600M $41.39 $51.73 $62.08 $86,091 $107,598 $129,126 113 Exempt Supervisor Inspection and Surveying 540M $44.47 $55.58 $66.70 $92,498 $115,606 $138,736 146 Exempt Supervisor Warehouse 660M $37.40 $46.75 $56.10 $77,792 $97,240 $116,688 181 Exempt Supervisor Water Quality Control Operations 525M $45.57 $56.96 $68.36 $94,786 $118,477 $142,189 2027 Exempt Utilities Chief Operating Officer 60E $76.67 $95.83 $115.00 $159,474 $199,326 $239,200 905 Non-Exempt Human Resources Technician 830C $27.15 $33.93 $40.72 $56,472 $70,574 $84,698 903 Non-Exempt Legal Secretary-Confidential 820C $27.83 $34.78 $41.74 $57,886 $72,342 $86,819 67 Exempt Secretary to City Attorney 800C $33.07 $41.33 $49.60 $68,786 $85,966 $103,168 1004 Non-Exempt Senior Legal Secretary - Confidential 810C $30.71 $38.38 $46.06 $63,877 $79,830 $95,805 Confidential Classifications Page 4 Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 1 $22.24 $23.49 $23.49 $24.09 $24.09 $24.58 2 $23.41 $24.73 $24.73 $25.36 $25.36 $25.87 3 $24.64 $26.03 $26.03 $26.69 $26.69 $27.23 4 $25.94 $27.40 $27.40 $28.09 $28.09 $28.66 5 $27.31 $28.84 $28.84 $29.57 $29.57 $30.17 1 $26.55 $28.04 $28.04 $28.75 $28.75 $29.33 2 $27.95 $29.52 $29.52 $30.26 $30.26 $30.87 3 $29.42 $31.07 $31.07 $31.85 $31.85 $32.49 4 $30.97 $32.70 $32.70 $33.53 $33.53 $34.20 5 $32.60 $34.42 $34.42 $35.29 $35.29 $36.00 1 $22.24 $23.49 $23.49 $24.09 $24.09 $24.58 2 $23.41 $24.73 $24.73 $25.36 $25.36 $25.87 3 $24.64 $26.03 $26.03 $26.69 $26.69 $27.23 4 $25.94 $27.40 $27.40 $28.09 $28.09 $28.66 5 $27.31 $28.84 $28.84 $29.57 $29.57 $30.17 1 $20.54 $21.70 $21.70 $22.24 $22.24 $22.69 2 $21.62 $22.84 $22.84 $23.41 $23.41 $23.88 3 $22.76 $24.04 $24.04 $24.64 $24.64 $25.14 4 $23.96 $25.30 $25.30 $25.94 $25.94 $26.46 5 $25.22 $26.63 $26.63 $27.30 $27.30 $27.85 1 $18.01 $19.03 $19.03 $19.50 $19.50 $19.90 2 $18.96 $20.03 $20.03 $20.53 $20.53 $20.95 3 $19.96 $21.08 $21.08 $21.61 $21.61 $22.05 4 $21.01 $22.19 $22.19 $22.75 $22.75 $23.21 5 $22.12 $23.36 $23.36 $23.95 $23.95 $24.43 1 $14.56 $15.39 $15.39 $15.78 $15.78 $16.09 2 $15.33 $16.20 $16.20 $16.61 $16.61 $16.94 3 $16.14 $17.05 $17.05 $17.48 $17.48 $17.83 4 $16.99 $17.95 $17.95 $18.40 $18.40 $18.77 5 $17.88 $18.89 $18.89 $19.37 $19.37 $19.76 1 $17.03 $17.97 $17.97 $18.44 $18.44 $18.81 2 $17.93 $18.92 $18.92 $19.41 $19.41 $19.80 3 $18.87 $19.92 $19.92 $20.43 $20.43 $20.84 4 $19.86 $20.97 $20.97 $21.50 $21.50 $21.94 5 $20.90 $22.07 $22.07 $22.63 $22.63 $23.09 1 $16.74 $17.68 $17.68 $18.14 $18.14 $18.50 2 $17.62 $18.61 $18.61 $19.09 $19.09 $19.47 3 $18.55 $19.59 $19.59 $20.09 $20.09 $20.49 4 $19.53 $20.62 $20.62 $21.15 $21.15 $21.57 5 $20.56 $21.71 $21.71 $22.26 $22.26 $22.71 1 $13.50 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.20 $14.98 $15.75 $16.03 $16.21 $16.53 3 $14.94 $15.77 $16.54 $16.87 $17.06 $17.40 4 $15.72 $16.60 $17.36 $17.76 $17.96 $18.32 5 $16.54 $17.47 $18.23 $18.69 $18.90 $19.28 1 $21.02 $22.21 $22.21 $22.76 $22.76 $23.22 2 $22.13 $23.38 $23.38 $23.96 $23.96 $24.44 3 $23.29 $24.61 $24.61 $25.22 $25.22 $25.73 4 $24.52 $25.90 $25.90 $26.55 $26.55 $27.08 5 $25.81 $27.26 $27.26 $27.95 $27.95 $28.51 1 $25.60 $27.03 $27.03 $27.71 $27.71 $28.26 2 $26.95 $28.45 $28.45 $29.17 $29.17 $29.75 3 $28.37 $29.95 $29.95 $30.70 $30.70 $31.32 4 $29.86 $31.53 $31.53 $32.32 $32.32 $32.97 5 $31.43 $33.19 $33.19 $34.02 $34.02 $34.71 910 Non-exempt Administrative Specialist I 915 Non-exempt Assistant Park Ranger 916 Non-exempt Building Service Person 922 918 Non-exempt 923 Non-exempt Non-exempt Instructor I Instructor II Administrative Specialist II Custodial Aide 919 Non-exempt Custodial Assistant 920 917 Non-exempt 913 Non-exempt Non-exempt House Manager 921 Non-exempt Instructor Aide Clerical Assistant Limited Hourly Group Salary Schedule Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 Limited Hourly Group Salary Schedule 1 $29.46 $31.12 $31.12 $31.89 $31.89 $32.54 2 $31.01 $32.76 $32.76 $33.57 $33.57 $34.25 3 $32.64 $34.48 $34.48 $35.34 $35.34 $36.05 4 $34.36 $36.29 $36.29 $37.20 $37.20 $37.95 5 $36.17 $38.20 $38.20 $39.16 $39.16 $39.95 1 $27.03 $28.56 $28.56 $29.26 $29.26 $29.86 2 $28.45 $30.06 $30.06 $30.80 $30.80 $31.43 3 $29.95 $31.64 $31.64 $32.42 $32.42 $33.08 4 $31.53 $33.30 $33.30 $34.13 $34.13 $34.82 5 $33.19 $35.05 $35.05 $35.93 $35.93 $36.65 1 $20.13 $21.26 $21.26 $21.79 $21.79 $22.24 2 $21.19 $22.38 $22.38 $22.94 $22.94 $23.41 3 $22.30 $23.56 $23.56 $24.15 $24.15 $24.64 4 $23.47 $24.80 $24.80 $25.42 $25.42 $25.94 5 $24.71 $26.10 $26.10 $26.76 $26.76 $27.30 1 $13.50 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.20 $14.98 $15.75 $16.03 $16.21 $16.53 3 $14.94 $15.77 $16.54 $16.87 $17.06 $17.40 4 $15.72 $16.60 $17.36 $17.76 $17.96 $18.32 5 $16.54 $17.47 $18.23 $18.69 $18.90 $19.28 1 $16.20 $17.10 $17.10 $17.54 $17.54 $17.90 2 $17.05 $18.00 $18.00 $18.46 $18.46 $18.84 3 $17.95 $18.95 $18.95 $19.43 $19.43 $19.83 4 $18.89 $19.95 $19.95 $20.45 $20.45 $20.87 5 $19.88 $21.00 $21.00 $21.53 $21.53 $21.97 1 $16.20 $17.10 $17.10 $17.54 $17.54 $17.90 2 $17.05 $18.00 $18.00 $18.46 $18.46 $18.84 3 $17.95 $18.95 $18.95 $19.43 $19.43 $19.83 4 $18.89 $19.95 $19.95 $20.45 $20.45 $20.87 5 $19.88 $21.00 $21.00 $21.53 $21.53 $21.97 1 $20.13 $21.26 $21.26 $21.79 $21.79 $22.24 2 $21.19 $22.38 $22.38 $22.94 $22.94 $23.41 3 $22.30 $23.56 $23.56 $24.15 $24.15 $24.64 4 $23.47 $24.80 $24.80 $25.42 $25.42 $25.94 5 $24.71 $26.10 $26.10 $26.76 $26.76 $27.30 1 $29.12 $30.76 $30.76 $31.52 $31.52 $32.17 2 $30.65 $32.38 $32.38 $33.18 $33.18 $33.86 3 $32.26 $34.08 $34.08 $34.93 $34.93 $35.64 4 $33.96 $35.87 $35.87 $36.77 $36.77 $37.52 5 $35.75 $37.76 $37.76 $38.71 $38.71 $39.49 1 $22.24 $23.49 $23.49 $24.09 $24.09 $24.58 2 $23.41 $24.73 $24.73 $25.36 $25.36 $25.87 3 $24.64 $26.03 $26.03 $26.69 $26.69 $27.23 4 $25.94 $27.40 $27.40 $28.09 $28.09 $28.66 5 $27.31 $28.84 $28.84 $29.57 $29.57 $30.17 1 $13.50 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.20 $14.98 $15.75 $16.03 $16.21 $16.53 3 $14.94 $15.77 $16.54 $16.87 $17.06 $17.40 4 $15.72 $16.60 $17.36 $17.76 $17.96 $18.32 5 $16.54 $17.47 $18.23 $18.69 $18.90 $19.28 1 $13.50 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.20 $14.98 $15.75 $16.03 $16.21 $16.53 3 $14.94 $15.77 $16.54 $16.87 $17.06 $17.40 4 $15.72 $16.60 $17.36 $17.76 $17.96 $18.32 5 $16.54 $17.47 $18.23 $18.69 $18.90 $19.28 940 Non-exempt 936 930 Non-exempt Non-exempt 924 Non-exempt Librarian 935 Non-exempt Maintenance Assistant Library Clerk 982 Non-exempt Instructor III Library Page 925 Non-exempt Open Space Technician 937 Non-exempt Print Shop Assistant 939 Non-exempt Project Specialist 938 Non-exempt Project Construction Inspector Recreation Aide 941 Non-exempt Recreation Leader I Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 Limited Hourly Group Salary Schedule 1 $14.92 $15.77 $16.45 $16.79 $17.06 $17.40 2 $15.71 $16.60 $17.32 $17.67 $17.96 $18.32 3 $16.54 $17.47 $18.23 $18.60 $18.90 $19.28 4 $17.41 $18.39 $19.14 $19.58 $19.89 $20.29 5 $18.33 $19.36 $20.10 $20.61 $20.94 $21.36 1 $16.99 $17.94 $18.14 $18.51 $18.90 $19.29 2 $17.88 $18.88 $19.10 $19.48 $19.89 $20.30 3 $18.82 $19.87 $20.10 $20.50 $20.94 $21.37 4 $19.81 $20.92 $21.11 $21.58 $22.04 $22.49 5 $20.85 $22.02 $22.16 $22.72 $23.20 $23.67 1 $16.10 $17.01 $17.01 $17.43 $17.43 $17.78 2 $16.95 $17.91 $17.91 $18.35 $18.35 $18.72 3 $17.84 $18.85 $18.85 $19.32 $19.32 $19.71 4 $18.78 $19.84 $19.84 $20.34 $20.34 $20.75 5 $19.77 $20.88 $20.88 $21.41 $21.41 $21.84 1 $18.01 $19.03 $19.03 $19.50 $19.50 $19.90 2 $18.96 $20.03 $20.03 $20.53 $20.53 $20.95 3 $19.96 $21.08 $21.08 $21.61 $21.61 $22.05 4 $21.01 $22.19 $22.19 $22.75 $22.75 $23.21 5 $22.12 $23.36 $23.36 $23.95 $23.95 $24.43 1 $13.50 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.20 $14.98 $15.75 $16.03 $16.21 $16.53 3 $14.94 $15.77 $16.54 $16.87 $17.06 $17.40 4 $15.72 $16.60 $17.36 $17.76 $17.96 $18.32 5 $16.54 $17.47 $18.23 $18.69 $18.90 $19.28 1 $21.02 $22.21 $22.21 $22.76 $22.76 $23.22 2 $22.13 $23.38 $23.38 $23.96 $23.96 $24.44 3 $23.29 $24.61 $24.61 $25.22 $25.22 $25.73 4 $24.52 $25.90 $25.90 $26.55 $26.55 $27.08 5 $25.81 $27.26 $27.26 $27.95 $27.95 $28.51 1 $25.60 $27.03 $27.03 $27.71 $27.71 $28.26 2 $26.95 $28.45 $28.45 $29.17 $29.17 $29.75 3 $28.37 $29.95 $29.95 $30.70 $30.70 $31.32 4 $29.86 $31.53 $31.53 $32.32 $32.32 $32.97 5 $31.43 $33.19 $33.19 $34.02 $34.02 $34.71 1 $29.46 $31.12 $31.12 $31.89 $31.89 $32.54 2 $31.01 $32.76 $32.76 $33.57 $33.57 $34.25 3 $32.64 $34.48 $34.48 $35.34 $35.34 $36.05 4 $34.36 $36.29 $36.29 $37.20 $37.20 $37.95 5 $36.17 $38.20 $38.20 $39.16 $39.16 $39.95 1 $14.92 $15.77 $15.77 $16.17 $16.17 $16.50 2 $15.71 $16.60 $16.60 $17.02 $17.02 $17.37 3 $16.54 $17.47 $17.47 $17.92 $17.92 $18.28 4 $17.41 $18.39 $18.39 $18.86 $18.86 $19.24 5 $18.33 $19.36 $19.36 $19.85 $19.85 $20.25 1 $22.24 $23.49 $23.49 $24.09 $24.09 $24.58 2 $23.41 $24.73 $24.73 $25.36 $25.36 $25.87 3 $24.64 $26.03 $26.03 $26.69 $26.69 $27.23 4 $25.94 $27.40 $27.40 $28.09 $28.09 $28.66 5 $27.31 $28.84 $28.84 $29.57 $29.57 $30.17 1 2 3 4 5 $27.53 $49.20 $49.20 $50.43 $50.43 $51.44960 Non-exempt Police Reserve I 955 Non-exempt 952 Non-exempt 950 Non-exempt 943 Non-exempt 942 Non-exempt Recreation Leader II Zoological Assistant Technical Specialist Arts & Science Professional II 983 Non-exempt Arts & Science Professional III 953 Non-exempt Arts & Science Technician Recreation Leader III 948 Non-exempt Stock Clerk 954 Non-exempt Arts & Science Aide 951 Non-exempt Arts & Science Professional I Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 Limited Hourly Group Salary Schedule 1 2 3 4 5 1 $16.20 $17.10 $17.10 $17.54 $17.54 $17.90 2 $17.05 $18.00 $18.00 $18.46 $18.46 $18.84 3 $17.95 $18.95 $18.95 $19.43 $19.43 $19.83 4 $18.89 $19.95 $19.95 $20.45 $20.45 $20.87 5 $19.88 $21.00 $21.00 $21.53 $21.53 $21.97 1 $22.24 $23.49 $23.49 $24.09 $24.09 $24.58 2 $23.41 $24.73 $24.73 $25.36 $25.36 $25.87 3 $24.64 $26.03 $26.03 $26.69 $26.69 $27.23 4 $25.94 $27.40 $27.40 $28.09 $28.09 $28.66 5 $27.31 $28.84 $28.84 $29.57 $29.57 $30.17 $22.04 $44.08 $44.08 $45.19 $45.19 $46.10961 962 963 Non-exempt Police Reserve II Non-exempt Technician I Non-exempt Technician II Job Code FLSA Job Title Min Max Min Max Min Max Min Max Min Max Min Max TBD Non-exempt General Laborer 13.50$ 60.00$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ TBD Non-exempt Inspector 13.50$ 60.00$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ TBD Non-exempt Journey Level Laborer 13.50$ 80.00$ 14.25$ 84.46$ 15.00$ 84.46$ 15.38$ 86.57$ 15.40$ 86.57$ 15.71$ 88.30$ TBD Non-exempt Staff Specialist 13.50$ 80.00$ 14.25$ 84.46$ 15.00$ 84.46$ 15.38$ 86.57$ 15.40$ 86.57$ 15.71$ 88.30$ 972 Non-exempt Management Specialist 13.50$ 130.00$ 14.25$ 130.00$ 15.00$ 130.00$ 15.38$ 130.00$ 15.40$ 130.00$ 15.71$ 130.00$ Limited Hourly Group Salary Schedule EffecƟve upon MOA adopƟon EffecƟve 7/1/2018 Effective 1/1/2019 (Min Wage‐ $15) EffecƟve 7/1/2019 Effective 1/1/2020 (Min Wage‐ $15.40)Effective 7/1/2021 Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 1 $22.90 $23.49 $23.49 $24.09 $24.09 $24.58 2 $24.11 $24.73 $24.73 $25.36 $25.36 $25.87 3 $25.38 $26.03 $26.03 $26.69 $26.69 $27.23 4 $26.72 $27.40 $27.40 $28.09 $28.09 $28.66 5 $28.13 $28.84 $28.84 $29.57 $29.57 $30.17 1 $27.35 $28.04 $28.04 $28.75 $28.75 $29.33 2 $28.79 $29.52 $29.52 $30.26 $30.26 $30.87 3 $30.31 $31.07 $31.07 $31.85 $31.85 $32.49 4 $31.90 $32.70 $32.70 $33.53 $33.53 $34.20 5 $33.58 $34.42 $34.42 $35.29 $35.29 $36.00 1 $22.90 $23.49 $23.49 $24.09 $24.09 $24.58 2 $24.11 $24.73 $24.73 $25.36 $25.36 $25.87 3 $25.38 $26.03 $26.03 $26.69 $26.69 $27.23 4 $26.72 $27.40 $27.40 $28.09 $28.09 $28.66 5 $28.13 $28.84 $28.84 $29.57 $29.57 $30.17 1 $21.17 $21.70 $21.70 $22.24 $22.24 $22.69 2 $22.28 $22.84 $22.84 $23.41 $23.41 $23.88 3 $23.45 $24.04 $24.04 $24.64 $24.64 $25.14 4 $24.68 $25.30 $25.30 $25.94 $25.94 $26.46 5 $25.98 $26.63 $26.63 $27.30 $27.30 $27.85 1 $18.56 $19.03 $19.03 $19.50 $19.50 $19.90 2 $19.54 $20.03 $20.03 $20.53 $20.53 $20.95 3 $20.57 $21.08 $21.08 $21.61 $21.61 $22.05 4 $21.65 $22.19 $22.19 $22.75 $22.75 $23.21 5 $22.79 $23.36 $23.36 $23.95 $23.95 $24.43 1 $15.01 $15.39 $15.39 $15.78 $15.78 $16.09 2 $15.80 $16.20 $16.20 $16.61 $16.61 $16.94 3 $16.63 $17.05 $17.05 $17.48 $17.48 $17.83 4 $17.50 $17.95 $17.95 $18.40 $18.40 $18.77 5 $18.42 $18.89 $18.89 $19.37 $19.37 $19.76 1 $17.54 $17.97 $17.97 $18.44 $18.44 $18.81 2 $18.46 $18.92 $18.92 $19.41 $19.41 $19.80 3 $19.43 $19.92 $19.92 $20.43 $20.43 $20.84 4 $20.45 $20.97 $20.97 $21.50 $21.50 $21.94 5 $21.53 $22.07 $22.07 $22.63 $22.63 $23.09 1 $17.24 $17.68 $17.68 $18.14 $18.14 $18.50 2 $18.15 $18.61 $18.61 $19.09 $19.09 $19.47 3 $19.11 $19.59 $19.59 $20.09 $20.09 $20.49 4 $20.12 $20.62 $20.62 $21.15 $21.15 $21.57 5 $21.18 $21.71 $21.71 $22.26 $22.26 $22.71 1 $13.88 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.61 $14.98 $15.75 $16.03 $16.21 $16.53 3 $15.38 $15.77 $16.54 $16.87 $17.06 $17.40 4 $16.19 $16.60 $17.36 $17.76 $17.96 $18.32 5 $17.04 $17.47 $18.23 $18.69 $18.90 $19.28 1 $21.66 $22.21 $22.21 $22.76 $22.76 $23.22 2 $22.80 $23.38 $23.38 $23.96 $23.96 $24.44 3 $24.00 $24.61 $24.61 $25.22 $25.22 $25.73 4 $25.26 $25.90 $25.90 $26.55 $26.55 $27.08 5 $26.59 $27.26 $27.26 $27.95 $27.95 $28.51 1 $26.37 $27.03 $27.03 $27.71 $27.71 $28.26 2 $27.76 $28.45 $28.45 $29.17 $29.17 $29.75 3 $29.22 $29.95 $29.95 $30.70 $30.70 $31.32 4 $30.76 $31.53 $31.53 $32.32 $32.32 $32.97 5 $32.38 $33.19 $33.19 $34.02 $34.02 $34.71 9000 Non-exempt Administrative Specialist I – H 9002 Non-exempt Assistant Park Ranger - H 9003 Non-exempt Building Service Person - H 9009 9005 Non-exempt 9010 Non-exempt Non-exempt Instructor I - H Instructor II - H Administrative Specialist II - H Custodial Aide - H 9006 Non-exempt Custodial Assistant - H 9007 9004 Non-exempt 9001 Non-exempt Non-exempt House Manager - H 9008 Non-exempt Instructor Aide - H Clerical Assistant - H Service Employees International Union (SEIU) ‐ Hourly Group Salary Schedule Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 Service Employees International Union (SEIU) ‐ Hourly Group Salary Schedule 1 $30.35 $31.12 $31.12 $31.89 $31.89 $32.54 2 $31.95 $32.76 $32.76 $33.57 $33.57 $34.25 3 $33.63 $34.48 $34.48 $35.34 $35.34 $36.05 4 $35.40 $36.29 $36.29 $37.20 $37.20 $37.95 5 $37.26 $38.20 $38.20 $39.16 $39.16 $39.95 1 $27.85 $28.56 $28.56 $29.26 $29.26 $29.86 2 $29.32 $30.06 $30.06 $30.80 $30.80 $31.43 3 $30.86 $31.64 $31.64 $32.42 $32.42 $33.08 4 $32.48 $33.30 $33.30 $34.13 $34.13 $34.82 5 $34.19 $35.05 $35.05 $35.93 $35.93 $36.65 1 $20.74 $21.26 $21.26 $21.79 $21.79 $22.24 2 $21.83 $22.38 $22.38 $22.94 $22.94 $23.41 3 $22.98 $23.56 $23.56 $24.15 $24.15 $24.64 4 $24.19 $24.80 $24.80 $25.42 $25.42 $25.94 5 $25.46 $26.10 $26.10 $26.76 $26.76 $27.30 1 $13.88 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.61 $14.98 $15.75 $16.03 $16.21 $16.53 3 $15.38 $15.77 $16.54 $16.87 $17.06 $17.40 4 $16.19 $16.60 $17.36 $17.76 $17.96 $18.32 5 $17.04 $17.47 $18.23 $18.69 $18.90 $19.28 1 $16.69 $17.10 $17.10 $17.54 $17.54 $17.90 2 $17.57 $18.00 $18.00 $18.46 $18.46 $18.84 3 $18.49 $18.95 $18.95 $19.43 $19.43 $19.83 4 $19.46 $19.95 $19.95 $20.45 $20.45 $20.87 5 $20.48 $21.00 $21.00 $21.53 $21.53 $21.97 1 $16.69 $17.10 $17.10 $17.54 $17.54 $17.90 2 $17.57 $18.00 $18.00 $18.46 $18.46 $18.84 3 $18.49 $18.95 $18.95 $19.43 $19.43 $19.83 4 $19.46 $19.95 $19.95 $20.45 $20.45 $20.87 5 $20.48 $21.00 $21.00 $21.53 $21.53 $21.97 1 $20.74 $21.26 $21.26 $21.79 $21.79 $22.24 2 $21.83 $22.38 $22.38 $22.94 $22.94 $23.41 3 $22.98 $23.56 $23.56 $24.15 $24.15 $24.64 4 $24.19 $24.80 $24.80 $25.42 $25.42 $25.94 5 $25.46 $26.10 $26.10 $26.76 $26.76 $27.30 1 $30.00 $30.76 $30.76 $31.52 $31.52 $32.17 2 $31.58 $32.38 $32.38 $33.18 $33.18 $33.86 3 $33.24 $34.08 $34.08 $34.93 $34.93 $35.64 4 $34.99 $35.87 $35.87 $36.77 $36.77 $37.52 5 $36.83 $37.76 $37.76 $38.71 $38.71 $39.49 1 $22.90 $23.49 $23.49 $24.09 $24.09 $24.58 2 $24.11 $24.73 $24.73 $25.36 $25.36 $25.87 3 $25.38 $26.03 $26.03 $26.69 $26.69 $27.23 4 $26.72 $27.40 $27.40 $28.09 $28.09 $28.66 5 $28.13 $28.84 $28.84 $29.57 $29.57 $30.17 1 $13.88 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.61 $14.98 $15.75 $16.03 $16.21 $16.53 3 $15.38 $15.77 $16.54 $16.87 $17.06 $17.40 4 $16.19 $16.60 $17.36 $17.76 $17.96 $18.32 5 $17.04 $17.47 $18.23 $18.69 $18.90 $19.28 1 $13.88 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.61 $14.98 $15.75 $16.03 $16.21 $16.53 3 $15.38 $15.77 $16.54 $16.87 $17.06 $17.40 4 $16.19 $16.60 $17.36 $17.76 $17.96 $18.32 5 $17.04 $17.47 $18.23 $18.69 $18.90 $19.28 9019 Non-exempt 9015 9013 Non-exempt Non-exempt 9011 Non-exempt Librarian - H 9014 Non-exempt Maintenance Assistant - H Library Clerk - H 9036 Non-exempt Instructor III-H Library Page - H 9012 Non-exempt Open Space Technician - H 9016 Non-exempt Print Shop Assistant - H 9018 Non-exempt Project Specialist - H 9017 Non-exempt Project Construction Inspector - H Recreation Aide - H 9020 Non-exempt Recreation Leader I - H Job Code FLSA Job Title Step Effective upon MOA adoption Effective 7/1/2018 Effective 1/1/2019 (Min Wage- $15) Effective 7/1/2019 Effective 1/1/2020 (Min Wage- $15.40) Effective 7/1/2021 Service Employees International Union (SEIU) ‐ Hourly Group Salary Schedule 1 $15.38 $15.77 $16.45 $16.79 $17.06 $17.40 2 $16.19 $16.60 $17.32 $17.67 $17.96 $18.32 3 $17.04 $17.47 $18.23 $18.60 $18.90 $19.28 4 $17.94 $18.39 $19.14 $19.58 $19.89 $20.29 5 $18.88 $19.36 $20.10 $20.61 $20.94 $21.36 1 $17.50 $17.94 $18.14 $18.51 $18.90 $19.29 2 $18.42 $18.88 $19.10 $19.48 $19.89 $20.30 3 $19.39 $19.87 $20.10 $20.50 $20.94 $21.37 4 $20.41 $20.92 $21.11 $21.58 $22.04 $22.49 5 $21.48 $22.02 $22.16 $22.72 $23.20 $23.67 1 $16.59 $17.01 $17.01 $17.43 $17.43 $17.78 2 $17.46 $17.91 $17.91 $18.35 $18.35 $18.72 3 $18.38 $18.85 $18.85 $19.32 $19.32 $19.71 4 $19.35 $19.84 $19.84 $20.34 $20.34 $20.75 5 $20.37 $20.88 $20.88 $21.41 $21.41 $21.84 1 $18.56 $19.03 $19.03 $19.50 $19.50 $19.90 2 $19.54 $20.03 $20.03 $20.53 $20.53 $20.95 3 $20.57 $21.08 $21.08 $21.61 $21.61 $22.05 4 $21.65 $22.19 $22.19 $22.75 $22.75 $23.21 5 $22.79 $23.36 $23.36 $23.95 $23.95 $24.43 1 $13.88 $14.23 $15.00 $15.23 $15.40 $15.70 2 $14.61 $14.98 $15.75 $16.03 $16.21 $16.53 3 $15.38 $15.77 $16.54 $16.87 $17.06 $17.40 4 $16.19 $16.60 $17.36 $17.76 $17.96 $18.32 5 $17.04 $17.47 $18.23 $18.69 $18.90 $19.28 1 $21.66 $22.21 $22.21 $22.76 $22.76 $23.22 2 $22.80 $23.38 $23.38 $23.96 $23.96 $24.44 3 $24.00 $24.61 $24.61 $25.22 $25.22 $25.73 4 $25.26 $25.90 $25.90 $26.55 $26.55 $27.08 5 $26.59 $27.26 $27.26 $27.95 $27.95 $28.51 1 $26.37 $27.03 $27.03 $27.71 $27.71 $28.26 2 $27.76 $28.45 $28.45 $29.17 $29.17 $29.75 3 $29.22 $29.95 $29.95 $30.70 $30.70 $31.32 4 $30.76 $31.53 $31.53 $32.32 $32.32 $32.97 5 $32.38 $33.19 $33.19 $34.02 $34.02 $34.71 1 $30.35 $31.12 $31.12 $31.89 $31.89 $32.54 2 $31.95 $32.76 $32.76 $33.57 $33.57 $34.25 3 $33.63 $34.48 $34.48 $35.34 $35.34 $36.05 4 $35.40 $36.29 $36.29 $37.20 $37.20 $37.95 5 $37.26 $38.20 $38.20 $39.16 $39.16 $39.95 1 $15.38 $15.77 $15.77 $16.17 $16.17 $16.50 2 $16.19 $16.60 $16.60 $17.02 $17.02 $17.37 3 $17.04 $17.47 $17.47 $17.92 $17.92 $18.28 4 $17.94 $18.39 $18.39 $18.86 $18.86 $19.24 5 $18.88 $19.36 $19.36 $19.85 $19.85 $20.25 1 $22.90 $23.49 $23.49 $24.09 $24.09 $24.58 2 $24.11 $24.73 $24.73 $25.36 $25.36 $25.87 3 $25.38 $26.03 $26.03 $26.69 $26.69 $27.23 4 $26.72 $27.40 $27.40 $28.09 $28.09 $28.66 5 $28.13 $28.84 $28.84 $29.57 $29.57 $30.17 9030 Non-exempt 9028 Non-exempt 9025 Non-exempt 9022 Non-exempt 9021 Non-exempt Recreation Leader II - H Zoological Assistant - H Technical Specialist - H Arts & Science Professional II - H 9037 Non-exempt Arts & Science Professional III - H 9029 Non-exempt Arts & Science Technician - H Recreation Leader III - H 9023 Non-exempt Stock Clerk - H 9026 Non-exempt Arts & Science Aide - H 9027 Non-exempt Arts & Science Professional I - H Job Code FLSA Job Title Min Max Min Max Min Max Min Max Min Max Min Max 9035 Non-exempt General Laborer - H 13.91$ 61.80$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ 9032 Non-exempt Inspector - H 13.91$ 61.80$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ 9033 Non-exempt Journey Level Laborer - H 13.91$ 61.80$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ 9034 Non-exempt Staff Specialist - H 13.91$ 61.80$ 14.25$ 63.35$ 15.00$ 63.35$ 15.38$ 64.93$ 15.40$ 64.93$ 15.71$ 66.23$ Service Employees International Union (SEIU) ‐ Hourly Group Salary Schedule EffecƟve upon MOA adopƟon EffecƟve 7/1/2018 Effective 1/1/2019 (Min Wage‐ $15) EffecƟve 7/1/2019 Effective 1/1/2020 (Min Wage‐ $15.40)Effective 7/1/2021 Non-Shift Job Code Classifications Grade Codes Hourly Rate Approx Monthly Salary Approx. Annual Salary 018 Battalion Chief 40-hour workweek 28 $92.26 $15,992 $191,901 015 Battalion Chief EMT 40-hour workweek 28E $94.78 $16,429 $197,142 2019 Battalion Chief EMT, Training 40-hour workweek 28E $94.78 $16,429 $197,142 Shift Job Code Classifications Grade Codes Approx Monthly Salary Approx. Annual Salary 116 Battalion Chief 56-hour workweek 030 $62.78 $15,235 $182,815 016 Battalion Chief EMT 56-hour workweek 030E $64.50 $15,652 $187,824 Non-Shift Job Code Classifications Grade Codes Hourly Rate Approx Monthly Salary Approx. Annual Salary 018 Battalion Chief 40-hour workweek 28 $95.03 $16,472 $197,662 015 Battalion Chief EMT 40-hour workweek 28E $97.63 $16,923 $203,070 2019 Battalion Chief EMT, Training 40-hour workweek 28E $97.63 $16,923 $203,070 Shift Job Code Classifications Grade Codes Approx Monthly Salary Approx. Annual Salary 116 Battalion Chief 56-hour workweek 030 $64.67 $15,693 $188,319 016 Battalion Chief EMT 56-hour workweek 030E $66.44 $16,123 $193,473 Non-Shift Job Code Classifications Grade Codes Hourly Rate Approx Monthly Salary Approx. Annual Salary 018 Battalion Chief 40-hour workweek 28 $97.89 $16,968 $203,611 015 Battalion Chief EMT 40-hour workweek 28E $100.56 $17,430 $209,165 2019 Battalion Chief EMT, Training 40-hour workweek 28E $100.56 $17,430 $209,165 Shift Job Code Classifications Grade Codes Approx Monthly Salary Approx. Annual Salary 116 Battalion Chief 56-hour workweek 030 $66.62 $16,166 $193,997 016 Battalion Chief EMT 56-hour workweek 030E $68.44 $16,608 $199,297 Palo Alto Fire Chiefs' Association (PAFCA) Salary Schedule 07/03/2021 (3% Increase) 10/13/2018 (5.5% Increase) 07/06/2019 (3% Increase) Effective 10/13/2018 : 4% Increase ‐ LT and 1% Increase ‐ CPT Job Code FLSA Classification Grade Code Min Hourly Rate Mid Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx Max Annual Salary 147 Exempt Police Captain-Adv 023 74.15$ 92.68$ 111.22$ 19,278$ 231,338$ 149 Exempt Police Liet-Adv 086 66.24$ 82.80$ 99.36$ 19,278$ 206,669$ Effective 07/16/2019 : 4% Increase Job Code FLSA Classification Grade Code Min Hourly Rate Mid Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx Max Annual Salary 147 Exempt Police Captain-Adv 023 77.12$ 96.39$ 115.67$ 19,278$ 240,594$ 149 Exempt Police Liet-Adv 086 68.90$ 86.12$ 103.35$ 19,278$ 214,968$ Effective 07/03/2021 : 4% Increase Job Code FLSA Classification Grade Code Min Hourly Rate Mid Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx Max Annual Salary 147 Exempt Police Captain-Adv 023 80.20$ 100.25$ 120.30$ 19,278$ 250,224$ 149 Exempt Police Liet-Adv 086 71.66$ 89.57$ 107.49$ 19,278$ 223,579$ Palo Alto Police Managers' Association (PAPMA) Salary Schedule Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual 1 33.77$ 1 34.81$ 1 35.86$ 2 35.55$ 2 36.64$ 2 37.75$ 3 37.43$ 3 38.57$ 3 39.74$ 4 39.41$ 4 40.60$ 4 41.83$ 5 41.49$ 10,068$ 120,819$ 5 42.74$ 10,372$ 124,459$ 5 44.03$ 10,685$ 128,215$ 1 40.09$ 1 41.30$ 1 42.54$ 2 42.20$ 2 43.47$ 2 44.78$ 3 44.42$ 3 45.76$ 3 47.14$ 4 46.76$ 4 48.17$ 4 49.62$ 5 49.22$ 11,944$ 143,329$ 5 50.70$ 12,303$ 147,638$ 5 52.23$ 12,674$ 152,094$ 1 42.10$ 1 43.37$ 1 44.68$ 2 44.32$ 2 45.65$ 2 47.03$ 3 46.65$ 3 48.05$ 3 49.50$ 4 49.10$ 4 50.58$ 4 52.10$ 5 51.68$ 12,541$ 150,492$ 5 53.24$ 12,920$ 155,035$ 5 54.84$ 13,308$ 159,694$ 1 31.62$ 1 32.57$ 1 33.54$ 2 33.28$ 2 34.28$ 2 35.30$ 3 35.03$ 3 36.08$ 3 37.16$ 4 36.87$ 4 37.98$ 4 39.12$ 5 38.81$ 9,418$ 113,015$ 5 39.98$ 9,702$ 116,422$ 5 41.18$ 9,993$ 119,916$ 1 38.01$ 1 39.17$ 1 40.35$ 2 40.01$ 2 41.23$ 2 42.47$ 3 42.12$ 3 43.40$ 3 44.70$ 4 44.34$ 4 45.68$ 4 47.05$ 5 46.67$ 11,325$ 135,903$ 5 48.08$ 11,667$ 140,009$ 5 49.53$ 12,019$ 144,231$ 1 45.10$ 1 46.46$ 1 47.86$ 2 47.47$ 2 48.91$ 2 50.38$ 3 49.97$ 3 51.48$ 3 53.03$ 4 52.60$ 4 54.19$ 4 55.82$ 5 55.37$ 13,436$ 161,237$ 5 57.04$ 13,842$ 166,100$ 5 58.76$ 14,259$ 171,109$ 1 45.51$ 1 46.87$ 1 48.29$ 2 47.91$ 2 49.34$ 2 50.83$ 3 50.43$ 3 51.94$ 3 53.50$ 4 53.08$ 4 54.67$ 4 56.32$ 5 55.87$ 13,558$ 162,693$ 5 57.55$ 13,965$ 167,586$ 5 59.28$ 14,385$ 172,623$ 1 35.57$ 1 36.62$ 1 37.72$ 2 37.44$ 2 38.55$ 2 39.71$ 3 39.41$ 3 40.58$ 3 41.80$ 4 41.48$ 4 42.72$ 4 44.00$ 5 43.66$ 10,595$ 127,138$ 5 44.97$ 10,913$ 130,953$ 5 46.32$ 11,240$ 134,884$ Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule 603 Non-exempt SH FIRE INSPECTOR 604 Non-exempt SH FIRE FIGHTER 601 Non-exempt SH FIRE APPARATUS OP 602 Non-exempt SH FIRE CAPTAIN 606 Non-exempt SH OPER PARAMEDIC-12.5 608 Non-exempt SH CAPTAIN PARAMEDIC-12.5 Effective 10/13/2018 (5.5% Increase) 610 Non-exempt SH INSPCTR PARAMDC-12.5 676 Non-exempt SH F FIGHTR PARAMEDC-12.5 Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 43.32$ 1 44.63$ 1 45.97$ 2 45.60$ 2 46.98$ 2 48.39$ 3 48.00$ 3 49.45$ 3 50.94$ 4 50.53$ 4 52.05$ 4 53.62$ 5 53.19$ 12,907$ 154,889$ 5 54.79$ 13,296$ 159,548$ 5 56.44$ 13,696$ 164,353$ 1 42.10$ 1 43.37$ 1 44.68$ 2 44.32$ 2 45.65$ 2 47.03$ 3 46.65$ 3 48.05$ 3 49.50$ 4 49.10$ 4 50.58$ 4 52.10$ 5 51.68$ 12,541$ 150,492$ 5 53.24$ 12,920$ 155,035$ 5 54.84$ 13,308$ 159,694$ 1 33.18$ 1 34.20$ 1 35.23$ 2 34.93$ 2 36.00$ 2 37.08$ 3 36.77$ 3 37.89$ 3 39.03$ 4 38.71$ 4 39.88$ 4 41.08$ 5 40.75$ 9,889$ 118,664$ 5 41.98$ 10,187$ 122,246$ 5 43.24$ 10,493$ 125,915$ 1 35.47$ 1 36.56$ 1 37.64$ 2 37.34$ 2 38.48$ 2 39.62$ 3 39.31$ 3 40.50$ 3 41.71$ 4 41.38$ 4 42.63$ 4 43.91$ 5 43.56$ 10,571$ 126,847$ 5 44.87$ 10,888$ 130,661$ 5 46.22$ 11,216$ 134,593$ 1 42.10$ 1 43.38$ 1 44.68$ 2 44.32$ 2 45.66$ 2 47.03$ 3 46.65$ 3 48.06$ 3 49.50$ 4 49.11$ 4 50.59$ 4 52.11$ 5 51.69$ 12,543$ 150,521$ 5 53.25$ 12,922$ 155,064$ 5 54.85$ 13,310$ 159,723$ 1 32.57$ 1 33.54$ 1 34.56$ 2 34.28$ 2 35.30$ 2 36.38$ 3 36.08$ 3 37.16$ 3 38.29$ 4 37.98$ 4 39.12$ 4 40.30$ 5 39.98$ 9,702$ 116,422$ 5 41.18$ 9,993$ 119,916$ 5 42.42$ 10,294$ 123,527$ 1 34.14$ 1 35.17$ 1 36.23$ 2 35.94$ 2 37.02$ 2 38.14$ 3 37.83$ 3 38.97$ 3 40.15$ 4 39.82$ 4 41.02$ 4 42.26$ 5 41.92$ 10,173$ 122,071$ 5 43.18$ 10,478$ 125,740$ 5 44.48$ 10,794$ 129,526$ 1 34.81$ 1 35.86$ 1 36.95$ 2 36.64$ 2 37.75$ 2 38.89$ 3 38.57$ 3 39.74$ 3 40.94$ 4 40.60$ 4 41.83$ 4 43.09$ 5 42.74$ 10,372$ 124,459$ 5 44.03$ 10,685$ 128,215$ 5 45.36$ 11,007$ 132,088$ 677 Non-exempt SH HAZ MAT SPEC 678 Non-exempt SH HAZ MAT INSPECTOR 682 Non-exempt SH FIRE CAPTAIN HAZ MAT 683 Non-exempt SH FIRE FIGHTER EMT 680 Non-exempt SH FIRE FIGHTER HAZ MAT 681 Non-exempt SH FIRE APPR OP HAZ MAT 684 Non-exempt SH FIRE FGHTR HZ MT EMT 685 Non-exempt SH FIRE APPARATUS OP EMT Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 36.50$ 1 37.60$ 1 38.72$ 2 38.42$ 2 39.58$ 2 40.76$ 3 40.44$ 3 41.66$ 3 42.91$ 4 42.57$ 4 43.85$ 4 45.17$ 5 44.81$ 10,874$ 130,487$ 5 46.16$ 11,201$ 134,418$ 5 47.55$ 11,539$ 138,466$ 1 41.30$ 1 42.55$ 1 43.82$ 2 43.47$ 2 44.79$ 2 46.13$ 3 45.76$ 3 47.15$ 3 48.56$ 4 48.17$ 4 49.63$ 4 51.12$ 5 50.71$ 12,306$ 147,668$ 5 52.24$ 12,677$ 152,123$ 5 53.81$ 13,058$ 156,695$ 1 43.30$ 1 44.61$ 1 45.95$ 2 45.58$ 2 46.96$ 2 48.37$ 3 47.98$ 3 49.43$ 3 50.92$ 4 50.51$ 4 52.03$ 4 53.60$ 5 53.17$ 12,903$ 154,831$ 5 54.77$ 13,291$ 159,490$ 5 56.42$ 13,691$ 164,295$ 1 43.39$ 1 44.68$ 1 46.03$ 2 45.67$ 2 47.03$ 2 48.45$ 3 48.07$ 3 49.51$ 3 51.00$ 4 50.60$ 4 52.12$ 4 53.68$ 5 53.26$ 12,924$ 155,093$ 5 54.86$ 13,313$ 159,752$ 5 56.51$ 13,713$ 164,557$ 1 36.52$ 1 37.62$ 1 38.74$ 2 38.44$ 2 39.60$ 2 40.78$ 3 40.46$ 3 41.68$ 3 42.93$ 4 42.59$ 4 43.87$ 4 45.19$ 5 44.83$ 10,879$ 130,545$ 5 46.18$ 11,206$ 134,476$ 5 47.57$ 11,544$ 138,524$ 1 39.03$ 1 40.20$ 1 41.42$ 2 41.08$ 2 42.32$ 2 43.60$ 3 43.24$ 3 44.55$ 3 45.89$ 4 45.52$ 4 46.89$ 4 48.31$ 5 47.92$ 11,629$ 139,543$ 5 49.36$ 11,978$ 143,736$ 5 50.85$ 12,340$ 148,075$ 1 46.31$ 1 47.71$ 1 49.13$ 2 48.75$ 2 50.22$ 2 51.72$ 3 51.32$ 3 52.86$ 3 54.44$ 4 54.02$ 4 55.64$ 4 57.31$ 5 56.86$ 13,798$ 165,576$ 5 58.57$ 14,213$ 170,556$ 5 60.33$ 14,640$ 175,681$ 1 44.63$ 1 45.97$ 1 47.36$ 2 46.98$ 2 48.39$ 2 49.85$ 3 49.45$ 3 50.94$ 3 52.47$ 4 52.05$ 4 53.62$ 4 55.23$ 5 54.79$ 13,296$ 159,548$ 5 56.44$ 13,696$ 164,353$ 5 58.14$ 14,109$ 169,304$ 686 Non-exempt SH FIRE AP OP HZ MT EMT 687 Non-exempt SH FIRE CAPTAIN EMT 691 Non-exempt SH F FGH PRDMD-12.5 EMT 693 Non-exempt SH OPR PRMDC-12.5 EMT 688 Non-exempt SH FIRE CAP HAZ MAT EMT 689 Non-exempt SH FIRE INSPECTOR EMT 695 Non-exempt SH CAPT PRMDC-12.5 EMT 696 Non-exempt SH HAZ MAT SPEC EMT Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 38.09$ 1 39.24$ 1 40.41$ 2 40.09$ 2 41.30$ 2 42.54$ 3 42.20$ 3 43.47$ 3 44.78$ 4 44.42$ 4 45.76$ 4 47.14$ 5 46.76$ 11,347$ 136,165$ 5 48.17$ 11,689$ 140,271$ 5 49.62$ 12,041$ 144,493$ 1 40.72$ 1 41.94$ 1 43.21$ 2 42.86$ 2 44.15$ 2 45.48$ 3 45.12$ 3 46.47$ 3 47.87$ 4 47.49$ 4 48.92$ 4 50.39$ 5 49.99$ 12,131$ 145,571$ 5 51.49$ 12,495$ 149,939$ 5 53.04$ 12,871$ 154,452$ 1 48.32$ 1 49.77$ 1 51.27$ 2 50.86$ 2 52.39$ 2 53.97$ 3 53.54$ 3 55.15$ 3 56.81$ 4 56.36$ 4 58.05$ 4 59.80$ 5 59.33$ 14,397$ 172,769$ 5 61.11$ 14,829$ 177,952$ 5 62.95$ 15,276$ 183,310$ 1 47.30$ 1 48.73$ 1 50.19$ 2 49.79$ 2 51.29$ 2 52.83$ 3 52.41$ 3 53.99$ 3 55.61$ 4 55.17$ 4 56.83$ 4 58.54$ 5 58.07$ 10,065$ 120,786$ 5 59.82$ 10,369$ 124,426$ 5 61.62$ 10,681$ 128,170$ 1 56.14$ 1 57.83$ 1 59.56$ 2 59.09$ 2 60.87$ 2 62.69$ 3 62.20$ 3 64.07$ 3 65.99$ 4 65.47$ 4 67.44$ 4 69.46$ 5 68.92$ 11,946$ 143,354$ 5 70.99$ 12,305$ 147,659$ 5 73.12$ 12,674$ 152,090$ 1 58.94$ 1 60.71$ 1 62.54$ 2 62.04$ 2 63.91$ 2 65.83$ 3 65.30$ 3 67.27$ 3 69.29$ 4 68.74$ 4 70.81$ 4 72.94$ 5 72.36$ 12,542$ 150,509$ 5 74.54$ 12,920$ 155,043$ 5 76.78$ 13,309$ 159,702$ 1 44.25$ 1 45.58$ 1 46.95$ 2 46.58$ 2 47.98$ 2 49.42$ 3 49.03$ 3 50.50$ 3 52.02$ 4 51.61$ 4 53.16$ 4 54.76$ 5 54.33$ 9,417$ 113,006$ 5 55.96$ 9,700$ 116,397$ 5 57.64$ 9,991$ 119,891$ 1 53.20$ 1 54.80$ 1 56.45$ 2 56.00$ 2 57.68$ 2 59.42$ 3 58.95$ 3 60.72$ 3 62.55$ 4 62.05$ 4 63.92$ 4 65.84$ 5 65.32$ 11,322$ 135,866$ 5 67.28$ 11,662$ 139,942$ 5 69.30$ 12,012$ 144,144$ 671 Non-exempt SH FIRE FGHTR EMT HAZ MT PARA 672 Non-exempt SH FIRE AP OP EMT HAZ MT PARA 635 Non-exempt NS FIRE CAPTAIN 636 Non-exempt NS FIRE INSPECTOR 661 Non-exempt SH FIRE CPT EMT HAZ MT PARA 634 Non-exempt NS FIRE APPARATUS OP 637 Non-exempt NS FIRE FIGHTER 638 Non-exempt NS OPER PARAMEDIC-12.5 Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 63.15$ 1 65.06$ 1 67.00$ 2 66.47$ 2 68.48$ 2 70.53$ 3 69.97$ 3 72.08$ 3 74.24$ 4 73.65$ 4 75.87$ 4 78.15$ 5 77.53$ 13,439$ 161,262$ 5 79.86$ 13,842$ 166,109$ 5 82.26$ 14,258$ 171,101$ 1 63.69$ 1 65.60$ 1 67.57$ 2 67.04$ 2 69.05$ 2 71.13$ 3 70.57$ 3 72.68$ 3 74.87$ 4 74.28$ 4 76.51$ 4 78.81$ 5 78.19$ 13,553$ 162,635$ 5 80.54$ 13,960$ 167,523$ 5 82.96$ 14,380$ 172,557$ 1 58.94$ 1 60.71$ 1 62.54$ 2 62.04$ 2 63.91$ 2 65.83$ 3 65.30$ 3 67.27$ 3 69.29$ 4 68.74$ 4 70.81$ 4 72.94$ 5 72.36$ 12,542$ 150,509$ 5 74.54$ 12,920$ 155,043$ 5 76.78$ 13,309$ 159,702$ 1 60.71$ 1 62.53$ 1 64.41$ 2 63.90$ 2 65.82$ 2 67.80$ 3 67.26$ 3 69.28$ 3 71.37$ 4 70.80$ 4 72.93$ 4 75.13$ 5 74.53$ 12,919$ 155,022$ 5 76.77$ 13,307$ 159,682$ 5 79.08$ 13,707$ 164,486$ 1 49.77$ 1 51.26$ 1 52.80$ 2 52.39$ 2 53.96$ 2 55.58$ 3 55.15$ 3 56.80$ 3 58.51$ 4 58.05$ 4 59.79$ 4 61.59$ 5 61.10$ 10,591$ 127,088$ 5 62.94$ 10,910$ 130,915$ 5 64.83$ 11,237$ 134,846$ 1 60.67$ 1 62.49$ 1 64.37$ 2 63.86$ 2 65.78$ 2 67.76$ 3 67.22$ 3 69.24$ 3 71.33$ 4 70.76$ 4 72.88$ 4 75.08$ 5 74.48$ 12,910$ 154,918$ 5 76.72$ 13,298$ 159,578$ 5 79.03$ 13,699$ 164,382$ 1 58.94$ 1 60.71$ 1 62.54$ 2 62.04$ 2 63.91$ 2 65.83$ 3 65.30$ 3 67.27$ 3 69.29$ 4 68.74$ 4 70.81$ 4 72.94$ 5 72.36$ 12,542$ 150,509$ 5 74.54$ 12,920$ 155,043$ 5 76.78$ 13,309$ 159,702$ 1 46.46$ 1 47.85$ 1 49.30$ 2 48.90$ 2 50.37$ 2 51.89$ 3 51.47$ 3 53.02$ 3 54.62$ 4 54.18$ 4 55.81$ 4 57.49$ 5 57.03$ 9,885$ 118,622$ 5 58.75$ 10,183$ 122,200$ 5 60.52$ 10,490$ 125,882$ 639 Non-exempt NS CAPTAIN PARAMEDIC-12.5 641 Non-exempt NS INSPCTR PARAMDC-12.5 644 Non-exempt NS F FIGHTR PARAMEDC-12.5 645 Non-exempt NS HAZ MAT SPEC 642 Non-exempt NS 40-HR TRAINING CAPTAIN 643 Non-exempt NS 40-HR TRAINING CAPTAIN EMT 646 Non-exempt NS HAZ MAT INSPECTOR 647 Non-exempt NS FIRE FIGHTER HAZ MAT Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 49.66$ 1 51.16$ 1 52.70$ 2 52.27$ 2 53.85$ 2 55.47$ 3 55.02$ 3 56.68$ 3 58.39$ 4 57.92$ 4 59.66$ 4 61.46$ 5 60.97$ 10,568$ 126,818$ 5 62.80$ 10,885$ 130,624$ 5 64.69$ 11,213$ 134,555$ 1 58.94$ 1 60.71$ 1 62.54$ 2 62.04$ 2 63.91$ 2 65.83$ 3 65.30$ 3 67.27$ 3 69.29$ 4 68.74$ 4 70.81$ 4 72.94$ 5 72.36$ 12,542$ 150,509$ 5 74.54$ 12,920$ 155,043$ 5 76.78$ 13,309$ 159,702$ 1 45.58$ 1 46.95$ 1 48.36$ 2 47.98$ 2 49.42$ 2 50.90$ 3 50.50$ 3 52.02$ 3 53.58$ 4 53.16$ 4 54.76$ 4 56.40$ 5 55.96$ 9,700$ 116,397$ 5 57.64$ 9,991$ 119,891$ 5 59.37$ 10,291$ 123,490$ 1 47.79$ 1 49.23$ 1 50.71$ 2 50.30$ 2 51.82$ 2 53.38$ 3 52.95$ 3 54.55$ 3 56.19$ 4 55.74$ 4 57.42$ 4 59.15$ 5 58.67$ 10,169$ 122,034$ 5 60.44$ 10,476$ 125,715$ 5 62.26$ 10,792$ 129,501$ 1 48.73$ 1 50.19$ 1 51.71$ 2 51.29$ 2 52.83$ 2 54.43$ 3 53.99$ 3 55.61$ 3 57.29$ 4 56.83$ 4 58.54$ 4 60.30$ 5 59.82$ 10,369$ 124,426$ 5 61.62$ 10,681$ 128,170$ 5 63.47$ 11,001$ 132,018$ 1 51.08$ 1 52.62$ 1 54.21$ 2 53.77$ 2 55.39$ 2 57.06$ 3 56.60$ 3 58.31$ 3 60.06$ 4 59.58$ 4 61.38$ 4 63.22$ 5 62.72$ 10,871$ 130,458$ 5 64.61$ 11,199$ 134,389$ 5 66.55$ 11,535$ 138,424$ 1 57.84$ 1 59.57$ 1 61.35$ 2 60.88$ 2 62.70$ 2 64.58$ 3 64.08$ 3 66.00$ 3 67.98$ 4 67.45$ 4 69.47$ 4 71.56$ 5 71.00$ 12,307$ 147,680$ 5 73.13$ 12,676$ 152,110$ 5 75.33$ 13,057$ 156,686$ 1 60.60$ 1 62.42$ 1 64.30$ 2 63.79$ 2 65.71$ 2 67.68$ 3 67.15$ 3 69.17$ 3 71.24$ 4 70.68$ 4 72.81$ 4 74.99$ 5 74.40$ 12,896$ 154,752$ 5 76.64$ 13,284$ 159,411$ 5 78.94$ 13,683$ 164,195$ 650 Non-exempt NS FIRE APPR OP HAZ MAT 648 Non-exempt NS FIRE CAPTAIN HAZ MAT 652 Non-exempt NS FIRE APPARATUS OP EMT 653 Non-exempt NS FIRE AP OP HZ MT EMT 649 Non-exempt NS FIRE FIGHTER EMT 651 Non-exempt NS FIRE FGHTR HZ MT EMT 654 Non-exempt NS FIRE CAP HAZ MAT EMT 655 Non-exempt NS FIRE CAPTAIN EMT Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 60.71$ 1 62.53$ 1 64.41$ 2 63.90$ 2 65.82$ 2 67.80$ 3 67.26$ 3 69.28$ 3 71.37$ 4 70.80$ 4 72.93$ 4 75.13$ 5 74.53$ 12,919$ 155,022$ 5 76.77$ 13,307$ 159,682$ 5 79.08$ 13,707$ 164,486$ 1 51.11$ 1 52.65$ 1 54.24$ 2 53.80$ 2 55.42$ 2 57.09$ 3 56.63$ 3 58.34$ 3 60.09$ 4 59.61$ 4 61.41$ 4 63.25$ 5 62.75$ 10,877$ 130,520$ 5 64.64$ 11,204$ 134,451$ 5 66.58$ 11,541$ 138,486$ 1 54.63$ 1 56.28$ 1 57.97$ 2 57.50$ 2 59.24$ 2 61.02$ 3 60.53$ 3 62.36$ 3 64.23$ 4 63.72$ 4 65.64$ 4 67.61$ 5 67.07$ 11,625$ 139,506$ 5 69.09$ 11,976$ 143,707$ 5 71.17$ 12,336$ 148,034$ 1 64.83$ 1 66.78$ 1 68.78$ 2 68.24$ 2 70.29$ 2 72.40$ 3 71.83$ 3 73.99$ 3 76.21$ 4 75.61$ 4 77.88$ 4 80.22$ 5 79.59$ 13,796$ 165,547$ 5 81.98$ 14,210$ 170,518$ 5 84.44$ 14,636$ 175,635$ 1 60.71$ 1 62.53$ 1 64.41$ 2 63.90$ 2 65.82$ 2 67.80$ 3 67.26$ 3 69.28$ 3 71.37$ 4 70.80$ 4 72.93$ 4 75.13$ 5 74.53$ 12,919$ 155,022$ 5 76.77$ 13,307$ 159,682$ 5 79.08$ 13,707$ 164,486$ 1 62.48$ 1 64.35$ 1 66.29$ 2 65.77$ 2 67.74$ 2 69.78$ 3 69.23$ 3 71.31$ 3 73.45$ 4 72.87$ 4 75.06$ 4 77.32$ 5 76.70$ 13,295$ 159,536$ 5 79.01$ 13,695$ 164,341$ 5 81.39$ 14,108$ 169,291$ 1 53.30$ 1 54.90$ 1 56.55$ 2 56.10$ 2 57.79$ 2 59.53$ 3 59.05$ 3 60.83$ 3 62.66$ 4 62.16$ 4 64.03$ 4 65.96$ 5 65.43$ 11,341$ 136,094$ 5 67.40$ 11,683$ 140,192$ 5 69.43$ 12,035$ 144,414$ 1 56.99$ 1 58.71$ 1 60.47$ 2 59.99$ 2 61.80$ 2 63.65$ 3 63.15$ 3 65.05$ 3 67.00$ 4 66.47$ 4 68.47$ 4 70.53$ 5 69.97$ 12,128$ 145,538$ 5 72.07$ 12,492$ 149,906$ 5 74.24$ 12,868$ 154,419$ 658 Non-exempt NS OPR PRMDC-12.5 EMT 697 673 Non-exempt NS FIRE FGHTR EMT HAZ MT PARA 674 Non-exempt NS FIRE AP OP EMT HAZ MT PARA 660 Non-exempt NS HAZ MAT INSPECTOR EMT 659 Non-exempt NS HAZ MAT SPEC EMT Non-exempt NS CAPT PRMDC-12.5 EMT 656 Non-exempt NS FIRE INSPECTOR EMT 657 Non-exempt NS F FGH PRDMD-12.5 EMT Job Code FLSA SH/NS Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3% Increase) Effective 07/03/2021 (3% Increase) International Fire Fighters Association Salary Schedule Effective 10/13/2018 (5.5% Increase) 1 67.63$ 1 69.66$ 1 71.76$ 2 71.19$ 2 73.33$ 2 75.54$ 3 74.94$ 3 77.19$ 3 79.52$ 4 78.88$ 4 81.25$ 4 83.70$ 5 83.03$ 14,392$ 172,702$ 5 85.53$ 14,825$ 177,902$ 5 88.10$ 15,271$ 183,248$ 662 Non-exempt NS FIRE CPT EMT HAZ MT PARA Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual 1 50.73$ 1 52.49$ 1 54.06$ 2 53.40$ 2 55.25$ 2 56.91$ 3 56.21$ 3 58.16$ 3 59.91$ 4 59.17$ 4 61.22$ 4 63.06$ 5 62.28$ 5 64.44$ 5 66.38$ 6 65.56$ 11,363.73$ 136,365$ 6 67.83$ 11,757.20$ 141,086$ 6 69.87$ 12,110.80$ 145,330$ 1 53.34$ 1 55.18$ 1 56.85$ 2 56.15$ 2 58.08$ 2 59.84$ 3 59.11$ 3 61.14$ 3 62.99$ 4 62.22$ 4 64.36$ 4 66.30$ 5 65.49$ 5 67.75$ 5 69.79$ 6 68.94$ 11,949.60$ 143,395$ 6 71.32$ 12,362.13$ 148,346$ 6 73.46$ 12,733.07$ 152,797$ 1 54.48$ 1 56.36$ 1 58.05$ 2 57.35$ 2 59.33$ 2 61.11$ 3 60.37$ 3 62.45$ 3 64.33$ 4 63.55$ 4 65.74$ 4 67.72$ 5 66.89$ 5 69.20$ 5 71.28$ 6 70.41$ 12,204.40$ 146,453$ 6 72.84$ 12,625.60$ 151,507$ 6 75.03$ 13,005.20$ 156,062$ 1 53.28$ 1 55.13$ 1 56.77$ 2 56.08$ 2 58.03$ 2 59.76$ 3 59.03$ 3 61.08$ 3 62.91$ 4 62.14$ 4 64.29$ 4 66.22$ 5 65.41$ 5 67.67$ 5 69.70$ 6 68.85$ 11,934.00$ 143,208$ 6 71.23$ 12,346.53$ 148,158$ 6 73.37$ 12,717.47$ 152,610$ 1 56.04$ 1 57.97$ 1 59.71$ 2 58.99$ 2 61.02$ 2 62.85$ 3 62.09$ 3 64.23$ 3 66.16$ 4 65.36$ 4 67.61$ 4 69.64$ 5 68.80$ 5 71.17$ 5 73.31$ 6 72.42$ 12,552.80$ 150,634$ 6 74.92$ 12,986.13$ 155,834$ 6 77.17$ 13,376.13$ 160,514$ 1 57.23$ 1 59.21$ 1 60.99$ 2 60.24$ 2 62.33$ 2 64.20$ 3 63.41$ 3 65.61$ 3 67.58$ 4 66.75$ 4 69.06$ 4 71.14$ 5 70.26$ 5 72.69$ 5 74.88$ 6 73.96$ 12,819.73$ 153,837$ 6 76.52$ 13,263.47$ 159,162$ 6 78.82$ 13,662.13$ 163,946$ Effective 07/06/2019 (3.45% Increase)Effective 07/03/2021 (3% Increase) Palo Alto Peace Officers' Association (PAPOA) Salary Schedule 611 Non-exempt Police Agent Effective 07/07/2018 (3% Increase) 614 Non-exempt Police Agent-Bilingual 612 Non-exempt Police Agent/Inter 613 Non-exempt Police Agent/Adv 615 Non-exempt Police Agent/Inter-Bilingual 616 Non-exempt Police Agent/Adv-Bilingual Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3.45% Increase)Effective 07/03/2021 (3% Increase) Palo Alto Peace Officers' Association (PAPOA) Salary Schedule Effective 07/07/2018 (3% Increase) 1 51.81$ 1 48.61$ 1 50.07$ 2 51.81$ 2 48.61$ 2 50.07$ 3 51.81$ 3 48.61$ 3 50.07$ 4 51.81$ 4 48.61$ 4 50.07$ 5 51.81$ 5 48.61$ 5 50.07$ 6 51.81$ 8,980.40$ 107,765$ 6 48.61$ 8,425.73$ 101,109$ 6 50.07$ 8,678.80$ 104,146$ 1 49.37$ 1 51.08$ 1 52.62$ 2 51.97$ 2 53.77$ 2 55.39$ 3 54.71$ 3 56.60$ 3 58.31$ 4 57.59$ 4 59.58$ 4 61.38$ 5 60.62$ 5 62.72$ 5 64.61$ 6 63.81$ 11,060.40$ 132,725$ 6 66.02$ 11,443.47$ 137,322$ 6 68.01$ 11,788.40$ 141,461$ 1 51.84$ 1 53.63$ 1 55.24$ 2 54.57$ 2 56.45$ 2 58.15$ 3 57.44$ 3 59.42$ 3 61.21$ 4 60.46$ 4 62.55$ 4 64.43$ 5 63.64$ 5 65.84$ 5 67.82$ 6 66.99$ 11,611.60$ 139,339$ 6 69.31$ 12,013.73$ 144,165$ 6 71.39$ 12,374.27$ 148,491$ 1 49.37$ 1 46.32$ 1 47.71$ 2 49.37$ 2 46.32$ 2 47.71$ 3 49.37$ 3 46.32$ 3 47.71$ 4 49.37$ 4 46.32$ 4 47.71$ 5 49.37$ 5 46.32$ 5 47.71$ 6 49.37$ 8,557.47$ 102,690$ 6 46.32$ 8,028.80$ 96,346$ 6 47.71$ 8,269.73$ 99,237$ 1 47.03$ 1 48.65$ 1 50.11$ 2 49.50$ 2 51.21$ 2 52.75$ 3 52.11$ 3 53.91$ 3 55.53$ 4 54.85$ 4 56.75$ 4 58.45$ 5 57.74$ 5 59.74$ 5 61.53$ 6 60.78$ 10,535.20$ 126,422$ 6 62.88$ 10,899.20$ 130,790$ 6 64.77$ 11,226.80$ 134,722$ 1 49.37$ 1 51.08$ 1 52.62$ 2 51.97$ 2 53.77$ 2 55.39$ 3 54.71$ 3 56.60$ 3 58.31$ 4 57.59$ 4 59.58$ 4 61.38$ 5 60.62$ 5 62.72$ 5 64.61$ 6 63.81$ 11,060.40$ 132,725$ 6 66.02$ 11,443.47$ 137,322$ 6 68.01$ 11,788.40$ 141,461$ 618 Non-exempt Police Officer-Bilingual 619 Non-exempt Police Officer-Inter-Bilingual 617 Non-exempt Police Trainee-Bilingual 621 Non-exempt Police Officer 622 Non-exempt Police Officer-Inter 620 Non-exempt Police Trainee Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3.45% Increase)Effective 07/03/2021 (3% Increase) Palo Alto Peace Officers' Association (PAPOA) Salary Schedule Effective 07/07/2018 (3% Increase) 1 50.45$ 1 52.19$ 1 53.76$ 2 53.10$ 2 54.94$ 2 56.59$ 3 55.89$ 3 57.83$ 3 59.57$ 4 58.83$ 4 60.87$ 4 62.70$ 5 61.93$ 5 64.07$ 5 66.00$ 6 65.19$ 11,299.60$ 135,595$ 6 67.44$ 11,689.60$ 140,275$ 6 69.47$ 12,041.47$ 144,498$ 1 52.98$ 1 54.82$ 1 56.46$ 2 55.77$ 2 57.70$ 2 59.43$ 3 58.71$ 3 60.74$ 3 62.56$ 4 61.80$ 4 63.94$ 4 65.85$ 5 65.05$ 5 67.30$ 5 69.32$ 6 68.47$ 11,868.13$ 142,418$ 6 70.84$ 12,278.93$ 147,347$ 6 72.97$ 12,648.13$ 151,778$ 1 49.37$ 1 51.08$ 1 52.62$ 2 51.97$ 2 53.77$ 2 55.39$ 3 54.71$ 3 56.60$ 3 58.31$ 4 57.59$ 4 59.58$ 4 61.38$ 5 60.62$ 5 62.72$ 5 64.61$ 6 63.81$ 11,060.40$ 132,725$ 6 66.02$ 11,443.47$ 137,322$ 6 68.01$ 11,788.40$ 141,461$ 1 59.77$ 1 61.83$ 1 63.70$ 2 62.92$ 2 65.08$ 2 67.05$ 3 66.23$ 3 68.51$ 3 70.58$ 4 69.72$ 4 72.12$ 4 74.29$ 5 73.39$ 5 75.92$ 5 78.20$ 6 77.25$ 13,390.00$ 160,680$ 6 79.92$ 13,852.80$ 166,234$ 6 82.32$ 14,268.80$ 171,226$ 1 47.03$ 1 48.65$ 1 50.11$ 2 49.50$ 2 51.21$ 2 52.75$ 3 52.11$ 3 53.91$ 3 55.53$ 4 54.85$ 4 56.75$ 4 58.45$ 5 57.74$ 5 59.74$ 5 61.53$ 6 60.78$ 10,535.20$ 126,422$ 6 62.88$ 10,899.20$ 130,790$ 6 64.77$ 11,226.80$ 134,722$ 1 62.89$ 1 65.08$ 1 67.02$ 2 66.20$ 2 68.50$ 2 70.55$ 3 69.68$ 3 72.10$ 3 74.26$ 4 73.35$ 4 75.89$ 4 78.17$ 5 77.21$ 5 79.88$ 5 82.28$ 6 81.27$ 14,086.80$ 169,042$ 6 84.08$ 14,573.87$ 174,886$ 6 86.61$ 15,012.40$ 180,149$ 626 Non-exempt Police Sergeant-Bilingual 627 Non-exempt Police Off Training 628 Non-exempt Police Sgt/Inter-Bilingual 624 Non-exempt Police Officer-Adv-Bilingual 625 Non-exempt Police Off Training-Bilingual 623 Non-exempt Police Officer-Adv Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Effective 07/06/2019 (3.45% Increase)Effective 07/03/2021 (3% Increase) Palo Alto Peace Officers' Association (PAPOA) Salary Schedule Effective 07/07/2018 (3% Increase) 1 64.31$ 1 66.53$ 1 68.51$ 2 67.69$ 2 70.03$ 2 72.12$ 3 71.25$ 3 73.72$ 3 75.92$ 4 75.00$ 4 77.60$ 4 79.92$ 5 78.95$ 5 81.68$ 5 84.13$ 6 83.11$ 14,405.73$ 172,869$ 6 85.98$ 14,903.20$ 178,838$ 6 88.56$ 15,350.40$ 184,205$ 1 56.91$ 1 58.89$ 1 60.65$ 2 59.91$ 2 61.99$ 2 63.84$ 3 63.06$ 3 65.25$ 3 67.20$ 4 66.38$ 4 68.68$ 4 70.74$ 5 69.87$ 5 72.29$ 5 74.46$ 6 73.55$ 12,748.67$ 152,984$ 6 76.09$ 13,188.93$ 158,267$ 6 78.38$ 13,585.87$ 163,030$ 1 59.94$ 1 62.01$ 1 63.88$ 2 63.09$ 2 65.27$ 2 67.24$ 3 66.41$ 3 68.70$ 3 70.78$ 4 69.91$ 4 72.32$ 4 74.50$ 5 73.59$ 5 76.13$ 5 78.42$ 6 77.46$ 13,426.40$ 161,117$ 6 80.14$ 13,890.93$ 166,691$ 6 82.55$ 14,308.67$ 171,704$ 1 61.28$ 1 63.38$ 1 65.28$ 2 64.50$ 2 66.72$ 2 68.72$ 3 67.89$ 3 70.23$ 3 72.34$ 4 71.46$ 4 73.93$ 4 76.15$ 5 75.22$ 5 77.82$ 5 80.16$ 6 79.18$ 13,724.53$ 164,694$ 6 81.92$ 14,199.47$ 170,394$ 6 84.38$ 14,625.87$ 175,510$ 633 Non-exempt Police Sgt/Adv 629 Non-exempt Police Sgt/Adv-Bilingual 631 Non-exempt Police Sergeant 632 Non-exempt Police Sgt/Inter Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual 1 24.62$ 1 25.48$ 1 26.24$ 2 25.91$ 2 26.82$ 2 27.62$ 3 27.27$ 3 28.23$ 3 29.07$ 4 28.70$ 4 29.71$ 4 30.60$ 5 30.21$ 5,236$ 62,837$ 5 31.27$ 5,420$ 65,042$ 5 32.21$ 5,583$ 66,997$ 1 28.76$ 1 29.78$ 1 30.67$ 2 30.27$ 2 31.34$ 2 32.28$ 3 31.86$ 3 32.98$ 3 33.97$ 4 33.53$ 4 34.71$ 4 35.75$ 5 35.29$ 6,117$ 73,403$ 5 36.53$ 6,332$ 75,982$ 5 37.63$ 6,523$ 78,270$ 1 30.79$ 1 31.88$ 1 32.84$ 2 32.41$ 2 33.55$ 2 34.56$ 3 34.11$ 3 35.31$ 3 36.37$ 4 35.90$ 4 37.16$ 4 38.28$ 5 37.78$ 6,549$ 78,582$ 5 39.11$ 6,779$ 81,349$ 5 40.29$ 6,984$ 83,803$ 1 26.53$ 1 27.44$ 1 28.29$ 2 27.92$ 2 28.88$ 2 29.77$ 3 29.38$ 3 30.40$ 3 31.33$ 4 30.92$ 4 32.00$ 4 32.97$ 5 32.54$ 5,640$ 67,683$ 5 33.68$ 5,838$ 70,054$ 5 34.70$ 6,015$ 72,176$ 1 28.82$ 1 29.83$ 1 30.71$ 2 30.33$ 2 31.39$ 2 32.32$ 3 31.92$ 3 33.04$ 3 34.02$ 4 33.59$ 4 34.77$ 4 35.81$ 5 35.35$ 6,127$ 73,528$ 5 36.59$ 6,342$ 76,107$ 5 37.69$ 6,533$ 78,395$ 1 30.87$ 1 31.95$ 1 32.92$ 2 32.49$ 2 33.63$ 2 34.65$ 3 34.20$ 3 35.40$ 3 36.47$ 4 36.00$ 4 37.26$ 4 38.38$ 5 37.89$ 6,568$ 78,811$ 5 39.22$ 6,798$ 81,578$ 5 40.40$ 7,003$ 84,032$ 1 27.27$ 1 28.24$ 1 29.08$ 2 28.70$ 2 29.72$ 2 30.61$ 3 30.21$ 3 31.28$ 3 32.22$ 4 31.80$ 4 32.92$ 4 33.91$ 5 33.47$ 5,801$ 69,618$ 5 34.65$ 6,006$ 72,072$ 5 35.69$ 6,186$ 74,235$ 1 29.18$ 1 30.21$ 1 31.13$ 2 30.71$ 2 31.79$ 2 32.76$ 3 32.32$ 3 33.46$ 3 34.48$ 4 34.02$ 4 35.22$ 4 36.29$ 5 35.81$ 6,207$ 74,485$ 5 37.07$ 6,425$ 77,106$ 5 38.19$ 6,620$ 79,435$ 1 26.90$ 1 27.84$ 1 28.69$ 2 28.31$ 2 29.30$ 2 30.19$ 3 29.79$ 3 30.84$ 3 31.77$ 4 31.35$ 4 32.46$ 4 33.44$ 5 33.00$ 5,720$ 68,640$ 5 34.16$ 5,921$ 71,053$ 5 35.19$ 6,100$ 73,195$ 1 29.66$ 1 30.70$ 1 31.63$ 2 31.22$ 2 32.31$ 2 33.29$ 3 32.86$ 3 34.01$ 3 35.04$ 4 34.58$ 4 35.80$ 4 36.88$ 5 36.40$ 6,309$ 75,712$ 5 37.68$ 6,531$ 78,374$ 5 38.82$ 6,729$ 80,746$ Service Employees International Union (SEIU) Salary Schedule 207 Non‐Exempt Acct Spec-Lead 294 Non‐Exempt Administrative Associate I 206 Non‐Exempt Acct Assistant 204 Non‐Exempt Acct Spec 276 Non‐Exempt Animal Control Off 312 Non‐Exempt Animal Control Off - L 295 Non‐Exempt Administrative Associate II 296 Non‐Exempt Administrative Associate III Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 263 Non‐Exempt Animal Services Spec 275 Non‐Exempt Animal Services Spec II Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 34.84$ 1 36.07$ 1 37.16$ 2 36.67$ 2 37.96$ 2 39.11$ 3 38.60$ 3 39.95$ 3 41.16$ 4 40.63$ 4 42.05$ 4 43.32$ 5 42.76$ 7,412$ 88,941$ 5 44.26$ 7,672$ 92,061$ 5 45.59$ 7,902$ 94,827$ 1 45.83$ 1 47.44$ 1 48.87$ 2 48.24$ 2 49.93$ 2 51.44$ 3 50.77$ 3 52.55$ 3 54.14$ 4 53.44$ 4 55.31$ 4 56.98$ 5 56.25$ 9,750$ 117,000$ 5 58.22$ 10,091$ 121,098$ 5 59.97$ 10,395$ 124,738$ 1 40.07$ 1 41.47$ 1 42.71$ 2 42.17$ 2 43.65$ 2 44.95$ 3 44.38$ 3 45.94$ 3 47.31$ 4 46.71$ 4 48.35$ 4 49.80$ 5 49.16$ 8,521$ 102,253$ 5 50.89$ 8,821$ 105,851$ 5 52.42$ 9,086$ 109,034$ 1 48.80$ 1 50.52$ 1 52.02$ 2 51.36$ 2 53.17$ 2 54.75$ 3 54.06$ 3 55.96$ 3 57.63$ 4 56.90$ 4 58.90$ 4 60.66$ 5 59.89$ 10,381$ 124,571$ 5 61.99$ 10,745$ 128,939$ 5 63.85$ 11,067$ 132,808$ 1 44.46$ 1 46.01$ 1 47.40$ 2 46.79$ 2 48.43$ 2 49.89$ 3 49.25$ 3 50.97$ 3 52.51$ 4 51.84$ 4 53.65$ 4 55.27$ 5 54.56$ 9,457$ 113,485$ 5 56.47$ 9,788$ 117,458$ 5 58.17$ 10,083$ 120,994$ 1 41.52$ 1 42.97$ 1 44.27$ 2 43.70$ 2 45.23$ 2 46.59$ 3 45.99$ 3 47.61$ 3 49.04$ 4 48.41$ 4 50.11$ 4 51.62$ 5 50.95$ 8,831$ 105,976$ 5 52.74$ 9,142$ 109,699$ 5 54.33$ 9,417$ 113,006$ 1 44.07$ 1 45.62$ 1 46.98$ 2 46.38$ 2 48.02$ 2 49.45$ 3 48.82$ 3 50.54$ 3 52.05$ 4 51.38$ 4 53.19$ 4 54.78$ 5 54.08$ 9,374$ 112,486$ 5 55.98$ 9,703$ 116,438$ 5 57.66$ 9,994$ 119,933$ 1 40.13$ 1 41.55$ 1 42.79$ 2 42.24$ 2 43.73$ 2 45.04$ 3 44.46$ 3 46.03$ 3 47.41$ 4 46.80$ 4 48.45$ 4 49.90$ 5 49.26$ 8,538$ 102,461$ 5 50.99$ 8,838$ 106,059$ 5 52.52$ 9,103$ 109,242$ 1 40.44$ 1 41.86$ 1 43.13$ 2 42.56$ 2 44.06$ 2 45.39$ 3 44.80$ 3 46.37$ 3 47.77$ 4 47.15$ 4 48.81$ 4 50.28$ 5 49.63$ 8,603$ 103,230$ 5 51.37$ 8,904$ 106,850$ 5 52.92$ 9,173$ 110,074$ 1 43.18$ 1 44.69$ 1 46.03$ 2 45.45$ 2 47.04$ 2 48.45$ 3 47.84$ 3 49.51$ 3 51.00$ 4 50.35$ 4 52.11$ 4 53.68$ 5 52.99$ 9,185$ 110,219$ 5 54.85$ 9,507$ 114,088$ 5 56.50$ 9,793$ 117,520$ 353 Non‐Exempt Assoc Planner 247 Non‐Exempt Assoc Power Engr 244 Non‐Exempt Assoc Buyer 333 Non‐Exempt Assoc Engineer 299 Non‐Exempt Bldg Inspector 300 Non‐Exempt Bldg Inspector Spec 256 Non‐Exempt Asst Power Engr 268 Non‐Exempt Asst Res Planner 269 Non‐Exempt Assoc Res Planner 330 Non‐Exempt Asst Engineer Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 23.73$ 1 24.55$ 1 25.29$ 2 24.97$ 2 25.84$ 2 26.62$ 3 26.28$ 3 27.20$ 3 28.02$ 4 27.66$ 4 28.63$ 4 29.49$ 5 29.11$ 5,046$ 60,549$ 5 30.13$ 5,223$ 62,670$ 5 31.04$ 5,380$ 64,563$ 1 25.40$ 1 26.29$ 1 27.08$ 2 26.73$ 2 27.67$ 2 28.50$ 3 28.13$ 3 29.12$ 3 30.00$ 4 29.61$ 4 30.65$ 4 31.57$ 5 31.16$ 5,401$ 64,813$ 5 32.26$ 5,592$ 67,101$ 5 33.23$ 5,760$ 69,118$ 1 32.49$ 1 33.63$ 1 34.65$ 2 34.20$ 2 35.39$ 2 36.47$ 3 35.99$ 3 37.25$ 3 38.38$ 4 37.88$ 4 39.21$ 4 40.39$ 5 39.87$ 6,911$ 82,930$ 5 41.27$ 7,153$ 85,842$ 5 42.51$ 7,368$ 88,421$ 1 57.06$ 1 59.07$ 1 60.84$ 2 60.06$ 2 62.17$ 2 64.04$ 3 63.22$ 3 65.44$ 3 67.41$ 4 66.54$ 4 68.88$ 4 70.95$ 5 70.04$ 12,140$ 145,683$ 5 72.50$ 12,567$ 150,800$ 5 74.68$ 12,945$ 155,334$ 1 57.06$ 1 59.07$ 1 60.84$ 2 60.06$ 2 62.17$ 2 64.04$ 3 63.22$ 3 65.44$ 3 67.41$ 4 66.54$ 4 68.88$ 4 70.95$ 5 70.04$ 12,140$ 145,683$ 5 72.50$ 12,567$ 150,800$ 5 74.68$ 12,945$ 155,334$ 1 38.37$ 1 39.71$ 1 40.90$ 2 40.38$ 2 41.80$ 2 43.05$ 3 42.50$ 3 43.99$ 3 45.31$ 4 44.73$ 4 46.30$ 4 47.69$ 5 47.08$ 8,161$ 97,926$ 5 48.73$ 8,447$ 101,358$ 5 50.20$ 8,701$ 104,416$ 1 39.17$ 1 40.55$ 1 41.77$ 2 41.23$ 2 42.68$ 2 43.96$ 3 43.39$ 3 44.92$ 3 46.27$ 4 45.67$ 4 47.28$ 4 48.70$ 5 48.07$ 8,332$ 99,986$ 5 49.76$ 8,625$ 103,501$ 5 51.26$ 8,885$ 106,621$ 1 48.07$ 1 49.76$ 1 51.27$ 2 50.59$ 2 52.37$ 2 53.96$ 3 53.25$ 3 55.12$ 3 56.79$ 4 56.05$ 4 58.02$ 4 59.77$ 5 59.00$ 10,227$ 122,720$ 5 61.07$ 10,585$ 127,026$ 5 62.91$ 10,904$ 130,853$ 1 42.81$ 1 44.31$ 1 45.64$ 2 45.06$ 2 46.64$ 2 48.04$ 3 47.43$ 3 49.09$ 3 50.56$ 4 49.92$ 4 51.67$ 4 53.22$ 5 52.54$ 9,107$ 109,283$ 5 54.38$ 9,426$ 113,110$ 5 56.02$ 9,710$ 116,522$ 1 34.93$ 1 36.16$ 1 37.24$ 2 36.76$ 2 38.06$ 2 39.20$ 3 38.69$ 3 40.06$ 3 41.26$ 4 40.72$ 4 42.16$ 4 43.43$ 5 42.86$ 7,429$ 89,149$ 5 44.37$ 7,691$ 92,290$ 5 45.71$ 7,923$ 95,077$ 3400 Non‐Exempt Business Analyst - S 212 Non‐Exempt Buyer 355 Non‐Exempt Bldg/Plg Technician 340 Non‐Exempt Business Analyst 370 Non‐Exempt Bldg Serviceperson 371 Non‐Exempt Bldg Serviceperson-L 208 Non‐Exempt CDBG Coordinator 408 Non‐Exempt Cement Finisher 464 Non‐Exempt Cathodic Protection Tech Assistant 536 Non‐Exempt Cathodic Tech Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 37.37$ 1 38.67$ 1 39.84$ 2 39.33$ 2 40.70$ 2 41.93$ 3 41.39$ 3 42.84$ 3 44.13$ 4 43.56$ 4 45.09$ 4 46.45$ 5 45.85$ 7,947$ 95,368$ 5 47.46$ 8,226$ 98,717$ 5 48.89$ 8,474$ 101,691$ 1 38.90$ 1 40.26$ 1 41.48$ 2 40.94$ 2 42.37$ 2 43.66$ 3 43.09$ 3 44.60$ 3 45.95$ 4 45.35$ 4 46.94$ 4 48.36$ 5 47.73$ 8,273$ 99,278$ 5 49.41$ 8,564$ 102,773$ 5 50.90$ 8,823$ 105,872$ 1 43.27$ 1 44.78$ 1 46.13$ 2 45.54$ 2 47.13$ 2 48.55$ 3 47.93$ 3 49.61$ 3 51.10$ 4 50.45$ 4 52.22$ 4 53.78$ 5 53.10$ 9,204$ 110,448$ 5 54.96$ 9,526$ 114,317$ 5 56.61$ 9,812$ 117,749$ 1 38.85$ 1 40.22$ 1 41.42$ 2 40.89$ 2 42.33$ 2 43.60$ 3 43.04$ 3 44.55$ 3 45.89$ 4 45.30$ 4 46.89$ 4 48.30$ 5 47.68$ 8,265$ 99,174$ 5 49.35$ 8,554$ 102,648$ 5 50.84$ 8,812$ 105,747$ 1 41.55$ 1 43.02$ 1 44.31$ 2 43.73$ 2 45.28$ 2 46.64$ 3 46.03$ 3 47.66$ 3 49.09$ 4 48.45$ 4 50.16$ 4 51.67$ 5 51.00$ 8,840$ 106,080$ 5 52.79$ 9,150$ 109,803$ 5 54.38$ 9,426$ 113,110$ 1 39.80$ 1 41.20$ 1 42.43$ 2 41.89$ 2 43.36$ 2 44.66$ 3 44.09$ 3 45.64$ 3 47.01$ 4 46.41$ 4 48.04$ 4 49.48$ 5 48.85$ 8,467$ 101,608$ 5 50.56$ 8,764$ 105,165$ 5 52.08$ 9,027$ 108,326$ 1 29.67$ 1 30.72$ 1 31.65$ 2 31.23$ 2 32.33$ 2 33.31$ 3 32.87$ 3 34.03$ 3 35.06$ 4 34.60$ 4 35.82$ 4 36.90$ 5 36.42$ 6,313$ 75,754$ 5 37.70$ 6,535$ 78,416$ 5 38.84$ 6,732$ 80,787$ 1 31.74$ 1 32.86$ 1 33.84$ 2 33.41$ 2 34.58$ 2 35.62$ 3 35.16$ 3 36.40$ 3 37.49$ 4 37.01$ 4 38.31$ 4 39.46$ 5 38.95$ 6,751$ 81,016$ 5 40.32$ 6,989$ 83,866$ 5 41.53$ 7,199$ 86,382$ 1 40.95$ 1 42.37$ 1 43.67$ 2 43.10$ 2 44.60$ 2 45.96$ 3 45.36$ 3 46.94$ 3 48.37$ 4 47.74$ 4 49.41$ 4 50.91$ 5 50.25$ 8,710$ 104,520$ 5 52.01$ 9,015$ 108,181$ 5 53.58$ 9,287$ 111,446$ 1 40.95$ 1 42.37$ 1 43.67$ 2 43.10$ 2 44.60$ 2 45.96$ 3 45.36$ 3 46.94$ 3 48.37$ 4 47.74$ 4 49.41$ 4 50.91$ 5 50.25$ 8,710$ 104,520$ 5 52.01$ 9,015$ 108,181$ 5 53.58$ 9,287$ 111,446$ 409 Non‐Exempt Cement Finisher Lead 502 Non‐Exempt Chemist 702 Non‐Exempt Community Serv Offcr 320 Non‐Exempt Community Service Officer - Lead 560 Non‐Exempt Code Enforcement Off - L 306 Non‐Exempt Comm Tech 239 Non‐Exempt Chf Inspec WGW 301 Non‐Exempt Code Enforcement Off 341 Non‐Exempt Coor Trans Sys Mgmt 3410 Non‐Exempt Coor Trans Sys Mgmt - S Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 37.16$ 1 38.45$ 1 39.61$ 2 39.11$ 2 40.47$ 2 41.69$ 3 41.16$ 3 42.60$ 3 43.88$ 4 43.32$ 4 44.84$ 4 46.18$ 5 45.59$ 7,902$ 94,827$ 5 47.19$ 8,180$ 98,155$ 5 48.61$ 8,426$ 101,109$ 1 38.91$ 1 40.27$ 1 41.49$ 2 40.95$ 2 42.38$ 2 43.67$ 3 43.10$ 3 44.61$ 3 45.96$ 4 45.36$ 4 46.95$ 4 48.37$ 5 47.74$ 8,275$ 99,299$ 5 49.42$ 8,566$ 102,794$ 5 50.91$ 8,824$ 105,893$ 1 33.42$ 1 34.59$ 1 35.64$ 2 35.17$ 2 36.41$ 2 37.51$ 3 37.02$ 3 38.32$ 3 39.48$ 4 38.96$ 4 40.33$ 4 41.55$ 5 41.01$ 7,108$ 85,301$ 5 42.45$ 7,358$ 88,296$ 5 43.73$ 7,580$ 90,958$ 1 42.02$ 1 43.50$ 1 44.80$ 2 44.23$ 2 45.78$ 2 47.15$ 3 46.55$ 3 48.18$ 3 49.63$ 4 48.99$ 4 50.71$ 4 52.24$ 5 51.56$ 8,937$ 107,245$ 5 53.37$ 9,251$ 111,010$ 5 54.98$ 9,530$ 114,358$ 1 42.02$ 1 43.50$ 1 44.80$ 2 44.23$ 2 45.78$ 2 47.15$ 3 46.55$ 3 48.18$ 3 49.63$ 4 48.99$ 4 50.71$ 4 52.24$ 5 51.56$ 8,937$ 107,245$ 5 53.37$ 9,251$ 111,010$ 5 54.98$ 9,530$ 114,358$ 1 37.35$ 1 38.65$ 1 39.82$ 2 39.31$ 2 40.68$ 2 41.91$ 3 41.37$ 3 42.82$ 3 44.11$ 4 43.54$ 4 45.07$ 4 46.43$ 5 45.83$ 7,944$ 95,326$ 5 47.44$ 8,223$ 98,675$ 5 48.87$ 8,471$ 101,650$ 1 38.62$ 1 39.97$ 1 41.18$ 2 40.65$ 2 42.07$ 2 43.34$ 3 42.78$ 3 44.28$ 3 45.62$ 4 45.03$ 4 46.61$ 4 48.02$ 5 47.40$ 8,216$ 98,592$ 5 49.06$ 8,504$ 102,045$ 5 50.54$ 8,760$ 105,123$ 1 38.62$ 1 39.97$ 1 41.18$ 2 40.65$ 2 42.07$ 2 43.34$ 3 42.78$ 3 44.28$ 3 45.62$ 4 45.03$ 4 46.61$ 4 48.02$ 5 47.40$ 8,216$ 98,592$ 5 49.06$ 8,504$ 102,045$ 5 50.54$ 8,760$ 105,123$ 1 33.58$ 1 34.75$ 1 35.79$ 2 35.34$ 2 36.57$ 2 37.67$ 3 37.19$ 3 38.49$ 3 39.65$ 4 39.14$ 4 40.51$ 4 41.73$ 5 41.19$ 7,140$ 85,675$ 5 42.64$ 7,391$ 88,691$ 5 43.92$ 7,613$ 91,354$ 1 28.54$ 1 29.55$ 1 30.44$ 2 30.04$ 2 31.10$ 2 32.04$ 3 31.62$ 3 32.73$ 3 33.72$ 4 33.28$ 4 34.45$ 4 35.49$ 5 35.03$ 6,072$ 72,862$ 5 36.26$ 6,285$ 75,421$ 5 37.35$ 6,474$ 77,688$ Non‐Exempt Coord Rec Prog 344 Non‐Exempt Coord Utility Proj 255 Non‐Exempt Coord Library Prog 342 Non‐Exempt Coord Pub Wks Proj 214 Non‐Exempt Crime Analyst 3440 Non‐Exempt Coord Utility Proj - S 415 Non‐Exempt Cust Srv Specialist-L 218 Non‐Exempt Cust Svc Represent 205 Non‐Exempt Court Liaison Officer 242 Non‐Exempt Coord Zero Waste 317 Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 31.39$ 1 32.49$ 1 33.46$ 2 33.04$ 2 34.20$ 2 35.22$ 3 34.77$ 3 35.99$ 3 37.07$ 4 36.60$ 4 37.88$ 4 39.02$ 5 38.52$ 6,677$ 80,122$ 5 39.87$ 6,911$ 82,930$ 5 41.07$ 7,119$ 85,426$ 1 34.21$ 1 35.40$ 1 36.48$ 2 36.01$ 2 37.26$ 2 38.39$ 3 37.90$ 3 39.22$ 3 40.41$ 4 39.89$ 4 41.28$ 4 42.53$ 5 41.98$ 7,277$ 87,318$ 5 43.45$ 7,531$ 90,376$ 5 44.76$ 7,758$ 93,101$ 1 31.07$ 1 32.16$ 1 33.13$ 2 32.70$ 2 33.85$ 2 34.87$ 3 34.42$ 3 35.63$ 3 36.70$ 4 36.23$ 4 37.50$ 4 38.63$ 5 38.13$ 6,609$ 79,310$ 5 39.47$ 6,841$ 82,098$ 5 40.66$ 7,048$ 84,573$ 1 35.31$ 1 36.53$ 1 37.64$ 2 37.16$ 2 38.45$ 2 39.62$ 3 39.11$ 3 40.47$ 3 41.70$ 4 41.16$ 4 42.60$ 4 43.89$ 5 43.32$ 7,509$ 90,106$ 5 44.84$ 7,772$ 93,267$ 5 46.19$ 8,006$ 96,075$ 1 38.94$ 1 40.30$ 1 41.52$ 2 40.98$ 2 42.42$ 2 43.70$ 3 43.13$ 3 44.65$ 3 45.99$ 4 45.40$ 4 46.99$ 4 48.41$ 5 47.78$ 8,282$ 99,382$ 5 49.46$ 8,573$ 102,877$ 5 50.95$ 8,831$ 105,976$ 1 33.39$ 1 34.55$ 1 35.59$ 2 35.14$ 2 36.36$ 2 37.46$ 3 36.98$ 3 38.27$ 3 39.43$ 4 38.92$ 4 40.28$ 4 41.50$ 5 40.96$ 7,100$ 85,197$ 5 42.40$ 7,349$ 88,192$ 5 43.68$ 7,571$ 90,854$ 1 42.04$ 1 43.51$ 1 44.83$ 2 44.25$ 2 45.80$ 2 47.18$ 3 46.57$ 3 48.21$ 3 49.66$ 4 49.02$ 4 50.74$ 4 52.27$ 5 51.60$ 8,944$ 107,328$ 5 53.41$ 9,258$ 111,093$ 5 55.02$ 9,537$ 114,442$ 1 58.47$ 1 60.51$ 1 62.32$ 2 61.54$ 2 63.69$ 2 65.60$ 3 64.77$ 3 67.04$ 3 69.05$ 4 68.17$ 4 70.56$ 4 72.68$ 5 71.75$ 12,437$ 149,240$ 5 74.27$ 12,873$ 154,482$ 5 76.50$ 13,260$ 159,120$ 1 58.47$ 1 60.51$ 1 62.32$ 2 61.54$ 2 63.69$ 2 65.60$ 3 64.77$ 3 67.04$ 3 69.05$ 4 68.17$ 4 70.56$ 4 72.68$ 5 71.75$ 12,437$ 149,240$ 5 74.27$ 12,873$ 154,482$ 5 76.50$ 13,260$ 159,120$ 1 44.96$ 1 46.55$ 1 47.94$ 2 47.32$ 2 48.99$ 2 50.46$ 3 49.81$ 3 51.56$ 3 53.11$ 4 52.43$ 4 54.27$ 4 55.90$ 5 55.18$ 9,565$ 114,774$ 5 57.12$ 9,901$ 118,810$ 5 58.84$ 10,199$ 122,387$ 516 Non‐Exempt Development Project Coordinator III 533 Non‐Exempt Elec Asst I 514 Non‐Exempt Development Project Coordinator I 515 Non‐Exempt Development Project Coordinator II 217 Non‐Exempt Cust Svc Spec 260 267 Non‐Exempt Elec Undgd Inspec Non‐Exempt Desktop Technician 345 3450 292 Non‐Exempt Non‐Exempt Non‐Exempt Electric Project Engineer Electric Project Engineer - S Electric Underground Inspector - Lead Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 42.97$ 1 44.48$ 1 45.81$ 2 45.23$ 2 46.82$ 2 48.22$ 3 47.61$ 3 49.28$ 3 50.75$ 4 50.11$ 4 51.87$ 4 53.42$ 5 52.74$ 9,142$ 109,699$ 5 54.59$ 9,462$ 113,547$ 5 56.23$ 9,747$ 116,958$ 1 41.11$ 1 42.55$ 1 43.84$ 2 43.27$ 2 44.78$ 2 46.14$ 3 45.54$ 3 47.13$ 3 48.56$ 4 47.93$ 4 49.61$ 4 51.11$ 5 50.45$ 8,745$ 104,936$ 5 52.22$ 9,051$ 108,618$ 5 53.79$ 9,324$ 111,883$ 1 38.92$ 1 40.28$ 1 41.50$ 2 40.96$ 2 42.39$ 2 43.68$ 3 43.11$ 3 44.62$ 3 45.97$ 4 45.37$ 4 46.96$ 4 48.38$ 5 47.75$ 8,277$ 99,320$ 5 49.43$ 8,568$ 102,814$ 5 50.92$ 8,826$ 105,914$ 1 44.02$ 1 45.57$ 1 46.93$ 2 46.33$ 2 47.96$ 2 49.40$ 3 48.76$ 3 50.48$ 3 51.99$ 4 51.32$ 4 53.13$ 4 54.72$ 5 54.02$ 9,363$ 112,362$ 5 55.92$ 9,693$ 116,314$ 5 57.60$ 9,984$ 119,808$ 1 30.87$ 1 31.95$ 1 32.92$ 2 32.49$ 2 33.63$ 2 34.65$ 3 34.20$ 3 35.40$ 3 36.47$ 4 36.00$ 4 37.26$ 4 38.38$ 5 37.89$ 6,568$ 78,811$ 5 39.22$ 6,798$ 81,578$ 5 40.40$ 7,003$ 84,032$ 1 29.98$ 1 31.03$ 1 31.95$ 2 31.55$ 2 32.66$ 2 33.63$ 3 33.21$ 3 34.37$ 3 35.40$ 4 34.95$ 4 36.17$ 4 37.26$ 5 36.78$ 6,375$ 76,502$ 5 38.07$ 6,599$ 79,186$ 5 39.22$ 6,798$ 81,578$ 1 51.63$ 1 53.43$ 1 55.05$ 2 54.34$ 2 56.24$ 2 57.94$ 3 57.19$ 3 59.20$ 3 60.98$ 4 60.20$ 4 62.31$ 4 64.18$ 5 63.36$ 10,982$ 131,789$ 5 65.58$ 11,367$ 136,406$ 5 67.55$ 11,709$ 140,504$ 1 32.43$ 1 33.58$ 1 34.58$ 2 34.13$ 2 35.34$ 2 36.39$ 3 35.92$ 3 37.19$ 3 38.30$ 4 37.81$ 4 39.14$ 4 40.31$ 5 39.79$ 6,897$ 82,763$ 5 41.19$ 7,140$ 85,675$ 5 42.43$ 7,355$ 88,254$ 1 36.21$ 1 37.48$ 1 38.61$ 2 38.11$ 2 39.45$ 2 40.64$ 3 40.11$ 3 41.52$ 3 42.77$ 4 42.22$ 4 43.70$ 4 45.02$ 5 44.44$ 7,703$ 92,435$ 5 46.00$ 7,973$ 95,680$ 5 47.38$ 8,213$ 98,550$ 1 42.58$ 1 44.08$ 1 45.41$ 2 44.82$ 2 46.39$ 2 47.79$ 3 47.17$ 3 48.83$ 3 50.30$ 4 49.65$ 4 51.39$ 4 52.94$ 5 52.26$ 9,058$ 108,701$ 5 54.09$ 9,376$ 112,507$ 5 55.72$ 9,658$ 115,898$ 332 323 319 257 527 530 529 535 399 311 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Electrical Equipment Tech Electrician Electrician-Appren Electrician-Lead Emergency Med Svs Data Specialist Eng Tech I Engineer Engr Tech II Engr Tech III Environmental Spec Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 26.03$ 1 26.94$ 1 27.76$ 2 27.40$ 2 28.35$ 2 29.22$ 3 28.84$ 3 29.84$ 3 30.75$ 4 30.35$ 4 31.41$ 4 32.36$ 5 31.94$ 5,536$ 66,435$ 5 33.06$ 5,730$ 68,765$ 5 34.06$ 5,904$ 70,845$ 1 32.14$ 1 33.27$ 1 34.29$ 2 33.83$ 2 35.02$ 2 36.09$ 3 35.61$ 3 36.86$ 3 37.98$ 4 37.48$ 4 38.80$ 4 39.97$ 5 39.45$ 6,838$ 82,056$ 5 40.84$ 7,079$ 84,947$ 5 42.07$ 7,292$ 87,506$ 1 34.39$ 1 35.60$ 1 36.67$ 2 36.20$ 2 37.47$ 2 38.60$ 3 38.10$ 3 39.44$ 3 40.63$ 4 40.10$ 4 41.51$ 4 42.76$ 5 42.21$ 7,316$ 87,797$ 5 43.69$ 7,573$ 90,875$ 5 45.01$ 7,802$ 93,621$ 1 27.92$ 1 28.88$ 1 29.77$ 2 29.38$ 2 30.40$ 2 31.33$ 3 30.92$ 3 32.00$ 3 32.97$ 4 32.54$ 4 33.68$ 4 34.70$ 5 34.25$ 5,937$ 71,240$ 5 35.45$ 6,145$ 73,736$ 5 36.52$ 6,330$ 75,962$ 1 26.79$ 1 27.74$ 1 28.58$ 2 28.20$ 2 29.20$ 2 30.08$ 3 29.68$ 3 30.73$ 3 31.66$ 4 31.24$ 4 32.34$ 4 33.32$ 5 32.88$ 5,699$ 68,390$ 5 34.04$ 5,900$ 70,803$ 5 35.07$ 6,079$ 72,946$ 1 34.93$ 1 36.16$ 1 37.24$ 2 36.76$ 2 38.06$ 2 39.20$ 3 38.69$ 3 40.06$ 3 41.26$ 4 40.72$ 4 42.16$ 4 43.43$ 5 42.86$ 7,429$ 89,149$ 5 44.37$ 7,691$ 92,290$ 5 45.71$ 7,923$ 95,077$ 1 34.07$ 1 35.27$ 1 36.33$ 2 35.86$ 2 37.12$ 2 38.24$ 3 37.74$ 3 39.07$ 3 40.25$ 4 39.72$ 4 41.12$ 4 42.36$ 5 41.81$ 7,247$ 86,965$ 5 43.28$ 7,502$ 90,022$ 5 44.58$ 7,727$ 92,726$ 1 45.12$ 1 46.70$ 1 48.09$ 2 47.49$ 2 49.15$ 2 50.62$ 3 49.98$ 3 51.73$ 3 53.28$ 4 52.61$ 4 54.45$ 4 56.08$ 5 55.37$ 9,597$ 115,170$ 5 57.31$ 9,934$ 119,205$ 5 59.03$ 10,232$ 122,782$ 1 34.93$ 1 36.16$ 1 37.24$ 2 36.76$ 2 38.06$ 2 39.20$ 3 38.69$ 3 40.06$ 3 41.26$ 4 40.72$ 4 42.16$ 4 43.43$ 5 42.86$ 7,429$ 89,149$ 5 44.37$ 7,691$ 92,290$ 5 45.71$ 7,923$ 95,077$ 1 36.31$ 1 37.58$ 1 38.72$ 2 38.22$ 2 39.55$ 2 40.75$ 3 40.23$ 3 41.63$ 3 42.89$ 4 42.34$ 4 43.82$ 4 45.14$ 5 44.56$ 7,724$ 92,685$ 5 46.12$ 7,994$ 95,930$ 5 47.51$ 8,235$ 98,821$ 211 396 397 250 203 374 375 373 377 376 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Equip Maint Serv Per Equip Operator Equip Operator - Lead Equip Parts Tech Facilities Asst Facilities Carpenter Facilities Elect Facilities Maint-L Facilities Painter Facilities Tech Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 32.57$ 1 33.71$ 1 34.72$ 2 34.28$ 2 35.48$ 2 36.54$ 3 36.08$ 3 37.34$ 3 38.46$ 4 37.97$ 4 39.30$ 4 40.48$ 5 39.96$ 6,926$ 83,117$ 5 41.36$ 7,169$ 86,029$ 5 42.61$ 7,386$ 88,629$ 1 33.25$ 1 34.40$ 1 35.44$ 2 34.99$ 2 36.21$ 2 37.30$ 3 36.83$ 3 38.11$ 3 39.26$ 4 38.76$ 4 40.11$ 4 41.32$ 5 40.79$ 7,070$ 84,843$ 5 42.22$ 7,318$ 87,818$ 5 43.49$ 7,538$ 90,459$ 1 37.05$ 1 38.37$ 1 39.52$ 2 39.00$ 2 40.38$ 2 41.60$ 3 41.05$ 3 42.50$ 3 43.78$ 4 43.21$ 4 44.73$ 4 46.08$ 5 45.48$ 7,883$ 94,598$ 5 47.08$ 8,161$ 97,926$ 5 48.50$ 8,407$ 100,880$ 1 38.93$ 1 40.28$ 1 41.51$ 2 40.97$ 2 42.40$ 2 43.69$ 3 43.12$ 3 44.63$ 3 45.98$ 4 45.38$ 4 46.97$ 4 48.39$ 5 47.76$ 8,278$ 99,341$ 5 49.44$ 8,570$ 102,835$ 5 50.93$ 8,828$ 105,934$ 1 38.93$ 1 40.28$ 1 41.51$ 2 40.97$ 2 42.40$ 2 43.69$ 3 43.12$ 3 44.63$ 3 45.98$ 4 45.38$ 4 46.97$ 4 48.39$ 5 47.76$ 8,278$ 99,341$ 5 49.44$ 8,570$ 102,835$ 5 50.93$ 8,828$ 105,934$ 1 40.87$ 1 42.31$ 1 43.57$ 2 43.02$ 2 44.53$ 2 45.86$ 3 45.28$ 3 46.87$ 3 48.27$ 4 47.66$ 4 49.33$ 4 50.81$ 5 50.16$ 8,694$ 104,333$ 5 51.92$ 8,999$ 107,994$ 5 53.48$ 9,270$ 111,238$ 1 47.90$ 1 49.59$ 1 51.09$ 2 50.42$ 2 52.19$ 2 53.77$ 3 53.07$ 3 54.93$ 3 56.59$ 4 55.86$ 4 57.82$ 4 59.56$ 5 58.80$ 10,192$ 122,304$ 5 60.86$ 10,549$ 126,589$ 5 62.69$ 10,866$ 130,395$ 1 38.47$ 1 39.83$ 1 41.03$ 2 40.49$ 2 41.92$ 2 43.18$ 3 42.62$ 3 44.12$ 3 45.45$ 4 44.86$ 4 46.44$ 4 47.84$ 5 47.22$ 8,185$ 98,218$ 5 48.88$ 8,473$ 101,670$ 5 50.35$ 8,727$ 104,728$ 1 41.16$ 1 42.59$ 1 43.87$ 2 43.32$ 2 44.83$ 2 46.17$ 3 45.59$ 3 47.18$ 3 48.60$ 4 47.98$ 4 49.66$ 4 51.15$ 5 50.50$ 8,753$ 105,040$ 5 52.27$ 9,060$ 108,722$ 5 53.84$ 9,332$ 111,987$ 1 39.92$ 1 41.33$ 1 42.56$ 2 42.02$ 2 43.50$ 2 44.80$ 3 44.23$ 3 45.78$ 3 47.15$ 4 46.55$ 4 48.18$ 4 49.63$ 5 48.99$ 8,492$ 101,899$ 5 50.71$ 8,790$ 105,477$ 5 52.24$ 9,055$ 108,659$ 417 416 398 390 391 571 462 383 419 418 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Assistant Gas and Water Measurement and Control Technician Gas and Water Measurement and Control Technician Geographic Inform Syst Specialist Heavy Equip Oper Heavy Equip Oper-L Electric Heavy Equip Oper Field Service Pers WGW Fleet Svcs Coord Assistant Gas Measurement and Control Technician Gas Measurement and Control Technician Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 38.73$ 1 40.09$ 1 41.29$ 2 40.76$ 2 42.19$ 2 43.46$ 3 42.90$ 3 44.41$ 3 45.74$ 4 45.15$ 4 46.74$ 4 48.14$ 5 47.52$ 8,237$ 98,842$ 5 49.19$ 8,526$ 102,315$ 5 50.67$ 8,783$ 105,394$ 1 40.35$ 1 41.77$ 1 43.02$ 2 42.47$ 2 43.96$ 2 45.28$ 3 44.70$ 3 46.27$ 3 47.66$ 4 47.05$ 4 48.70$ 4 50.16$ 5 49.52$ 8,583$ 103,002$ 5 51.26$ 8,885$ 106,621$ 5 52.80$ 9,152$ 109,824$ 1 35.78$ 1 37.04$ 1 38.15$ 2 37.66$ 2 38.98$ 2 40.15$ 3 39.64$ 3 41.03$ 3 42.26$ 4 41.72$ 4 43.18$ 4 44.48$ 5 43.91$ 7,611$ 91,333$ 5 45.45$ 7,878$ 94,536$ 5 46.82$ 8,115$ 97,386$ 1 40.20$ 1 41.61$ 1 42.86$ 2 42.31$ 2 43.79$ 2 45.11$ 3 44.53$ 3 46.09$ 3 47.48$ 4 46.87$ 4 48.51$ 4 49.97$ 5 49.33$ 8,551$ 102,606$ 5 51.06$ 8,850$ 106,205$ 5 52.60$ 9,117$ 109,408$ 1 32.30$ 1 33.44$ 1 34.45$ 2 34.00$ 2 35.19$ 2 36.26$ 3 35.78$ 3 37.04$ 3 38.16$ 4 37.66$ 4 38.98$ 4 40.16$ 5 39.64$ 6,871$ 82,451$ 5 41.03$ 7,112$ 85,342$ 5 42.27$ 7,327$ 87,922$ 1 39.07$ 1 40.44$ 1 41.65$ 2 41.12$ 2 42.56$ 2 43.84$ 3 43.28$ 3 44.79$ 3 46.14$ 4 45.55$ 4 47.14$ 4 48.56$ 5 47.94$ 8,310$ 99,715$ 5 49.62$ 8,601$ 103,210$ 5 51.11$ 8,859$ 106,309$ 1 38.77$ 1 40.13$ 1 41.34$ 2 40.81$ 2 42.24$ 2 43.51$ 3 42.95$ 3 44.46$ 3 45.79$ 4 45.21$ 4 46.79$ 4 48.20$ 5 47.58$ 8,247$ 98,966$ 5 49.25$ 8,537$ 102,440$ 5 50.73$ 8,793$ 105,518$ 1 29.89$ 1 30.95$ 1 31.88$ 2 31.46$ 2 32.57$ 2 33.55$ 3 33.11$ 3 34.28$ 3 35.31$ 4 34.85$ 4 36.08$ 4 37.16$ 5 36.68$ 6,358$ 76,294$ 5 37.97$ 6,581$ 78,978$ 5 39.11$ 6,779$ 81,349$ 1 34.80$ 1 36.02$ 1 37.10$ 2 36.63$ 2 37.91$ 2 39.05$ 3 38.55$ 3 39.90$ 3 41.10$ 4 40.57$ 4 41.99$ 4 43.26$ 5 42.70$ 7,401$ 88,816$ 5 44.20$ 7,661$ 91,936$ 5 45.53$ 7,892$ 94,702$ 1 39.48$ 1 40.86$ 1 42.09$ 2 41.55$ 2 43.01$ 2 44.30$ 3 43.73$ 3 45.27$ 3 46.63$ 4 46.03$ 4 47.65$ 4 49.08$ 5 48.45$ 8,398$ 100,776$ 5 50.15$ 8,693$ 104,312$ 5 51.66$ 8,954$ 107,453$ 572 389 508 258 365 227 308 293 503 413 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt WGW Heavy Equip Oper HEO/Installer Repairer Ind Waste Inspec Ind Waste Invtgtr Industrial Waste Technician Inspector, Field Svc Instrum Elec Educator Laboratory Tech Wqc Landfill Technician Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 30.00$ 1 31.05$ 1 31.98$ 2 31.57$ 2 32.68$ 2 33.66$ 3 33.23$ 3 34.39$ 3 35.43$ 4 34.97$ 4 36.20$ 4 37.29$ 5 36.81$ 6,380$ 76,565$ 5 38.10$ 6,604$ 79,248$ 5 39.25$ 6,803$ 81,640$ 1 26.96$ 1 27.91$ 1 28.74$ 2 28.37$ 2 29.37$ 2 30.25$ 3 29.86$ 3 30.91$ 3 31.84$ 4 31.43$ 4 32.53$ 4 33.51$ 5 33.08$ 5,734$ 68,806$ 5 34.24$ 5,935$ 71,219$ 5 35.27$ 6,113$ 73,362$ 1 25.50$ 1 26.41$ 1 27.20$ 2 26.84$ 2 27.79$ 2 28.63$ 3 28.25$ 3 29.25$ 3 30.13$ 4 29.73$ 4 30.78$ 4 31.71$ 5 31.29$ 5,424$ 65,083$ 5 32.39$ 5,614$ 67,371$ 5 33.37$ 5,784$ 69,410$ 1 57.84$ 1 59.86$ 1 61.67$ 2 60.88$ 2 63.01$ 2 64.91$ 3 64.08$ 3 66.32$ 3 68.32$ 4 67.45$ 4 69.81$ 4 71.91$ 5 70.99$ 12,305$ 147,659$ 5 73.48$ 12,737$ 152,838$ 5 75.69$ 13,120$ 157,435$ 1 61.91$ 1 64.06$ 1 65.99$ 2 65.16$ 2 67.43$ 2 69.46$ 3 68.58$ 3 70.97$ 3 73.11$ 4 72.18$ 4 74.70$ 4 76.95$ 5 75.97$ 13,168$ 158,018$ 5 78.63$ 13,629$ 163,550$ 5 80.99$ 14,038$ 168,459$ 1 55.09$ 1 57.03$ 1 58.73$ 2 57.98$ 2 60.03$ 2 61.82$ 3 61.03$ 3 63.18$ 3 65.07$ 4 64.24$ 4 66.50$ 4 68.49$ 5 67.62$ 11,721$ 140,650$ 5 69.99$ 12,132$ 145,579$ 5 72.09$ 12,496$ 149,947$ 1 58.91$ 1 60.99$ 1 62.82$ 2 62.01$ 2 64.19$ 2 66.12$ 3 65.27$ 3 67.56$ 3 69.59$ 4 68.70$ 4 71.11$ 4 73.25$ 5 72.31$ 12,534$ 150,405$ 5 74.85$ 12,974$ 155,688$ 5 77.10$ 13,364$ 160,368$ 1 49.69$ 1 51.44$ 1 52.98$ 2 52.30$ 2 54.14$ 2 55.76$ 3 55.05$ 3 56.98$ 3 58.69$ 4 57.94$ 4 59.97$ 4 61.77$ 5 60.98$ 10,570$ 126,838$ 5 63.12$ 10,941$ 131,290$ 5 65.02$ 11,270$ 135,242$ 1 22.57$ 1 23.36$ 1 24.06$ 2 23.75$ 2 24.58$ 2 25.32$ 3 25.00$ 3 25.87$ 3 26.65$ 4 26.31$ 4 27.23$ 4 28.05$ 5 27.69$ 4,800$ 57,595$ 5 28.66$ 4,968$ 59,613$ 5 29.52$ 5,117$ 61,402$ 1 39.14$ 1 40.51$ 1 41.73$ 2 41.19$ 2 42.64$ 2 43.92$ 3 43.35$ 3 44.88$ 3 46.23$ 4 45.63$ 4 47.24$ 4 48.66$ 5 48.03$ 8,325$ 99,902$ 5 49.72$ 8,618$ 103,418$ 5 51.22$ 8,878$ 106,538$ 252 253 541 542 531 532 528 213 291 254 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Library Associate Library Specialist Lineper/Cable Spl Lineper/Cable Spl-L Lineperson/Cable Spl-T Lineperson/Cable Spl-TL Lnper/Cbl Spl-Appren Mailing Svcs Spec Maintenance Mechanic-Welding Librarian Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 33.56$ 1 34.73$ 1 35.77$ 2 35.32$ 2 36.55$ 2 37.65$ 3 37.17$ 3 38.47$ 3 39.63$ 4 39.12$ 4 40.49$ 4 41.71$ 5 41.17$ 7,136$ 85,634$ 5 42.62$ 7,387$ 88,650$ 5 43.90$ 7,609$ 91,312$ 1 33.56$ 1 34.73$ 1 35.77$ 2 35.32$ 2 36.55$ 2 37.65$ 3 37.17$ 3 38.47$ 3 39.63$ 4 39.12$ 4 40.49$ 4 41.71$ 5 41.17$ 7,136$ 85,634$ 5 42.62$ 7,387$ 88,650$ 5 43.90$ 7,609$ 91,312$ 1 51.63$ 1 53.43$ 1 55.05$ 2 54.34$ 2 56.24$ 2 57.94$ 3 57.19$ 3 59.20$ 3 60.98$ 4 60.20$ 4 62.31$ 4 64.18$ 5 63.36$ 10,982$ 131,789$ 5 65.58$ 11,367$ 136,406$ 5 67.55$ 11,709$ 140,504$ 1 26.82$ 1 27.77$ 1 28.61$ 2 28.23$ 2 29.23$ 2 30.11$ 3 29.71$ 3 30.76$ 3 31.69$ 4 31.27$ 4 32.37$ 4 33.35$ 5 32.91$ 5,704$ 68,453$ 5 34.07$ 5,905$ 70,866$ 5 35.10$ 6,084$ 73,008$ 1 28.70$ 1 29.71$ 1 30.61$ 2 30.21$ 2 31.27$ 2 32.22$ 3 31.79$ 3 32.91$ 3 33.91$ 4 33.46$ 4 34.64$ 4 35.69$ 5 35.22$ 6,105$ 73,258$ 5 36.46$ 6,320$ 75,837$ 5 37.56$ 6,510$ 78,125$ 1 33.22$ 1 34.39$ 1 35.41$ 2 34.96$ 2 36.19$ 2 37.27$ 3 36.80$ 3 38.09$ 3 39.23$ 4 38.73$ 4 40.09$ 4 41.29$ 5 40.76$ 7,065$ 84,781$ 5 42.19$ 7,313$ 87,755$ 5 43.46$ 7,533$ 90,397$ 1 50.11$ 1 51.87$ 1 53.43$ 2 52.74$ 2 54.59$ 2 56.24$ 3 55.51$ 3 57.46$ 3 59.19$ 4 58.43$ 4 60.48$ 4 62.30$ 5 61.50$ 10,660$ 127,920$ 5 63.66$ 11,034$ 132,413$ 5 65.57$ 11,365$ 136,386$ 1 53.62$ 1 55.51$ 1 57.19$ 2 56.44$ 2 58.43$ 2 60.19$ 3 59.41$ 3 61.50$ 3 63.35$ 4 62.53$ 4 64.73$ 4 66.68$ 5 65.82$ 11,409$ 136,906$ 5 68.13$ 11,809$ 141,710$ 5 70.18$ 12,165$ 145,974$ 1 38.73$ 1 40.09$ 1 41.29$ 2 40.76$ 2 42.19$ 2 43.46$ 3 42.90$ 3 44.41$ 3 45.74$ 4 45.15$ 4 46.74$ 4 48.14$ 5 47.52$ 8,237$ 98,842$ 5 49.19$ 8,526$ 102,315$ 5 50.67$ 8,783$ 105,394$ 1 39.46$ 1 40.85$ 1 42.07$ 2 41.53$ 2 42.99$ 2 44.28$ 3 43.71$ 3 45.25$ 3 46.61$ 4 46.01$ 4 47.63$ 4 49.06$ 5 48.43$ 8,395$ 100,734$ 5 50.13$ 8,689$ 104,270$ 5 51.64$ 8,951$ 107,411$ 381 346 3460 216 241 240 369 552 553 384 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Motor Equip Mech-L Management Assistant Management Assistant - S Marketing Eng Meter Reader Meter Reader-Lead Meter Shop Lead Metering Technician Metering Technician – Lead Mobile Service Tech Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 34.17$ 1 35.36$ 1 36.44$ 2 35.96$ 2 37.22$ 2 38.35$ 3 37.85$ 3 39.17$ 3 40.36$ 4 39.84$ 4 41.23$ 4 42.48$ 5 41.93$ 7,268$ 87,214$ 5 43.40$ 7,523$ 90,272$ 5 44.71$ 7,750$ 92,997$ 1 36.88$ 1 38.19$ 1 39.33$ 2 38.82$ 2 40.19$ 2 41.40$ 3 40.86$ 3 42.30$ 3 43.57$ 4 43.01$ 4 44.52$ 4 45.86$ 5 45.27$ 7,847$ 94,162$ 5 46.86$ 8,122$ 97,469$ 5 48.27$ 8,367$ 100,402$ 1 25.59$ 1 26.49$ 1 27.28$ 2 26.93$ 2 27.88$ 2 28.71$ 3 28.34$ 3 29.34$ 3 30.22$ 4 29.83$ 4 30.88$ 4 31.81$ 5 31.40$ 5,443$ 65,312$ 5 32.50$ 5,633$ 67,600$ 5 33.48$ 5,803$ 69,638$ 1 60.76$ 1 62.89$ 1 64.78$ 2 63.95$ 2 66.19$ 2 68.18$ 3 67.31$ 3 69.67$ 3 71.76$ 4 70.85$ 4 73.33$ 4 75.53$ 5 74.57$ 12,925$ 155,106$ 5 77.18$ 13,378$ 160,534$ 5 79.50$ 13,780$ 165,360$ 1 32.93$ 1 34.10$ 1 35.13$ 2 34.66$ 2 35.89$ 2 36.97$ 3 36.48$ 3 37.77$ 3 38.91$ 4 38.40$ 4 39.75$ 4 40.95$ 5 40.42$ 7,006$ 84,074$ 5 41.84$ 7,252$ 87,027$ 5 43.10$ 7,471$ 89,648$ 1 28.42$ 1 29.43$ 1 30.32$ 2 29.91$ 2 30.97$ 2 31.91$ 3 31.48$ 3 32.59$ 3 33.58$ 4 33.13$ 4 34.30$ 4 35.34$ 5 34.87$ 6,044$ 72,530$ 5 36.10$ 6,257$ 75,088$ 5 37.19$ 6,446$ 77,355$ 1 32.26$ 1 33.40$ 1 34.39$ 2 33.95$ 2 35.15$ 2 36.19$ 3 35.73$ 3 36.99$ 3 38.09$ 4 37.61$ 4 38.93$ 4 40.09$ 5 39.58$ 6,861$ 82,326$ 5 40.97$ 7,101$ 85,218$ 5 42.20$ 7,315$ 87,776$ 1 50.27$ 1 52.03$ 1 53.60$ 2 52.91$ 2 54.76$ 2 56.42$ 3 55.69$ 3 57.64$ 3 59.38$ 4 58.62$ 4 60.67$ 4 62.50$ 5 61.70$ 10,695$ 128,336$ 5 63.86$ 11,069$ 132,829$ 5 65.78$ 11,402$ 136,822$ 1 30.92$ 1 32.00$ 1 32.96$ 2 32.54$ 2 33.68$ 2 34.69$ 3 34.25$ 3 35.45$ 3 36.51$ 4 36.05$ 4 37.31$ 4 38.43$ 5 37.94$ 6,576$ 78,915$ 5 39.27$ 6,807$ 81,682$ 5 40.45$ 7,011$ 84,136$ 1 34.30$ 1 35.51$ 1 36.56$ 2 36.10$ 2 37.37$ 2 38.48$ 3 37.99$ 3 39.33$ 3 40.50$ 4 39.98$ 4 41.39$ 4 42.63$ 5 42.08$ 7,294$ 87,526$ 5 43.56$ 7,550$ 90,605$ 5 44.87$ 7,777$ 93,330$ 286 287 230 543 452 451 281 570 460 348 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Motor Equipment Mechanic I Motor Equipment Mechanic II Offset Equip Op Overhead Underground Troubleman Park Maint - Lead Park Maint Person Park Ranger Parking Operations Lead Parks/Golf Crew-Lead Payroll Analyst Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 34.30$ 1 35.51$ 1 36.56$ 2 36.10$ 2 37.37$ 2 38.48$ 3 37.99$ 3 39.33$ 3 40.50$ 4 39.98$ 4 41.39$ 4 42.63$ 5 42.08$ 7,294$ 87,526$ 5 43.56$ 7,550$ 90,605$ 5 44.87$ 7,777$ 93,330$ 1 42.81$ 1 44.31$ 1 45.64$ 2 45.06$ 2 46.64$ 2 48.04$ 3 47.43$ 3 49.09$ 3 50.56$ 4 49.92$ 4 51.67$ 4 53.22$ 5 52.54$ 9,107$ 109,283$ 5 54.38$ 9,426$ 113,110$ 5 56.02$ 9,710$ 116,522$ 1 47.31$ 1 48.97$ 1 50.44$ 2 49.79$ 2 51.54$ 2 53.09$ 3 52.41$ 3 54.25$ 3 55.88$ 4 55.16$ 4 57.10$ 4 58.82$ 5 58.06$ 10,064$ 120,765$ 5 60.10$ 10,417$ 125,008$ 5 61.91$ 10,731$ 128,773$ 1 47.31$ 1 48.97$ 1 50.44$ 2 49.79$ 2 51.54$ 2 53.09$ 3 52.41$ 3 54.25$ 3 55.88$ 4 55.16$ 4 57.10$ 4 58.82$ 5 58.06$ 10,064$ 120,765$ 5 60.10$ 10,417$ 125,008$ 5 61.91$ 10,731$ 128,773$ 1 50.14$ 1 51.89$ 1 53.45$ 2 52.77$ 2 54.62$ 2 56.26$ 3 55.54$ 3 57.49$ 3 59.22$ 4 58.46$ 4 60.51$ 4 62.33$ 5 61.53$ 10,665$ 127,982$ 5 63.69$ 11,040$ 132,475$ 5 65.61$ 11,372$ 136,469$ 1 41.04$ 1 42.49$ 1 43.76$ 2 43.20$ 2 44.72$ 2 46.06$ 3 45.47$ 3 47.07$ 3 48.48$ 4 47.86$ 4 49.54$ 4 51.03$ 5 50.37$ 8,731$ 104,770$ 5 52.14$ 9,038$ 108,451$ 5 53.71$ 9,310$ 111,717$ 1 37.95$ 1 39.28$ 1 40.46$ 2 39.94$ 2 41.34$ 2 42.58$ 3 42.04$ 3 43.51$ 3 44.82$ 4 44.25$ 4 45.79$ 4 47.17$ 5 46.57$ 8,072$ 96,866$ 5 48.20$ 8,355$ 100,256$ 5 49.65$ 8,606$ 103,272$ 1 30.73$ 1 31.80$ 1 32.76$ 2 32.34$ 2 33.47$ 2 34.48$ 3 34.04$ 3 35.23$ 3 36.29$ 4 35.83$ 4 37.08$ 4 38.20$ 5 37.71$ 6,536$ 78,437$ 5 39.03$ 6,765$ 81,182$ 5 40.21$ 6,970$ 83,637$ 1 27.29$ 1 28.26$ 1 29.11$ 2 28.72$ 2 29.74$ 2 30.64$ 3 30.23$ 3 31.30$ 3 32.25$ 4 31.82$ 4 32.94$ 4 33.94$ 5 33.49$ 5,805$ 69,659$ 5 34.67$ 6,009$ 72,114$ 5 35.72$ 6,191$ 74,298$ 1 28.71$ 1 29.73$ 1 30.63$ 2 30.22$ 2 31.29$ 2 32.24$ 3 31.81$ 3 32.93$ 3 33.93$ 4 33.48$ 4 34.66$ 4 35.71$ 5 35.24$ 6,108$ 73,299$ 5 36.48$ 6,323$ 75,878$ 5 37.58$ 6,514$ 78,166$ 321 313 314 3480 352 347 3470 304 513 517 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Police Records Specialist - Lead Police Records Specialist I Police Records Specialist II Payroll Analyst - S Planner Planning Arborist Planning Arborist - S Plans Check Engr Plans Examiner Plant Mechanic Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 55.11$ 1 57.04$ 1 58.77$ 2 58.01$ 2 60.04$ 2 61.86$ 3 61.06$ 3 63.20$ 3 65.11$ 4 64.27$ 4 66.52$ 4 68.53$ 5 67.65$ 11,726$ 140,712$ 5 70.02$ 12,137$ 145,642$ 5 72.13$ 12,503$ 150,030$ 1 36.24$ 1 37.51$ 1 38.63$ 2 38.14$ 2 39.48$ 2 40.66$ 3 40.14$ 3 41.55$ 3 42.80$ 4 42.25$ 4 43.73$ 4 45.05$ 5 44.47$ 7,708$ 92,498$ 5 46.03$ 7,979$ 95,742$ 5 47.42$ 8,219$ 98,634$ 1 46.11$ 1 47.72$ 1 49.16$ 2 48.53$ 2 50.23$ 2 51.74$ 3 51.08$ 3 52.87$ 3 54.46$ 4 53.76$ 4 55.65$ 4 57.32$ 5 56.58$ 9,807$ 117,686$ 5 58.57$ 10,152$ 121,826$ 5 60.33$ 10,457$ 125,486$ 1 27.56$ 1 28.52$ 1 29.40$ 2 29.01$ 2 30.02$ 2 30.94$ 3 30.53$ 3 31.60$ 3 32.56$ 4 32.13$ 4 33.26$ 4 34.27$ 5 33.82$ 5,862$ 70,346$ 5 35.01$ 6,068$ 72,821$ 5 36.07$ 6,252$ 75,026$ 1 29.24$ 1 30.26$ 1 31.17$ 2 30.77$ 2 31.85$ 2 32.81$ 3 32.38$ 3 33.52$ 3 34.53$ 4 34.08$ 4 35.28$ 4 36.34$ 5 35.87$ 6,217$ 74,610$ 5 37.13$ 6,436$ 77,230$ 5 38.25$ 6,630$ 79,560$ 1 31.41$ 1 32.51$ 1 33.49$ 2 33.06$ 2 34.22$ 2 35.25$ 3 34.80$ 3 36.02$ 3 37.10$ 4 36.63$ 4 37.91$ 4 39.05$ 5 38.55$ 6,682$ 80,184$ 5 39.90$ 6,916$ 82,992$ 5 41.10$ 7,124$ 85,488$ 1 31.28$ 1 32.38$ 1 33.36$ 2 32.92$ 2 34.08$ 2 35.11$ 3 34.65$ 3 35.87$ 3 36.95$ 4 36.47$ 4 37.75$ 4 38.89$ 5 38.38$ 6,653$ 79,830$ 5 39.73$ 6,887$ 82,638$ 5 40.93$ 7,095$ 85,134$ 1 55.57$ 1 57.51$ 1 59.23$ 2 58.49$ 2 60.53$ 2 62.34$ 3 61.56$ 3 63.71$ 3 65.62$ 4 64.79$ 4 67.06$ 4 69.07$ 5 68.19$ 11,820$ 141,835$ 5 70.58$ 12,234$ 146,806$ 5 72.70$ 12,601$ 151,216$ 1 55.57$ 1 57.51$ 1 59.23$ 2 58.49$ 2 60.53$ 2 62.34$ 3 61.56$ 3 63.71$ 3 65.62$ 4 64.79$ 4 67.06$ 4 69.07$ 5 68.19$ 11,820$ 141,835$ 5 70.58$ 12,234$ 146,806$ 5 72.70$ 12,601$ 151,216$ 1 29.70$ 1 30.75$ 1 31.68$ 2 31.26$ 2 32.36$ 2 33.34$ 3 32.90$ 3 34.06$ 3 35.09$ 4 34.63$ 4 35.85$ 4 36.93$ 5 36.45$ 6,318$ 75,816$ 5 37.73$ 6,540$ 78,478$ 5 38.87$ 6,737$ 80,850$ 246 270 232 265 302 303 368 349 3490 209 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Power Engr Prod Arts/Sci Prog Prog-Analyst Program Assistant Program Assistant I Program Assistant II Program Coordinator Project Engineer Project Engineer - S Property Evid Tech Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 52.74$ 1 54.58$ 1 56.23$ 2 55.51$ 2 57.45$ 2 59.18$ 3 58.43$ 3 60.47$ 3 62.29$ 4 61.50$ 4 63.65$ 4 65.56$ 5 64.73$ 11,220$ 134,638$ 5 67.00$ 11,613$ 139,360$ 5 69.01$ 11,962$ 143,541$ 1 41.44$ 1 42.90$ 1 44.19$ 2 43.62$ 2 45.16$ 2 46.52$ 3 45.92$ 3 47.54$ 3 48.97$ 4 48.34$ 4 50.04$ 4 51.55$ 5 50.88$ 8,819$ 105,830$ 5 52.67$ 9,129$ 109,554$ 5 54.26$ 9,405$ 112,861$ 1 56.04$ 1 57.99$ 1 59.74$ 2 58.98$ 2 61.04$ 2 62.88$ 3 62.08$ 3 64.25$ 3 66.18$ 4 65.34$ 4 67.63$ 4 69.66$ 5 68.77$ 11,920$ 143,042$ 5 71.18$ 12,338$ 148,054$ 5 73.32$ 12,709$ 152,506$ 1 38.19$ 1 39.53$ 1 40.72$ 2 40.19$ 2 41.61$ 2 42.86$ 3 42.30$ 3 43.79$ 3 45.11$ 4 44.52$ 4 46.09$ 4 47.48$ 5 46.86$ 8,122$ 97,469$ 5 48.51$ 8,408$ 100,901$ 5 49.97$ 8,661$ 103,938$ 1 28.88$ 1 29.91$ 1 30.81$ 2 30.40$ 2 31.48$ 2 32.43$ 3 32.00$ 3 33.13$ 3 34.13$ 4 33.68$ 4 34.87$ 4 35.92$ 5 35.45$ 6,145$ 73,736$ 5 36.70$ 6,361$ 76,336$ 5 37.81$ 6,554$ 78,645$ 1 40.28$ 1 41.70$ 1 42.95$ 2 42.39$ 2 43.89$ 2 45.21$ 3 44.62$ 3 46.19$ 3 47.58$ 4 46.96$ 4 48.62$ 4 50.08$ 5 49.43$ 8,568$ 102,814$ 5 51.17$ 8,869$ 106,434$ 5 52.71$ 9,136$ 109,637$ 1 40.28$ 1 41.70$ 1 42.95$ 2 42.39$ 2 43.89$ 2 45.21$ 3 44.62$ 3 46.19$ 3 47.58$ 4 46.96$ 4 48.62$ 4 50.08$ 5 49.43$ 8,568$ 102,814$ 5 51.17$ 8,869$ 106,434$ 5 52.71$ 9,136$ 109,637$ 1 43.21$ 1 44.73$ 1 46.07$ 2 45.48$ 2 47.08$ 2 48.49$ 3 47.87$ 3 49.55$ 3 51.04$ 4 50.38$ 4 52.15$ 4 53.72$ 5 53.03$ 9,192$ 110,302$ 5 54.89$ 9,514$ 114,171$ 5 56.54$ 9,800$ 117,603$ 1 45.98$ 1 47.59$ 1 49.03$ 2 48.39$ 2 50.09$ 2 51.61$ 3 50.93$ 3 52.72$ 3 54.32$ 4 53.61$ 4 55.49$ 4 57.17$ 5 56.43$ 9,781$ 117,374$ 5 58.41$ 10,124$ 121,493$ 5 60.17$ 10,429$ 125,154$ 1 42.35$ 1 43.83$ 1 45.13$ 2 44.57$ 2 46.13$ 2 47.50$ 3 46.91$ 3 48.55$ 3 50.00$ 4 49.37$ 4 51.10$ 4 52.63$ 5 51.96$ 9,006$ 108,077$ 5 53.78$ 9,322$ 111,862$ 5 55.40$ 9,603$ 115,232$ 360 3600 224 544 512 262 366 554 385 461 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Sr Buyer Sr Buyer - S Sr Chemist Sr Industrial Waste Investigator Sr Instrum Elect Resource Planner Restoration Lead SCADA Technologist Senior Fleet Services Coordinator Sprinkler Sys Repr Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 34.06$ 1 35.26$ 1 36.32$ 2 35.85$ 2 37.11$ 2 38.23$ 3 37.73$ 3 39.06$ 3 40.24$ 4 39.71$ 4 41.11$ 4 42.35$ 5 41.80$ 7,245$ 86,944$ 5 43.27$ 7,500$ 90,002$ 5 44.57$ 7,725$ 92,706$ 1 41.63$ 1 43.09$ 1 44.39$ 2 43.82$ 2 45.35$ 2 46.72$ 3 46.12$ 3 47.73$ 3 49.17$ 4 48.54$ 4 50.24$ 4 51.75$ 5 51.09$ 8,856$ 106,267$ 5 52.88$ 9,166$ 109,990$ 5 54.47$ 9,441$ 113,298$ 1 48.39$ 1 50.09$ 1 51.61$ 2 50.93$ 2 52.72$ 2 54.32$ 3 53.61$ 3 55.49$ 3 57.17$ 4 56.43$ 4 58.41$ 4 60.17$ 5 59.40$ 10,296$ 123,552$ 5 61.48$ 10,657$ 127,878$ 5 63.33$ 10,977$ 131,726$ 1 48.39$ 1 50.09$ 1 51.61$ 2 50.93$ 2 52.72$ 2 54.32$ 3 53.61$ 3 55.49$ 3 57.17$ 4 56.43$ 4 58.41$ 4 60.17$ 5 59.40$ 10,296$ 123,552$ 5 61.48$ 10,657$ 127,878$ 5 63.33$ 10,977$ 131,726$ 1 43.30$ 1 44.81$ 1 46.15$ 2 45.57$ 2 47.16$ 2 48.57$ 3 47.96$ 3 49.64$ 3 51.12$ 4 50.48$ 4 52.25$ 4 53.81$ 5 53.13$ 9,209$ 110,510$ 5 54.99$ 9,532$ 114,379$ 5 56.64$ 9,818$ 117,811$ 1 49.46$ 1 51.19$ 1 52.73$ 2 52.06$ 2 53.88$ 2 55.50$ 3 54.79$ 3 56.71$ 3 58.42$ 4 57.67$ 4 59.69$ 4 61.49$ 5 60.70$ 10,521$ 126,256$ 5 62.83$ 10,891$ 130,686$ 5 64.72$ 11,218$ 134,618$ 1 35.68$ 1 36.93$ 1 38.04$ 2 37.55$ 2 38.87$ 2 40.04$ 3 39.52$ 3 40.91$ 3 42.14$ 4 41.60$ 4 43.06$ 4 44.35$ 5 43.78$ 7,589$ 91,062$ 5 45.32$ 7,855$ 94,266$ 5 46.68$ 8,091$ 97,094$ 1 42.57$ 1 44.07$ 1 45.40$ 2 44.81$ 2 46.38$ 2 47.78$ 3 47.16$ 3 48.82$ 3 50.29$ 4 49.64$ 4 51.38$ 4 52.93$ 5 52.25$ 9,057$ 108,680$ 5 54.08$ 9,374$ 112,486$ 5 55.71$ 9,656$ 115,877$ 1 41.26$ 1 42.71$ 1 44.00$ 2 43.43$ 2 44.95$ 2 46.31$ 3 45.71$ 3 47.31$ 3 48.74$ 4 48.11$ 4 49.80$ 4 51.30$ 5 50.64$ 8,778$ 105,331$ 5 52.42$ 9,086$ 109,034$ 5 54.00$ 9,360$ 112,320$ 1 26.97$ 1 27.92$ 1 28.75$ 2 28.38$ 2 29.38$ 2 30.26$ 3 29.87$ 3 30.92$ 3 31.85$ 4 31.44$ 4 32.54$ 4 33.52$ 5 33.09$ 5,736$ 68,827$ 5 34.25$ 5,937$ 71,240$ 5 35.28$ 6,115$ 73,382$ 251 504 361 3610 506 318 280 261 501 405 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Sr Librarian Sr. Mech Sr Mkt Analyst Sr Mkt Analyst - S Sr Operator Wqc Sr Planner Sr Ranger Sr Util Field Svc Rep Sr Water Sys Oper St Maint Asst Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 32.10$ 1 33.22$ 1 34.22$ 2 33.78$ 2 34.96$ 2 36.02$ 3 35.55$ 3 36.80$ 3 37.91$ 4 37.42$ 4 38.73$ 4 39.90$ 5 39.38$ 6,826$ 81,910$ 5 40.76$ 7,065$ 84,781$ 5 41.99$ 7,278$ 87,339$ 1 29.21$ 1 30.23$ 1 31.15$ 2 30.74$ 2 31.82$ 2 32.78$ 3 32.35$ 3 33.49$ 3 34.50$ 4 34.05$ 4 35.25$ 4 36.31$ 5 35.84$ 6,212$ 74,547$ 5 37.10$ 6,431$ 77,168$ 5 38.22$ 6,625$ 79,498$ 1 31.26$ 1 32.36$ 1 33.34$ 2 32.90$ 2 34.06$ 2 35.09$ 3 34.63$ 3 35.85$ 3 36.93$ 4 36.45$ 4 37.73$ 4 38.87$ 5 38.36$ 6,649$ 79,789$ 5 39.71$ 6,883$ 82,597$ 5 40.91$ 7,091$ 85,093$ 1 45.36$ 1 46.94$ 1 48.37$ 2 47.74$ 2 49.41$ 2 50.91$ 3 50.25$ 3 52.01$ 3 53.58$ 4 52.89$ 4 54.74$ 4 56.39$ 5 55.67$ 9,649$ 115,794$ 5 57.62$ 9,987$ 119,850$ 5 59.35$ 10,287$ 123,448$ 1 51.29$ 1 53.09$ 1 54.70$ 2 53.98$ 2 55.88$ 2 57.57$ 3 56.82$ 3 58.82$ 3 60.59$ 4 59.81$ 4 61.91$ 4 63.77$ 5 62.95$ 10,911$ 130,936$ 5 65.16$ 11,294$ 135,533$ 5 67.12$ 11,634$ 139,610$ 1 47.92$ 1 49.60$ 1 51.10$ 2 50.44$ 2 52.21$ 2 53.78$ 3 53.09$ 3 54.95$ 3 56.61$ 4 55.88$ 4 57.84$ 4 59.58$ 5 58.82$ 10,195$ 122,346$ 5 60.88$ 10,553$ 126,630$ 5 62.71$ 10,870$ 130,437$ 1 52.30$ 1 54.13$ 1 55.75$ 2 55.05$ 2 56.97$ 2 58.68$ 3 57.94$ 3 59.96$ 3 61.76$ 4 60.98$ 4 63.11$ 4 65.01$ 5 64.18$ 11,125$ 133,494$ 5 66.43$ 11,515$ 138,174$ 5 68.43$ 11,861$ 142,334$ 1 49.50$ 1 51.24$ 1 52.78$ 2 52.10$ 2 53.93$ 2 55.55$ 3 54.84$ 3 56.76$ 3 58.47$ 4 57.72$ 4 59.74$ 4 61.54$ 5 60.75$ 10,530$ 126,360$ 5 62.88$ 10,899$ 130,790$ 5 64.77$ 11,227$ 134,722$ 1 55.95$ 1 57.92$ 1 59.66$ 2 58.89$ 2 60.96$ 2 62.79$ 3 61.98$ 3 64.16$ 3 66.09$ 4 65.24$ 4 67.53$ 4 69.56$ 5 68.67$ 11,903$ 142,834$ 5 71.08$ 12,321$ 147,846$ 5 73.22$ 12,691$ 152,298$ 1 36.34$ 1 37.62$ 1 38.76$ 2 38.25$ 2 39.59$ 2 40.79$ 3 40.26$ 3 41.67$ 3 42.93$ 4 42.37$ 4 43.86$ 4 45.18$ 5 44.59$ 7,729$ 92,747$ 5 46.16$ 8,001$ 96,013$ 5 47.55$ 8,242$ 98,904$ 545 547 546 549 548 550 326 392 248 288 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Street Light, Traffic Signal and Fiber – Apprentice Street Light, Traffic Signal and Fiber – Lead Street Light, Traffic Signal and Fiber Technician Substation Electrician Substation Electrician - Apprentice Substation Electrician - Lead Surveying Asst St Sweeper Op Storekeeper Storekeeper-L Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 39.53$ 1 40.92$ 1 42.16$ 2 41.61$ 2 43.07$ 2 44.37$ 3 43.80$ 3 45.33$ 3 46.70$ 4 46.10$ 4 47.71$ 4 49.15$ 5 48.52$ 8,410$ 100,922$ 5 50.22$ 8,705$ 104,458$ 5 51.73$ 8,967$ 107,598$ 1 57.06$ 1 59.07$ 1 60.84$ 2 60.06$ 2 62.17$ 2 64.04$ 3 63.22$ 3 65.44$ 3 67.41$ 4 66.54$ 4 68.88$ 4 70.95$ 5 70.04$ 12,140$ 145,683$ 5 72.50$ 12,567$ 150,800$ 5 74.68$ 12,945$ 155,334$ 1 57.06$ 1 59.07$ 1 60.84$ 2 60.06$ 2 62.17$ 2 64.04$ 3 63.22$ 3 65.44$ 3 67.41$ 4 66.54$ 4 68.88$ 4 70.95$ 5 70.04$ 12,140$ 145,683$ 5 72.50$ 12,567$ 150,800$ 5 74.68$ 12,945$ 155,334$ 1 38.76$ 1 40.10$ 1 41.32$ 2 40.79$ 2 42.21$ 2 43.49$ 3 42.93$ 3 44.43$ 3 45.77$ 4 45.18$ 4 46.76$ 4 48.17$ 5 47.55$ 8,242$ 98,904$ 5 49.22$ 8,531$ 102,378$ 5 50.70$ 8,788$ 105,456$ 1 31.56$ 1 32.67$ 1 33.64$ 2 33.22$ 2 34.38$ 2 35.41$ 3 34.96$ 3 36.18$ 3 37.27$ 4 36.79$ 4 38.08$ 4 39.23$ 5 38.72$ 6,711$ 80,538$ 5 40.08$ 6,947$ 83,366$ 5 41.29$ 7,157$ 85,883$ 1 29.23$ 1 30.25$ 1 31.16$ 2 30.76$ 2 31.84$ 2 32.80$ 3 32.37$ 3 33.51$ 3 34.52$ 4 34.07$ 4 35.27$ 4 36.33$ 5 35.86$ 6,216$ 74,589$ 5 37.12$ 6,434$ 77,210$ 5 38.24$ 6,628$ 79,539$ 1 33.77$ 1 34.96$ 1 36.02$ 2 35.54$ 2 36.80$ 2 37.91$ 3 37.41$ 3 38.73$ 3 39.90$ 4 39.37$ 4 40.76$ 4 41.99$ 5 41.44$ 7,183$ 86,195$ 5 42.90$ 7,436$ 89,232$ 5 44.19$ 7,660$ 91,915$ 1 58.47$ 1 60.51$ 1 62.32$ 2 61.54$ 2 63.69$ 2 65.60$ 3 64.77$ 3 67.04$ 3 69.05$ 4 68.17$ 4 70.56$ 4 72.68$ 5 71.75$ 12,437$ 149,240$ 5 74.27$ 12,873$ 154,482$ 5 76.50$ 13,260$ 159,120$ 1 27.76$ 1 28.73$ 1 29.61$ 2 29.22$ 2 30.24$ 2 31.16$ 3 30.75$ 3 31.83$ 3 32.79$ 4 32.36$ 4 33.50$ 4 34.51$ 5 34.06$ 5,904$ 70,845$ 5 35.26$ 6,112$ 73,341$ 5 36.32$ 6,295$ 75,546$ 1 32.39$ 1 33.53$ 1 34.54$ 2 34.09$ 2 35.29$ 2 36.35$ 3 35.88$ 3 37.14$ 3 38.26$ 4 37.76$ 4 39.09$ 4 40.27$ 5 39.74$ 6,888$ 82,659$ 5 41.14$ 7,131$ 85,571$ 5 42.38$ 7,346$ 88,150$ 407 575 435 434 325 362 3620 229 406 412 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Traf Cont Maint-L Traffic Engineering Lead Tree Maint Asst Tree Maintenance Specialist Surveyor, Public Wks Technologist Technologist - S Theater Specialist Traf Cont Maint I Traf Cont Maint Ii Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 31.90$ 1 33.01$ 1 34.00$ 2 33.57$ 2 34.74$ 2 35.78$ 3 35.33$ 3 36.56$ 3 37.66$ 4 37.18$ 4 38.48$ 4 39.64$ 5 39.13$ 6,783$ 81,390$ 5 40.50$ 7,020$ 84,240$ 5 41.72$ 7,231$ 86,778$ 1 34.11$ 1 35.31$ 1 36.36$ 2 35.90$ 2 37.16$ 2 38.27$ 3 37.78$ 3 39.11$ 3 40.28$ 4 39.76$ 4 41.16$ 4 42.39$ 5 41.85$ 7,254$ 87,048$ 5 43.32$ 7,509$ 90,106$ 5 44.62$ 7,734$ 92,810$ 1 30.04$ 1 31.11$ 1 32.05$ 2 31.62$ 2 32.74$ 2 33.73$ 3 33.28$ 3 34.46$ 3 35.50$ 4 35.03$ 4 36.27$ 4 37.36$ 5 36.87$ 6,391$ 76,690$ 5 38.17$ 6,616$ 79,394$ 5 39.32$ 6,815$ 81,786$ 1 31.07$ 1 32.16$ 1 33.13$ 2 32.70$ 2 33.85$ 2 34.87$ 3 34.42$ 3 35.63$ 3 36.70$ 4 36.23$ 4 37.50$ 4 38.63$ 5 38.13$ 6,609$ 79,310$ 5 39.47$ 6,841$ 82,098$ 5 40.66$ 7,048$ 84,573$ 1 57.84$ 1 59.86$ 1 61.67$ 2 60.88$ 2 63.01$ 2 64.91$ 3 64.08$ 3 66.32$ 3 68.32$ 4 67.45$ 4 69.81$ 4 71.91$ 5 70.99$ 12,305$ 147,659$ 5 73.48$ 12,737$ 152,838$ 5 75.69$ 13,120$ 157,435$ 1 61.91$ 1 64.06$ 1 65.99$ 2 65.16$ 2 67.43$ 2 69.46$ 3 68.58$ 3 70.97$ 3 73.11$ 4 72.18$ 4 74.70$ 4 76.95$ 5 75.97$ 13,168$ 158,018$ 5 78.63$ 13,629$ 163,550$ 5 80.99$ 14,038$ 168,459$ 1 37.01$ 1 38.30$ 1 39.46$ 2 38.95$ 2 40.31$ 2 41.53$ 3 41.00$ 3 42.43$ 3 43.71$ 4 43.15$ 4 44.66$ 4 46.01$ 5 45.42$ 7,873$ 94,474$ 5 47.01$ 8,148$ 97,781$ 5 48.43$ 8,395$ 100,734$ 1 48.54$ 1 50.24$ 1 51.75$ 2 51.09$ 2 52.88$ 2 54.47$ 3 53.77$ 3 55.66$ 3 57.33$ 4 56.60$ 4 58.58$ 4 60.34$ 5 59.57$ 10,325$ 123,906$ 5 61.66$ 10,688$ 128,253$ 5 63.51$ 11,008$ 132,101$ 1 39.81$ 1 41.22$ 1 42.45$ 2 41.90$ 2 43.38$ 2 44.68$ 3 44.10$ 3 45.66$ 3 47.03$ 4 46.42$ 4 48.06$ 4 49.50$ 5 48.86$ 8,469$ 101,629$ 5 50.58$ 8,767$ 105,206$ 5 52.10$ 9,031$ 108,368$ 1 38.82$ 1 40.19$ 1 41.39$ 2 40.86$ 2 42.30$ 2 43.56$ 3 43.01$ 3 44.52$ 3 45.85$ 4 45.27$ 4 46.86$ 4 48.26$ 5 47.65$ 8,259$ 99,112$ 5 49.32$ 8,549$ 102,586$ 5 50.80$ 8,805$ 105,664$ 430 431 432 223 272 273 219 310 486 480 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Tree Trim/Ln Clr Tree Trim/Ln Clr-L Tree Trm/Ln Clr Asst Util Acctg Tech Util Comp Tech Util Comp Tech-L Util Credit/Col Spec Util Engr Estimator Util Fld Svcs Rep Util Install/Rep Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 32.92$ 1 34.08$ 1 35.11$ 2 34.65$ 2 35.87$ 2 36.95$ 3 36.47$ 3 37.75$ 3 38.89$ 4 38.38$ 4 39.73$ 4 40.93$ 5 40.40$ 7,003$ 84,032$ 5 41.82$ 7,249$ 86,986$ 5 43.08$ 7,467$ 89,606$ 1 42.37$ 1 43.85$ 1 45.16$ 2 44.59$ 2 46.15$ 2 47.53$ 3 46.93$ 3 48.57$ 3 50.03$ 4 49.40$ 4 51.12$ 4 52.66$ 5 51.99$ 9,012$ 108,139$ 5 53.81$ 9,327$ 111,925$ 5 55.43$ 9,608$ 115,294$ 1 44.11$ 1 45.66$ 1 47.04$ 2 46.43$ 2 48.06$ 2 49.51$ 3 48.87$ 3 50.58$ 3 52.11$ 4 51.44$ 4 53.24$ 4 54.85$ 5 54.14$ 9,384$ 112,611$ 5 56.04$ 9,714$ 116,563$ 5 57.73$ 10,007$ 120,078$ 1 44.11$ 1 45.66$ 1 47.04$ 2 46.43$ 2 48.06$ 2 49.51$ 3 48.87$ 3 50.58$ 3 52.11$ 4 51.44$ 4 53.24$ 4 54.85$ 5 54.14$ 9,384$ 112,611$ 5 56.04$ 9,714$ 116,563$ 5 57.73$ 10,007$ 120,078$ 1 38.38$ 1 39.71$ 1 40.91$ 2 40.39$ 2 41.80$ 2 43.06$ 3 42.51$ 3 44.00$ 3 45.32$ 4 44.74$ 4 46.31$ 4 47.70$ 5 47.09$ 8,162$ 97,947$ 5 48.74$ 8,448$ 101,379$ 5 50.21$ 8,703$ 104,437$ 1 41.90$ 1 43.38$ 1 44.68$ 2 44.10$ 2 45.66$ 2 47.03$ 3 46.42$ 3 48.06$ 3 49.50$ 4 48.86$ 4 50.58$ 4 52.10$ 5 51.43$ 8,915$ 106,974$ 5 53.24$ 9,228$ 110,739$ 5 54.84$ 9,506$ 114,067$ 1 41.11$ 1 42.55$ 1 43.84$ 2 43.27$ 2 44.78$ 2 46.14$ 3 45.54$ 3 47.13$ 3 48.56$ 4 47.93$ 4 49.61$ 4 51.11$ 5 50.45$ 8,745$ 104,936$ 5 52.22$ 9,051$ 108,618$ 5 53.79$ 9,324$ 111,883$ 1 64.77$ 1 67.04$ 1 69.05$ 2 68.17$ 2 70.56$ 2 72.68$ 3 71.75$ 3 74.27$ 3 76.50$ 4 75.52$ 4 78.17$ 4 80.52$ 5 79.49$ 13,778$ 165,339$ 5 82.28$ 14,262$ 171,142$ 5 84.75$ 14,690$ 176,280$ 1 61.53$ 1 63.68$ 1 65.59$ 2 64.76$ 2 67.03$ 2 69.04$ 3 68.16$ 3 70.55$ 3 72.67$ 4 71.74$ 4 74.26$ 4 76.49$ 5 75.51$ 13,088$ 157,061$ 5 78.16$ 13,548$ 162,573$ 5 80.51$ 13,955$ 167,461$ 1 51.93$ 1 53.76$ 1 55.37$ 2 54.66$ 2 56.58$ 2 58.28$ 3 57.53$ 3 59.55$ 3 61.34$ 4 60.55$ 4 62.68$ 4 64.56$ 5 63.73$ 11,047$ 132,558$ 5 65.97$ 11,435$ 137,218$ 5 67.95$ 11,778$ 141,336$ 284 481 479 363 3630 271 215 233 307 322 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Utilities Engineer Estimator Lead Util Install/Rep Ast Util Install/Rep-L Util Key Acct Rep Util Key Acct Rep -S Util Locator Util Marketing Program Admin Util Rate Analyst Util Syst Oper Util Syst Oper in Training Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 43.34$ 1 44.87$ 1 46.22$ 2 45.62$ 2 47.23$ 2 48.65$ 3 48.02$ 3 49.71$ 3 51.21$ 4 50.54$ 4 52.32$ 4 53.90$ 5 53.20$ 9,221$ 110,656$ 5 55.07$ 9,545$ 114,546$ 5 56.73$ 9,833$ 117,998$ 1 40.35$ 1 41.77$ 1 43.02$ 2 42.47$ 2 43.96$ 2 45.28$ 3 44.70$ 3 46.27$ 3 47.66$ 4 47.05$ 4 48.70$ 4 50.16$ 5 49.52$ 8,583$ 103,002$ 5 51.26$ 8,885$ 106,621$ 5 52.80$ 9,152$ 109,824$ 1 32.89$ 1 34.05$ 1 35.07$ 2 34.62$ 2 35.84$ 2 36.91$ 3 36.44$ 3 37.72$ 3 38.85$ 4 38.35$ 4 39.70$ 4 40.89$ 5 40.36$ 6,996$ 83,949$ 5 41.78$ 7,242$ 86,902$ 5 43.04$ 7,460$ 89,523$ 1 27.29$ 1 28.26$ 1 29.11$ 2 28.72$ 2 29.74$ 2 30.64$ 3 30.23$ 3 31.30$ 3 32.25$ 4 31.82$ 4 32.94$ 4 33.94$ 5 33.49$ 5,805$ 69,659$ 5 34.67$ 6,009$ 72,114$ 5 35.72$ 6,191$ 74,298$ 1 30.22$ 1 31.29$ 1 32.24$ 2 31.81$ 2 32.93$ 2 33.93$ 3 33.48$ 3 34.66$ 3 35.71$ 4 35.24$ 4 36.48$ 4 37.58$ 5 37.09$ 6,429$ 77,147$ 5 38.39$ 6,654$ 79,851$ 5 39.55$ 6,855$ 82,264$ 1 31.85$ 1 32.96$ 1 33.96$ 2 33.52$ 2 34.69$ 2 35.74$ 3 35.28$ 3 36.51$ 3 37.62$ 4 37.13$ 4 38.43$ 4 39.59$ 5 39.08$ 6,774$ 81,286$ 5 40.45$ 7,011$ 84,136$ 5 41.67$ 7,223$ 86,674$ 1 36.37$ 1 37.65$ 1 38.78$ 2 38.28$ 2 39.63$ 2 40.82$ 3 40.29$ 3 41.71$ 3 42.96$ 4 42.41$ 4 43.90$ 4 45.22$ 5 44.64$ 7,738$ 92,851$ 5 46.21$ 8,010$ 96,117$ 5 47.60$ 8,251$ 99,008$ 1 33.41$ 1 34.58$ 1 35.63$ 2 35.16$ 2 36.40$ 2 37.50$ 3 37.01$ 3 38.31$ 3 39.47$ 4 38.95$ 4 40.32$ 4 41.54$ 5 41.00$ 7,107$ 85,280$ 5 42.44$ 7,356$ 88,275$ 5 43.72$ 7,578$ 90,938$ 1 38.17$ 1 39.51$ 1 40.69$ 2 40.17$ 2 41.58$ 2 42.83$ 3 42.28$ 3 43.76$ 3 45.08$ 4 44.50$ 4 46.06$ 4 47.45$ 5 46.84$ 8,119$ 97,427$ 5 48.48$ 8,403$ 100,838$ 5 49.94$ 8,656$ 103,875$ 1 29.43$ 1 30.46$ 1 31.38$ 2 30.97$ 2 32.06$ 2 33.03$ 3 32.59$ 3 33.74$ 3 34.76$ 4 34.30$ 4 35.51$ 4 36.58$ 5 36.10$ 6,257$ 75,088$ 5 37.37$ 6,477$ 77,730$ 5 38.50$ 6,673$ 80,080$ 290 289 274 482 484 499 507 500 509 510 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Utl Install Repair Lead-Welding Cert Utl Install Repair-Welding Cert Volunteer Coord Water Meter Rep Asst Water Meter Repair Water Sys Oper I Water Sys Oper II WQC Plt Oper I WQC Plt Oper II WQC Plt Oper Trn Job Code FLSA Job Title Step Rate Monthly Annual Step Rate Monthly Annual Step Rate Monthly Annual Service Employees International Union (SEIU) Salary Schedule Effective 04/27/2019 (3.5% General Increase) Effective 11/23/2019 (3.5% General Increase) Effective 11/21/2020 (3% General Increase) 1 31.01$ 1 32.11$ 1 33.07$ 2 32.64$ 2 33.79$ 2 34.81$ 3 34.35$ 3 35.56$ 3 36.64$ 4 36.15$ 4 37.43$ 4 38.56$ 5 38.05$ 6,595$ 79,144$ 5 39.39$ 6,828$ 81,931$ 5 40.58$ 7,034$ 84,406$ 1 46.69$ 1 48.33$ 1 49.78$ 2 49.14$ 2 50.87$ 2 52.39$ 3 51.72$ 3 53.54$ 3 55.14$ 4 54.44$ 4 56.35$ 4 58.04$ 5 57.30$ 9,932$ 119,184$ 5 59.31$ 10,280$ 123,365$ 5 61.09$ 10,589$ 127,067$ 6 58.74$ 6 60.80$ 6 62.62$ 7 60.21$ 7 62.32$ 7 64.19$ 1 39.52$ 1 40.90$ 1 42.13$ 2 41.59$ 2 43.05$ 2 44.34$ 3 43.77$ 3 45.31$ 3 46.67$ 4 46.07$ 4 47.69$ 4 49.12$ 5 48.49$ 8,405$ 100,859$ 5 50.19$ 8,700$ 104,395$ 5 51.70$ 8,961$ 107,536$ 6 49.71$ 6 51.45$ 6 53.00$ 7 50.96$ 7 52.74$ 7 54.33$ 1 41.61$ 1 43.07$ 1 44.37$ 2 43.80$ 2 45.33$ 2 46.70$ 3 46.10$ 3 47.71$ 3 49.15$ 4 48.52$ 4 50.22$ 4 51.73$ 5 51.07$ 8,852$ 106,226$ 5 52.86$ 9,162$ 109,949$ 5 54.45$ 9,438$ 113,256$ 6 52.35$ 6 54.19$ 6 55.82$ 7 53.66$ 7 55.55$ 7 57.22$ 226 315 298 316 Non‐Exempt Non‐Exempt Non‐Exempt Non‐Exempt Wtr Mtr Crs Cn Tec Public Safety Dispatcher - Lead Public Safety Dispatcher I Public Safety Dispatcher II Longevity Steps Longevity Steps Longevity Steps Longevity Steps Longevity Steps Longevity Steps Longevity Steps Longevity Steps Longevity Steps Cover Sheet For Fiscal Year 2021 City of Palo Alto Compensation Plan Management and Professional Personnel, And Council Appointees Due to the impacts of the COVID-19 health pandemic, the City of Palo Alto Management and Professional employees will make the following adjustments to the Compensation Plan for the period of July 1, 2020 through June 30, 2021. All other terms not listed below remain the same as provided in the Management Compensation Plan and shall continue through June 30, 2021. I. For Fiscal Year 2021, there will be no base salary increases or compensation adjustments tied to the performance appraisal process. II. Employees laid off as part of the FY 2021 budget reductions, shall be eligible for a severance payment equivalent to four weeks of salary, unless otherwise specified (At-Will). III. For Fiscal Year 2021, all employees will take 13 unpaid furlough days (104 hours). At least, one unpaid furlough day of 8 hours will be taken per month. IV. The City will maintain contributions to health care in alignment with budgeted increases. Effective January 1, 2021, the City will increase its maximum contribution by 50% of average of the increases to Kaiser and PERS Choice. Provided however, that the total increase of the maximum City contribution shall not exceed 4%. V. For Fiscal Year 2021, the City will reduce the “Excess Benefit” by 50%. Employees will receive $1,250 to put toward options designated in the Compensation Plan. VI. For FY21, the City Manager is authorized to increase vacation accrual maximums by 80 hours for employees who would hit their respective cap. Unless otherwise amended the vacation accrual maximum will return to its normal level in FY22. Any leave hours an employee has above the vacation accrual maximum will be cashed out on the next paycheck. Except as herein modified, all other provision of the Compensation Plan shall remain in effect. Proposed Letter of Agreement City of Palo Alto and IAFF Local 1319 June 30, 2021 – June 30, 2022 I. Introduction and MOA Term Extension In early 2020, the City of Palo Alto (City) and the Nation were impacted by the COVID-19 health pandemic. The COVID-19 pandemic impacted the City’s economy at every level. Both the City and the International Association of Fire Fighters, Local 1319 (Association) have a mutual interest in extending the current Memorandum of Agreement (MOA) for one (1) additional year with limited changes to the MOA. II. Salary The Parties agree to amend Article VII (“Salary Provisions”) Section 1(e) of the current MOA to defer for one (1) year the previously negotiated wage increase of three percent (3%) which would have taken effect the first full pay period following July 1, 2020. The July 1, 2020 wage increase will now be effective the first full pay period following July 1, 2021. The Parties further agree to freeze all movements within the step range for one (1) fiscal year, starting July 1, 2020 and ending June 30, 2021. The regular and normal movement of employees through the step scale will resume July 1, 2021. III. Deferred Compensation and Pension Contributions The Parties agree to amend Article XXII (“Retirement Benefits”) Section 7 of the current MOA to defer for one (1) year the previously negotiated City contribution to 457 Deferred Compensation Plan which would have taken effect the first full pay period following July 1, 2020. The City contributions to eligible employee’s 457 Deferred Compensation Plan will now be effective the first full pay period following July 1, 2021. The Parties agree to amend Article XXII (“Retirement Benefits”) Section 3 to defer for one (1) year the previously negotiated increase of additional employee California Public Employees Retirement System contributions which would have taken effect the first full pay period following July 1, 2020. The additional one percent (1%) (for a total of 4%) employee contribution towards the employer share of pension will now be effective the first full pay period following July 1, 2021. IV. Duration The Parties agree to amend Article XLIV (“Duration”) of the current MOA to extend the term for one (1) additional year, for an expiration of June 30, 2022. In addition to modifying the MOA, the parties agree to certain working condition changes as set forth below: 1. Medic 61 Staffing This section codifies the proactive efforts of IAFF Local 1319 in confronting the City’s budget shortfalls. In collaboration with the department, the Parties reached agreement to staff Medic 61 with straight time staff when feasible. 2. Retirement Incentive IAFF Local 1319 has approved the City’s July 2020 Sworn retirement incentive program. Below is an overview of the program for reference: • Sworn personnel who retire from the City on or before July 31, 2020 will be eligible for a onetime $30,000 payment • Sworn personnel must make their irrevocable retirement decision within the announced two (2) week window. • The number of eligible personnel will be capped at seven (7) sworn personnel within the City of Palo Alto Fire Department. • Each L1319 member who takes the incentive will offset the need for a layoff, based on the City’s proposed layoff of 7 L1319 member employees. 3. Reemployment The names of employees laid off or demoted shall be entered upon a re-employment list in seniority order. The employee with the greatest seniority on the re-employment list shall be offered reinstatement first This list will expire 3 years from the effective date of any layoffs. The right to reinstatement to a previously held classification shall not terminate for demoted employees. If a laid off employee waives reinstatement or fails to respond within ten (10) calendar days of receipt of the notice, the employee shall be removed from the reemployment list. 4. Layoffs The Parties agree to create an “Attrition Ramp” from July 1, 2020 through December 31, 2020 to try and avoid the need for layoffs and achieve position eliminations through attrition. The City will delay any layoffs within the unit until December 31, 2020, at which time it will take into account any attrition before moving forward with any of the 7 proposed layoffs within the unit. For the Association: For the City: Brent White, President Date Ed Shikada, City Manager Date Javier Olazaba, Treasurer Date Rumi Portillo, HR Director Date Shaohsuan Fanchiang, Secretary Date Molly Stump, City Attorney Date Geoffrey Blackshire, Fire Chief Date Nicholas Raisch, ER Manager Date Tori Anthony, SR HR Admin Date Proposed Letter of Agreement City of Palo Alto and Palo Alto Fire Chief’s Association July 1, 2020 – June 30, 2022 City of Palo Alto and Palo Alto Fire Chief’s Association Proposed Letter of Agreement: July 1, 2020 – June 30, 2022 Section I. Introduction and MOA Term Extension In early 2020, the City of Palo Alto (City) and the Nation were impacted by the COVID-19 health pandemic. Both the City and the Palo Alto Fire Chief’s Association (Association) have a mutual interest in extending the current Memorandum of Agreement (MOA) for one (1) additional year with limited changes to the MOA. Section II. Salary The Parties agree to defer for one (1) year the previously negotiated wage increase of three percent (3%) which would have taken effect the first full pay period following July 1, 2020. The July 1, 2020 wage increase will now be effective the first full pay period following July 1, 2021. Section III. Alternative Medical Benefit The Parties agree to include the “Alternative Medical Benefit Program” allowing eligible employees to waive the City of Palo Alto’s medical insurance coverage and receive cash payments in the amount of $284 for each month the City coverage is waived. Eligibility and requirements are stated below: If a regular employee and/or the employee’s dependent(s) are eligible for and elect to receive medical insurance through any non-City of Palo Alto sponsored or association medical plan, the employee may choose to waive his/her right to the City of Palo Alto’s medical insurance coverage and receive cash payments in the amount of two hundred and eighty four dollars ($284) for each month City coverage is waived. Examples of waivers eligible for this payment are: Employee waives all applicable City medical coverage; or Employee is eligible to enroll his or her spouse or domestic partner and waives medical coverage for the spouse or domestic partner; or Employee has additional eligible dependents and waives family-level medical coverage. Participation must result in a health insurance cost savings to the City and payments per employee shall not exceed a total of two hundred eighty four dollars ($284) per month. To participate in the program the employee and dependents must be eligible for coverage under PEMHCA medical plans, complete a waiver of medical coverage form, and provide proof of eligible alternative medical coverage. Payments will be made in the employee’s paycheck beginning the first month following the employee’s completion of the waiver form. Payments are subject to state and federal taxes and are not considered earnings under PERS law. Employees are responsible for notifying the City of any change in status affecting eligibility for this program (for example, life changes affecting dependent’s eligibility for medical coverage through the employee) and will be responsible for repayment of amounts paid by the City contrary to the terms of this program due to the employee’s failure to notify the City of a change in status. City of Palo Alto and Palo Alto Fire Chief’s Association Proposed Letter of Agreement: July 1, 2020 – June 30, 2022 Section IV. Deferred Compensation and Pension Contributions The Parties agree to defer for one (1) year the previously negotiated City contribution to 457 Deferred Compensation Plan which would have taken effect the first full pay period following July 1, 2020. The City contributions to eligible employee’s 457 Deferred Compensation Plan will now be effective the first full pay period following July 1, 2021. The Parties agree to defer for one (1) year the previously negotiated increase of additional employee California Public Employees Retirement System contributions which would have taken effect the first full pay period following July 1, 2020. The additional one percent (1%) (for a total of 4%) employee contribution towards the employer share of pension will now be effective the first full pay period following July 1, 2021. For the Association: For the City: Battalion Chief Ryan Stoddard, President Rumi Portillo, HR Director _________________________________ Nicholas Raisch, Manager Employee Relations _________________________________ Tori Anthony, Sr. HR Administrator _________________________________ Chief Geoffrey Blackshire, Fire Chief _________________________________ Molly Stump, City Attorney _________________________________ Ed Shikada, City Manager 6/14/2020 6/14/2020 6/16/2020 6/15/2020 6/16/2020 6/14/2020 6/16/2020 NOT YET APPROVED Proposed Letter of Agreement City of Palo Alto and Palo Alto Peace Officers’ Association July 1, 2020 – June 30, 2022 City of Palo Alto and Palo Alto Peace Officers’ Association Proposed Letter of Agreement: July 1, 2020 – June 30, 2022 Section I. Introduction and MOA Term Extension In early 2020, the City of Palo Alto (City) and the Nation were impacted by the COVID-19 health pandemic. Both the City and the Palo Alto Peace Officers’ Association (Association) have a mutual interest in extending the current Memorandum of Agreement (MOA) as set forth below. All other terms and conditions other than those set forth below shall be maintained for the duration of the MOA. Section II. Duration The Parties agree to amend Section 48 (“Duration”) of the current MOA to extend the term for one (1) additional year, for an expiration of June 30, 2022. Section III. Salary The Parties agree to amend Section 7 (“Salary Provisions”) of the current MOA to defer the previously negotiated wage increase of three (3%) percent which would have taken effect the first full pay period following July 1, 2020 to the first full pay period following July 1, 2021. The Parties also agree to enter into a separate side letter agreement establishing a special rate of pay for members when voluntarily working overtime on special assignment performing work as a Public Safety Dispatcher. Section IV. Retirement Incentive The Association has approved the City’s July 2020 Sworn retirement incentive program. Below is an overview of the program for reference: • Sworn personnel who retire from the City on or before July 31, 2020 will be eligible for a onetime $30,000 payment • Sworn personnel must make their irrevocable retirement decision within the announced two (2) week window. • The number of eligible personnel will be capped at nine (9) sworn personnel within the City of Palo Alto Police Department. For the Association: For the City: Name Date Name Date Name Date Name Date NOT YET APPROVED Proposed Letter of Agreement City of Palo Alto and Palo Alto Police Management Association July 1, 2020 – June 30, 2022 City of Palo Alto and Palo Alto Police Management Association Proposed Letter of Agreement: July 1, 2020 – June 30, 2022 Section I. Introduction and MOA Term Extension In early 2020, the City of Palo Alto (City) and the Nation were impacted by the COVID-19 health pandemic. Both the City and the Palo Alto Police Management Association (Association) have a mutual interest in extending the current Memorandum of Agreement (MOA) as set forth below. All other terms and conditions other than those set forth below shall be maintained for the duration of the MOA. Section II. Duration The Parties agree to amend Article XI Section 50 (“Duration”) of the current MOA to extend the term for one (1) additional year, for an expiration of June 30, 2022. Section III. Salary The Parties agree to amend Article II Section 3 (“Salary”) and Appendix A-1 of the current MOA to defer the previously negotiated wage increase of four percent (4%) which would have taken effect the first full pay period following July 1, 2020 to the first full pay period following July 1, 2021. Section III. Retirement Incentive The Association has approved the City’s July 2020 Sworn retirement incentive program. Below is an overview of the program for reference: • Sworn personnel who retire from the City on or before July 31, 2020 will be eligible for a onetime $30,000 payment • Sworn personnel must make their irrevocable retirement decision within the announced two (2) week window. • The number of eligible personnel will be capped at nine (9) sworn personnel within the City of Palo Alto Police Department. For the Association: For the City: Name, Title Date Name, Title Date Name, Title Date Name, Title Date City of Palo Alto and Palo Alto Police Management Association Proposed Letter of Agreement: July 1, 2020 – June 30, 2022 Name, Title Date Name, Title Date Name, Title Date Name, Title Date Name, Title Date Name, Title Date Name, Title Date Name, Title Date City of Palo Alto (ID # 11330) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Adoption of FY 2021 Budget, Municipal Fees, and Municipal Code Change Title: PUBLIC HEARING: Adoption of Budget Ordinance for Fiscal Year 2021, Including Adoption of Operating and Capital Budgets and Municipal Fee Schedule; Adoption of an Ordinance Amending Section 2.04.360 of the Palo Alto Municipal Code to Allow Council Members a Salary Waiver Option (FIRST READING: May 26, 2020 PASSED: 7-0); and Review and Accept the June 30, 2019 Actuarial Valuation of the Palo Alto’s Retiree Healthcare Plan and Funding Strategy From: City Manager Lead Department: Administrative Services Recommended Motion Staff recommends that the City Council: 1. Adopt the Fiscal Year 2021 Budget Ordinance (Attachment A), which includes: a. City Manager’s Fiscal Year 2021 Proposed Operating and Capital Budgets, previously distributed at the April 20th City Council Meeting (Attachment A, Exhibit 1) b. Amendments to the City Manager’s Fiscal Year 2021 Proposed Operating Budget (Attachment A, Exhibit 2) c. Amendments to the City Manager’s Fiscal Year 2021 Proposed Capital Budget (Attachment A, Exhibit 3) d. Allocated Charge Amendments to the City Manager’s Fiscal Year 2021 Proposed Operating and Capital Budgets (Attachment A, Exhibit 4) e. Fiscal Year 2021 City Table of Organization (Attachment A, Exhibit 5); and f. Fiscal Year 2021 Municipal Fee Changes (Attachment A, Exhibit 6) 2. Adopt the Ordinance (Attachment E) Amending Section 2.04.360 of the Palo Alto Municipal Code to Allow Council Members a Salary Waiver Option. A regular majority vote is required to approve this ordinance which becomes effective 30 days after this second reading and final adoption. 3. Accept the Fiscal Year 2021 – 2025 Capital Improvement Plan. 4. As recommended by the Finance Committee at the May 5, 2020 meeting (CMR 11284), accept the June 30, 2019 biennial actuarial valuation of Palo Alto’s Retiree Healthcare Plan and approve full funding of the Actuarial Determined Calculation (ADC) for Fiscal Year 2021 and Fiscal Year 2022 using a 6.25% Discount Rate for the calculation (Attachment B). City of Palo Alto Page 2 Executive Summary This memorandum summarizes changes to the City Manager’s Fiscal Year 2021 Proposed Budget through Budget Hearings with the City Council and brings forth refined actions to revise the Fiscal Year 2021 Proposed Budget for the City Council review and Adoption of the FY 2021 Operating and Capital Budgets as well as the FY 2021 Municipal Fee Schedule and all the supporting necessary documents for formal adoption by the City Council such as the FY 2021 Budget Ordinance and Table of Organization. Overall, the City’s General Fund is recommended to have $197.0 million in revenues and $197.0 million in expense, a balanced budget for FY 2021. These funding levels reflect a nearly 20 percent reduction from the FY 2021 Proposed Budget (released on April 20) and a 15 percent reduction compared to the FY 2020 Adopted Operating Budget. The City’s Capital Improvement Plan reflects a $300.1 million FY 2021 budget, and a $774.6 million plan over the five-year CIP (FY 2021- FY 2025). Of this, the General Capital Fund FY 2021 budget reflects expected expenses of $174.4 million and $298.6 million over the five-year CIP. Overall, this includes a reduction of 74 full time staff and the equivalent of 26.18 FTE part-time staff resulting in a workforce of 960 full time positions and 81.1 (FTE) part-time positions. The General Fund will remain with staffing of 512 full time positions (a reduction of 62) and the equivalent of 55.6 FTE in part-time staffing (a reduction of 25.7 FTE). On May 4, the City Council provided direction to staff to assume a more conservative revenue estimate reflecting a loss of $39 million in General Fund tax revenues in FY 2021, reflecting on the severity of the current public health emergency and its impacts on the City’s financial situation. In a series of public hearings, the City Council reviewed the FY 2021 Proposed Operating Budget along with City Manager’s Report #11322, #11376, and other materials and provided tentative approvals, changes, and areas for further follow up. Staff has compiled all the feedback gained, updated for current changes that have occurred since May 26, and prepared all necessary documentation for the City Council adoption of the recommended FY 2021 budget. The unprecedented circumstances of this extended public health emergency forced the City to take a hard look at our operating and capital budgets and the FY 2021 budget reflects tough choices that we would prefer not to be outlining. Service impacts are unavoidable when more than 60 percent of the City’s General Fund budget is attributed to the outstanding workforce delivering the City’s services every day. The City has been forced to prioritize essential services and pare back discretionary services. Significant service delivery impacts include but are not limited to changes in the space available at the Cubberley facility as a result of a potential new lease agreement; changes in operating hours and program availability at Community Centers including increases in fees to aid in cost recovery levels; reduce Children’s Theatre productions; reduction in library hours across the 5 library system; reduction in police patrol staffing and special teams including investigations and traffic; implementing a brownout flexible staffing model for fire services resulting in reduced capacity when staff is out on leave; elimination of City of Palo Alto Page 3 shuttle services; restructuring of the Residential Preferential Parking Permit Program (RPP): and deferral of capital investments. However, this budget ensures that the City continues to proactively pay for long term liabilities, continues capital investments in our most critical infrastructure, provides resources for the City to successfully adapt from ‘shelter in place’ to future service delivery models, and establishes funding to ensure those service delivery transitions. Specifically, this budget ensures the City will focus on maintaining outdoor recreation and open space preserves providing the highest value to the community for the duration of the COVID-19 pandemic when outdoor options are critical during this time. Sworn police officers will focus on patrol and other collateral duties, while administrative procedures are completed through more cost effectively civilian staffing. All five libraries will remain open on reduced schedules - three of the five libraries will operate as “neighborhood” libraries (open 3 days a week) and two libraries will operate as “full-service” libraries (open 6 days a week). The City will support resident and the business community through minimal to no rate increases in various utility enterprise fees. Based on the most current information and status of parallel activities with the adoption of utility and public works enterprise rates and ongoing conversations with our labor groups, additional adjustments are included in this budget. Most significantly, this budget reflects savings of $2.3 million in the General Fund in recognition of compensation reductions for Management/ Professional employees, a decrease in expected savings due to a change in the recommended concessions from a 15 percent concession to a 10 percent concession. This change is due to the current status of other labor negotiations and the leadership managers continue to provide in stepping forward with these concessions. It is impractical operationally to implement the full concession, specifically the 26 days of furlough) as originally proposed. As such, balancing actions are necessary to offset this and are recommended in a reduction in the FY 2021 budgeted transition costs. Lastly, this report brings forward: • An ordinance for the City Council approval that would allow Council Members to waive their salary. This requires two readings, and this item serves as the second and final of those required readings. • A biennial actuarial valuation of Palo Alto’s Retiree Healthcare Plan and annual Actuarially Determined Contributions (ADC) for Fiscal Years 2021 and 2022 for approval as recommended unanimously by the Finance Committee on May 4, 2020. The report is organized by the following sections: • Fiscal Year 2021 Budget Balancing and Final Recommended Changes: A summary of the budget balancing process including major changes approved by the City Council and additional recommended adjustments from staff. This is organized by fund type beginning with Citywide, General Fund, General Capital Fund, Enterprise Funds, Internal Services Fund, Special Revenue Funds, and Capital Reappropriations. City of Palo Alto Page 4 • Table of Organization: A summary of additional changes to the Table of Organization after the version released April 20, 2020. • Municipal Fee Schedule: A summary of the changes recommended in the City Manager Report #11190 FY 2021 Proposed Municipal Fee Schedule. • Other Post-Employment Benefits (OPEB) Actuarial Valuation: This report details Palo Alto’s Retiree Healthcare Plan and Annual Actuarially Determined Contributions (ADC) for Fiscal Years 2021 and 2022. • Fiscal Year 2021 Rate Changes (various utilities such as electric): A brief overview of the rate changes reviewed by the Utilities Advisory Commission and Finance Committee and the final decision the City Council made in May 2020; each of these rate changes are included in the FY 2021 budget assumptions. This section references those changes for informational purposes only; a separate report recommending final rate changes will be considered concurrently by the City Council on June 22, 2020. • Recommended Ordinance: Councilmember Waiver of Compensation: This is the second reading of a municipal code change that would allow a councilmember to elect to waive their right to compensation. • Salary Schedules: A description of all compensation plans and the amendments in order to align with the recommended adjustments in the FY 2021 Budget. This section references those changes for informational purposes only; a separate report recommending final rate changes will be considered concurrently by the City Council on June 22, 2020. • Review of Referral Items from the Full City Council: This report details a list of areas that the City Council by majority vote, approved for additional staff work as a result of discussions from the FY 2021 budget hearings. These are areas identified for deeper analysis or alternative funding strategies to be explored over the course of the next fiscal year. • Additional Informational Items: Additional information regarding capital reappropriations and the Planning and Transportation Committee review of the CIP. • Attachments: Attached to this report are a number of documents as outlined and referenced throughout the recommendation language and the report. In addition, links to all the materials presented throughout the budget process to the City Council such as staff reports, At Places Memorandums, presentations made during the budget hearings, and transcripts from City Council Budget Hearings are included. Not included in this CMR is the approval of the GANN Limit. This is transmitted separately for City Council consideration on June 22, 2020. City of Palo Alto Page 5 Background Per the Municipal Code, the City Manager is charged with proposing a budget that provides a clear and complete financial plan for all City activities proposed for the coming budget cycle, or fiscal year. The Fiscal Year (FY) 2021 Proposed Operating and Capital Budgets were transmitted to the City Council on April 20, 2020. These documents represent the planned expenditures and revenues for FY 2021 for the various fund types that constitute the City’s Budget: General Fund, Capital Fund, Enterprise Funds, Internal Service Funds, Special Revenue Funds, and Debt Service Funds. The budget documents contain an overview section with descriptions of each of these fund types and detailed information of the revenues and expenses for each fund as well as for each individual department. Throughout the month of May, the City Council conducted budget hearings to review the Proposed Operating and Capital Budgets and revise projections for revenues and expenses to align with expected impacts resulting from efforts to contain COVID-19. After reviewing anticipated revenue impacts and directing that revenue estimates be lowered by $39 million in the General Fund as part of the May 4, 2020 City Council Meeting, the City Council reviewed actions to align expenses with those lower revenues and resultant service delivery impacts. The City Council went through the Proposed Operating Budget department by department and fund by fund; the City Council reviewed the Proposed Capital Budget in the respective Enterprise Funds as well as by project category in the General Capital Fund. These Budget Hearings were open to the public and provided a venue for the City Council to amend the proposed budget. Significant public comment was received as part of the Budget Hearings, via email to the City Council, and as a result of an online survey. The City Council also discussed utility rate changes and various municipal fee changes. During these discussions, changes were also brought forward by the staff, culminating in CMR 11376 which detailed all recommended amendments through May 26, 2020. Adoption of the City Manager’s Fiscal Year 2021 Proposed Operating and Capital Budgets and Fiscal Year 2021 Municipal Fee Schedule, including the amendments summarized in the FY 2021 Budget Wrap-up Memorandum, will represent the ratification of the amendments that were approved by vote through the Budget Hearings. These amendments include all changes to the Municipal Fee Schedule and the Table of Organization. City of Palo Alto Page 6 Discussion FISCAL YEAR 2021 BUDGET BALANCING AND FINAL RECOMMENDED CHANGES At the Budget Wrap-up hearing on Tuesday, May 26 the City Council acted on many of the items that had arisen through the earlier budget hearings leaving only 2 topics in the “short- term parking lot” for consideration on June 22, 2020 as part of budget adoption. The cumulative impacts of the actions taken by the City Council through May 26 with some revisions by staff due to the ongoing discussions with our labor unions are outlined in Table 1. The General Fund is shown on the left side of the table and All Funds (including Internal Service Funds) is seen on the right side of the table. These changes are detailed by fund by department on Attachment A Exhibit 2, changes to the FY 2021 Operating Budget and Attachment A, Exhibit 3 changes to the FY 2021 Capital Budget. Table 1: Changes from FY 2021 Proposed Budget released April 20, 2020 Revenues Expenses FT FTEs PT FTEs Revenues Expenses FT FTEs PT FTEs Citywide Proposed FY 2021 Budget, Released April 20, 2020 $241,509 $238,801 573.68 81.31 $755,846 $818,869 1,033.85 106.32 Adjustments to Proposed Budget as released Revenue Adjustments City Council Requested Major Tax Revenue Realignment Scenario C (CC May 4, 2020)(38,794) (38,794) - - - Other Economically Sensitive Departmental Revenue (5,000) (5,000) - - - $197,715 $238,801 573.68 81.31 $712,052 $818,869 1,033.85 106.32 Adjustments by Service Area Neighborhood, Community & Library Services (299) (4,861) (16.10) (21.02) (299) (4,874) (16.10) (21.02) Public Safety 1,684 (7,257) (32.27) (2.28) 1,684 (7,271) (32.40) (2.28) Planning & Transportation (2,127) (3,267) (7.30) (1.44) (1,753) (3,279) (7.30) (1.44) Infrastructure & Environment - (571) (0.20) - (5,013) (4,159) (8.15) (0.48) Internal Services/Strategic Support - (1,397) (5.90) (0.96) (2,506) (3,775) (10.40) (0.96) Citywide Balancing Solutions (24,475) - - (2,019) (25,761) - - (44,536) (41,828) (61.77) (25.70) (9,906) (49,119) (74.35) (26.18) -18.4%-17.5%-10.8%-31.6%-1.3%-6.0%-7.2%-24.6% $196,973 $196,973 511.91 55.61 $702,146 $769,750 959.50 80.14 Net Surplus/(Deficit)$0 General Fund All Funds (w/ Internal Service Funds) SUBTOTAL CHANGES FROM FY 2021 PROPOSED BUDGET Citywide Revenue and Expenses (after May 26th CC Discussion) Table 1 (above) shows the cumulative impacts of the actions taken throughout the budget hearings. It incorporates the actions taken by the City Council as part of the budget wrap-up on May 26. Overall, before the City Council is a FY 2021 budget of $197 million in revenues and expenses in the General Fund, with staffing of 512 full time positions and the equivalent of 55.6 FTE in part- time staffing. All funds, unadjusted for transfers and internal service funds is a FY 2021 budget of $770 million, with staffing of 960 full time positions and the equivalent of 80.1 FTE in part- time staffing. These levels are significantly below the FY 2021 baseline budget, released on April 20, 2020 which reflected the City’s financial forecast prior to the current public heal emergency (COVID-19). During the most recent budget wrap-up hearing on May 26, the City Council addressed all remaining items in the short-term parking lot, which was extensively discussed as part of CMR City of Palo Alto Page 7 11376 apart from two items. A brief summary of the actions they took to address the items in the short-term parking lot follows below. Items that the City Council voted to revisit as part of the Budget Adoption hearing are detailed at the beginning of the list, and items that the City Council voted to incorporate into the Budget at wrap-up follow those items. Outstanding Items for City Council Review & Action Strategy to manage attrition in Police and Fire – The City Council voted to revisit funding to manage attrition in the public safety departments (Police and Fire) as part of the Budget Adoption on June 22. The Police and Fire budgets reflect the elimination of 21 sworn positions necessary to balance the budget (one of these position reductions is outlined in the FY 2021 Proposed Operating Budget released on April 20,2020, the remaining 20 are outlined in Attachment A, Exhibit 2 or Attachment A, Exhibit 5 summarizes all position changes in the Table of Organization). Of the 21 sworn positions, 7 positions are currently vacant and the balance of 16 positions are filled and would require the layoff of recently hired police officers and firefighters. Sworn personnel are required to be laid off in accordance with union rules, which means those with the least seniority will be laid off based on hire date. It typically takes over one year to train for police and fire sworn positions to be fully operational. As such, the City has invested a significant time and hundreds of thousands of dollars to hire, equip and train the sworn personnel who would be lost to layoffs. Police and Fire departments typically experience turnover from separations and retirements, which result in vacant positions throughout the year. If the typical attrition in Police and Fire could occur for an additional six-month period, the City would hope to avoid layoffs for these recently hired employees. Based on this six-month period, staff estimates that managing separations through attrition could cost between $500,000 and $1.5 million, depending on the timing of attrition in the six-month period. These costs are currently not included in the recommended balancing strategy and would require an action from the City Council to be added. Both the Fire Chiefs Association (FCA) and the International Association of Fire Fighters (IAFF) have reached, with a combination of a deferral of general wage increases as well as step freezes, agreement to provide sufficient funding of a six-month attrition ramp. This means that any separation of filled fire-fighter positions will be deferred until December 31, 2020 if staffing levels necessitate it. Therefore, with the approval of this mutual agreement, no further budgetary action is necessary to address a six-month attrition period for firefighters. At the time of the writing of this report, the police labor unions were still voting and therefore concessions savings to provide funding for an attrition ramp remains unknown. Funding for KZSU – The City Council voted to revisit funding options for KZSU broadcasts as part of the Budget Adoption hearing on June 22. This remains unfunded in this FY 2021 budget. City of Palo Alto Page 8 Items in the Parking Lot incorporated into Budget through motions made at wrap-up Revisit funding for the Transportation Management Association (TMA) – The City Council voted to lower the funding for the Transportation Management Association from $750,000 to $453,000 (a decrease of $197,000) in the University Avenue Parking Fund to align with the funding needs of the TMA in FY 2021 and reallocate this funding to support business during this public health emergency. Revisit funding for City Council minutes transcription ($35,000) – The City Council voted to restore funding of $35,000 for City Council minutes transcription. Revisit funding for cost of printing City Council materials ($35,000) - The City Council voted to restore funding of $35,000 for City Council printed meeting materials. Revisit funding for YCS Youth Connectedness Initiative ($50,000) - The City Council voted to restore an additional $25,000 to the YCS Youth Connectedness Initiative to reach the previous funding level of $50,000. General Fund The General Fund proposed budget reflects reductions of $41.8 million in expenses to offset projected revenue losses over the coming fiscal year. These actions are the culmination of the difficult work completed by the City Council during the month of May, when on May 4the City Council chose a conservative scenario for financial planning of the FY 2021 budget. Based on our most current data as reported to the City Council on June 16, as part of the 3rd Quarter Financial Report and Recommended FY 2020 budget actions due to COVID-19, it is expected that these revenues may be in line with experience in FY 2021. Additional details can be found here: CMR #11328 The current FY 2021 budget does not rely on use of General Fund reserves with the exception of specific restricted reserves such as the Development Center Fees. As discussed with the City Council, use of reserves in FY 2020, the current year, of $11.7 million are expected to bring the Budget Stabilization reserve to $33.0 million June 30, 2020. The reductions are intended to be a two-year strategy to assist in bridging the gap as a result of the current fiscal crisis caused by the public health emergency. The balancing solutions included in this FY 2021 budget seek to address funding needs across the organization. They also seek to balance the City’s liabilities and investments. We continue to explore additional cost containment through continuing a hiring freeze and freezing all nonessential travel, eliminating current vacancies (described below in the service impacts section) and reducing future vacancies through attrition, and/or implementing furloughs with corresponding service reductions such as reduced walk-in office hours. To the extent the City is successful in finding new savings through any of these strategies, some of these service impacts could be reinstated. City of Palo Alto Page 9 This budget ensures that the City continues to proactively pay for both the current pension and Other Post-Employment Benefits (OPEB) liabilities (assuming lower discount rates of 6.2 percent for funding levels), continues capital investments into our most critical infrastructure projects, provides resources for the City to successfully adapt from ‘shelter in place’ to future service delivery models, and establishes funding to ensure those service delivery transitions. Recommended Additional Changes Limited changes are recommended from the proposed budget as reviewed by the City Council and tentatively approved on May 26, 2020. Of note, the May 26 budget recognized savings associated with compensation reductions for the Management and Professionals Group, an unrepresented bargaining unit with employees across the organization. It recognized a 15 percent compensation reduction, anticipated to generate $3.5 million in savings in the General Fund and approximately $5.4 million in all funds. While the City continues to work with its represented bargaining groups to proactively address and mitigate potential service delivery impacts and adverse personnel impacts, the City and Service Employee International Union (SEIU) its largest unit, were unable to reach agreement. Therefore, the practicality and ability to implement the proposed 15 percent reduction is no longer viable. This final budget recognizes a 10 percent compensation reduction in the management unit. In order to restore these costs, it is recommended that we reduce the funds set aside for ‘Implementation Costs Associated with Balancing Strategy’ from $2.08 million to $1.06 million. There is no impact as a result of this as staff works to reduce the number of layoffs and therefore corresponding transition costs. Budget Stabilization Reserve This FY 2021 budget does not recommend a draw from the Budget Stabilization Reserve as forecasted for June 30, 2020. It does reflect a change from the FY 2021 Baseline budget which initially reflected a contribution to the BSR of $2.7 million. Initially, the FY 2021 baseline budget reflected the difficult and diligent financial management that the City Council has demonstrated and reflected revenues exceeding expenses and the difference represented a contribution to the BSR. With the expected loss in revenues in FY 2021, this is no longer the case and Attachment A, Exhibit 2 reflects this change. Overall, as reported to the City Council on June 16, 2020, the BSR is expected to be reduced by $11.7 million to $33 million in FY 2020. This is below the City Council targeted range of 15 percent to 20 percent of General Fund budgeted expenses and is at approximately 14 percent in FY 2020. However, with no expected change from that $33 million figure as part of this FY 2021 budget, this BSR is 16.8 percent of the FY 2021 budgeted expenses. This is within the targeted range of 15 to 20 percent, although it does remain below the City Council goal of 18.5 percent by $3.5 million. City of Palo Alto Page 10 Internal Service Funds Various adjustments are recommended in internal services funds to reflect both service level adjustments as well as citywide adjustments in order to assist in the balancing of the General Fund. Proactive Funding of Long-Term Liabilities: The City has made great strides in continuing its value of fiscal sustainability. With two separate trusts, one for pension liabilities and one for other post-employment benefit liabilities (OPEB), the City is actively working to pay the full actuarial determined contribution and more annually. The recommended actions in this balancing strategy realize savings in lower OPEB costs as a result of the most recent actuarial study while reducing the discount rate by 25 basis points. Reduce Internal Service Fund Reserve/Balances: This action reduces allocated charges throughout the organization to Internal Services Funds, including the Information Technology Fund and the General Liability Fund. This will result in decreases in accumulated fund balance in the Internal Service Funds and will increase the associated risk in the respective Internal Service Funds. Departmental Service reductions: Information Technology department reductions in Management staffing; reduce application maintenance, support and replacement services; and eliminate training. This will result in decreased response time for internal work orders and delays in projects support and management across the organization. Public Works department will defer vehicle replacements for one to two years. Special Revenue Funds Community Development Block Grant (CDBG) Alignment (CARES Act Funding) This action recognizes revenues associated with a grant received from the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) in the CDBG Fund, offset by a corresponding increase in expenses. This funding will be used for rent relief, food assistance, and COVID testing and equipment as outlined in the revised funding plan approved by the Finance Committee on May 5, 2020 (CMR 11148). Various Parking Funds As a result of the recommended changes in various parking programs, specifically the changes to the Residential Preferential Parking program (RPP), revenue and expense adjustments are recommended to align with the Staff Report 11322 and accompanying at-places memo, as approved by City Council on May 13, 2020. This action requires significant changes to the RPP program including a proposed transition to License Plate Reader (LPR) enforcement and virtual permitting, a policy change to no longer provide a first permit free to residents (with limited exceptions), as well as other program updates such as the department's work to fix the 'no re- parking' signage issue. These programmatic changes were recommended to allow the RPP to return the subsidy to the GF and remain solvent. Corresponding Municipal Fee Schedule adjustments are recommended to reflect the policy City of Palo Alto Page 11 change to no longer provide the first annual residential parking permit free, although the annual cost of such permits is not recommended to change in FY 2021. In the Downtown Parking Permit Fund, reduced funding to the Palo Alto Transportation Management Association (TMA) from the baseline FY 2021 proposed level of $750,000. This is consistent with City Council direction approved on May 26, 2020 and with the updated funding request from the TMA on May 21, 2020. This savings is reallocated to be used to support city- wide business recovery as a result of impacts from COVID-19. Capital Funds The City’s Capital Improvement Plan reflects a $300.1 million FY 2021 budget, and a $774.6 million plan over the five-year CIP (FY 2021- FY 2025). Of this, the General Capital Fund FY 2021 budget reflects expected expenses of $174.4 million and $298.6 million over the five-year CIP. As part of the budget hearing process, the City Manager and Director of Public Works reviewed all General Fund projects in the proposed CIP, and confirmed that with the reduced General Fund transfer, the remaining funding levels reflect investment in essential infrastructure. Based on this review, the revised proposed CIP provides a minimal while responsible investment in the City’s essential infrastructure with several specific objectives: - Reduce carryover funding to “keep up” spending on essential infrastructure rather than fall behind and require new funding sources or levels to “catch up” in upcoming years; - Position shovel-ready projects to take advantage of the favorable construction market pricing typical of a recession; - Minimize near-term funding of discretionary projects; and, - Ensure a steady flow of projects that minimizes peaks and valleys in project delivery staffing needs, as this would reduce efficiency and introduce bottlenecks in productivity. In total, the City Council tentatively approved reducing the transfer from the General Fund to the Capital Improvement Fund in Fiscal Year 2021 by $2.6 million. Of this amount, $1.6 million was allocated for the Section 115 Pension Trust (PARS) Fund, and $1.0 million to restore services for the Police and Community Services Departments, using a 60% and 40% allocation, respectively. Specific project adjustments can be found in Attachment A, Exhibit 3 for specific adjustments City of Palo Alto Page 12 Capital Reappropriations Because of the October 2014 change to the Municipal Code, City Council authorization is now required for reappropriation of funds for capital projects from one fiscal year to the next. The FY 2021 budget process continues this procedure with the FY 2021 Proposed Capital Budget including approximately $64.3 million in reappropriated funds for project expenditures across all funds. In the time since the FY 2021 Proposed Budget figures were developed (early spring of 2020), departments have re-reviewed current year estimates and the reappropriation amounts built into the proposed Capital Improvement Plan (CIP). Additional reappropriation adjustments are recommended as part of this wrap-up memorandum to update the FY 2021 Capital Budget with current, more refined estimated activity levels in Fiscal Year 2020. Cumulatively, this re-review of projects has resulted in staff's recommendation to increase the Fiscal Year 2021 Capital Budget by a net total of $23.7 million, from $288.7 million to $312.4 million, and are recommended. In total, reappropriations of an estimated $88.0 million are above those assumed in the FY 2020 Adopted Capital Budget of $71.4 million and are outlined for additional information in Attachment C. Adjustments, outlined by project in Attachment A, Exhibit 2, are combined with adjustments previously outlined to reprioritize project funding and timelines in the Capital Budget and the five-year CIP as a result of reductions in the transfer from the General Fund and lower overall Transient Occupancy Tax (TOT) revenues dedicated by Council for infrastructure improvements. These adjustments ensure that funds will available at the onset of Fiscal Year 2021 to continue infrastructure improvement work across the City and address critical “keep up” work while minimizing the increase to a “catch-up” backlog that would need to be addressed in future CIP planning. T TABLE OF ORGANIZATION There are significant staffing changes recommended in this budget and therefore impacts to the Table of Organization. An updated Table of Organization is included as Attachment A, Exhibit 5. This table does denote where positions are recommended to be frozen as well as ones that are recommended for elimination. Position freezes recommended in the FY 2021 Adopted Operating Budget have been de-funded in FY 2021 and are identified in the Table of Organization with “(Freeze)” following the job classification title. Job classifications impacted by freezes are summarized in two rows, one to reflect the total FTE authorized (less freezes) and one to reflect the total FTE freezes. These freezes are different than the City-wide hiring freeze in that these positions have been actively defunded in FY 2021. City of Palo Alto Page 13 MUNICIPAL FEE SCHEDULE On May 12, 2020, the City Council reviewed the FY 2021 Proposed Municipal Fee Schedule and tentatively approved it as outlined in City Manager’s Report #11190. In addition to that report, the City Council reviewed the impacts of various proposed changes in the delivery of services and most specifically, reviewed the plan for the reopening of the Junior Museum and Zoo (JMZ) as outlined in City Manager’s Report #11222, and further amended by the At Places memorandum released on May 12, 2020 which can be found here. As a result of the recommended changes in cost recovery of various Community Service programs and discussed as part of the City Council’s direction to explore funding through additional cost recovery and/or partial funding for various Community Services programs, a new fee and a few fee revisions are recommended. The changes outlined in Attachment A, Exhibit 6 are the summary of all changes recommended changes as reviewed by the City Council on May 26, 2020. OTHER POST-EMPLOYMENT BENEFITS (OPEB) ACTUARIAL VALUATION On May 4, 2020, the Finance Committee unanimously approved the June 30, 2019 actuarial valuation of Palo Alto’s Retiree Healthcare Plan, and recommend 6.25 percent discount rate to be used in the calculation of the Actuarial Determined Contribution (ADC), and approve full funding of the annual ADC for Fiscal Year 2021 and Fiscal Year 2022. Biannually an actuary firm which provides an actuarial report detailing the latest status of the City of Palo Alto’s Retiree Healthcare plans for employees and retirees. The analysis is used to determine the City’s retiree healthcare liability and the annual ADC to the trust. In addition, the report details funding status, results of assumptions such as discount rate (DR), healthcare plan premiums, and projected future healthcare costs. Staff has incorporated the results of this actuarial valuation into this FY 2021 Budget. The FY 2021 Budget includes $16.0 million for Retiree Healthcare based on the ADC. For full details, refer to City Manager Report #11284). FISCAL YEAR 2021 RATE CHANGES (VARIOUS UTILITIES SUCH AS ELECTRIC) Through the City Council’s discussions of FY 2021 rate adjustments in the Enterprise Funds, the City Council voted to approve the following rate adjustments. Final adoption of these are recommended as part of a separate report, also to be considered on June 22, 2020 by the City Council. • 0% rate change for Wastewater (recommended by Utilities Advisory Commission (UAC) and Finance Committee); • 0% rate change for Water (recommended by UAC and Finance Committee); • 2.5% CPI increase for Fiber (recommended by UAC and Finance Committee) • 0% rate change for Electric (recommended by Finance Committee) • 0% rate change for Refuse • 2.5% CPI increase for Stormwater (recommended by Finance Committee) • 2.0% rate increase for Gas (a reduction from the Finance Committee recommendation of 3%) Due to the COVID-19 pandemic, Council aimed to provide economic relief for residential and commercial customers by directing staff to keep rates flat without compromising the safety and City of Palo Alto Page 14 integrity of the utility systems. pandemic, Council aimed to provide economic relief for residential and commercial customers by directing staff to keep rates flat without compromising the safety and integrity of the utility systems. Council approved of the 2.5 percent CPI increase for Fiber to enable the City to expand the dark fiber network for new commercial and residential customers. Consistent with the 2017 Storm Water Management Fee ballot measure, Council also approved the 2.5 percent CPI increase for Stormwater to keep fund revenues consistent with inflationary cost increases and to provide sufficient funds for planned Stormwater Management capital and operating expenditures. Council approved a 2.0 percent increase for Gas to enable continuation of the cross-bore safety inspection program and PVC gas main replacement project. RECOMMENDED ORDINANCE: COUNCILMEMBER WAIVER OF COMPENSATION In response to the significant budgetary impacts and resource constraints that the City is currently facing, some Councilmembers have inquired if they could stop receiving their City salary during the crisis. Currently, the Municipal Code section 2.04.360 mandates a salary of $1,000 per month for Councilmembers. To address Councilmembers’ inquiries, staff recommend the amendment provided as Attachment E to this report, which would add language allowing Councilmembers to voluntarily waive part, or all, of their salary in line with general state law. Since there are no changes proposed to the amount of Councilmember salaries, this ordinance would take effect 30 days after the second reading and final adoption. SALARY SCHEDULES In addition to the approval of the Table of Organization, the changes in the Fiscal Year 2021 City Manager’s Budget result in amendments to the City’s employee group’s salary schedules and memorandum of agreements or contracts. These reflect changes to classification compensations or changes to add or amend current job classifications for these employee groups. Due to the complexity and the significant changes recommended as a result of cooperative work with our labor groups and management employees to achieve concessions, these actions are provided under separate cover also to be considered by the City Council on June 22, 2020. As discussed earlier, the changes in these contracts such as the management concessions are assumed and incorporated into this budget balancing strategy for adoption. REVIEW OF REFERRAL ITEMS FROM THE FULL CITY COUNCIL During the City Council Budget hearings, the City Council voted to place certain items in the “long-term parking lot.” The list below is reflective of the final referral items from the Budget Hearings that the City Council has directed staff to follow-up with additional work throughout FY 2021. It should be noted that these referrals will need to be prioritized in the context of diminished resources and adverse impacts on service delivery necessitated by the FY 2021 budgetary constraints. 1. Explore changing delivery of services from a dominant fire-oriented model to a dominant medical-oriented model City of Palo Alto Page 15 2. A report or item on the JMZ six months after it opens and what it would look like to eliminate the General Fund Subsidy through a fully cost recoverable program. ADDITIONAL INFORMATIONAL ITEMS INCLUDED A list of reappropriated funds from FY 2020 to FY 2021 for capital project is included as requested in Attachment C. This list reflects timing differences in projects where anticipated unspent funds are needed for project continuation. A majority of these reappropriations were included in the project amounts in the FY 2021 Proposed Capital Budget, and a few updated reappropriation amounts were included in CMR 11376. This list is a summary of the total $88.0 million in expenditure reappropriations as well as $25.8 million in revenue reappropriations. These reappropriations were included as part of the budget rebalancing strategy presented as part of the FY 2021 budget review process with Council. On June 10, 2020, the Planning and Transportation Committee (PTC) reviewed and determined, based on staff representation, that the new projects in the 2020-2025 Capital Improvement Plan are consistent with the City’s current Comprehensive Plan. Attachment D is the letter the PTC wished to transmit to the City Council regarding their review. The transcribed minutes from the meeting are not yet available, but the video recording of the can be found on the MidPen Media Center website: https://midpenmedia.org/planning-transportation-commission-63- 6102020/. Stakeholder Engagement The City Council reviewed these balancing actions to meet the directed FY 2021 revenue loss on May 11 through May 13. Based on these discussion and direction, staff returned to the City Council on May 26 to review a final proposed balancing strategy, with final adoption of the FY 2021 Budget scheduled on June 22,2020. The community was encouraged to engage with the budget process through the scheduled public meetings and an online priorities survey and email the City Council directly. Meeting materials and other budget information can be found on our dedicated webpage at www.cityofpaloalto.org/budget Environmental Review This is not a project under Section 21065 for purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment A - FY 2021 Budget Adoption Ordinance • Attachment A, Exhibit 1 - City Manager's Fiscal Year 2021 Proposed Operating & Capital Budgets & Municipal Fees • Attachment A, Exhibit 2 - Operating Adjustments • Attachment A, Exhibit 3 - Capital Adjustments by Project • Attachment A, Exhibit 4 - Central Adjustments in Various Funds • Attachment A, Exhibit 5 - FY 2021 Table of Organization • Attachment A, Exhibit 6 - Municipal Fee Changes • Attachment B - 6-30-19 OPEB Retiree Healthcare Plan City of Palo Alto Page 16 • Attachment C - Capital Reappropriations • Attachment D - PTC Capital Conformance Letter • Attachment E - Ordinance Amending Section 2.04.360 of the Palo Alto Municipal Code to Allow Council Members a Salary Waiver Option ATTACHMENT A 1 ORDINANCE NO. XXXX ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO ADOPTING THE BUDGET FOR FISCAL YEAR 2021 SECTION 1. The Council of the City of Palo Alto finds and determines as follows: A. Pursuant to the provisions of Section 6(g) of Article IV of the Charter of the City of Palo Alto and Chapter 2.28 of the Palo Alto Municipal Code, the City Manager has prepared and submitted to the City Council, by letter of transmittal, a budget proposal for Fiscal Year 2021; and B. Pursuant to the provisions of Section 12 of Article III of the Charter, the Council did, on June 22, 2020, hold public hearings on the budget after publication of notice in accordance with Section 2.28.070 of the Palo Alto Municipal Code; and C. In accordance with the provisions of Chapter 8 of Division 1, of Title 7, commencing with Section 66016 of the Government Code, as applicable, the Council did on June 22, 2020, hold a public hearing on the proposed amendments to the Municipal Fee Schedule, after publication of notice and after availability of the data supporting the amendments was made available to the public at least 10 days prior to the hearing. SECTION 2. Pursuant to Chapter 2.28 of the Palo Alto Municipal Code, the following documents, collectively referred to as “the budget” are hereby approved and adopted for Fiscal Year 2021: (a) The budget document (Exhibit “1”) containing the proposed operating and capital budgets submitted on April 20, 2020, by the City Manager for Fiscal Year 2021, entitled “City of Palo Alto ‐ City Manager’s Fiscal Year 2021 Proposed Budget” covering General Government Funds, Enterprise Funds, Special Revenue Funds, and Internal Service Funds, a copy of which is on file in the Department of Administrative Services, to which copy reference is hereby made concerning the full particulars thereof, and by such reference is made a part hereof; and (b) The Amendments to the City Manager’s Fiscal Year 2021 Proposed Budget, attached hereto as Exhibit “2”, Exhibit “3”, and Exhibit “4” and made a part hereof; and (c) Changes and revised pages in the Table of Organization, as displayed on pages 339 through 356 in “Exhibit 1,” and amended in Exhibit “5” made a part hereof; and NOT YET ADOPTED ATTACHMENT A 2 (d) Fee changes of the Municipal Fee Schedule attached hereto as Exhibit “6”. SECTION 3. The sums set forth in the budget for the various departments of the City, as herein amended, are hereby appropriated to the uses and purposes set forth therein. SECTION 4. All expenditures made on behalf of the City, directly or through any agency, except those required by state law, shall be made in accordance with the authorization contained in this ordinance and the budget as herein amended. SECTION 5. Appropriations for the Fiscal Year 2020 that are encumbered by approved purchase orders and contracts for which goods or services have not been received or contract completed, and/or for which all payments have not been made, by the last day of the Fiscal Year 2020 shall be carried forward and added to the fund or department appropriations for Fiscal Year 2021. SECTION 6. The City Manager is authorized and directed to make changes in the department and fund totals and summary pages of the budget necessary to reflect the amendments enumerated and aggregated in the budget as shown in Exhibit “2”, Exhibit “3”, and Exhibit “4” and the Fiscal Year 2020 appropriations carried forward as provided in Section 5. SECTION 7. As specified in Section 2.04.320 of the Palo Alto Municipal Code, a majority vote of the City Council is required to adopt this ordinance. SECTION 8. As specified in Section 2.28.140(b) of the Palo Alto Municipal Code, the Council of the City of Palo Alto hereby delegates the authority to invest the City’s funds to the Director of Administrative Services, as Treasurer, in accordance with the City’s Investment Policy for Fiscal Year 2021. SECTION 9. The Council of the City of Palo Alto adopts the changes to the Municipal Fee Schedule as set forth in Exhibit “6”. The amount of the new or increased fees and charges is no more than necessary to cover the reasonable costs of the governmental activity, and the manner in which those costs are allocated to a payer bears a fair and reasonable relationship to the payer’s burden on, or benefits received from, the governmental activity. All new and increased fees shall go into effect immediately; provided that pursuant to Government Code Section 66017, all Planning & Community Environment Department fees relating to a “development project” as defined in Government Code Section 66000 shall become effective sixty (60) days from the date of adoption. SECTION 10. Fees in the Municipal Fee Schedule are for government services provided directly to the payor that are not provided to those not charged. The amount of this fee does not ATTACHMENT A 3 exceed the reasonable costs to the City of providing the services. Consequently, pursuant to Art. XIII C, Section 1(e)(2), such fees are not a tax. SECTION 11. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. SECTION 12. The Council of the City of Palo Alto hereby finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: Enter Date Here AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: _________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: City Attorney City Manager Director of Administrative Services Fiscal Year 2021 City Manager’s Proposed Operating & Capital Budgets and Municipal Fees These documents were originally distributed on April 20, 2020. Printed copies are available upon request for $29 per book (FY 2020 fee). These documents may be viewed at any City of Palo Alto Library or the City’s website: www.cityofpaloalto.org/budget Changes to the Municipal Fee Schedule were distributed in Finance Committee Packet on May 13, 2020. The City Manager’s Staff Report (#11190) can be viewed on the City’s website: www.cityofpaloalto.org/civicax/filebank/documents/76562 − At places memorandum: (Residential Parking Permit Municipal Fees) www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=86391.49&BlobI D=76681 In addition, various at places memorandum and presentations were presented throughout the Finance Committee Hearings in May 2020 to provide additional information. These documents can be found on the City’s budget website under “Budget Hearing Materials”: www.cityofpaloalto.org/budget ATTACHMENT A, EXHIBIT 1 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Administrative Services City's Annual Performance Report Suspension This action reduces staffing recently transferred from the City Auditor's Office to the Office of Management and Budget. This will require that the production of City's annual Performance Report be suspended. 1.0 FTE Senior Performance Auditor will be frozen. -$ Salaries & Benefits (169,343)$ Administrative Services Purchasing Staff Reorganization and Service Reduction This action reduces resources in the procurement division by reducing 0.5 FTE Administrative Associate and 0.4 FTE Contract Administrator. This action will require the review of purchasing policies and requirements to allow for efficiencies in solicitation cycle time, such as changing levels for competitive solicitations or partially decentralizing low dollar items to departments. This may result in delays, decentralization, and increased risk because of a loss in oversight of procurement processes and adherence to the municipal code. -$ Salaries & Benefits (185,582)$ Administrative Services Accounting and Revenue Collections Reorganization This action reorganizes resources in revenue collections and accounting, reduces customer service counter hours, increases wait times, and reduces customer service overall. Staff will explore shifting revenue collection functions to an electronic or online platform to achieve efficiencies where possible. Printing of checks will happen every two weeks, and payment inquiries from vendors and city staff will take longer to resolve. 2.0 FTE Accounting Specialist will be eliminated across all funds as a result of this action. -$ Salaries & Benefits (147,786)$ Attorney Legal Services Staffing Reduction This action reduces 0.50 FTE Legal Fellow in the City Attorney's Office. This will curtail prosecution of municipal citations, code enforcement support, and public records response, and lengthen response times to new initiatives. -$ Salaries & Benefits (81,171)$ Attorney Travel, Training, and Supply Expense Reductions This action reduces the department's travel, training, and office supply budget from $89,000. This will reduce the department's capacity to maintain best practices, training, and pursue professional development opportunities, limit flexibility to take on new administrative projects and duties, and reduce resources available for office work. -$ General Expense; Supplies & Materials (47,342)$ Auditor Audit Services Reduction This action reduces resources in the City Auditor's Office equal to similar internal services reductions. At the direction of the City Council and in coordination with the Council Appointed Officer Committee, staff is currently evaluating the service delivery of the internal audit function and final impacts are to be determined. -$ Salaries & Benefits (165,000)$ Clerk Travel, Training, Supply and Event Expense Reductions This action reduces the department's travel, training, office supply, and special event budget from $103,000. This will reduce the department's capacity to attend training and maintain best practices and professional development opportunities, limit flexibility to take on new administrative projects and duties, and eliminate all board and commission special events. -$ General Expense; Supplies & Materials (10,000)$ Revenues Expenses Attachment A, Exhibit 2 page 1 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Clerk Contract Services Reduction This action reduces the department's contracts budget from $254,350. Contracts being reduced include those for advertising board and commission recruitments, public noticing, radio broadcasting of public meetings, and administrative hearing officers. -$ Contract Services (55,385)$ Council Travel, Training, Supply and Event Expense Reductions This action reduces the department's travel, training, office supply, and special event budget from $55,000. This will reduce the City Council's capacity to travel for City business and reduce the number of special events that the Council can host. -$ General Expense; Supplies & Materials (48,955)$ City Manager's Office Executive Administration Staffing Reduction This action reduces 1.0 FTE Assistant to the City Manager in the City Manager's Office. This will adversely impact the department's ability to implement, manage, or coordinate any new initiatives; work on cross- departmental priorities; respond to Council and community requests; or provide support for public outreach. This position is responsible for special projects, community engagement, and related activities. -$ Salaries & Benefits (218,750)$ City Manager's Office Travel, Training, and Supply Expense Reductions This action reduces the department's travel, training, and office supply budget from $98,000. This will reduce the department's capacity to travel for city business such as regulatory and legislative advocacy and interagency coordination, limit flexibility to take on new administrative projects and duties, and reduce resources available for office work. -$ General Expense; Supplies & Materials (32,000)$ Community Services Administrative Staffing Reduction This action reduces 1.0 Administrative Associate III, 1.0 Assistant Director of Community Services, 1.0 Recreation Superintendent, and 0.48 FTE in part-time staff resources. This will adversely impact the department's ability to support and respond to City Commissions and public inquiries, reduce capacity for marketing and communications, reduce CivicRec oversight and troubleshooting which could impact customers' experience, limit managerial oversight, and delay development of a therapeutic recreation plan. -$ Salaries & Benefits (585,748)$ Community Services Junior Museum and Zoo Operating Plan This action adjusts budgeted revenue and expenses for the new Junior Museum and Zoo (JMZ). Ticket prices are recommended to increase from $10 to $18, and membership rates are recommended to increase from a range of $110-$245 to $150-$430. These actions are consistent with Staff Reports 11222 and 11322 and accompanying at-places memo, as approved by City Council on May 12 and 13, 2020. Increased ticket and membership pricing results in increased annual revenue, but in FY 2021 revenue and expenses are also decreased based on the JMZ opening being delayed from October 2020 to March 2021. Expenses such as hiring new JMZ staff are pro-rated accordingly. With the increased ticket and membership fees, in a full year of operations the JMZ would be budgeted at 85% cost recovery. Corresponding adjustments in the Municipal Fee schedule are recommended to reflect these changes. Charges for Services (46,000)$ Salaries & Benefits (224,991)$ Attachment A, Exhibit 2 page 2 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Community Services Theater Programming and Support Reduction This action reduces programming at the Children's Theatre and reduces support for community theater productions. This action also reduces 1.0 Producer Arts/Science Program and 5.09 FTE of part-time staff resources. This reduces programming at the Palo Alto Children's Theatre (PACT) by limiting to two core productions and several smaller productions, and maintaining smaller groups for classes and camps to allow for social distancing. This action also recognizes reduced revenue for productions to reflect reduced audience sizes necessary for social distancing. Children's Theatre productions serve roughly 100 participants and bring in over 50,000 audience members annually. The Stern Community Theater is used by three local companies who produce approximately 15 productions annually. This action reduces on- site logistical support for community productions and administrative support to other City theaters. Charges for Services; Other Revenue (283,643)$ Various (710,827)$ Community Services Teen Services Reduction This action reduces some teen programs and services that are likely infeasible due to continued social distancing requirements. Impacted programs include some summer camps and a temporary closure of The Drop (teen center at Mitchell Park) through December 2020. This action also recognizes additional revenue from new donations from the Palo Alto Parks & Recreation Foundation and new membership and participation fees for teen programs. This action reduces 1.0 Program Assistant I and 1.44 FTE of part-time staff resources. Corresponding adjustments in the Municipal Fee schedule are recommended. Charges for Services; Other Revenue (52,000)$ Contract Services; Salaries & Benefits (201,590)$ Community Services Art Center Programming Reduction This action reduces programming at the Palo Alto Art Center such as the scope and frequency of exhibitions, visual arts programming, and educational outreach, while retaining studio programs and classes for youth and adults. This action also recognizes the loss of related program revenue partially offset by additional donations from the Palo Alto Art Center Foundation and implementation of fees to several programs/services to improve cost recovery. The Palo Alto Art Center serves approximately 120,000 people each year through programs like free art exhibitions, educational outreach including school tours for Palo Alto Unified School District, art classes and workshops, and art-based summer camps. This action includes a reduction of 0.35 Junior Museum and Zoo Educator, 0.75 Producer Arts/Science Program, 1.0 Program Assistant, and 2.16 FTE of part-time staff resources. Corresponding adjustments in the Municipal Fee schedule are recommended. Charges for Services; Other Revenue (4,623)$ Facilities & Equipment; Contract Services; Salaries & Benefits (452,084)$ Attachment A, Exhibit 2 page 3 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Community Services Community Center Reductions This action reduces operating hours by approximately one to two days per week (schedule TBD) at Mitchell Park Community Center, Lucie Stern Community Center, Cubberley Community Center, and the Palo Alto Art Center. This will result in diminished services across a wide range of activities including responding to customer inquiries, scheduling facility rentals, providing class and camp programming, oversight of invoice payment, and managing custodial needs. This action reduces 2.0 Program Assistant I and 1.27 of part-time FTE staff resources. -$ Salaries & Benefits (282,694)$ Community Services Parks Maintenance Contract Services Reductions This action reduces contracts for maintenance of parks, athletic fields, courts, roadsides, medians, City buildings, community centers, and other facilities by approximately 25%. This will moderately reduce aesthetic maintenance such as clearing of weeds, turf mowing, and playground washing, while still preserving and prioritizing safety-focused maintenance. -$ Contract Services (274,844)$ Community Services Community Program and Event Reductions This action reduces funding for the Know Your Neighbors Grant (KYNG) program and special events such as May Fete and Chili Cook-Off. The KYNG provides grants up to $1,000 to dozens of community members annually for events that support community connections, such as block parties. Staff assigned to the management of these programs will be reassigned to other critical work in the department. Charges for Services (13,542)$ Contract Services; Salaries & Benefits; Supplies & Materials (154,404)$ Community Services Open Space and Recreation Reductions This action reduces ranger coverage in Palo Alto Open Space Preserves and reduces public operating hours of the Lucy Evans Baylands Nature Interpretive Center by 50% (schedule TBD). This includes a reduction of 1.0 Community Services Manager and 0.17 FTE of part-time staff resources. The Interpretive Center is currently open four days per week, houses an array of science and nature exhibits, and is a feature of the curriculum of Palo Alto Unified and Ravenswood School Districts. In FY 2019 Palo Alto's Open Space Preserves received approximately 845,000 visits. This action will result in fewer ranger patrols, delayed response to maintenance such as trail and campsite repairs, decreased capacity for litter removal and group rental site reservation support, and reduced support for science educational opportunities. -$ Contract Services; General Expenses; Salaries & Benefits (243,905)$ Community Services Human Services Funding Adjustments This action eliminates the funding provided to the Santa Clara County Reentry Resource Center ($125,000) and increases one-time funding provided to Youth Community Services' Youth Connectedness Initiative to $50,000. Human services funding remains available through the Human Services Resource Allocation Process (HSRAP) which is maintained at the funding level detailed in the FY 2021 Operating Budget. -$ Contract Services; General Expenses (75,000)$ Attachment A, Exhibit 2 page 4 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Community Services Middle School Athletics and Adult Sports Leagues Revenue Adjustments This action increases the participation fees for Middle School Athletics and Adult Sports Leagues by approximately 25%, from $260 to $325 and from $730 to $913, respectively. If participation remains steady, this action will generate revenue close to cost recovery for City expenses for these programs. Corresponding adjustments in the Municipal Fee Schedule are not recommended as both new values fall within FY 2020 adopted ranges and will remain consistent with levels in the FY 2021 Proposed Municipal Fee Schedule. Charges for Services 100,520$ -$ Fire Fire Inspection and Plan Review This action reduces staffing resources in the Fire Prevention Bureau, which will delay fire inspections, increase wait times and impact customer service overall. This action reduces 2.00 FTE Fire Inspectors in the General Fund, 0.40 FTE in the Fire Department with a corresponding reduction in the Planning and Development Services Department. -$ Salaries & Benefits (93,297)$ Fire First Responder and Ambulance Subscriptions Fee The First Responder Fee would be charged for all EMS calls regardless of transport and would cover cost for initial response for first due engine. This fee would be assessed on insurance companies. The Ambulance Subscription Program is an optional fee for residents and businesses to secure co-pay free ambulance transport. Charges for Services 1,855,000$ -$ Fire Emergency Incident Response Services This action temporarily reduces units when firefighters are on leave, rather than staffing units with overtime; reduces incident response resources and staffing and move towards a brownout flexible staffing model. This action includes reducing 5.0 Fire Fighter EMT positions. Response times and ability to handle concurrent calls will be reduced evenings and weekends, resulting in some calls being handled by the County mutual aid partners. This would require renegotiation of the Fire Services contract with Stanford University. -$ Salaries & Benefits; Contract Services (831,555)$ Fire Fire Administrative and Support Services This action reduces staffing resources where functions will be reassessed and reassigned to increase efficiency and allow for more flexibility in workload and responsibilities. This action reduces 1.0 Administrative Associate II, 1.0 Training Captain, and 0.2 FTE Deputy Director Technical Services that is shared with the Police Department. -$ Salaries & Benefits (412,030)$ Human Resources Human Resources Services Staffing Reductions This action reduces the equivalent of 1.0 FTE staff resources from the Human Resources Department. This will result in reduced administrative and analytical support for assigned programs and functions in the recruitment, employee relations and training, and information systems divisions. -$ Salaries & Benefits (236,001)$ Attachment A, Exhibit 2 page 5 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Library Administrative and Library Staffing Reductions This action reduces staffing for administrative support, information technology, and customer service. This action will decrease availability of Library staff and services such as reference services, readers advisory, public programs, and book clubs; decrease administrative support; increase time for re-circulating materials and responding to customer service inquiries; decrease coverage at Service Desks from two to one staff member; and limit the Library's ability to manage special projects. This action reduces 1.0 Administrative Associate III, 1.0 Assistant Director of Library Services, 1.0 Library Specialist, and 4.14 FTE of part- time staff resources. -$ Salaries & Benefits (718,410)$ Library Reduced Library Hours and Services This action reduces operating hours and/or days at all Library branches. Neighborhood Libraries (Children's, Downtown and College Terrace) will be open 3 days per week and full service libraries (Mitchell Park and Rinconada) will be open 6 days per week. Evening hours will also be eliminated at Rinconada Library, which will close at 6pm every day as opposed to remaining open until 9pm Monday - Thursday. Children's Library will also transition to providing Neighborhood Branch level of service, which includes fewer programs and special events, similar to service levels at the Downtown Library. In FY 2019, the Libraries conducted about 770 program events for Youth ages 0-12; this action is anticipated to result in approximately 200 fewer annual youth programs. The reduced hours of Rinconada Library are expected to increase wait times for community meeting rooms and increase utilization and crowds at Mitchell Park between 6pm - 9pm. This action includes a reduction of 1.0 Library Associate, 2.0 Senior Librarian and 6.27 FTE of part-time staff resources. -$ Salaries & Benefits (694,616)$ Library Travel, Training, and Materials Expense Reductions This action reduces the department's travel and training budget and contracts and reduces the department's new material (books) acquisition budget for two years. This will reduce the department's capacity to attend conferences and pursue other professional development opportunities, decrease the number of new books that can be purchased in response to patron or commission requests, and increase wait time customers experience for new books. Physical book circulation has been trending downward since 2018 while electronic resource utilization is trending upward. -$ Contract Services; General Expenses; Supplies & Materials (241,500)$ Office of Emergency Services Emergency Preparedness Staffing Reduction This action reduces 1.0 Program Assistant II in the Office of Emergency Services. This reduction will result in fewer resources to support the critical infrastructure program, which includes establishing key community contacts, conducting assessments, and maintaining an essential database. Scaling back this program will impact the preparedness of the community and will result in a shortage of trained personnel to perform essential functions during an activation. Staff also anticipates that without a dedicated resource to manage Intrusion Detection Systems (IDS) that performance will decline over time. -$ Salaries & Benefits (98,204)$ Attachment A, Exhibit 2 page 6 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Office of Emergency Services Intrusion Detection Systems (IDS) Reduction This action reduces funding for IDS camera systems along the Caltrain corridor from $440,000 to $380,000; maintaining fiber and monitoring services, and reducing maintenance to essential needs. -$ Contract Services (60,000)$ Office of Transportation Parking Services Staffing Reduction This action reduces 0.48 FTE in part-time staff resources in the Office of Transportation. The department's response times and capacity to review and reconcile parking citation appears in the Residential Preferential Parking program will be adversely impacted. -$ Salaries & Benefits (29,678)$ Office of Transportation Free Shuttle Service Elimination This action eliminates the free Crosstown and Embarcadero Shuttles. Staff previously assigned to the shuttle program will be reassigned to other key transportation projects. The shuttles connect the University Avenue/Downtown to South Palo Alto at Charleston Road and provide peak hour service between the University Avenue Caltrain Station and the Baylands Business Parks east of Highway 101/Embarcadero. This action will reduce free alternative transportation options to residents of and visitors to Palo Alto, including senior citizens and local students. The Crosstown and Embarcadero shuttles provided 104,929 rides in FY 2019. -$ Contract Services (538,333)$ Planning and Development Services Administration and Program Assistance Staffing Reduction This action reduces 1.0 Program Assistant I, 1.0 Senior Planner, a 0.48 FTE of part-time staffing resources, and $180,000 in consultant services in the administrative divisions of Planning and Development Services. Staff's ability to provide administrative, project management, and customer support will be reduced and responses to public record requests delayed. Reductions in other programs and strategic planning are anticipated as workloads are assumed by existing staff. -$ Salaries & Benefits; Contract Services (450,691)$ Planning and Development Services Current Planning and Development Services Front Counter Reduction This action reduces 1.0 Principal Planner, 1.0 Building/Planning Technician, and $436,000 in contract services that process applications (including over the counter permit approval), provide customer service, and schedule projects before the Planning and Transportation Committee (PTC), Architectural Review Board (ARB), and Historic Resources Board (HRB). Significant delays in application processing and customer service response times are expected. Modification to local zoning regulations may be required to streamline application review, reducing the amount of time staff spends on each project and with public engagement. A corresponding reduction is recommended for associated fee revenue. Charges for Services; Other Revenue (486,607)$ Salaries & Benefits; Contract Services (736,897)$ Planning and Development Services Code Enforcement Reduction This action reduces 2.0 Code Enforcement Officer positions, resulting in limited responses to the highest priority health and safety-related cases, and response times will slow. Implementation of the Code Enforcement Audit recommendations will not be prioritized. -$ Salaries & Benefits (264,546)$ Attachment A, Exhibit 2 page 7 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Planning and Development Services Building Inspection and Plan Review Reorganization This action reduces 1.0 Planning Manager and consultant inspection services by 50 percent, and adds 2.0 Building Inspector Specialists (1.0 for a one-year term). This will result in longer lead times for inspections, delayed progress on the Energy Reach Code, and less participation in collaborative efforts such as sustainability, waste reduction, and other priorities. Next day inspections will no longer be an option for most projects. A corresponding reduction is recommended for associated fee revenue. Charges for Services; Permits (1,335,306)$ Salaries & Benefits; Contract Services (401,295)$ Planning and Development Services Fire Inspection and Plan Review Reduction This action reduces 2.0 Fire Inspector positions (0.40 allocated to the Fire Department), 0.48 FTE part-time staffing resources, and consultant services by $78,000 in the Fire Prevention Bureau , which will delay fire inspections, increase wait times and impact customer service overall. A corresponding reduction is recommended for associated fee revenue. Charges for Services; Permits (529,424)$ Salaries & Benefits; Contract Services (531,561)$ Planning and Development Services Green Building Program Reduction This action reduces consulting services for green building programs, energy programs, and customer support. Progress towards these programs are anticipated to slow as a result. A corresponding reduction is recommended for associated fee revenue. Charges for Services; Permits (68,985)$ Contract Services (105,548)$ Planning and Development Services Public Works Development Services Alignment This action reduces $74,000 in consultant services to process applications and reallocates staff (equivalent to 0.70 FTE) from the Public Works division to various funds citywide. This reallocation of staff is recommended to better align with workloads anticipated in FY 2021. A corresponding reduction is recommended for associated fee revenue. Permits (207,162)$ Salaries & Benefits; Contract Services (208,853)$ Planning and Development Services Development Services Reserve Fund (DSRF) This action reduces the DSRF from $500,000 to $0. The DSRF was established in 2018 upon the completion of the most recent fee study and recommended to build and maintain unrestricted funds that could be used to cover unforeseen shortfalls (CMR 8539). At FY 2020 year-end close, $595,000 of the $1.1M reserve was recommended to offset losses in FY 2020 (CMR 11328), leaving a balance of $500,000. The actions in this report will fully exhaust this remaining balance. 500,000$ Reserves Police Reduction in Police Relations This action reduces 1.0 Communications Manager in the Police Department. This will result in the elimination of proactive news releases (for all cases but those that present danger to public safety), completion of the PAPD annual report, Basic and Advanced Citizens Police Academy, and participation in National Night Out. Significant time delays are anticipated for responses to routine press inquiries. -$ Salaries & Benefits (196,465)$ Police Reallocate Position from Police to City Manager's Office This action reallocates 1.0 Police Lieutenant from the Police Department to the City Manager's Office. This resource will be redeployed to evaluate critical staffing gaps and potential recruitments of new employees during the upcoming year. -$ Salaries & Benefits (296,190)$ Attachment A, Exhibit 2 page 8 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Police Patrol Operations This action reduces 6.0 Police Officer positions, 2.0 Community Service Officers (0.13 allocated to Residential Parking Permit Fund), 1.0 Administrative Associate II position, reduces overtime expense by $500,000, and reduces contract services by $57,000 in Police patrol operations. Patrol’s ability to positively impact crime rates, address traffic safety issues, and meet key performance measures for proposed response times to urgent and emergency calls for service will be reduced. Urgent and emergency calls will remain the priority for timely police response to ensure safety during potentially life threatening or higher danger crimes in progress. Patrols response to non-emergency calls for service, directed patrol checks, generalized traffic enforcement activities, and special community engagement events will be eliminated or significantly reduced. Other sworn police personnel will be re- assigned to backfill patrol vacancies as they arise to cover staffing shortages. -$ Salary & Benefits; Overtime; Contract Services (1,822,497)$ Police Technical Services Support This action reduces 1.0 Deputy Director and 1.0 Communications Technician (0.20 allocated to Fire Department) in technical support functions. Administrative and personnel management will be significantly delayed or not occur for this division. Resources that manage radio repairs, inventories, and replacement schedules will no longer be available and potentially need to be outsourced to an outside consultant. -$ Salaries & Benefits (391,139)$ Police Dispatch Services This action reduces 4.0 Public Safety Dispatcher positions, 1.0 Communications Manager, 0.49 FTE in part-time staffing (five positions), and $500,0000 in overtime expenses for Police dispatch operations. This is anticipated to reduce services to 80% of their current levels. This will result in potential impacts to the span of control, longer answer times for 911, and potential outsourcing of non-emergency calls. Time constraints will reduce the ability to provide Emergency Medical Dispatch (EMD) instructions and notifications to specialty teams. Extended answer times for administrative, Utility, and Public Works customers are anticipated and after hours callouts will be limited to emergencies. A corresponding reduction to revenue is recommended for dispatch services provided to Stanford. Charges for Services (131,000)$ Salary & Benefits; Overtime (1,323,353)$ Police Information Management and Records This action reduces 0.29 FTE in part-time staffing resources in the information and records management division related to reporting to other agencies. It is anticipated that all other services will remain intact -$ Salaries & Benefits (24,129)$ Police Reduce Police Investigations This action reduces 2.0 Police Officer positions and 0.08 FTE part-time staffing in the detective division. Staff's ability to follow-up on criminal investigations, conduct surveillance and undercover crime suppression operations, participate in region-wide investigative meetings, and collaborate with other local police agencies will be suspended. Little to no impact is anticipated to the property and evidence unit -$ Salaries & Benefits (345,649)$ Attachment A, Exhibit 2 page 9 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Police Reduce Police Reserve Program This action reduces 0.72 FTE of part-time staffing resources (six positions) and suspends the Police reserve program provided at special events throughout the City. -$ Salaries & Benefits (75,449)$ Police Suspend Traffic Program This action reduces 3.0 Police Officer positions and suspends the specialized traffic program. This will result in a loss of personnel assigned full-time to targeted enforcement of traffic laws, which may result in higher instances of traffic collisions, increased dangerous driving behavior and a reduced police presence in residential neighborhoods. -$ Salaries & Benefits (539,134)$ Police Suspend Parent Project This action eliminates the Parent Project program. As a result, staff anticipates increased calls for service at homes with domestic disturbances and runaways as families will no longer be referred to the program. -$ Contract Services; Supplies & Materials (60,000)$ Police Recruitment This action reduces 1.0 Police Lieutenant position, 0.22 FTE in part-time staffing (two positions), and $103,000 in other expenses in the recruitment division. This will delay the current 18-month recruiting and training cycle for a new sworn employee. -$ Salaries & Benefits; Various Non- Salary (444,039)$ Police Reduce Training This action reduces training from the current 78 total designated hours down to only the mandatory 32 hours of training. Firearm training and qualification will be reduced by 50 percent. -$ Various Non- Salary (103,901)$ Police Animal Control Program This action reduces 1.0 Animal Control Officer, 0.48 FTE in part-time staffing resources, and $5,000 in supplies in the Animal Care division. As a result, some overnight services may be reduced. Collection of fees and fines related to enforcement will be impacted. A corresponding reduction in revenue is recommended for these reductions. Charges for Services (40,372)$ Salaries & Benefits; Supplies & Materials (139,863)$ Public Works San Francisquito Creek Joint Powers Authority (SFJPA) Membership This action includes a one-time increase of $86,000 to cover consultant fees for an environmental assessment on an upstream project, and will increase expenses ongoing for the City of Palo Alto's membership fee ($27,750) with the San Francisquito Creek Joint Powers Authority (SFJPA) which allows the City to participate in the decision-making process for a series of projects to provide flood protection for local residents. The SFJPA is an independent regional government agency founded by three cities and two countywide agencies divided by San Francisquito Creek and united by its watershed and floodplain. This joint agency leads projects along the creek and S.F. Bay to reduce flood threat, enhance ecosystems and recreational opportunities, and connect communities. -$ Contract Services 113,750$ Attachment A, Exhibit 2 page 10 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Public Works Urban Forestry This action will reduce contractual funding for tree trimming services citywide by 50%. Although this reduction will significantly reduce the number of trees trimmed in FY 2021 and FY 2022, it is not anticipated to adversely impact the City's goal of a 7-year average tree trimming cycle. This is because the City is currently ahead of schedule. If the reduction is continued for more than two years, it would impact the cycle time over the medium and long-terms. Management of the contract to maximize tree trimming may result in deferral of other activities such as stump grindings and plantings of replacement trees. -$ General Expenses (654,399)$ Public Works Buildings & Facilities Reductions This action reduces 1.0 Project Manager across all funds (0.65 FTE in the General Fund) for FY 2021 & FY 2022 commensurate with the funding reductions in capital projects. This will realign work capacity to ensure management of the citywide Custodial contract and sufficient staff time to manage the remaining CIPs. -$ Salaries & Benefits (110,642)$ Public Works Public Works Development Services Alignment This action recognizes the reallocation of staffing from the Planning and Development Services Department's Public Works division to the Public Works department. This reallocation of staff will align the position with the anticipated workload for the position. -$ Salaries & Benefits 80,109$ Non- Departmental Cubberley Lease Adjustment The City leases 27 acres from the Palo Alto Unified School District (PAUSD) and offers various services and resources through those facilities including short term and long-term rentals, fields, gyms, and theater, as well as an auditorium. This would require the City and PAUSD to renegotiate the lease and reduce the City’s payments and corresponding use of some of these facilities. The City has already begun initial conversations with PAUSD. Currently the balancing strategy is assuming a net savings of $2.5 million, however this is subject to conversations and final agreement between the two parties. -$ General Expenses (2,500,000)$ Non- Departmental City Council Contingency This action eliminates the City Council Contingency for one year. -$ General Expenses (125,000)$ Non- Departmental Innovation & Special Event Contingency This action eliminates the Innovation & Special Event Contingency for one year. -$ General Expenses (50,000)$ Non- Departmental Human Resources Contingency This action eliminates the Human Resources Contingency for one year. -$ General Expenses (50,000)$ Attachment A, Exhibit 2 page 11 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Non- Departmental Residential Parking Permit (RPP) Administrative Program Revisions This action eliminates the FY 2021 General Fund operating subsidy transfer of $185,000 into the RPP Fund consistent with Staff Report 11322 as approved by City Council on May 13, 2020. This action requires significant changes to the RPP program including transition to License Plate Reader (LPR) enforcement and virtual permitting, a policy change to no longer provide a first permit free to residents (with limited exceptions), and prioritizing the department's work to fix the 'no re- parking' signage issue. These programmatic changes allow the RPP program to return the subsidy to the General Fund and remain solvent. Corresponding revenue and expense adjustments in the RPP Fund are detailed in the Special Revenue Fund section of this document. Corresponding Municipal Fee Schedule adjustments are recommended to reflect the policy change to no longer provide the first annual residential parking permit free; however, the annual cost of the permits will remain consistent with amounts in the FY 2021 Proposed Municipal Fee Schedule. -$ Operating Transfers Out (185,000)$ Non- Departmental Tax and Return on Investment Revenue Decreases This action reflects the direction of the City Council on May 4, 2020 to presume a significant decrease in revenues for Property Taxes, Sales Taxes, Transient Occupancy Tax, Utility Users Tax, Documentary Transfer Tax, and Return on Investments from the levels included in the FY 2021 Proposed Operating Budget. For more detailed information, please refer to City Manager's Report 11315. Various General Fund Tax Revenue (38,793,700)$ -$ Non- Departmental Economically Sensitive Department Revenue Consistent with the direction given by the City Council on May 4, 2020, this action reflects a decrease in various departments' revenues associated with economically sensitive cost-recovery activities for FY 2021 compared to the FY 2021 Proposed Operating Budget. Various General Fund Revenue (5,000,000)$ -$ Attachment A, Exhibit 2 page 12 Non- Departmental Reduce General Fund Base Transfer To Capital This action reduces the General Fund Base transfer to Capital by approximately 50% and includes the additional $2.6 M in reductions in the General Fund Transfer to Capital directed by City Council during the Budget Hearings, as well as $0.7M for sidewalks program. $- Transfer to Infrastructure $ (10,650,000) Non- Departmental Reduce TOT Transfer to Capital Consistent with City Council actions on May 4, 2020, Transient Occupancy Tax (TOT) Transfer to Capital will be reduced with the reduced TOT revenue estimate. $- Transfer to Infrastructure (8,455,000)$ ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Non- Departmental Reserve: COVID-19 Recovery This action establishes a reserve for future COVID-19 impacts that may need to be addressed in FY 2021. Staff will return to Council by the second quarter of FY 2021 to discuss options for using this funding as directed by the City Council on May 26, 2020. -$ General Expenses 744,000$ Non- Departmental COVID-19 Recovery: Contact Tracing This action recognizes $450,000 in one-time funding to support efforts in tracing the contacts of those who have been diagnosed with COVID- 19 as requested by the Santa Clara County. The County has requested staffing assistance for these efforts as we move into the different phases of recovery. This estimate for funding equates to 50% of the most conservative cost estimate. -$ Contract Services 450,000$ Non- Departmental COVID-19 Recovery: Business and Communications Support This action appropriates funding for three to six months of business and communications support to help navigate the expected near-term impacts of the COVID-19 Public Health Emergency. -$ Contract Services 150,000$ Non- Departmental COVID-19 Recovery: Workplace Restoration This action appropriates funding for restoring the workplace to ensure it is a safe environment for customers and employees. These funds will ensure that the City can align with the directives of the County Health Order, including social distancing, to address the COVID-19 public health emergency. -$ Contract Services 350,000$ Non- Departmental Litigation Reserve This action establishes a litigation reserve of $1.0 million in keeping with the City's practice of proactively setting aside funds for dispute resolution. -$ Contract Services 1,000,000$ Non- Departmental Implementation Costs Associated with Balancing Strategy This action appropriates $1.1 million in FY 2021 since some actions cannot be fully implemented immediately, especially it is expected that employee separations will continue into the first quarter of FY 2021. -$ General Expenses 1,055,000$ Attachment A, Exhibit 2 page 13 ATTACHMENT A, EXHIBIT 2 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Department Category Adjustment Category Adjustment GENERAL FUND (102 & 103) Revenues Expenses Various Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (2,257,948)$ Various Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (527,112)$ Various Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (417,917)$ Various General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (68,405)$ Various Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,319,936)$ Various Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (88,161)$ Various Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (253,718)$ Various Vehicle Maintenance & Replacement (VRM) Fund Reductions This action reflects the combined impact from adjustments to allocated charges for vehicle replacements as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,275,491)$ Fund Balance Adjustment to Fund Balance (Budget Stabilization Reserve) This action adjusts the General Fund Budget Stabilization Reserve to offset the actions recommended in this report. -$ Fund Balance/ Reserves (2,708,750)$ GENERAL FUND (102 & 103) SUBTOTAL (44,536,844)$ (44,536,844)$ Attachment A, Exhibit 2 page 14 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CALIFORNIA AVENUE FUND (237) Office of Transportation Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (3,782)$ Office of Transportation Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (344)$ Office of Transportation Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (417)$ Office of Transportation General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (135)$ Office of Transportation Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (3,042)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 7,721$ CALIFORNIA AVENUE FUND (237) SUBTOTAL -$ -$ COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUND (232) Planning and Development Services Community Development Block Grant (CDBG) This action adjusts CDBG allocations to align with the revised funding plan approved by the Finance Committee at the May 5, 2020 hearing, including a $294,909 grant received from the Coronavirus Aid, Relief, and Economic Security act (CARES) (CMR 11148). An additional technical adjustment of $757 is recommended to align expenditures that were inadvertently misstated in the Proposed Budget. Federal Revenues 294,909$ General Expense 294,152$ Planning and Development Services Program Administration This is a technical correction to adjust temporary salaries to align with grant approved funding levels for program administration. -$ Salaries & Benefits 388$ Planning and Development Services Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (283)$ Planning and Development Services General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (105)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/Reserv es 757$ COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) FUND (232) SUBTOTAL 294,909$ 294,909$ CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Attachment A, Exhibit 2 page 15 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses GAS TAX FUND (231) Public Works Street Improvement Fund Adjustment This action reduces the revenue estimate for state gas tax by $220,000, from $3.06M to $2.84M, based on updated estimates released by the State Department of Finance in May. State Revenues (219,606)$ -$ Public Works Transfer to Capital Improvement Fund This action reduces the transfer to the Capital Improvement Fund to align with lower than anticipated state gas tax revenues and ensure the fund's solvency. In total, the transfer from the Gas Tax Fund to the Capital Improvement Fund will be reduced by $120,000, from $2.7M to $2.6M, including $10,000 to Safe Routes to School (from $100,000 to $90,000), and $110,000 to Street Maintenance (from $1.3M to $1.2M). -$ Transfers-out (120,000)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (99,606)$ GAS TAX FUND (231) SUBTOTAL (219,606)$ (219,606)$ HOUSING IN-LIEU/RESIDENTIAL FUND (233) Planning and Development Services Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (72)$ Planning and Development Services General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (27)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 99$ HOUSING IN-LIEU/RESIDENTIAL FUND (233) SUBTOTAL -$ -$ HOUSING IN-LIEU/COMMERCIAL FUND (234) Planning and Development Services Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (72)$ Planning and Development Services General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (27)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 99$ HOUSING IN-LIEU/COMMERCIAL FUND (234) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 16 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses PUBLIC ART FUND (207) Community Services Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (12,774)$ Community Services Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (417)$ Community Services General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (88)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 13,280$ PUBLIC ART FUND (207) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 17 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses RESIDENTIAL PARKING PERMIT (RPP) FUND (239) Administrative Services Accounting and Revenue Collections Reorganization This action reorganizes resources in revenue collections and accounting, reduces customer service counter hours, increases wait times, and reduces customer service overall. Staff will explore shifting revenue collection functions to an electronic or online platform to achieve efficiencies where possible. Printing of checks will happen every two weeks, and payment inquiries from vendors and city staff will take longer to resolve. 2.0 FTE Accounting Specialist will be eliminated across all funds as a result of this action. -$ Salaries & Benefits (52,752)$ Office of Transportation RPP Parking Administrative Program Revisions This action eliminates the FY 2021 General Fund (GF) operating subsidy transfer of $185,000 into the RPP Fund and executes other revenue and expense adjustments consistent with Staff Report 11322 and accompanying at-places memo, as approved by City Council on May 13, 2020. This action requires significant changes to the RPP program including a proposed transition to License Plate Reader (LPR) enforcement and virtual permitting, a policy change to no longer provide a first permit free to residents (with limited exceptions), as well as other program updates such as the department's work to fix the 'no re-parking' signage issue. These programmatic changes were recommended to allow the RPP to return the subsidy to the GF and remain solvent. These changes require corresponding revenue and expense adjustments, such as lower contract services funding and increased permit sales revenue. As start-up costs of some changes such as implementation of LPR are not known at this time, OOT has input estimates and will return to Council to refine expense and savings estimates at Midyear FY 2021, if necessary. Corresponding Municipal Fee Schedule adjustments are recommended to reflect the policy change to no longer provide the first annual residential parking permit free, although the annual cost of such permits is not recommended to change in FY 2021. Permits and Licenses; Other Revenue 79,000$ Contract Services (256,800)$ Office of Transportation Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (11,662)$ Office of Transportation Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (866)$ Office of Transportation Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (722)$ Office of Transportation General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (268)$ Attachment A, Exhibit 2 page 18 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Office of Transportation Vehicle Maintenance & Replacement (VRM) Fund Reductions This action reflects the combined impact from adjustments to allocated charges for vehicle replacements as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,307)$ Office of Transportation Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (297)$ Police Patrol Operations This action reduces 2.0 Community Service Officers (equivalent of 0.13 FTE) in the RPP Fund as part of citywide reductions in Patrol Operations. In total, 8.0 Community Services Officers (equivalent of 0.50 FTE) collectively provide enforcement services in the College Terrace district. The positions recommended for reduction are currently vacant and services maintained by existing officers; therefore, staff does not anticipate impacts to enforcement in FY 2021. -$ Salaries & Benefits (14,031)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 417,706$ RESIDENTIAL PARKING PERMIT (RPP) FUND (239) SUBTOTAL 79,000$ 79,000$ Attachment A, Exhibit 2 page 19 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment SPECIAL REVENUE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses UNIVERSITY AVENUE FUND (236) Office of Transportation Transportation Management Association Funding Reduction This action reduces funding to the Palo Alto Transportation Management Association (TMA) from the baseline FY 2021 proposed level of $750,000. This is consistent with City Council direction approved on May 26, 2020 and with the updated funding request from the TMA on May 21, 2020. -$ (297,000)$ Office of Transportation COVID-19 Business Support This action reallocates funding previously budgeted for the TMA to be used to support city-wide business recovery as a result of impacts from COVID-19. -$ 297,000$ Office of Transportation Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (7,608)$ Office of Transportation Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (1,446)$ Office of Transportation Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (1,680)$ Office of Transportation General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (654)$ Office of Transportation Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (15,062)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 26,449$ UNIVERSITY AVENUE FUND (236) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 20 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment CAPITAL IMPROVEMENT FUNDS CAPITAL IMPROVEMENT FUND (471) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. Capital 3,471,529$ Capital (2,958,168)$ Public Works Streets & Sidewalks Program Reductions This action reduces 1.0 Associate Engineer and 0.48 General Laborer -H, resulting in a reduction to street maintenance work and scaling back sidewalk work to only emergency repairs. The implications of this deferred maintenance include, but are not limited to, increased cost and scope for sidewalk replacement and repairs in the future and a possible increase in emergency repair needs. -$ Salaries & Benefits (188,207)$ Public Works Buildings & Facilities Reductions This action reduces 1.0 Project Manager across all funds (0.65 FTE in the General Fund) for FY 2021 & FY 2022 commensurate with the funding reductions in capital projects. This will realign work capacity to ensure management of the citywide Custodial contract and sufficient staff time to manage the remaining CIPs. -$ Salaries & Benefits (59,577)$ Public Works Capital Projects General Fund Buildings & Facilities Reductions This action reduces 1.0 Engineer and will result in reduced ability of the department to implement capital projects. -$ Salaries & Benefits (166,171)$ Public Works Public Works Development Services Alignment This action recognizes the reallocation of staffing from the Planning and Development Services Department's Public Works division to the Public Works department. This reallocation of staff will align the position with the anticipated workload for the position. -$ Salaries & Benefits 27,560$ Capital Transfers from General Fund This action reduces the General Fund Base transfer by approximately 50% and includes the additional $2.6 million in reductions in the General Fund Transfer to Capital directed by City Council during the Budget Hearings ($10.7 million). In addition, consistent with recommendations to Council on May 4, 2020, the transfer of Transient Occupancy Tax (TOT) funding from the General Fund will be reduced ($8.5 million). Transfers In (19,105,000)$ -$ Capital Transfer from Gas Tax Fund This action reduces the transfer from the Gas Tax Fund to align with lower than anticipated state gas tax revenues and ensure the fund's solvency. In total, the transfer will be reduced by $120,000, from $2.7M to $2.6M, including $10,000 to Safe Routes to School (from $100,000 to $90,000), and $110,000 to Street Maintenance (from $1.3M to $1.2M). Transfers In (110,000)$ -$ Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (166,769)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (15,586)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (16,397)$ CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Attachment A, Exhibit 2 page 21 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment CAPITAL IMPROVEMENT FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (7,063)$ Various Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,448)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (12)$ Fund Balance Adjustment to Fund Balance (Infrastructure Reserve) This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (12,191,633)$ CAPITAL IMPROVEMENT FUND (471) SUBTOTAL (15,743,471)$ (15,743,471)$ CUBBERLEY INFRASTRUCTURE FUND (472) Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salaries & Benefits (2,284)$ Fund Balance Adjustment to Fund Balance (Infrastructure Reserve) This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 2,284$ CUBBERLEY INFRASTRUCTURE FUND (472) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 22 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS AIRPORT FUND (530) Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (44,325)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (2,606)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (2,368)$ Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (1,100)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (7,914)$ Public Works Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (541)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (6,500)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 65,354$ AIRPORT FUND (530) SUBTOTAL -$ -$ CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Attachment A, Exhibit 2 page 23 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses ELECTRIC FUND (513 & 523) Capital Capital Improvement Project Reappropriations -$ Contract 1,831,915$ Utilities This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. Electric Rates at 0% and Staffing Resource Reduction for FY 2021 This action will maintain a 0% rate change for FY 2021. In addition to projected load loss, maintaining a zero electric rate change will result in revenue losses of approximately $18 million and the reduction of the Electric Fund's respective portion of the following positions which are budgeted throughout the Utilities Funds: 1.0 Utilities Chief Operating Officer; 1.0 Assistant Director, Utilities Engineering; 1.0 Business Analyst; 1.0 Utilities Supervisor; 1.0 Substation Electrician. A portion of the revenue loss will be offset by fewer commodity purchases due to load loss. Additionally, this action reduces staffing, which are anticipated to have minimal short-term impacts, however, may delay implementation of advanced meter infrastructure and building electrification. The City will also have to defer some underground rebuild capital improvement projects to maintain reserves at the target level; these are detailed in expenses reported in the Capital information of Attachment A, Exhibit 3. Impact to other funds are detailed in Attachment A, Exhibit 4. (9,000,000) Services Net Sales $ (18,203,817) Utility Purchase $ Utilities Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (227,930)$ Utilities Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (20,043)$ Utilities Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (93,265)$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (50,364)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (8,654)$ Utilities Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (3,486)$ Utilities Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,065)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (10,630,926)$ ELECTRIC FUND (513 & 523) SUBTOTAL (18,203,817)$ (18,203,817)$ Attachment A, Exhibit 2 page 24 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses FIBER OPTICS FUND (533) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. -$ Contract Services 775,000$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,531)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (607)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (770,862)$ FIBER OPTICS FUND (533) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 25 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses GAS FUND (514 & 524) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. -$ Contract Services (3,850,001)$ Utilities Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (179,410)$ Utilities Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,685)$ Utilities Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (40,393)$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (21,314)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,662)$ Utilities Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (2,101)$ Utilities Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (48)$ Utilities Gas Rate Increase of 2% and Staffing Resource Reduction for FY 2021 This action will increase the gas rate by 2%, which enables the City to continue the cross-bore safety inspection program and PVC gas main replacement capital project. In order to maintain Gas fund reserves within acceptable target levels, the City will reduce the scope of the gas main replacement project GS-13001 by 30%, or approximately $3.0 million, detailed in expenses reported in the Capital information of Attachment A, Exhibit 2. Additionally, this action reduces staffing resources, which is anticipated to have minimal short-term impacts, however this may delay implementation of advanced meter infrastructure and gas meter replacements. The reduction of Gas Fund's portion of the following positions throughout the Utilities Funds is a result of this action: 1.0 Utilities Chief Operating Officer; 1.0 Assistant Director, Utilities Engineering; 1.0 Business Analyst; 1.0 Utilities Supervisor; 1.0 Substation Electrician. Impact to other funds are detailed in Attachment A, Exhibit 4. Net Sales (2,173,364)$ Utility Purchase (574,000)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 2,501,250$ GAS FUND (514 & 524) SUBTOTAL (2,173,364)$ (2,173,364)$ Attachment A, Exhibit 2 page 26 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (85,355)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (13,080)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (6,925)$ Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,218)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (52,703)$ Public Works Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,199)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,865)$ Public Works Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (58,691)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 223,036$ REFUSE FUND (525) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 27 REFUSE FUND (525) ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses STORM DRAINAGE FUND (528) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. -$ Contract Services 5,000$ Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (51,646)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (8,921)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (6,056)$ Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (2,814)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (37,461)$ Public Works Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (1,112)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (5,348)$ Public Works Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (89,839)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 198,197$ STORM DRAINAGE FUND (528) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 28 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses UTILITIES ADMINISTRATION FUND (521) Utilities Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (124,380)$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (9,399)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (1,615)$ Utilities Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (707,568)$ Utilities Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (6,211)$ Utilities Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (7,589)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 856,762$ UTILITIES ADMINISTRATION FUND (521) SUBTOTAL -$ -$ Attachment A, Exhibit 2 page 29 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses WASTEWATER COLLECTION FUND (527) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. 600,000$ Contract Services 316,424$ Utilities Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (117,130)$ Utilities Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (553)$ Utilities Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (15,586)$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (11,913)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (2,047)$ Utilities Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (250)$ Utilities Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (87)$ Utilities Wastewater Rates at 0% and Staffing Resource Reduction for FY 2021 This action will maintain wastewater rates at 0% and offset potential revenue losses by reducing the linear footage of main replacement projects and/or delay future construction of sewer main replacement project WC-17001. This would decrease expenses, detailed in the Capital Information of Attachment A, Exhibit 2, by approximately $700,000. Additionally, this action reduces the Wastewater Collection Fund's respective portions of the following positions which are allocated throughout the Utilities Funds: 1.0 Utilities Chief Operating Officer; 1.0 Assistant Director, Utilities Engineering; 1.0 Business Analyst; 1.0 Utilities Supervisor; 1.0 Substation Electrician. Impact to other funds are detailed in Attachment A, Exhibit 4. Net Sales (878,106)$ Utility Purchase (6,038)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (440,926)$ WASTEWATER COLLECTION FUND (527) SUBTOTAL (278,106)$ (278,106)$ Attachment A, Exhibit 2 page 30 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses WASTEWATER TREATMENT FUND (526) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. Revenue from Other Agencies 19,208,000$ Contract Services 13,366,025$ Public Works Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (43,378)$ Public Works Public Works Development Services Alignment This action recognizes the reallocation of staffing from the Planning and Development Services Department's Public Works division to the Public Works department. This reallocation of staff will align the position with the anticipated workload for the position. -$ Salaries & Benefits 27,184$ Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (239,062)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (50,867)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (31,629)$ Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (14,699)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (208,829)$ Public Works Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (2,614)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (159,106)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 6,564,975$ WASTEWATER TREATMENT FUND (526) SUBTOTAL 19,208,000$ 19,208,000$ Attachment A, Exhibit 2 page 31 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses WATER FUND (522) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. 865,666$ 5,293,357$ Utilities Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (40,448)$ Utilities Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (144,852)$ Utilities Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (1,107)$ Utilities Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (25,509)$ Utilities Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (20,663)$ Utilities General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,550)$ Utilities Water Rates at 0% and Staffing Resource Reduction for FY 2021 This action will maintain a 0% rate increase for FY 2021 and FY 2022, in alignment with the San Francisco Public Utilities Commission (SFPUC) projection of 0% water supply rate increases until FY 2023. Due to past capital improvement project deferrals, the City has adequate Water Fund reserves to absorb the anticipated decrease in revenues, which would be partially offset by projected load losses. Additionally, the City would still be able to continue to complete the seismic water tank replacement and water main replacements in FY 2021. This action also reduces the Water Fund's respective portions of the following staff resources that are budgeted throughout the Utility Funds: 1.0 Utilities Chief Operating Officer; 1.0 Assistant Director, Utilities Engineering; 1.0 Business Analyst; 1.0 Utilities Supervisor; 1.0 Substation Electrician. These are anticipated to have minimal short-term impact, however this may delay implementation of advanced meter infrastructure and water meter replacements. Impact to other funds are detailed in Attachment A, Exhibit 4. Net Sales (2,022,430)$ Utility Purchase (750,000)$ Utilities Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (2,075)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (5,463,993)$ WATER FUND (522) SUBTOTAL (1,156,764)$ (1,158,839)$ Attachment A, Exhibit 2 page 32 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS GENERAL BENEFITS FUND (687) Non-Departmental Charges to Other Funds/Retirement Expense This one-time action decreases the estimate for charges to other funds by $406,000 due to labor concessions in the Management group in FY 2021. In total, the Management concessions generate salary and benefit savings of $3.5M ($2.3M in the General Fund). Of this amount, $406,000 ($258,000 in the General Fund) is attributable to pension costs that are calculated as a percentage of payroll, including normal cost, employee share, and supplemental contributions. The General Benefits Fund acts as a pass-through for pension costs; therefore, a reduction to the department allocation and the associated expense for pension is recommended. Corresponding actions are recommended in this report and detailed in Attachment A, Exhibit 4 to distribute savings across the City. (405,595)$ (405,595)$ Non-Departmental Transfer To Retiree Health Benefits Fund This action decreases the transfer from the General Benefit Fund to the Retiree Healthcare Fund to align the implied subsidy with the most recent actuarial valuation performed by Bartel Associates that reduced the subsidy from 2.38M to $2.35M in FY 2021 (CMR 11284). The implied subsidy recognizes the higher cost of medical services for retirees, which is reduced from the active employees’ health care costs in the General Benefits Fund and transferred to the Retiree Health Benefit fund for retiree medical costs. A corresponding increase to active employee healthcare costs is also recommended in this report. -$ (37,000)$ Non-Departmental Health Benefit Expense This action increases active employee healthcare costs in the General Benefit Fund to align the implied subsidy with the most recent actuarial valuation performed by Bartel Associates that reduced the subsidy from 2.38M to $2.35M in FY 2021 (CMR 11284). The implied subsidy recognizes the higher cost of medical services for retirees, which is reduced from the active employees’ health care costs in the General Benefits Fund and transferred to the Retiree Health Benefit fund for retiree medical costs. A corresponding reduction to the transfer is also recommended in this report. -$ 37,000$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves -$ GENERAL BENEFITS FUND (687) SUBTOTAL (405,595)$ (405,595)$ GENERAL LIABILITY INSURANCE FUND (689) Non-Departmental Charges to Other Funds This one-time action decreases the estimate for charges to other funds by $125,000 ($68,000 in the General Fund) and is offset by a decrease in accumulated fund balance in the General Liability Fund. Staff will continue to proactively monitor and analyze the General Liability Insurance Fund throughout FY 2021 to ensure it remains resourced appropriately and that the risk is appropriately managed. Corresponding actions are recommended in this report and detailed in Attachment A, Exhibit 4 to distribute savings across the City. (125,000)$ -$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (125,000)$ GENERAL LIABILITY INSURANCE FUND (689) SUBTOTAL (125,000)$ (125,000)$ CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Attachment A, Exhibit 2 page 33 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses PRINTING AND MAILING FUND (683) Administrative Services Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outline in Attachment A, Exhibit 4. -$ Allocated Charges (1,307)$ Administrative Services Printing Services This action restructures the City's printing services through a reduction in costs by $110,000. Staff is evaluating adjustments to the City's copier leases. The General Fund portion of these savings is anticipated to be approximately $88,000 based on the allocation of printing costs across the City. Impacts to various citywide funds are detailed in Attachment A, Exhibit 4. Allocated Charges (110,000)$ (110,000)$ Non-Departmental Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ (1,676)$ Non-Departmental Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ (852)$ Non-Departmental Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ (614)$ Non-Departmental General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ (91)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (8,816)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 13,356$ PRINTING AND MAILING FUND (683) SUBTOTAL (110,000)$ (110,000)$ Attachment A, Exhibit 2 page 34 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses RETIREE HEALTH BENEFITS FUND (694) Non-Departmental Charges to Other Funds/Retirement Premium Expense This action decreases the estimate for charges to other funds by $826,000 ($527,000 in the General Fund) to align department allocations for Retiree Healthcare costs with the most recent actuarial valuation performed by Bartel Associates. Consistent with the direction approved by the Finance Committee on May 5, 2020 the allocated charges will now be aligned with funding contributions presuming a 6.25 percent Discount Rate (CMR 11284). Corresponding actions are recommended in this report and detailed in Attachment A, Exhibit 4 to distribute savings across the City. (826,000)$ (826,000)$ Non-Departmental Transfer From General Benefits Fund/Health Benefit Expense This action decreases the transfer from the General Benefit Fund to the Retiree Healthcare Fund to align the implied subsidy with the most recent actuarial valuation performed by Bartel Associates that reduced the subsidy from 2.38M to $2.35M in FY 2021 (CMR 11284). The implied subsidy recognizes the higher cost of medical services for retirees, which is reduced from the active employees’ health care costs in the General Benefits Funds and transferred to the Retiree Health Benefits fund for retiree medical costs. A corresponding reduction to retiree healthcare costs is also recommended in this report. (37,000)$ (37,000)$ RETIREE HEALTH BENEFITS FUND (694) SUBTOTAL (863,000)$ (863,000)$ TECHNOLOGY FUND (682) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. Charges to Other Funds (46,000)$ Contract Services (2,157,463)$ Information Technology Recognize Accumulated Savings in IT Fund Balance This action recognizes anticipated savings resulting from FY 2020 Vacancy Savings and funding for equipment replacements that has accumulated to subsidize payments from all funds to the Information Technology Fund on a one-time basis in FY 2021. This will result in savings in IT allocated charges in the General Fund and Other Funds and decrease the fund balance in the Information Technology Fund. Since this action does not decrease expenses in the IT Fund consistent with revenue decreases, the revenue and expense adjustments for all funds are much closer aligned than other actions. This action reflects the combined impact from adjustments to Information Technology reductions as outlined in Attachment A, Exhibit 4. Charges to Other Funds (682,113)$ -$ Information Technology Printing Services Adjustment This action reflects the combined impact from adjustments to allocated charges for printing services as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (506)$ Information Technology Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (997)$ Information Technology Vehicle Replacement Program Reductions This action reflects the combined impact from adjustments to Vehicle Replacement Program reductions as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (4,632)$ Information Technology Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (453,765)$ Attachment A, Exhibit 2 page 35 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses Information Technology Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (20,698)$ Information Technology Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (15,658)$ Information Technology General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,109)$ Information Technology Position Eliminations, Deferral of Hiring, and Reduction in Department Training This action reduces and defers the hiring of staff including 1.0 Director, Information Technology, 2.0 Senior Technologists, and 1.0 Technologist. This budget impact will result in decreased response time for internal work orders and delays in projects support and management across the organization. Charges to Other Funds (923,256)$ Salary & Benefits (923,256)$ Information Technology Reduction in Software and Equipment Support This action reduces the Citywide allocation for software replacement and may result in use of reserves or a resource impact to a department where replacement costs have not fully amortized. This reduction also contains costs that are no longer needed due to the City moving to an alternative platform, equipment being taken out of service, or alternative service delivery models being utilized. Charges to Other Funds (790,881)$ Contract Services (790,881)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves 1,928,715$ TECHNOLOGY FUND (682) SUBTOTAL (2,442,250)$ (2,442,250)$ Attachment A, Exhibit 2 page 36 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses VEHICLE REPLACEMENT FUND (681) Capital Capital Improvement Project Reappropriations This action reflects the combined impact from adjustments to projects as outlined in Attachment A, Exhibit 3. -$ Contract Services (1,786,000)$ Public Works Vehicle Maintenance & Replacement (VRM) Fund Reductions This action will reduce vehicle replacements and resources, including 1.0 Motor Equipment Mechanic II, for FY 2021 & FY 2022. This will limit vehicle replacements in FY21 & FY22 to only regulatory or serious maintenance issues, resulting in an increase in backlog and the need to catch up to the replacement schedule in the future. Impacts to various citywide funds are detailed in Attachment A, Exhibit 4. (2,142,660)$ Allocated Charges (127,067)$ Public Works Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (47,357)$ Public Works Retiree Health Adjustment This action reflects the combined impact from adjustments to healthcare charges for Retirees as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (8,870)$ Public Works Workers' Compensation Adjustment This action reflects the combined impact from adjustments to salary and benefit charges for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (6,587)$ Public Works General Liability Insurance Adjustment This action reflects the combined impact from adjustments to allocated charge for general liability insurance as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (3,061)$ Public Works Utilities Adjustment This action reflects the combined impact from adjustments to allocated charges for utilities as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (7,529)$ Public Works Information Technology Adjustment This action reflects the combined impact from adjustments to allocated charges for information technology as outlined in Attachment A, Exhibit 4. -$ Allocated Charges (53,023)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (103,166)$ VEHICLE REPLACEMENT FUND (681) SUBTOTAL (2,142,660)$ (2,142,660)$ Attachment A, Exhibit 2 page 37 ATTACHMENT A, EXHIBIT 2 Department Category Adjustment Category Adjustment INTERNAL SERVICE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED BUDGET Revenues Expenses WORKERS' COMPENSATION FUND (688) Non-Departmental Charges to Other Funds This one-time action decreases the estimate for charges to other funds by $625,000 ($418,000 in the General Fund) and is offset by a decrease in accumulated fund balance in the Workers' Compensation Fund. Staff will continue to proactively monitor and analyze the Workers' Compensation Fund throughout FY 2021 to ensure it remains resourced appropriately and that the risk is appropriately managed. Corresponding actions are recommended in this report and detailed in Attachment A, Exhibit 4 to distribute savings across the City. (625,000)$ -$ Non-Departmental Management Concessions This action reflects the combined impact from adjustments to salary and benefit charges for Management group labor concessions as outlined in Attachment A, Exhibit 4. -$ Salary & Benefits (13,635)$ Fund Balance Adjustment to Fund Balance This action adjusts the fund balance to offset adjustments recommended in this report. -$ Fund Balance/ Reserves (611,365)$ WORKERS' COMPENSATION FUND (688) SUBTOTAL (625,000)$ (625,000)$ Attachment A, Exhibit 2 page 38 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding AC-86017 Art In Public Spaces $ - $ (122,770) $ - $ 67,115 $ - $ 2,748,081 PF-93009 Americans With Disabilities Act Compliance $ - $ (200,000) $ - $ (200,000) $ - $ 2,161,026 PG-06001 Athletic Courts Resurfacing $ - $ 91,535 $ - $ 37,375 $ - $ 1,457,975 PG-19001 Baylands Athletic Center 10.5 Acre Expansion Plan $ - $ (81,400) $ - $ (81,400) $ - $ - PE-17006 Baylands Flood Protection Levee Improvements $ - $ (1,098,600) $ - $ (1,098,600) $ - $ - PG-06003 Benches, Signage, Walkways, Perimeter Landscaping, and Site Amenities $ - $ 23,099 $ - $ 23,099 $ - $ 1,251,619 PL-04010 Bicycle and Pedestrian Transportation Plan Implementation $ - $ (1,000,000) $ - $ (4,000,000) $ 2,400,000 $ 7,323,595 PE-19003 Birch Street Improvements $ - $ - $ 1,500,000 $ 2,400,000 $ 1,500,000 $ 2,400,000 PF-01003 Building Systems Improvements $ - $ (300,000) $ - $ (300,000) $ - $ 1,433,637 PE-18006 Byxbee Park Completion $ - $ (300,000) $ - $ (300,000) $ 2,400,000 $ 2,881,146 PG-14002 Cameron Park Improvements $ - $ 20,000 $ - $ 20,000 $ - $ 217,800 AS-10000 Capital Improvement Fund Administration $ - $ 471,140 $ - $ 2,006,696 $ - $ 14,790,565 FD-20000 Cardiac Monitor Replacement $ 7,000 $ 42,000 $ 7,000 $ 42,000 $ 7,000 $ 42,000 PE-13011 Charleston/Arastradero Corridor Project $ - $ 5,800,000 $ - $ 5,800,000 $ 1,303,710 $ 5,800,000 PE-09003 City Facility Parking Lot Maintenance $ - $ (400,000) $ - $ (400,000) $ 100,000 $ 1,142,641 PG-18001 Dog Park Installation and Renovation $ 150,000 $ - $ 150,000 $ - $ 450,000 $ 590,400 CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total CAPITAL IMPROVEMENT FUND Attachment A, Exhibit 3 Page 1 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total PE-13017 El Camino Median Landscape Improvements $ - $ (108,300) $ - $ (1,009,800) $ - $ - PL-15001 Embarcadero Road at El Camino Improvements $ - $ - $ - $ (7,426,600) $ - $ - PL-19000 Emergency Vehicle Traffic Signal Preemption System Pilot $ - $ 60,000 $ - $ 60,000 $ - $ 60,000 PF-02022 Facility Interior Finishes Replacement $ - $ (400,000) $ - $ (400,000) $ 413,000 $ 1,773,217 FD-14002 Fire Ringdown System Replacement $ 5,000 $ 16,000 $ 5,000 $ 16,000 $ 5,000 $ 16,000 PE-18004 Fire Station 4 Replacement $ - $ (1,000,000) $ 8,150,000 $ - $ 8,900,000 $ 9,850,000 PG-17001 Foothills Park, Pearson Arastradero Preserve, and Esther Clark Park Conservation Plan $ - $ (319,200) $ - $ (489,600) $ - $ - PG-13003 Golf Reconfiguration & Baylands Athletic Center Improvements $ - $ 200,000 $ - $ 200,000 $ - $ 200,000 LB-21000 Library Automated Material Handling $ 180,000 $ 220,900 $ - $ - $ 630,000 $ 803,900 PE-15007 New Downtown Parking Garage $ - $ (35,172) $ (9,072,000) $ (21,532,172) $ 5,541,000 $ 5,103,000 PE-15001 New Public Safety Building $ 900,000 $ - $ 900,000 $ - $ 103,150,000 $ 106,600,000 OS-09001 Off-Road Pathway Resurfacing And Repair $ - $ (200,000) $ - $ (200,000) $ - $ 738,300 PG-09002 Park and Open Space Emergency Repairs $ - $ 22,134 $ - $ 22,134 $ - $ 1,333,355 PG-19000 Park Restroom Installation $ 350,000 $ 350,000 $ 350,000 $ 350,000 $ 1,050,000 $ 1,285,300 PL-15003 Parking District Implementation $ - $ (173,674) $ - $ (375,574) $ - $ 712,300 PG-14000 Ramos Park Improvements $ - $ 209,000 $ - $ 209,000 $ - $ 209,000 PE-08001 Rinconada Park Improvements $ 1,999,529 $ 1,037,933 $ 1,999,529 $ 1,037,933 $ 2,399,529 $ 6,107,329 Attachment A, Exhibit 3 Page 2 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total PF-00006 Roofing Replacement $- $ (684,002) $- $ (684,002) $- $ 2,240,091 PL-00026 Safe Routes to School $ (10,000) $(10,000) $ (10,000) $ (10,000) $ 1,409,354 $ 2,096,954 PO-89003 Sidewalk Repairs $- $ (1,747,619) $- $ (2,547,619) $- $ 5,261,863 PE-13014 Street Lights Condition Assessment $- $ (241,778) $- $ (241,778) $- $- PO-05054 Street Lights Improvements $- $ (300,000) $- $ (500,000) $- $ 868,987 PE-86070 Street Maintenance $ (110,000) $381,843 $ (110,000) $ (618,157) $ 16,268,450 $ 24,835,243 PL-05030 Traffic Signal and Intelligent Transportation Systems $- $ (500,000) $- $ (500,000) $ 3,480,000 $ 5,051,655 PL-12000 Transportation and Parking Improvements $- $- $- $ (200,000) $- $ 2,649,042 PG-18002 Turf Management Plan $- $ (109,900) $- $ (109,900) $- $- PE-15011 Ventura Buildings Improvements $- $ (2,034,197) $- $ (2,034,197) $- $- $ 3,471,529 $ (2,421,028) $ 3,869,529 $ (32,968,047) $ 151,407,043 $ 222,036,021 EL-16002 Capacitor Bank Installation $- $300,000 $- $ 300,000 $- $ 600,000 EL-14000 Coleridge/Cowper/Tennyson 4/12kV Conversion $- $ (830,000) $- $ (830,000) $- $ 50,000 EL-19002 Colorado Substation Site Improvements $- $330,000 $- $ 330,000 $- $ 1,250,000 EL-17001 East Meadow Circles 4/12kV Conversion $- $(66,000) $- $ (66,000) $- $ 100,000 EL-02011 Electric Utility Geographic Information System $- $220,000 $- $ 220,000 $- $ 1,049,950 TOTAL CAPITAL IMPROVEMENT FUND PROJECT ADJUSTMENTS ELECTRIC FUND Attachment A, Exhibit 3 Page 3 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total EL-17007 Facility Relocation for Caltrain Modernization Project $- $ 2,723,631 $- $ 2,723,631 $- $ 2,723,631 EL-20000 Hopkins Substation 4/12kV Conversion $- $(50,000) $- $ (50,000) $- $ 4,110,000 EL-17005 Inter-substation Line Protection Relay $- $110,429 $- $ 110,429 $- $ 490,429 EL-11003 Rebuild Underground District 15 $- $ (1,119,609) $- $ (1,119,609) $- $ 50,000 EL-13003 Rebuild Underground District 16 $- $ (340,667) $- $ (340,667) $- $ 359,000 EL-17000 Rebuild Underground District 23 $- $ (214,000) $- $ (214,000) $- $ 1,100,000 EL-16000 Rebuild Underground District 26 $- $ (1,745,500) $- $ (1,545,500) $- $ 300,000 EL-14005 Reconfigure Quarry Feeders $- $50,000 $- $ 50,000 $- $ 50,000 EL-16003 Substation Physical Security $- $ (303,000) $- $ (303,000) $- $ 2,695,852 EL-12001 Underground District 46 - Charleston/El Camino Real $- $ 1,021,531 $- $ 1,021,531 $- $ 1,021,531 EL-11010 Underground District 47-Middlefield, Homer, Webster, Addison $- $120,000 $- $ 120,000 $- $ 120,000 EL-16001 Underground System Rebuild $- $(50,000) $- $ (50,000) $- $ 1,760,500 EL-19004 Wood Pole Replacement $- $ 1,475,000 $- $ 1,475,000 $ 750,000 $ 9,020,000 TOTAL ELECTRIC FUND PROJECT ADJUSTMENTS $- $ 1,631,815 $- $ 1,831,815 $ 750,000 $ 26,850,893 Attachment A, Exhibit 3 Page 4 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total FO-16000 Fiber Optics Network - System Rebuild $- $775,000 $- $ 775,000 $- $ 1,075,000 TOTAL FIBER FUND PROJECT ADJUSTMENTS $- $775,000 $- $ 775,000 $- $ 1,075,000 GS-13001 Gas Main Replacement - Project 23 $- $ (3,000,000) $- $ (3,000,000) $- $ 7,620,046 GS-80019 Gas Meters and Regulators $- $ (850,001) $- $ (850,001) $- $ 3,000,000 TOTAL GAS FUND PROJECT ADJUSTMENTS $- $ (3,850,001) $- $ (3,850,001) $- $ 10,620,046 SD-23000 West Bayshore Road Trunk Line Improvements $- $5,000 $- $ 5,000 $- $ 2,401,475 TOTAL STORMWATER MANAGEMENT FUND PROJECT ADJUSTMENTS $- $5,000 $- $ 5,000 $- $ 2,401,475 TE-19001 City Council Chambers Upgrade $ (46,000) $(93,000) $- $- $ 46,000 $ 93,000 TE-12001 Development Center Blueprint Technology Enhancements $- $(25,000) $- $ (25,000) $- $ 452,600 TE-19000 Enterprise Resource Planning Upgrade $- $ (2,029,000) $- $- $- $ 2,029,000 TE-13004 Infrastructure Management System $- $25,000 $- $ 25,000 $- $ 46,800 TE-01012 IT Disaster Recovery Plan $- $(33,600) $- $ (33,600) $- $- TE-05000 Radio Infrastructure Replacement $- $(1,863) $- $ (1,863) $- $ 199,137 $ (46,000) $ (2,157,463) $- $ (35,463) $ 46,000 $ 2,820,537 TOTAL TECHNOLOGY FUND PROJECT ADJUSTMENTS FIBER FUND GAS FUND STORMWATER MANAGEMENT FUND TECHNOLOGY FUND Attachment A, Exhibit 3 Page 5 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total VR-21000 Scheduled Vehicle and Equipment Replacement - Fiscal Year 2021 $- $ (1,786,000) $- $ (1,786,000) $- $ 1,405,000 VR-22000 Scheduled Vehicle and Equipment Replacement - Fiscal Year 2022 $- $- $- $ (1,786,000) $- $ 1,377,000 $- $ (1,786,000) $- $ (3,572,000) $- $ 2,782,000 WC-80020 Sewer System, Customer Connections $ 450,000 $- $ 450,000 $- $ 2,100,000 $ 2,220,000 WC-15001 Wastewater Collection System Rehabilitation/Augmentation Project 28 $- $500,000 $- $ 500,000 $- $ 500,000 WC-16001 Wastewater Collection System Rehabilitation/Augmentation Project 29 $- $557,424 $- $ 557,424 $- $ 2,195,424 WC-17001 Wastewater Collection System Rehabilitation/Augmentation Project 30 $- $ (741,000) $- $ (741,000) $- $ 5,980,000 $ 450,000 $316,424 $ 450,000 $ 316,424 $ 2,100,000 $ 10,895,424 WQ-19003 Advanced Water Purification Facility $ 3,000,000 $448,000 $ 3,000,000 $ 448,000 $ 23,900,000 $ 21,564,000 WQ-14002 New Laboratory And Environmental Services Building $ 1,910,000 $434,168 $ 1,910,000 $ 434,168 $ 23,410,000 $ 23,167,460 WQ-19000 Outfall Line Construction $ 3,850,000 $ 3,850,000 $ 3,850,000 $ 3,850,000 $ 8,800,000 $ 8,886,000 WQ-19002 Plant Repair, Retrofit, and Equipment Replacement $- $20,944 $- $ 20,944 $- $ 21,514,834 WQ-14003 Primary Sedimentation Tank Rehabilitation $ 8,148,000 $ 7,774,613 $ 8,148,000 $ 7,774,613 $ 17,632,000 $ 19,654,800 WQ-19001 Secondary Treatment Upgrades $ 2,300,000 $838,300 $ 2,300,000 $ 838,300 $ 32,430,000 $ 31,362,300 $ 19,208,000 $ 13,366,025 $ 19,208,000 $ 13,366,025 $ 106,172,000 $ 126,149,394 VEHICLE REPLACEMENT FUND TOTAL VEHICLE REPLACEMENT FUND PROJECT ADJUSTMENTS WASTEWATER COLLECTION FUND TOTAL WASTEWATER COLLECTION FUND PROJECT ADJUSTMENTS WASTEWATER TREATMENT FUND TOTAL WASTEWATER TREATMENT FUND PROJECT ADJUSTMENTS Attachment A, Exhibit 3 Page 6 ATTACHMENT A, EXHIBIT 3 Project Project Revenue Expense Revenue Expense Revenue Expense Number Title Adjustments Adjustments Adjustments Adjustments Funding Funding CITY OF PALO ALTO AMENDMENTS TO THE CITY MANAGER'S FY 2021 PROPOSED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding 5-yr CIP Funding 5-Yr CIP Revised Total WS-19000 Mayfield Reservoir Subgrade and Venting Repair $- $184,879 $- $ 184,879 $- $ 184,879 WS-14001 Water Main Replacement - Project 28 $- $85,107 $- $ 85,107 $- $ 9,085,107 WS-80015 Water Meters $- $ (1,000,000) $- $ (1,000,000) $- $ 2,819,207 WS-07001 Water Recycling Facilities $- $(4,629) $- $ (4,629) $- $ 391,020 WS-07000 Water Regulation Station Improvements $- $ (550,000) $- $ (550,000) $- $ 209,000 WS-80013 Water System Customer Connections $ 575,000 $- $ 2,375,000 $- $ 9,358,154 $ 4,524,300 WS-09000 Water Tank Seismic Upgrade and Rehabilitation $- $ 6,142,000 $- $ 6,142,000 $- $ 11,993,000 WS-02014 Water, Gas, Wastewater Utility GIS Data $- $436,000 $- $ 436,000 $ 1,663,021 $ 2,930,528 $ 575,000 $ 5,293,357 $ 2,375,000 $ 5,293,357 $ 11,021,175 $ 32,137,041 $ 23,658,529 $ 11,173,129 $ 25,902,529 $ (18,837,890) $ 271,496,218 $ 437,767,831 WATER FUND TOTAL WATER FUND PROJECT ADJUSTMENTS TOTAL ALL FUNDS Attachment A, Exhibit 3 Page 7 ATTACHMENT A, EXHIBIT 4 Workers' Compensation Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Workers' Compensation Adjustment $ - $ (19,573)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund City Attorney Workers' Compensation Adjustment $ - $ (6,950)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund City Auditor Workers' Compensation Adjustment $ - $ (2,766)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund City Clerk Workers' Compensation Adjustment $ - $ (2,486)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund City Council Workers' Compensation Adjustment $ - $ (608)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund City Manager Workers' Compensation Adjustment $ - $ (7,966)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund Community Services Workers' Compensation Adjustment $ - $ (39,422)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Fire Workers' Compensation Adjustment $ - $ (126,398)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Human Resources Workers' Compensation Adjustment $ - $ (8,035)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Library Workers' Compensation Adjustment $ - $ (16,934)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Office of Emergency Services Workers' Compensation Adjustment $ - $ (2,655)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund Office of Transportation Workers' Compensation Adjustment $ - $ (2,698)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Planning and Development Services Workers' Compensation Adjustment $ - $ (26,836)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. General Fund Police Workers' Compensation Adjustment $ - $ (131,882)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.General Fund Public Works Workers' Compensation Adjustment $ - $ (22,705)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. - $ (417,917) Capital Improvement Fund 471 Workers' Compensation Adjustment $ - $ (16,397)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. $ - $ (16,397) Airport Fund 530 Workers' Compensation Adjustment $ - $ (2,368)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Electric Fund 513 & 523 Workers' Compensation Adjustment $ - $ (50,364)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Fiber Optics Fund 533 Workers' Compensation Adjustment $ - $ (3,531)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL CAPITAL FUNDS CAPITAL FUNDS SUBTOTAL Attachment A, Exhibit 4 page 1 ATTACHMENT A, EXHIBIT 4 Workers' Compensation Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Gas Fund 514 & 524 Workers' Compensation Adjustment $ - $ (21,314)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Refuse Fund 525 Workers' Compensation Adjustment $ - $ (6,925)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Storm Drainage Fund 528 Workers' Compensation Adjustment $ - $ (6,056)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Utilities Administration Fund 521 Workers' Compensation Adjustment $ - $ (9,399)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Wastewater Collection Fund 527 Workers' Compensation Adjustment $ - $ (11,913)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Wastewater Treatment Fund 526 Workers' Compensation Adjustment $ - $ (31,629)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Water Fund 522 Workers' Compensation Adjustment $ - $ (20,663)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. $ - $ (164,162) Information Technology Fund 682 Workers' Compensation Adjustment $ - $ (15,658)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Printing & Mailing Fund 683 Workers' Compensation Adjustment $ - $ (614)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Vehicle Maintenance & Replacement Fund 681 Workers' Compensation Adjustment $ - $ (6,587)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. $ - $ (22,859) California Avenue Fund 237 Workers' Compensation Adjustment $ - $ (417)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Community Development Block Grant (CDBG) Fund 232 Workers' Compensation Adjustment $ - $ (283)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Housing In- Lieu/Residential Fund 233 Workers' Compensation Adjustment $ - $ (72)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Housing In- Lieu/Commercial Fund 234 Workers' Compensation Adjustment $ - $ (72)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. Public Art Fund 207 Workers' Compensation Adjustment $ - $ (417)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021.Residential Parking Permit (RPP) Fund 239 Workers' Compensation Adjustment $ - $ (722)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. University Avenue Fund 236 Workers' Compensation Adjustment $ - $ (1,680)Adjustment to salary and benefit charges for workers' compensation to reduce the allocation to departments in FY 2021. $ - $ (3,665) TOTAL ADJUSTMENT $ - $ (625,000) SPECIAL REVENUE FUNDS SUBTOTAL ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS Attachment A, Exhibit 4 page 2 ATTACHMENT A, EXHIBIT 4 General Liability Insurance Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services General Liability Insurance Adjustment $ - $ (2,887)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund City Attorney General Liability Insurance Adjustment $ - $ (1,370)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund City Auditor General Liability Insurance Adjustment $ - $ (549)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund City Clerk General Liability Insurance Adjustment $ - $ (494)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund City Council General Liability Insurance Adjustment $ - $ (121)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund City Manager General Liability Insurance Adjustment $ - $ (1,582)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Community Services General Liability Insurance Adjustment $ - $ (8,355)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Fire General Liability Insurance Adjustment $ - $ (8,653)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Human Resources General Liability Insurance Adjustment $ - $ (2,085)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Library General Liability Insurance Adjustment $ - $ (3,077)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Office of Emergency Services General Liability Insurance Adjustment $ - $ (403)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Office of Transportation General Liability Insurance Adjustment $ - $ (1,003)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Planning and Development Services General Liability Insurance Adjustment $ - $ (7,240)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Police General Liability Insurance Adjustment $ - $ (20,035)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. General Fund Public Works General Liability Insurance Adjustment $ - $ (10,552)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. - $ (68,405) Capital Improvement Fund 471 General Liability Insurance Adjustment $ - $ (7,063)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. $ - $ (7,063) Airport Fund 530 General Liability Insurance Adjustment $ - $ (1,100)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Electric Fund 513 & 523 General Liability Insurance Adjustment $ - $ (8,654)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Fiber Optics Fund 533 General Liability Insurance Adjustment $ - $ (607)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL CAPITAL FUNDS CAPITAL FUNDS SUBTOTAL Attachment A, Exhibit 4 page 3 ATTACHMENT A, EXHIBIT 4 General Liability Insurance Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Gas Fund 514 & 524 General Liability Insurance Adjustment $ - $ (3,662)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Refuse Fund 525 General Liability Insurance Adjustment $ - $ (3,218)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Storm Drainage Fund 528 General Liability Insurance Adjustment $ - $ (2,814)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Utilities Administration Fund 521 General Liability Insurance Adjustment $ - $ (1,615)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Wastewater Treatment Fund 526 General Liability Insurance Adjustment $ - $ (14,699)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Wastewater Collection Fund 527 General Liability Insurance Adjustment $ - $ (2,047)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Water Fund 522 General Liability Insurance Adjustment $ - $ (3,550)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. $ - $ (41,968) Information Technology Fund 682 General Liability Insurance Adjustment $ - $ (3,109)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Printing & Mailing Fund 683 General Liability Insurance Adjustment $ - $ (91)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Vehicle Maintenance & Replacement Fund 681 General Liability Insurance Adjustment $ - $ (3,061)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. $ - $ (6,260) California Avenue Fund 237 General Liability Insurance Adjustment $ - $ (135)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Community Development Block Grant (CDBG) Fund 232 General Liability Insurance Adjustment $ - $ (105)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Housing In- Lieu/Residential Fund 233 General Liability Insurance Adjustment $ - $ (27)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Housing In- Lieu/Commercial Fund 234 General Liability Insurance Adjustment $ - $ (27)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Public Art Fund 207 General Liability Insurance Adjustment $ - $ (88)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. Residential Parking Permit (RPP) Fund 239 General Liability Insurance Adjustment $ - $ (268)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. University Avenue Fund 236 General Liability Insurance Adjustment $ - $ (654)Adjustment to allocated charges for general liability to reduce the allocation to departments in FY 2021. $ - $ (1,304) TOTAL ADJUSTMENT $ - $ (125,000) ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 4 ATTACHMENT A, EXHIBIT 4 Retiree Health Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Retiree Health Adjustment $ - $ (28,315)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund City Attorney Retiree Health Adjustment $ - $ (6,916)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund City Auditor Retiree Health Adjustment $ - $ (2,706)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund City Clerk Retiree Health Adjustment $ - $ (2,406)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund City Council Retiree Health Adjustment $ - $ (2,957)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund City Manager Retiree Health Adjustment $ - $ (7,567)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Community Services Retiree Health Adjustment $ - $ (54,325)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Fire Retiree Health Adjustment $ - $ (133,056)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Human Resources Retiree Health Adjustment $ - $ (11,426)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Library Retiree Health Adjustment $ - $ (26,461)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Office of Emergency Services Retiree Health Adjustment $ - $ (3,102)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Office of Transportation Retiree Health Adjustment $ - $ (4,751)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Planning and Development Services Retiree Health Adjustment $ - $ (38,398)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Police Retiree Health Adjustment $ - $ (154,060)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. General Fund Public Works Retiree Health Adjustment $ - $ (50,667)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. - $ (527,112) Capital Improvement Fund 471 Retiree Health Adjustment $ - $ (15,586)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. $ - $ (15,586) Airport Fund 530 Retiree Health Adjustment $ - $ (2,606)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Electric Fund 513 & 523 Retiree Health Adjustment $ - $ (93,265)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Gas Fund 514 & 524 Retiree Health Adjustment $ - $ (40,393)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL CAPITAL FUNDS CAPITAL FUNDS SUBTOTAL Attachment A, Exhibit 4 page 5 ATTACHMENT A, EXHIBIT 4 Retiree Health Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Refuse Fund 525 Retiree Health Adjustment $ - $ (13,080)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Storm Drainage Fund 528 Retiree Health Adjustment $ - $ (8,921)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Wastewater Treatment Fund 526 Retiree Health Adjustment $ - $ (50,867)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Wastewater Collection Fund 527 Retiree Health Adjustment $ - $ (15,586)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Water Fund 522 Retiree Health Adjustment $ - $ (25,509)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. $ - $ (250,226) Information Technology Fund 682 Retiree Health Adjustment $ - $ (20,698)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Printing & Mailing Fund 683 Retiree Health Adjustment $ - $ (852)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Vehicle Maintenance & Replacement Fund 681 Retiree Health Adjustment $ - $ (8,870)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. $ - $ (30,420) California Avenue Fund 237 Retiree Health Adjustment $ - $ (344)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. Residential Parking Permit (RPP) Fund 239 Retiree Health Adjustment $ - $ (866)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. University Avenue Fund 236 Retiree Health Adjustment $ - $ (1,446)Adjustment to allocated charges for retiree health to align with the most recent actuarial valuation. $ - $ (2,656) TOTAL ADJUSTMENT $ - $ (826,000) ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 6 ATTACHMENT A, EXHIBIT 4 Management (MGMT) Labor Concessions Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Salary and Benefits Adjustment $ - $ (370,960)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund City Attorney Salary and Benefits Adjustment $ - $ (176,811)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund City Auditor Salary and Benefits Adjustment $ - $ (49,365)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund City Clerk Salary and Benefits Adjustment $ - $ (39,026)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund City Manager Salary and Benefits Adjustment $ - $ (181,483)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Community Services Salary and Benefits Adjustment $ - $ (255,557)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Fire Salary and Benefits Adjustment $ - $ (121,211)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Human Resources Salary and Benefits Adjustment $ - $ (209,272)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Library Salary and Benefits Adjustment $ - $ (151,494)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Office of Emergency Services Salary and Benefits Adjustment $ - $ (32,594)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Office of Transportation Salary and Benefits Adjustment $ - $ (45,845)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Planning and Development Services Salary and Benefits Adjustment $ - $ (295,070)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Police Salary and Benefits Adjustment $ - $ (146,116)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. General Fund Public Works Salary and Benefits Adjustment $ - $ (183,143)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. - $ (2,257,948) Capital Improvement Fund 471 Salary and Benefits Adjustment $ - $ (166,769)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Cubberley Property Infrastructure Fund 472 Salary and Benefits Adjustment $ - $ (2,284)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. $ - $ (169,053) Airport Fund 530 Salary and Benefits Adjustment $ - $ (44,325)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Electric Fund 513 & 523 Salary and Benefits Adjustment $ - $ (20,043)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Gas Fund 514 & 524 Salary and Benefits Adjustment $ - $ (3,685)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Refuse Fund 525 Salary and Benefits Adjustment $ - $ (85,355)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL CAPITAL FUNDS CAPITAL FUNDS SUBTOTAL Attachment A, Exhibit 4 page 7 ATTACHMENT A, EXHIBIT 4 Management (MGMT) Labor Concessions Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Storm Drainage Fund 528 Salary and Benefits Adjustment $ - $ (51,646)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Utilities Administration Fund 521 Salary and Benefits Adjustment $ - $ (124,380)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Wastewater Treatment Fund 526 Salary and Benefits Adjustment $ - $ (239,062)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Wastewater Collection Fund 527 Salary and Benefits Adjustment $ - $ (553)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Water Fund 522 Salary and Benefits Adjustment $ - $ (1,107)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. $ - $ (570,155) Information Technology Fund 682 Salary and Benefits Adjustment $ - $ (453,765)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Printing & Mailing Fund 683 Salary and Benefits Adjustment $ - $ (1,676)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Vehicle Maintenance & Replacement Fund 681 Salary and Benefits Adjustment $ - $ (47,357)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Workers' Compensation Fund 688 Salary and Benefits Adjustment $ - $ (13,635)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. $ - $ (516,433) California Avenue Fund 237 Salary and Benefits Adjustment $ - $ (3,782)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Public Art Fund 207 Salary and Benefits Adjustment $ - $ (12,774)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. Residential Parking Permit (RPP) Fund 239 Salary and Benefits Adjustment $ - $ (11,662)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. University Avenue Fund 236 Salary and Benefits Adjustment $ - $ (7,608)Adjustment to salary and benefits to align with Management labor concessions in FY 2021. $ - $ (35,827) TOTAL ADJUSTMENT $ - $ (3,549,416) ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 8 ATTACHMENT A, EXHIBIT 4: Technology Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Information Technology Adjustment $ - $ (67,928) Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund City Attorney Information Technology Adjustment $ - $ (18,817)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund City Auditor Information Technology Adjustment $ - $ (8,187)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund City Clerk Information Technology Adjustment $ - $ (10,624)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund City Council Information Technology Adjustment $ - $ (1,877)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund City Manager Information Technology Adjustment $ - $ (23,184)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Community Services Information Technology Adjustment $ - $ (169,964)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Fire Information Technology Adjustment $ - $ (241,227)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Human Resources Information Technology Adjustment $ - $ (22,786)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Library Information Technology Adjustment $ - $ (143,043)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Office of Emergency Services Information Technology Adjustment $ - $ (24,502)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Office of Transportation Information Technology Adjustment $ - $ (9,719)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Planning and Development Services Information Technology Adjustment $ - $ (117,444)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Police Information Technology Adjustment $ - $ (294,149)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. General Fund Public Works Information Technology Adjustment $ - $ (166,485)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. $ - $ (1,319,936) Airport Enterprise Fund 530 Information Technology Adjustment $ - $ (7,914)Adjustment to allocated charges for technology services to align with service reductions in FY 2021Refuse Fund 525 Information Technology Adjustment $ - $ (52,703)Adjustment to allocated charges for technology services to align with service reductions in FY 2021 CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL ENTERPRISE FUNDS Attachment A, Exhibit 4 page 9 ATTACHMENT A, EXHIBIT 4: Technology Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Stormwater Management Fund 528 Information Technology Adjustment $ - $ (37,461)Adjustment to allocated charges for technology services to align with service reductions in FY 2021Utilities Administration Fund 521 Information Technology Adjustment $ - $ (707,568)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. Wastewater Treatment Fund 526 Information Technology Adjustment $ - $ (208,829)Adjustment to allocated charges for technology services to align with service reductions in FY 2021 $ - $ (1,014,475) Printing & Mailing Services Fund 683 Information Technology Adjustment $ - $ (8,816)Adjustment to allocated charges for technology services to align with service reductions in FY 2021.Vehicle Replacement & Maintenance Fund 681 Information Technology Adjustment $ - $ (53,023)Adjustment to allocated charges for technology services to align with service reductions in FY 2021. $ - $ (61,839) TOTAL ADJUSTMENT $ - $ (2,396,250) ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 10 ATTACHMENT A, EXHIBIT 4: Print & Mail Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Printing Services Reductions $ - $ (5,602) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund City Attorney Printing Services Reductions $ - $ (617) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund City Auditor Printing Services Reductions $ - $ (904) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund City Clerk Printing Services Reductions $ - $ (9,030) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund City Manager Printing Services Reductions $ - $ (1,785) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Community Services Printing Services Reductions $ - $ (18,207) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Fire Printing Services Reductions $ - $ (1,215) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Human Resources Printing Services Reductions $ - $ (1,583) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Library Printing Services Reductions $ - $ (3,765) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Office of Emergency Services Printing Services Reductions $ - $ (809) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Office of Transportation Printing Services Reductions $ - $ (654) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Planning and Development Services Printing Services Reductions $ - $ (29,174) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Police Printing Services Reductions $ - $ (9,684) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. General Fund Public Works Printing Services Reductions $ - $ (4,758) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Stores Inventory Non- Departmental Printing Services Reductions $ - $ (374) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. $ - $ (88,161) Airport Enterprise Fund 530 Printing Services Reductions $ - $ (541) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Electric Fund 513 & 523 Printing Services Reductions $ - $ (3,486) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL Attachment A, Exhibit 4 page 11 ATTACHMENT A, EXHIBIT 4: Print & Mail Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Gas Fund 514 & 524 Printing Services Reductions $ - $ (2,101) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Refuse Fund 525 Printing Services Reductions $ - $ (1,199) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Stormwater Management Fund 528 Printing Services Reductions $ - $ (1,112) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Utilities Administration Fund 521 Printing Services Reductions $ - $ (6,211) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Wastewater Collection Fund 527 Printing Services Reductions $ - $ (250) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Wastewater Treatment Fund 526 Printing Services Reductions $ - $ (2,614) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. Water Fund 522 Printing Services Reductions $ - $ (2,075) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. $ - $ (19,588) Information Technology Fund 682 Printing Services Reductions $ - $ (506) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. $ - $ (506) Residential Parking Permit Program 239 Printing Services Reductions $ - $ (297) Adjustment to allocated charges for printing services to align with service reductions in FY 2021. $ - $ (297) TOTAL ADJUSTMENT $ - $ (108,552) ENTERPRISE FUNDS SUBTOTAL INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 12 ATTACHMENT A, EXHIBIT 4: Utilities Fund Department/ Fund Title Revenue Expense Comments General Fund Community Services Utilities Allocated Charges $- $ (155,400) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. General Fund Fire Utilities Allocated Charges $- $ (7,685) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. General Fund Library Utilities Allocated Charges $- $ (26,502) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. General Fund Planning and Development Services Utilities Allocated Charges $- $ (364) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. General Fund Police Utilities Allocated Charges $- $(5) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. General Fund Public Works Utilities Allocated Charges $- $ (63,762) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. $- $ (253,718) Capital Improvement Fund 471 Utilities Allocated Charges $- $ (12) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. $- $ (12) Airport Enterprise Fund 530 Utilities Allocated Charges $- $ (6,500) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Electric Supply Fund 513 & 523 Utilities Allocated Charges $- $ (1,065) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Gas Fund 514 & 524 Utilities Allocated Charges $- $ (48) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Refuse Fund 525 Utilities Allocated Charges $- $ (1,865) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Stormwater Management Fund 528 Utilities Allocated Charges $- $ (5,348) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Utilities Administration Fund 521 Utilities Allocated Charges $- $ (7,589) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Wastewater Collection Fund 527 Utilities Allocated Charges $- $ (87) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Wastewater Treatment Fund 526 Utilities Allocated Charges $- $ (159,106) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Water Fund 522 Utilities Allocated Charges $- $ (40,448) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. $- $ (222,057)ENTERPRISE FUNDS SUBTOTAL ENTERPRISE FUNDS CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL CAPITAL FUNDS CAPITAL FUNDS SUBTOTAL Attachment A, Exhibit 4 page 13 ATTACHMENT A, EXHIBIT 4: Utilities Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Information Technology Fund 682 Utilities Allocated Charges $- $ (997) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. Vehicle Replacement & Maintenance 681 Utilities Allocated Charges $- $ (7,529) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. $- $ (8,526) California Avenue Parking Permits 237 Utilities Allocated Charges $- $ (3,042) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. University Avenue Parking Permits 236 Utilities Allocated Charges $- $ (15,062) Adjustment to allocated charges for utilities in alignment with rates reductions in FY 2021. $- $ (18,104) TOTAL ADJUSTMENT $- $ (502,418) INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 14 INTERNAL SERVICE FUNDS ATTACHMENT A, EXHIBIT 4: Vehicle Fund Department/ Fund Title Revenue Expense Comments General Fund Administrative Services Vehicle Replacement Program Reductions $- $ (14,684) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Community Services Vehicle Replacement Program Reductions $- $ (120,728) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Planning and Development Services Vehicle Replacement Program Reductions $- $ (98,094) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Fire Vehicle Replacement Program Reductions $- $ (627,587) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Library Vehicle Replacement Program Reductions $- $ (758) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Office of Emergency Services Vehicle Replacement Program Reductions $- $ (6,568) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Police Vehicle Replacement Program Reductions $- $ (216,807) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. General Fund Public Works Vehicle Replacement Program Reductions $- $ (190,266) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. $- $ (1,275,491) Electric Fund 513 & 523 Vehicle Replacement Program Reductions $ (227,930) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021.Gas Fund 514 & 524 Vehicle Replacement Program Reductions $- $ (179,410) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. Refuse Fund 525 Vehicle Replacement Program Reductions $- $ (58,691) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. Stormwater Management Fund 528 Vehicle Replacement Program Reductions $- $ (89,839) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. Wastewater Collection Fund 527 Vehicle Replacement Program Reductions $- $ (117,130) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. Wastewater Treatment Fund 526 Vehicle Replacement Program Reductions $- $ (43,378) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. Water Fund 522 Vehicle Replacement Program Reductions $- $ (144,852) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. $- $ (861,230)ENTERPRISE FUNDS SUBTOTAL CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET GENERAL FUND GENERAL FUND SUBTOTAL ENTERPRISE FUNDS Attachment A, Exhibit 4 page 15 ATTACHMENT A, EXHIBIT 4: Vehicle Fund Department/ Fund Title Revenue Expense Comments CITY OF PALO ALTO RECOMMENDED AMENDMENTS TO THE CITY MANAGER'S FY 2021 BUDGET Residential Parking Permit Program 239 Vehicle Replacement Program Reductions $- $ (1,307) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. $- $ (1,307) TOTAL ADJUSTMENT $- $ (2,142,660) SPECIAL REVENUE FUNDS SUBTOTAL Attachment A, Exhibit 4 page 16 Information Technology Fund 682 Vehicle Replacement Program Reductions $- $ (4,632) Adjustment to allocated charges for vehicle replacements to align with program reductions in FY 2021. $- $ (4,632) INTERNAL SERVICE FUNDS INTERNAL SERVICE FUNDS SUBTOTAL SPECIAL REVENUE FUNDS TABLE OF ORGANIZATION 1 TABLE OF ORGANIZATIONTable of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % General Fund Administrative Services Account Specialist 4.88 4.63 4.63 3.13 -1.50 (32.40)% Account Specialist (Freeze)0.00 0.00 0.00 1.50 1.50 0.00% Account Specialist-Lead 3.05 3.45 3.45 3.45 0.00 0.00% Accountant 3.00 3.00 3.00 3.00 0.00 0.00% Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate II 1.00 1.00 1.00 0.50 -0.50 (50.00)% Administrative Associate II (Freeze)0.00 0.00 0.00 0.50 0.50 0.00% Administrative Associate III 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director Administrative Services 1.65 1.65 1.65 1.65 0.00 0.00% Buyer 1.00 1.00 1.00 1.00 0.00 0.00% Chief Procurement Officer 1.00 1.00 1.00 1.00 0.00 0.00% Contracts Administrator 2.70 2.70 2.70 2.30 -0.40 (14.81)% Contracts Administrator (Freeze)0.00 0.00 0.00 0.40 0.40 0.00% Director Administrative Services/CFO 0.80 0.80 0.80 0.80 0.00 0.00% Director Office of Management and Budget 1.00 1.00 1.00 0.00 -1.00 (100.00)% Director Office of Management and Budget (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Management Analyst 0.00 1.00 2.00 2.00 0.00 0.00% Manager Accounting 1.00 0.00 0.00 0.00 0.00 0.00% Manager Budget 1.00 2.00 2.00 2.00 0.00 0.00% Manager Real Property 1.00 1.00 1.00 1.00 0.00 0.00% Manager Revenue Collections 0.62 0.62 0.62 0.62 0.00 0.00% Manager Treasury, Debt & Investments 0.60 0.60 0.60 0.60 0.00 0.00% Manager, Finance 0.00 1.00 1.00 1.00 0.00 0.00% Payroll Analyst 2.00 2.00 2.00 2.00 0.00 0.00% Performance Auditor II (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Principal Management Analyst 0.00 0.00 0.00 0.00 0.00 0.00% Senior Accountant 3.00 3.00 3.00 3.00 0.00 0.00% Senior Buyer 1.00 1.00 1.00 1.00 0.00 0.00% Senior Management Analyst 4.90 2.30 2.30 2.30 0.00 0.00% Storekeeper 1.00 1.00 1.00 1.00 0.00 0.00% Storekeeper-Lead 0.20 0.20 0.20 0.20 0.00 0.00% Warehouse Supervisor 0.20 0.20 0.20 0.20 0.00 0.00% Total Administrative Services 38.60 38.15 39.15 40.15 1.00 2.55% City Attorney Assistant City Attorney 3.00 3.00 3.00 3.00 0.00 0.00% ATTACHMENT A, EXHIBIT 5 TABLE OF ORGANIZATION 2 Chief Assistant City Attorney 1.00 1.00 1.00 1.00 0.00 0.00% City Attorney 1.00 1.00 1.00 1.00 0.00 0.00% Claims Investigator 1.00 1.00 1.00 1.00 0.00 0.00% Deputy City Attorney 1.00 1.00 1.00 1.00 0.00 0.00% Legal Fellow 1.00 1.00 1.00 0.50 -0.50 (50.00)% Legal Fellow (Freeze)0.00 0.00 0.00 0.50 0.50 0.00% Principal Attorney 0.00 0.00 0.00 0.00 0.00 0.00% Secretary to City Attorney 1.00 1.00 1.00 1.00 0.00 0.00% Senior Assistant City Attorney 0.00 0.00 0.00 0.00 0.00 0.00% Senior Deputy City Attorney 0.00 0.00 0.00 0.00 0.00 0.00% Senior Legal Secretary 1.00 0.00 0.00 0.00 0.00 0.00% Senior Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Total City Attorney 11.00 10.00 10.00 10.00 0.00 0.00% City Auditor Administrative Assistant 0.00 0.00 0.00 0.00 0.00 0.00% City Auditor 1.00 1.00 1.00 1.00 0.00 0.00% Performance Auditor I 1.00 1.00 0.00 0.00 0.00 0.00% Performance Auditor II 1.00 1.00 2.00 0.00 -2.00 (100.00)% Senior Performance Auditor 2.00 1.00 1.00 2.00 1.00 100.00% Total City Auditor 5.00 4.00 4.00 3.00 -1.00 (25.00)% City Clerk Administrative Associate III 2.00 2.00 2.00 2.00 0.00 0.00% Assistant City Clerk 1.00 1.00 1.00 1.00 0.00 0.00% City Clerk 1.00 1.00 1.00 1.00 0.00 0.00% Deputy City Clerk 1.00 1.00 1.00 1.00 0.00 0.00% Hearing Officer 0.75 0.00 0.00 0.00 0.00 0.00% Total City Clerk 5.75 5.00 5.00 5.00 0.00 0.00% City Manager Administrative Assistant 1.00 1.00 2.00 2.00 0.00 0.00% Administrative Associate III 1.00 1.00 0.00 0.00 0.00 0.00% Assistant City Manager 0.00 0.00 1.00 1.00 0.00 0.00% Assistant City Manager/Utilities General Manager 0.25 0.25 0.00 0.00 0.00 0.00% Assistant to the City Manager 2.00 2.00 2.00 1.00 -1.00 (50.00)% Assistant to the City Manager (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Chief Communications Officer 1.00 1.00 1.00 1.00 0.00 0.00% Chief Sustainability Officer 1.00 1.00 0.00 0.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 3 City Manager 1.00 1.00 1.00 1.00 0.00 0.00% Deputy City Manager 2.00 2.00 1.00 1.00 0.00 0.00% Executive Assistant to the City Manager 1.00 1.00 1.00 1.00 0.00 0.00% Management Analyst 0.00 0.75 0.75 0.00 -0.75 (100.00)% Manager Communications 1.00 1.00 1.00 1.00 0.00 0.00% Manager Economic Development 0.00 0.00 0.00 0.00 0.00 0.00% Total City Manager 11.25 12.00 10.75 10.00 -0.75 (6.98)% Community Services Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate III 1.00 1.00 1.00 0.00 -1.00 (100.00)% Administrative Associate III (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Assistant Director Community Services 2.00 2.00 2.00 1.00 -1.00 (50.00)% Assistant Director Community Services (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Building Serviceperson 2.00 1.25 1.25 1.00 -0.25 (20.00)% Building Serviceperson-Lead 2.00 0.60 0.60 0.60 0.00 0.00% Coordinator Recreation Programs 4.00 3.00 4.00 4.00 0.00 0.00% Director Community Services 1.00 1.00 1.00 1.00 0.00 0.00% Division Manager Open Space, Parks and Golf 1.00 1.00 1.00 0.00 -1.00 (100.00)% Heavy Equipment Operator 0.07 0.07 0.07 0.07 0.00 0.00% Inspector, Field Services 2.00 2.00 2.00 2.00 0.00 0.00% Junior Museum & Zoo Educator 3.60 3.60 3.60 3.25 -0.35 (9.72)% Junior Museum & Zoo Educator (Freeze)0.00 0.00 0.00 0.35 0.35 0.00% Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Management Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Manager Community Services 5.00 5.00 5.00 4.00 -1.00 (20.00)% Manager Community Services (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Manager Community Services Senior Program 4.00 4.00 4.00 4.00 0.00 0.00% Manager Human Services 1.00 1.00 1.00 1.00 0.00 0.00% Park Maintenance Person 6.00 6.00 6.00 6.00 0.00 0.00% Park Maintenance-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Park Ranger 5.00 5.00 5.00 5.00 0.00 0.00% Parks/Golf Crew-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Producer Arts/Science Program 11.00 11.00 11.00 9.25 -1.75 (15.91)% Producer Arts/Science Program (Freeze)0.00 0.00 0.00 1.75 1.75 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 4 Producer Arts/Science Programs 0.00 0.00 0.00 1.00 1.00 0.00% Program Assistant I 8.00 8.00 8.00 3.00 -5.00 (62.50)% Program Assistant I (Freeze)0.00 0.00 0.00 4.00 4.00 0.00% Program Assistant II 4.00 4.00 3.00 4.00 1.00 33.33% Project Manager 0.10 0.10 0.10 0.10 0.00 0.00% Senior Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Sprinkler System Representative 4.00 4.00 4.00 4.00 0.00 0.00% Superintendent Community Services 2.00 2.00 2.00 2.00 0.00 0.00% Superintendent Recreation 1.00 1.00 1.00 0.00 -1.00 (100.00)% Superintendent Recreation (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Theater Specialist 2.00 2.00 2.00 2.00 0.00 0.00% Total Community Services 78.77 75.62 75.62 75.37 -0.25 (0.33)% Fire 40-Hour Training Battalion Chief 1.00 1.00 1.00 1.00 0.00 0.00% 40-Hour Training Captain 1.00 1.00 1.00 0.00 -1.00 (100.00)% 40-Hour Training Captain (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate II 2.00 2.20 2.20 1.20 -1.00 (45.45)% Administrative Associate II (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Battalion Chief 3.00 3.00 3.00 3.00 0.00 0.00% Business Analyst 0.80 0.80 0.80 0.80 0.00 0.00% Deputy Chief/Fire Marshal 0.05 0.05 0.05 0.05 0.00 0.00% Deputy Director Technical Services Division 0.20 0.20 0.20 0.00 -0.20 (100.00)% Deputy Director Technical Services Division (Freeze)0.00 0.00 0.00 0.20 0.20 0.00% Deputy Fire Chief 2.00 2.00 2.00 2.00 0.00 0.00% Emergency Medical Service Director 1.00 1.00 1.00 1.00 0.00 0.00% Emergency Medical Services Data Specialist 1.00 1.00 1.00 1.00 0.00 0.00% Fire Apparatus Operator 30.00 26.00 26.00 26.00 0.00 0.00% Fire Captain 21.00 21.00 21.00 21.00 0.00 0.00% Fire Chief 1.00 1.00 1.00 1.00 0.00 0.00% Fire Fighter 41.00 34.00 34.00 29.00 -5.00 (14.71)% Fire Fighter (Freeze)0.00 0.00 0.00 5.00 5.00 0.00% Fire Inspector 0.80 0.80 0.80 0.40 -0.40 (50.00)% Fire Inspector (Freeze)0.00 0.00 0.00 0.40 0.40 0.00% Geographic Information System Specialist 0.50 0.50 0.50 0.50 0.00 0.00% Hazardous Materials Inspector 0.30 0.30 0.30 0.30 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 5 Police Chief 0.00 0.00 0.00 0.00 0.00 0.00% Senior Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Total Fire 108.65 97.85 97.85 97.85 0.00 0.00% Human Resources Administrative Assistant 0.00 0.00 0.00 0.00 0.00 0.00% Assistant Director Human Resources 1.00 1.00 1.00 1.00 0.00 0.00% Director Human Resources/CPO 1.00 1.00 1.00 1.00 0.00 0.00% Human Resources Representative 3.00 3.00 3.00 2.50 -0.50 (16.67)% Human Resources Representative (Freeze)0.00 0.00 0.00 0.50 0.50 0.00% Human Resources Technician 4.00 4.00 4.00 3.50 -0.50 (12.50)% Human Resources Technician (Freeze)0.00 0.00 0.00 0.50 0.50 0.00% Manager Employee Benefits 1.00 1.00 1.00 1.00 0.00 0.00% Manager Employee Relations 1.00 1.00 1.00 1.00 0.00 0.00% Senior Human Resources Administrator 3.00 3.00 3.00 3.00 0.00 0.00% Senior Management Analyst 2.00 2.00 2.00 2.00 0.00 0.00% Total Human Resources 16.00 16.00 16.00 16.00 0.00 0.00% Library Administrative Associate III 1.00 1.00 1.00 0.00 -1.00 (100.00)% Administrative Associate III (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Assistant Director Library Services 1.00 1.00 1.00 0.00 -1.00 (100.00)% Assistant Director Library Services (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Business Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Coordinator Library Programs 1.00 1.00 1.00 1.00 0.00 0.00% Director Libraries 1.00 1.00 1.00 1.00 0.00 0.00% Division Head Library Services 1.00 1.00 1.00 1.00 0.00 0.00% Librarian 7.00 7.00 6.00 6.00 0.00 0.00% Library Associate 7.00 7.00 7.00 6.00 -1.00 (14.29)% Library Associate (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Library Specialist 12.50 11.50 11.50 10.50 -1.00 (8.70)% Library Specialist (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Manager Library Services 4.00 4.00 3.00 3.00 0.00 0.00% Senior Librarian 9.00 9.00 8.00 6.00 -2.00 (25.00)% Senior Librarian (Freeze)0.00 0.00 0.00 2.00 2.00 0.00% Supervising Librarian 2.00 2.00 4.00 4.00 0.00 0.00% Total Library 48.50 47.50 46.50 46.50 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 6 Office of Emergency Services Director Office of Emergency Services 1.00 1.00 1.00 1.00 0.00 0.00% Office of Emergency Services Coordinator 1.00 1.00 1.00 1.00 0.00 0.00% Program Assistant II 1.00 1.00 1.00 0.00 -1.00 (100.00)% Program Assistant II (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Total Office of Emergency Services 3.00 3.00 3.00 3.00 0.00 0.00% Office of Transportationb Administrative Assistant 0.00 0.00 0.50 0.50 0.00 0.00% Associate Engineer 0.00 0.00 0.30 0.30 0.00 0.00% Associate Planner 0.00 0.00 0.30 0.45 0.15 50.00% Chief Transportation Official 0.00 0.00 0.70 0.70 0.00 0.00% Coordinator Transportation Systems Management 0.00 0.00 1.25 1.25 0.00 0.00% Management Analyst 0.00 0.00 0.50 0.50 0.00 0.00% Project Engineer 0.00 0.00 0.45 0.45 0.00 0.00% Senior Engineer 0.00 0.00 0.20 0.20 0.00 0.00% Senior Planner 0.00 0.00 0.50 0.50 0.00 0.00% Traffic Engineering-Lead 0.00 0.00 0.35 0.35 0.00 0.00% Transportation Planning Manager 0.00 0.00 1.15 1.15 0.00 0.00% Total Office of Transportation 0.00 0.00 6.20 6.35 0.15 2.42% Planning and Community Environmentc Administrative Assistant 2.00 2.00 1.00 1.00 0.00 0.00% Administrative Associate I 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate II 3.00 2.80 2.80 2.80 0.00 0.00% Administrative Associate III 4.00 3.59 4.00 4.00 0.00 0.00% Assistant Chief Building Official 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director PCE 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director Public Works 0.00 0.00 0.00 0.00 0.00 0.00% Associate Engineer 0.75 0.67 0.22 0.20 -0.02 (9.09)% Associate Planner 1.00 3.27 3.15 3.00 -0.15 (4.76)% Building Inspector Specialist 4.00 4.00 4.00 6.00 2.00 50.00% Building/Planning Technician 3.00 3.00 3.00 2.00 -1.00 (33.33)% Building/Planning Technician (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Business Analyst 1.00 1.00 0.00 0.00 0.00 0.00% Chief Building Official 1.00 1.00 1.00 1.00 0.00 0.00% Chief Planning Official 1.00 1.00 1.00 1.00 0.00 0.00% Chief Transportation Official 0.43 0.64 0.00 0.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 7 Code Enforcement Officer 2.00 2.00 2.00 0.00 -2.00 (100.00)% Code Enforcement Officer (Freeze)0.00 0.00 0.00 2.00 2.00 0.00% Code Enforcement-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Coordinator Transportation Systems Management 0.88 0.74 0.00 0.00 0.00 0.00% Deputy Chief/Fire Marshal 0.80 0.80 0.80 0.80 0.00 0.00% Development Project Coordinator II 2.00 2.00 2.00 2.00 0.00 0.00% Development Project Coordinator III 3.00 3.00 3.00 3.00 0.00 0.00% Development Services Director 1.00 1.00 0.00 0.00 0.00 0.00% Director Planning/Community Environment 1.00 1.00 1.00 1.00 0.00 0.00% Engineer 0.64 0.64 0.64 0.52 -0.12 (18.75)% Engineering Technician III 1.78 1.78 1.78 1.50 -0.28 (15.73)% Fire Inspector 3.20 3.20 3.20 1.60 -1.60 (50.00)% Fire Inspector (Freeze)0.00 0.00 0.00 1.60 1.60 0.00% Hazardous Materials Inspector 1.60 1.60 1.60 1.60 0.00 0.00% Industrial Waste Inspector 0.01 0.01 0.01 0.00 -0.01 (100.00)% Industrial Waste Investigator 0.35 0.35 0.35 0.35 0.00 0.00% Inspector, Field Services 0.68 0.68 0.68 0.68 0.00 0.00% Landscape Architect Park Planner 0.00 0.50 0.50 0.50 0.00 0.00% Management Analyst 1.99 1.81 0.01 0.00 -0.01 (100.00)% Manager Development Center 1.00 1.00 0.00 0.00 0.00 0.00% Manager Environmental Control Program 0.10 0.10 0.10 0.00 -0.10 (100.00)% Manager Planning 4.00 3.00 5.00 4.00 -1.00 (20.00)% Manager Urban Forestry 0.04 0.04 0.04 0.00 -0.04 (100.00)% Parking Operations-Lead 0.00 0.10 0.00 0.00 0.00 0.00% Planner 4.00 4.00 4.00 4.00 0.00 0.00% Planning Arborist 0.29 0.00 0.00 0.00 0.00 0.00% Planning Division Manager 0.00 1.00 0.00 0.00 0.00 0.00% Principal Management Analyst 0.00 0.00 1.00 0.00 -1.00 (100.00)% Principal Planner 0.00 1.00 2.00 1.00 -1.00 (50.00)% Principal Planner (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Program Assistant I 1.00 1.00 1.00 0.00 -1.00 (100.00)% Program Assistant I (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Program Assistant II 0.60 0.00 0.00 0.00 0.00 0.00% Project Engineer 0.53 0.83 0.13 0.10 -0.03 (23.08)% Senior Business Analyst 0.00 0.00 1.00 1.00 0.00 0.00% Senior Engineer 0.46 0.46 0.46 0.40 -0.06 (13.04)% Senior Industrial Waste Investigator 0.01 0.01 0.01 0.00 -0.01 (100.00)% Senior Management Analyst 2.00 1.88 2.00 2.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 8 Senior Planner 6.75 3.88 3.60 2.60 -1.00 (27.78)% Senior Planner (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Supervisor Inspection and Surveying 0.27 0.27 0.27 0.25 -0.02 (7.41)% Traffic Engineering-Lead 0.38 0.65 0.10 0.10 0.00 0.00% Transportation Planning Manager 0.20 0.41 0.00 0.00 0.00 0.00% Total Planning and Community Environment 66.74 66.71 62.45 61.60 -0.85 -1.36% Police Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate II 3.00 3.00 3.00 2.00 -1.00 (33.33)% Administrative Associate II (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Animal Control Officer 3.00 3.00 3.00 2.00 -1.00 (33.33)% Animal Control Officer (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Animal Control Officer-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Animal Services Specialist II 2.00 2.00 0.00 0.00 0.00 0.00% Assistant Police Chief 1.00 1.00 1.00 1.00 0.00 0.00% Business Analyst 1.20 1.20 1.20 1.20 0.00 0.00% Code Enforcement Officer 1.00 1.00 1.00 1.00 0.00 0.00% Communications Manager 1.00 1.00 1.00 0.00 -1.00 (100.00)% Communications Manager (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Communications Technician 1.00 1.00 1.00 0.00 -1.00 (100.00)% Communications Technician (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Community Service Officer 7.50 7.50 7.50 5.63 -1.87 (24.93)% Community Service Officer (Freeze)0.00 0.00 0.00 1.87 1.87 0.00% Court Liaison Officer 1.00 1.00 1.00 1.00 0.00 0.00% Crime Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Deputy Director Technical Services Division 0.80 0.80 0.80 0.00 -0.80 (100.00)% Deputy Director Technical Services Division (Freeze)0.00 0.00 0.00 0.80 0.80 0.00% Geographic Information System Specialist 0.50 0.50 0.50 0.50 0.00 0.00% Police Agent 19.00 19.00 19.00 19.00 0.00 0.00% Police Captain 2.00 2.00 2.00 2.00 0.00 0.00% Police Chief 1.00 1.00 1.00 1.00 0.00 0.00% Police Lieutenant 5.00 5.00 5.00 4.00 -1.00 (20.00)% Police Lieutenant (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Police Officer 50.00 50.00 50.00 39.00 -11.00 (22.00)% Police Officer (Freeze)0.00 0.00 0.00 11.00 11.00 0.00% Police Records Specialist II 6.00 6.00 6.00 6.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 9 Police Records Specialist-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Police Sergeant 14.00 14.00 14.00 14.00 0.00 0.00% Program Assistant II 1.00 1.00 1.00 1.00 0.00 0.00% Property Evidence Technician 2.00 2.00 2.00 2.00 0.00 0.00% Public Safety Communications Manager 1.00 1.00 1.00 0.00 -1.00 (100.00)% Public Safety Communications Manager (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Public Safety Dispatcher 16.00 16.00 16.00 12.00 -4.00 (25.00)% Public Safety Dispatcher (Freeze)0.00 0.00 0.00 4.00 4.00 0.00% Public Safety Dispatcher-Lead 4.00 4.00 4.00 4.00 0.00 0.00% Public Safety Program Manager 2.00 2.00 2.00 2.00 0.00 0.00% Senior Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Superintendent Animal Services 1.00 1.00 0.00 0.00 0.00 0.00% Veterinarian 1.00 1.00 0.00 0.00 0.00 0.00% Veterinarian Technician 2.00 2.00 0.00 0.00 0.00 0.00% Total Police 155.00 155.00 149.00 149.00 0.00 0.00% Public Works Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate I 0.60 0.60 0.10 0.10 0.00 0.00% Administrative Associate II 2.65 2.65 2.65 2.65 0.00 0.00% Administrative Associate III 0.01 0.01 0.01 0.01 0.00 0.00% Assistant Director Public Works 0.87 0.87 0.73 0.73 0.00 0.00% Associate Engineer 0.30 0.30 0.00 0.00 0.00 0.00% Building Serviceperson 1.00 0.00 0.00 0.00 0.00 0.00% Building Serviceperson-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Cement Finisher 3.00 2.00 2.00 2.00 0.00 0.00% Cement Finisher-Lead 0.26 0.26 0.26 0.26 0.00 0.00% Coordinator Public Works Projects 1.50 1.50 1.50 1.50 0.00 0.00% Director Public Works/City Engineer 1.00 1.00 1.00 1.00 0.00 0.00% Electrician 0.80 0.80 0.80 0.80 0.00 0.00% Engineer 0.66 0.66 0.36 0.48 0.12 33.33% Engineering Technician III 1.47 1.47 1.47 1.75 0.28 19.05% Equipment Operator 3.46 2.46 2.46 2.46 0.00 0.00% Facilities Carpenter 1.00 1.00 1.00 1.00 0.00 0.00% Facilities Maintenance-Lead 1.85 1.85 1.85 1.85 0.00 0.00% Facilities Painter 1.75 1.75 1.75 1.75 0.00 0.00% Facilities Technician 4.05 4.05 4.05 4.05 0.00 0.00% Heavy Equipment Operator 2.33 2.33 2.33 2.33 0.00 0.00% Heavy Equipment Operator-Lead 0.85 0.85 0.85 0.85 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 10 Inspector, Field Services 0.11 0.11 0.11 0.11 0.00 0.00% Landscape Architect Park Planner 0.10 0.60 0.60 0.60 0.00 0.00% Management Analyst 0.70 0.70 0.70 1.45 0.75 107.14% Manager Facilities 0.90 0.90 0.90 0.90 0.00 0.00% Manager Maintenance Operations 1.20 1.20 1.20 1.20 0.00 0.00% Manager Urban Forestry 0.96 0.96 0.96 1.00 0.04 4.17% Manager Watershed Protection 0.05 0.05 0.05 0.05 0.00 0.00% Planning Arborist 0.71 0.00 0.00 0.00 0.00 0.00% Project Engineer 0.50 0.50 0.00 0.00 0.00 0.00% Project Manager 2.65 2.65 2.65 2.00 -0.65 (24.53)% Project Manager (Freeze)0.00 0.00 0.00 0.65 0.65 0.00% Senior Engineer 0.79 0.79 0.59 0.60 0.01 1.69% Senior Management Analyst 1.11 1.11 1.11 1.11 0.00 0.00% Senior Project Manager 0.10 0.10 0.00 0.00 0.00 0.00% Supervisor Inspection and Surveying 0.10 0.10 0.10 0.10 0.00 0.00% Surveyor, Public Works 0.33 0.33 0.33 0.33 0.00 0.00% Traffic Controller Maintainer I 1.94 1.94 1.94 1.94 0.00 0.00% Traffic Controller Maintainer II 2.00 2.00 2.00 2.00 0.00 0.00% Tree Maintenance Person 1.00 1.00 1.00 1.00 0.00 0.00% Tree Trim/Line Clear 7.00 7.00 7.00 7.00 0.00 0.00% Tree Trim/Line Clear-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Total Public Works 54.66 51.45 49.41 50.61 1.20 2.43% Total General Fund 602.92 582.28 574.93 574.43 -0.50 -0.09% Enterprise Fund Public Works Account Specialist 0.30 0.30 0.30 0.30 0.00 0.00% Accountant 0.40 0.40 0.40 0.40 0.00 0.00% Administrative Associate I 0.10 0.10 0.10 0.10 0.00 0.00% Administrative Associate II 2.15 2.15 2.15 2.15 0.00 0.00% Administrative Associate III 0.10 0.10 0.10 0.10 0.00 0.00% Assistant Director Public Works 1.30 1.30 1.30 1.30 0.00 0.00% Assistant Manager WQCP 2.00 2.00 2.00 2.00 0.00 0.00% Associate Engineer 2.99 2.99 2.99 3.00 0.01 0.33% Chemist 3.00 3.00 3.00 3.00 0.00 0.00% Deputy Chief/Fire Marshal 0.07 0.07 0.07 0.07 0.00 0.00% Electrician 3.00 3.00 3.00 3.00 0.00 0.00% Electrician-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Engineer 0.90 0.90 0.90 0.90 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 11 Engineering Technician III 0.25 0.25 0.25 0.25 0.00 0.00% Environmental Specialist 2.00 2.00 2.00 2.00 0.00 0.00% Equipment Operator 0.54 0.54 0.54 0.54 0.00 0.00% Facilities Maintenance Lead 1.00 1.00 1.00 1.00 0.00 0.00% Facilities Technician 1.50 1.50 1.50 1.50 0.00 0.00% Hazardous Materials Inspector 0.04 0.04 0.04 0.04 0.00 0.00% Heavy Equipment Operator 0.90 0.90 0.90 0.90 0.00 0.00% Heavy Equipment Operator-Lead 1.15 1.15 1.15 1.15 0.00 0.00% Industrial Waste Inspector 2.99 2.99 2.99 3.00 0.01 0.33% Industrial Waste Investigator 1.15 1.15 1.15 1.15 0.00 0.00% Laboratory Technician WQC 3.00 3.00 3.00 3.00 0.00 0.00% Landfill Technician 1.00 1.00 1.00 1.00 0.00 0.00% Management Analyst 2.30 2.30 2.30 2.30 0.00 0.00% Manager Airport 1.00 1.00 1.00 1.00 0.00 0.00% Manager Environmental Control Program 4.90 4.90 4.90 5.00 0.10 2.04% Manager Laboratory Services 1.00 1.00 1.00 1.00 0.00 0.00% Manager Maintenance Operations 1.96 1.96 1.96 1.96 0.00 0.00% Manager Solid Waste 1.00 1.00 1.00 1.00 0.00 0.00% Manager Water Quality Control Plant 1.00 1.00 1.00 1.00 0.00 0.00% Manager Watershed Protection 0.95 0.95 0.95 0.95 0.00 0.00% Plant Mechanic 7.00 7.00 7.00 7.00 0.00 0.00% Program Assistant I 1.00 1.00 1.00 1.00 0.00 0.00% Program Assistant II 2.00 2.00 2.00 2.00 0.00 0.00% Project Engineer 1.83 1.83 1.83 1.83 0.00 0.00% Project Manager 1.35 1.35 1.35 1.35 0.00 0.00% Senior Accountant 0.30 0.30 0.30 0.30 0.00 0.00% Senior Buyer 1.00 1.00 1.00 1.00 0.00 0.00% Senior Chemist 1.00 1.00 1.00 1.00 0.00 0.00% Senior Engineer 3.76 3.76 3.76 3.76 0.00 0.00% Senior Industrial Waste Investigator 0.99 0.99 0.99 1.00 0.01 1.01% Senior Management Analyst 0.21 0.21 0.21 0.21 0.00 0.00% Senior Mechanic 1.00 1.00 1.00 1.00 0.00 0.00% Senior Operator WQC 6.00 6.00 6.00 6.00 0.00 0.00% Senior Technologist 1.00 1.00 1.00 1.00 0.00 0.00% Storekeeper 1.00 1.00 1.00 1.00 0.00 0.00% Street Maintenance Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Street Sweeper Operator 1.63 1.63 1.63 1.63 0.00 0.00% Supervisor WQCP Operations 3.00 3.00 3.00 3.00 0.00 0.00% Surveyor, Public Works 0.12 0.12 0.12 0.12 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 12 Technologist 1.00 1.00 1.00 1.00 0.00 0.00% Traffic Controller Maintainer I 0.06 0.06 0.06 0.06 0.00 0.00% WQC Plant Operator II 16.00 16.00 16.00 16.00 0.00 0.00% Zero Waste Coordinator 1.00 1.00 1.00 1.00 0.00 0.00% Total Public Works 101.19 101.19 101.19 101.32 0.13 0.13% Utilities Account Specialist 1.70 1.70 1.70 1.70 0.00 0.00% Accountant 0.60 0.60 0.60 0.60 0.00 0.00% Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Administrative Associate II 7.00 7.00 6.00 6.00 0.00 0.00% Assistant City Manager/Utilities General Manager 0.75 0.75 0.00 0.00 0.00 0.00% Assistant Director Administrative Services 0.25 0.25 0.25 0.25 0.00 0.00% Assistant Director Utilities Customer Support Services 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director Utilities Engineering 1.00 1.00 1.00 0.00 -1.00 (100.00)% Assistant Director Utilities Engineering (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Assistant Director Utilities Operations 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director Utilities/Resource Management 1.00 1.00 1.00 1.00 0.00 0.00% Business Analyst 7.00 6.00 6.00 5.00 -1.00 (16.67)% Business Analyst (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Cathodic Protection Technician Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Cathodic Technician 1.00 1.00 1.00 1.00 0.00 0.00% Cement Finisher 2.00 2.00 2.00 2.00 0.00 0.00% Contracts Administrator 0.70 0.70 0.70 0.70 0.00 0.00% Coordinator Utilities Projects 6.00 6.00 6.00 6.00 0.00 0.00% Customer Service Representative 7.00 7.00 7.00 7.00 0.00 0.00% Customer Service Specialist 2.00 2.00 2.00 2.00 0.00 0.00% Customer Service Specialist-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Deputy Chief/Fire Marshal 0.08 0.08 0.08 0.08 0.00 0.00% Deputy City Attorney 1.00 1.00 1.00 1.00 0.00 0.00% Director Administrative Services/CFO 0.20 0.20 0.20 0.20 0.00 0.00% Electric Heavy Equipment Operator 0.00 0.00 0.00 2.00 2.00 0.00% Electric Project Engineer 2.00 2.00 4.00 4.00 0.00 0.00% Electric Underground Inspector 2.00 2.00 2.00 2.00 0.00 0.00% Electric Underground Inspector-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Electrical Equipment Technician 1.00 1.00 1.00 1.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 13 Electrician Assistant I 3.00 3.00 3.00 3.00 0.00 0.00% Engineer 4.00 4.00 4.00 4.00 0.00 0.00% Engineering Manager - Electric 1.00 1.00 1.00 1.00 0.00 0.00% Engineering Manager - WGW 1.00 1.00 1.00 1.00 0.00 0.00% Engineering Technician III 3.00 3.00 3.00 3.00 0.00 0.00% Gas and Water Meter Measurement and Control Technician 4.00 4.00 4.00 4.00 0.00 0.00% Gas and Water Meter Measurement and Control Technician - Lead 1.00 1.00 1.00 1.00 0.00 0.00% Hazardous Materials Inspector 0.06 0.06 0.06 0.06 0.00 0.00% Heavy Equipment Operator 6.70 6.70 6.70 0.00 -6.70 (100.00)% Heavy Equipment Operator - Install/ Repair 4.00 4.00 4.00 4.00 0.00 0.00% Industrial Waste Investigator 0.50 0.50 0.50 0.50 0.00 0.00% Inspector, Field Services 5.00 5.00 5.00 5.00 0.00 0.00% Lineperson/Cable Specialist 11.00 11.00 11.00 10.00 -1.00 (9.09)% Lineperson/Cable Specialist-Lead 4.00 4.00 4.00 4.00 0.00 0.00% Maintenance Mechanic-Welding 2.00 2.00 2.00 2.00 0.00 0.00% Manager Communications 1.00 1.00 1.00 1.00 0.00 0.00% Manager Customer Service 1.00 1.00 1.00 1.00 0.00 0.00% Manager Electric Operations 1.00 1.00 1.00 1.00 0.00 0.00% Manager Treasury, Debt & Investments 0.40 0.40 0.40 0.40 0.00 0.00% Manager Utilities Compliance 1.00 1.00 1.00 1.00 0.00 0.00% Manager Utilities Credit & Collection 1.00 1.00 1.00 1.00 0.00 0.00% Manager Utilities Operations WGW 1.00 1.00 1.00 1.00 0.00 0.00% Manager Utilities Program Services 1.00 1.00 1.00 1.00 0.00 0.00% Manager Utilities Strategic Business 1.00 1.00 1.00 1.00 0.00 0.00% Manager Utilities Telecommunications 1.00 1.00 1.00 1.00 0.00 0.00% Meter Reader 6.00 6.00 6.00 6.00 0.00 0.00% Meter Reader-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Metering Technician 3.00 3.00 3.00 3.00 0.00 0.00% Metering Technician-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Offset Equipment Operator 0.48 0.48 0.48 0.48 0.00 0.00% Overhead Underground Troubleman 2.00 2.00 2.00 2.00 0.00 0.00% Power Engineer 3.00 3.00 1.00 1.00 0.00 0.00% Principal Business Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Program Assistant I 1.50 1.50 1.50 1.50 0.00 0.00% Program Assistant II 0.00 0.00 1.00 1.00 0.00 0.00% Project Engineer 5.00 5.00 5.00 5.00 0.00 0.00% Project Manager 0.75 0.75 0.75 0.75 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 14 Resource Planner 6.00 6.00 5.00 5.00 0.00 0.00% Restoration Lead 1.00 1.00 1.00 1.00 0.00 0.00% SCADA Technologist 2.00 2.00 2.00 2.00 0.00 0.00% Senior Accountant 0.70 0.70 0.70 0.70 0.00 0.00% Senior Business Analyst 2.00 3.00 3.00 3.00 0.00 0.00% Senior Electrical Engineer 4.00 4.00 4.00 4.00 0.00 0.00% Senior Engineer 5.00 5.00 5.00 5.00 0.00 0.00% Senior Management Analyst 0.70 0.70 0.70 0.70 0.00 0.00% Senior Mechanic 1.00 1.00 1.00 1.00 0.00 0.00% Senior Performance Auditor 1.00 1.00 1.00 1.00 0.00 0.00% Senior Resource Planner 6.00 6.00 6.50 6.50 0.00 0.00% Senior Utilities Field Service Representative 1.00 1.00 1.00 1.00 0.00 0.00% Senior Water Systems Operator 2.00 2.00 2.00 2.00 0.00 0.00% Storekeeper 1.00 1.00 1.00 1.00 0.00 0.00% Storekeeper-Lead 0.80 0.80 0.80 0.80 0.00 0.00% Street Light, Traffic Signal & Fiber Technician 5.00 5.00 5.00 5.00 0.00 0.00% Street Light, Traffic Signal & Fiber-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Substation Electrician 6.00 6.00 6.00 5.00 -1.00 (16.67)% Substation Electrician (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Substation Electrician-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Supervising Electric Project Engineer 1.00 1.00 1.00 1.00 0.00 0.00% Tree Maintenance Person 1.00 1.00 1.00 1.00 0.00 0.00% Utilities Chief Operating Officer 1.00 1.00 1.00 0.00 -1.00 (100.00)% Utilities Chief Operating Officer (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Utilities Compliance Technician 2.00 2.00 2.00 3.00 1.00 50.00% Utilities Compliance Technician-Lead 1.00 1.00 1.00 1.00 0.00 0.00% Utilities Credit/Collection Specialist 2.00 2.00 2.00 2.00 0.00 0.00% Utilities Director 0.00 0.00 1.00 1.00 0.00 0.00% Utilities Engineer Estimator 5.00 5.00 5.00 5.00 0.00 0.00% Utilities Field Services Representative 5.00 5.00 5.00 5.00 0.00 0.00% Utilities Install Repair-Lead-Welding Certified 2.00 2.00 2.00 2.00 0.00 0.00% Utilities Install Repair-Welding Certified 3.00 3.00 3.00 3.00 0.00 0.00% Utilities Install/Repair 10.00 10.00 10.00 10.00 0.00 0.00% Utilities Install/Repair Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Utilities Install/Repair-Lead 5.00 5.00 5.00 5.00 0.00 0.00% Utilities Key Account Representative 3.00 3.00 3.00 3.00 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 15 Utilities Locator 3.00 3.00 3.00 3.00 0.00 0.00% Utilities Marketing Program Administrator 3.00 3.00 4.00 4.00 0.00 0.00% Utilities Safety Officer 1.00 1.00 1.00 1.00 0.00 0.00% Utilities Supervisor 12.00 12.00 12.00 11.00 -1.00 (8.33)% Utilities Supervisor (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Utilities System Operator 5.00 5.00 5.00 5.00 0.00 0.00% Utility Engineering Estimator - Lead 1.00 1.00 1.00 1.00 0.00 0.00% Warehouse Supervisor 0.80 0.80 0.80 0.80 0.00 0.00% Water System Operator II 4.00 4.00 4.00 4.00 0.00 0.00% WGW Heavy Equipment Operator 0.00 0.00 0.00 4.70 4.70 0.00% Total Utilities 256.67 256.67 257.42 257.42 0.00 0.00% Total Enterprise Fund 357.86 357.86 358.61 358.74 0.13 0.04% Other Funds Capital Project Fund Administrative Assistant 0.00 0.00 0.15 0.15 0.00 0.00% Administrative Associate I 0.80 0.80 0.80 0.80 0.00 0.00% Administrative Associate III 0.89 1.09 0.89 0.89 0.00 0.00% Assistant Director Public Works 0.58 0.58 0.72 0.72 0.00 0.00% Associate Engineer 2.96 3.04 2.50 1.50 -1.00 (40.00)% Associate Engineer (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Associate Planner 0.00 0.31 0.30 0.30 0.00 0.00% Building Serviceperson 0.00 0.75 0.75 1.00 0.25 33.33% Building Serviceperson-Lead 0.00 1.40 1.40 1.40 0.00 0.00% Cement Finisher-Lead 0.74 0.74 0.74 0.74 0.00 0.00% Chief Transportation Official 0.52 0.36 0.30 0.30 0.00 0.00% Contracts Administrator 0.60 0.60 0.60 0.60 0.00 0.00% Coordinator Public Works Projects 1.30 1.30 1.30 1.30 0.00 0.00% Coordinator Transportation Systems Management 0.62 0.76 0.75 0.75 0.00 0.00% Engineer 2.80 2.80 3.10 2.10 -1.00 (32.26)% Engineer (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Engineering Technician III 0.50 0.50 0.50 0.50 0.00 0.00% Facilities Technician 1.50 1.50 1.50 1.50 0.00 0.00% Inspector, Field Services 1.21 1.21 1.21 1.21 0.00 0.00% Landscape Architect Park Planner 0.90 0.90 0.90 0.90 0.00 0.00% Management Analyst 0.79 0.82 0.94 0.95 0.01 1.06% Manager Facilities 0.10 0.10 0.10 0.10 0.00 0.00% Manager Maintenance Operations 0.65 0.65 0.65 0.65 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 16 Parking Operations-Lead 1.00 0.35 0.40 0.40 0.00 0.00% Program Assistant II 0.40 0.00 0.00 0.00 0.00 0.00% Project Engineer 7.14 6.84 7.59 7.62 0.03 0.40% Project Manager 1.15 1.15 1.15 0.80 -0.35 (30.43)% Project Manager (Freeze)0.00 0.00 0.00 0.35 0.35 0.00% Senior Engineer 1.99 1.99 2.99 4.04 1.05 35.12% Senior Management Analyst 0.60 0.72 0.60 0.60 0.00 0.00% Senior Planner 0.85 0.72 0.50 0.50 0.00 0.00% Senior Project Manager 0.90 0.90 1.00 0.00 -1.00 (100.00)% Supervisor Inspection and Surveying 0.63 0.63 0.63 0.65 0.02 3.17% Surveyor, Public Works 0.55 0.55 0.55 0.55 0.00 0.00% Traffic Engineering-Lead 0.62 0.35 0.55 0.55 0.00 0.00% Transportation Planning Manager 0.50 0.35 0.35 0.35 0.00 0.00% Total Capital Project Fund 33.79 34.76 36.40 36.77 0.37 1.02% Printing and Mailing Services Manager Revenue Collections 0.10 0.10 0.10 0.10 0.00 0.00% Offset Equipment Operator 1.52 1.52 1.52 1.52 0.00 0.00% Total Printing and Mailing Services 1.62 1.62 1.62 1.62 0.00 0.00% Special Revenue Funds Account Specialist 1.62 1.87 1.87 1.37 -0.50 (26.74)% Account Specialist (Freeze)0.00 0.00 0.00 0.50 0.50 0.00% Account Specialist-Lead 0.95 0.55 0.55 0.55 0.00 0.00% Administrative Assistant 0.00 0.00 0.35 0.35 0.00 0.00% Administrative Associate II 0.20 0.20 0.20 0.20 0.00 0.00% Administrative Associate III 0.00 0.21 0.00 0.00 0.00 0.00% Associate Planner 0.00 0.42 0.25 0.25 0.00 0.00% Chief Transportation Official 0.05 0.00 0.00 0.00 0.00 0.00% Community Service Officer 0.50 0.50 0.50 0.37 -0.13 (26.00)% Community Service Officer (Freeze)0.00 0.00 0.00 0.13 0.13 0.00% Coordinator Public Works Projects 0.20 0.20 0.20 0.20 0.00 0.00% Electrician 0.20 0.20 0.20 0.20 0.00 0.00% Facilities Maintenance-Lead 0.15 0.15 0.15 0.15 0.00 0.00% Facilities Painter 0.25 0.25 0.25 0.25 0.00 0.00% Facilities Technician 0.45 0.45 0.45 0.45 0.00 0.00% Management Analyst 0.02 0.17 0.35 0.35 0.00 0.00% Manager Community Services Senior Program 1.00 1.00 1.00 1.00 0.00 0.00% Manager Maintenance Operations 0.19 0.19 0.19 0.19 0.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 17 Manager Revenue Collections 0.28 0.28 0.28 0.28 0.00 0.00% Parking Operations-Lead 0.00 0.55 0.60 0.60 0.00 0.00% Senior Planner 0.40 0.40 0.40 0.40 0.00 0.00% Street Maintenance Assistant 2.00 2.00 2.00 2.00 0.00 0.00% Street Sweeper Operator 0.37 0.37 0.37 0.37 0.00 0.00% Transportation Planning Manager 0.30 0.24 0.50 0.50 0.00 0.00% Total Special Revenue Funds 9.13 10.20 10.66 10.66 0.00 0.00% Technology Fund Administrative Assistant 1.00 1.00 1.00 1.00 0.00 0.00% Assistant Director Administrative Services 0.10 0.10 0.10 0.10 0.00 0.00% Business Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Desktop Technician 6.00 6.00 6.00 6.00 0.00 0.00% Director Information Technology/CIO 1.00 1.00 1.00 0.00 -1.00 (100.00)% Director Information Technology/CIO (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Manager Information Technology 4.00 3.00 3.00 3.00 0.00 0.00% Manager Information Technology Security 1.00 1.00 1.00 1.00 0.00 0.00% Principal Business Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Senior Business Analyst 2.00 2.00 2.00 2.00 0.00 0.00% Senior Management Analyst 1.00 1.00 1.00 1.00 0.00 0.00% Senior Technologist 17.00 18.00 18.00 16.00 -2.00 (11.11)% Senior Technologist (Freeze)0.00 0.00 0.00 2.00 2.00 0.00% Technologist 1.00 1.00 1.00 0.00 -1.00 (100.00)% Technologist (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Total Technology Fund 36.10 36.10 36.10 36.10 0.00 0.00% Vehicle Replacement and Maintenance Fund Administrative Associate III 1.00 1.00 0.00 0.00 0.00 0.00% Assistant Director Public Works 0.25 0.25 0.25 0.25 0.00 0.00% Assistant Fleet Manager 1.00 1.00 1.00 1.00 0.00 0.00% Equipment Maintenance Service Person 2.00 2.00 2.00 2.00 0.00 0.00% Fleet Services Coordinator 2.00 2.00 1.00 1.00 0.00 0.00% Management Analyst 0.20 0.20 0.20 0.20 0.00 0.00% Management Assistant 0.00 0.00 1.00 1.00 0.00 0.00% Manager Fleet 1.00 1.00 1.00 1.00 0.00 0.00% Motor Equipment Mechanic II 6.00 6.00 6.00 5.00 -1.00 (16.67)% Motor Equipment Mechanic II (Freeze)0.00 0.00 0.00 1.00 1.00 0.00% Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % TABLE OF ORGANIZATION 18 Motor Equipment Mechanic-Lead 2.00 2.00 2.00 2.00 0.00 0.00% Project Manager 1.00 1.00 1.00 1.00 0.00 0.00% Senior Management Analyst 0.08 0.08 0.08 0.08 0.00 0.00% Total Vehicle Replacement and Maintenance Fund 16.53 16.53 15.53 15.53 0.00 0.00% Workers’ Compensation Program Fund Senior Human Resources Administrator 1.00 1.00 1.00 1.00 0.00 0.00% Total Workers’ Compensation Program Fund 1.00 1.00 1.00 1.00 0.00 0.00% Total Other Funds 98.17 100.21 101.31 101.68 0.37 0.37% Total Citywide Positions 1,058.95 1,040.35 1,034.85 1,034.85 0.00 0.00% a. The Table of Organization includes position freezes recommended in the FY 2021 Adopted Oper- ating Budget memo (CMR 11330). These positions have been de-funded in FY 2021 and are identified in the Table of Organization with “(Freeze)” following the job classification title. Job classifications im- pacted by freezes are summarized in two rows, one to reflect the total FTE authorized (less freezes), and one to reflect the total FTE freezes. b. The Office of Transportation was created within the City Manager’s Office in FY 2020 through the reallocation of staff and resources from the Planning and Development Services Department (previ- ously the Planning and Community Environment Department). For demonstrative purposes, prior years in the Office of Transportation have been restated to include Transportation staff. c. The Planning and Development Services Department was established in FY 2020 through the merg- ing of the Development Services Department and the Planning and Community Environment Depart- ment and the reallocation of resources to create a dedicated Office of Transportation within the City Manager’s Office. For demonstrative purposes, prior years have been restated to include staffing of the prior Development Services Department and the Planning and Community Environment Depart- ment. Table of Organizationa FY 2018 Actuals FY 2019 Actuals FY 2020 Adopted Budget FY 2021 Adopted Budget FY 2021 Change FTE FY 2021 Change % Attachment A, Exhibit 6 Municipal Fee Changes for FY 2021 New Fees New Fees Department Fee Title Justification Cost Recovery Level Community Services Deworming $20.00 per pet High Community Services Rescue Group (Non‐Profit) ‐ Dog Spay/Neuter (under 50 lbs) $75.00 per pet High Community Services Rescue Group (Non‐Profit) ‐ Dog Spay/Neuter (over 50 lbs) $100.00 per pet High Community Services Ticketed Admission Fee $2.00 ‐ $24.00 per person High Community Services Family Membership $150.00 ‐ $430.00 each High Community Services Teen Center Membership Fee $10.00 per month Low Community Services Dawn Redwood Courtyard Resident Fee: $250.00 per hour; Non‐Resident Fee: $325.00 per hour High Community Services Multi‐use Room Resident Fee: $120.00 per hour; Non‐Resident Fee: $180.00 per hour High Community Services Indoor Classroom Resident Fee: $96.00 per hour; Non‐Resident Fee: $105.00 per hour High Community Services Outdoor Classroom Resident Fee: $120.00 per hour; Non‐Resident Fee: $180.00 per hour High Community Services Art Studio Short Term Resident Fee: $89.00 per week; Non‐Resident Fee: $99.00 per week High Community Services Package Rental ‐ Adobe North Tech Lab and South Meeting Room Resident Fee: $209.00 per hour; Non‐Resident Fee: $312.00 per hour High Library Mitchell Park Library Community Room ‐ Full Day Rental Resident Fee: $324.00 per day; Non‐Resident Fee: $485.00 per day High Library Rinconada Library Community Room ‐ Full Day Rental Resident Fee: $469.00 per day; Non‐Resident Fee: $702.00 per day High Library Room Cleaning & Damage Deposit $300.00 ‐ $3,000.00 per deposit High Library Room Cleaning Fee ‐ Add on $80.00 ‐ $500.00 per event High Library Room Rental Furniture damage Cost of repair or replacement per item High Library Photography/Filming ‐Space rental fee $100.00 ‐ $2,000.00 per session High Public Works Home Improvement Exception ‐ Trees $737.00 per application High Page 1 of 4 Attachment A, Exhibit 6 Municipal Fee Changes for FY 2021 Deleted Fees Deleted Fees Department Fee Title Justification Community Services Rescue Group (Non‐Profit) ‐ Dog Spay/Neuter This service is no longer provided. Community Services Dance Parties This service is no longer provided. Community Services Card Replacement Fee This service is no longer provided. Community Services Open Space & Parks Special Use Permit This service is no longer provided. Community Services Science Lab 2 This service is no longer provided. Community Services Science Lab Rental This service is no longer provided. Community Services Other Rooms This service is no longer provided. Community Services Zoo This service is no longer provided. Community Services Package Rental ‐ Weddings (Saturday & Sunday) This service is no longer provided. Community Services Upright Piano This service is no longer provided . Community Services A. Art Studio Short Term, Quarter Studio This service is no longer provided. Community Services B. Art Studio Short Term, Half Studio This service is no longer provided. Community Services C. Art Studio Short Term, Whole Studio This service is no longer provided. Community Services Teen Center This service is no longer provided. Community Services Cleaning Package ‐ Add On (Mitchell Park Only) This service is no longer provided. Library Overdue Materials ‐ Adult Fines for adult overdue materials will no longer be collected. Planning and Development Services Construction/Maintenance Vehicles Parking Space Permit Duplicate fee; Loss of Parking Space fee is available for the same purpose. Public Works Grease Waste Disposal This service is no longer provided. Page 2 of 4 Attachment A, Exhibit 6 Municipal Fee Changes for FY 2021 Changed Fees Administrative Services Department Fee Title FY 2020 Adopted FY 2021 Proposed % Change Justification Revenue Collection‐Documents and Photocopies: Mailing (Certified) $3.50 each $3.55 each 1.43% Changed to align with postal rate Community Services Department Fee Title FY 2020 Adopted FY 2021 Proposed % Change Justification Rabbits $10.00 per pet $40.00 per pet 300.00% Rescue Group (Non‐Profit) ‐ Cat Spay/Neuter $55.00 per pet $50.00 per pet ‐9.09% JMZ ‐ Science School and Group Programs Resident Fee: $132.00 ‐ $349.00 per program; Non‐ Resident Fee: Fee plus up to 50% Resident Fee: $147.00 ‐ $390.00 per program; Non‐ Resident Fee: Fee plus up to 50% 11.50% JMZ ‐ Science Child and Family Programs Resident Fee: $28.00 ‐ $389.00 per program; Non‐Resident Fee: Fee plus up to 50% Resident Fee: $28.00 ‐ $660.00 per program; Non‐Resident Fee: Fee plus up to 50% 34.83% JMZ ‐ Group Admission $5.00 per child $2.00 ‐ $10.00 per person Range Package Rental ‐ All Available Space Resident Fee: $582.00 per hour; Non‐Resident Fee: $873.00 per hour Resident Fee: $750.00 per hour; Non‐Resident Fee: $1,125.00 per hour 28.87% Exhibit Hall Rental Resident Fee: $233.00 per hour; Non‐Resident Fee: $350.00 per hour Resident Fee: $295.00 per hour; Non‐Resident Fee: $442.00 per hour 26.45% Administration Fee Per Registration $0.00 ‐ $29.00 each $0.00 ‐ $50.00 each 72.40%Council‐approved May 26, 2020 (CMR 11376) Library Department Fee Title FY 2020 Adopted FY 2021 Proposed % Change Justification Mitchell Park Library Community Room Resident Fee: $94.00 per hour; Non‐Resident Fee: $140.00 per hour Resident Fee: $65.00 per hour; Non‐Resident Fee: $97.00 per hour ‐30.78% Rinconada Library Community Room Resident Fee: $140.00 per hour; Non‐Resident Fee: $210.00 per hour Resident Fee: $94.00 per hour; Non‐Resident Fee: $140.00 per hour ‐33.10% Office of Transportation Fee Title FY 2020 Adopted FY 2021 Proposed % Change Justification Downtown RPP ‐ Annual Resident Parking Permit $50.00 each, first permit free $50.00 each 0.00% Evergreen Park ‐ Mayfield RPP ‐ Annual Resident Parking Permit $50.00 each, first permit free $50.00 each 0.00% Southgate RPP ‐ Annual Residential Parking Permit $50.00 each, first permit free* $50.00 each 0.00% Evergreen Park ‐ Mayfield RPP Reduced‐Price Employee Parking Permit $25.00 each $50.00 each 100.00% Evergreen Park ‐ Mayfield RPP Full Price Employee Parking Permit $201.00 each $310.00 each 54.23% Southgate RPP ‐ Full Price Employee Parking Permit $201.00 each $310.00 each 54.23% California Avenue Area All Garages and Lots Annual Parking Permit $403.00 per year $620.00 per year 53.85% Shelter operator recommendation Department recommendation to align with the proposal to reopen the JMZ in Fiscal Year 2021 Aligned with CSD's El Palo Alto room per sq foot cost, General Rate of Increase also applied Standardizing prices of all employee permits offered by the City Council‐approved change in policy on May 13, 2020 *This was part of a pilot program at the time the FY20 Adopted book was printed Page 3 of 4 Attachment A, Exhibit 6 Municipal Fee Changes for FY 2021 Changed Fees Planning and Development Services Fee Title FY 2020 Adopted FY 2021 Proposed % Change Justification A. 101 ‐ 1,000 cubic yards $213.00 for the first 100 cubic yards, plus $213.00 for each additional 100 cubic yards or fraction thereof $218.00 for the first 100 cubic yards, plus $218.00 for each additional 100 cubic yards or fraction thereof 2.35% B. 1,001 ‐ 10,000 cubic yards $2,130.00 for the first 1,000 cubic yards plus $199.00 for each additional 1,000 cubic yards or fraction thereof $2,180.00 for the first 1,000 cubic yards plus $205.00 for each additional 1,000 cubic yards or fraction thereof 2.35% C. 10,001 or more cubic yards $4,120.00 for the first 10,000 cubic yards plus $771.00 for each additional 10,000 cubic yard or fraction thereof $4,230.00 for the first 10,000 cubic yards plus $798.00 for each additional 10,000 cubic yard or fraction thereof 2.67% Tree Inspection for Private Development $162.00 per inspection $161.00 per inspection ‐0.62% A. Dumpster, Container $331.00 each $344.00 each 3.93% B. Non‐Residential ‐ Single Day $1,339.00 each $1,385.00 each 3.44% C. Non‐Residential Short‐Term (Less than 5 days) $1,570.00 each $1,619.00 each 3.12% D. Non‐Residential Long‐Term (More than 5 days) $2,177.00 each $2,226.00 each 2.25% Wet Season Construction Site Stormwater Inspection $308.00 per inspection plus $101.00 per hour thereafter, charged monthly October thru April. $309.00 per inspection plus $101.00 per hour thereafter, charged monthly October thru April. 0.32% Architectural Review ‐ Minor Project Trees (ARB Review) $1,223.00 per application $1,189.00 per application ‐2.78% Architectural Review ‐ Minor Project Trees (Staff Review) $244.00 per hour $229.00 per hour ‐6.15% 1. Temporary Discharge to Storm Drain from Non‐Exclusionary Construction Site Dewatering $15,593.00 each $15,710.00 each 0.75% 2. Additional Temporary Discharge to Storm Drain from Non‐ Exclusionary Construction Site Dewatering $341.00 per week for the duration of dewatering activities $345.00 per week for the duration of dewatering activities 1.17% A. Construction in Public Right‐of‐Way ($1.00 ‐ $5,999) $751.00 per occurrence $721.00 per occurrence ‐3.99% B. Construction in Public Right‐of‐Way ($6,000 ‐ $25,999) $751.00 + 9.4% of value greater than $6,000.00 $741.00 + 9.3% of value greater than $6,000.00 ‐1.33% C. Construction in Public Right‐of‐Way ($26,000 ‐ $100,999) $2,631.00 + 11.5% of value greater than $26,000.00 $2,581.00 + 11.8% of value greater than $26,000.00 ‐1.90% D. Construction in Public Right‐of‐Way ($101,000 +) $11,265.00 + 9.6% of value greater than $100,000.00 $11,431.00 + 9.3% of value greater than $100,000.00 1.47% Right of Way Closure Management $87.00 each $89.00 each 2.30% Storm Drain Plan Check Fee $1,017.00 each $1,043.00 each 2.56% Public Works fees were analyzed, and proposed fees reflect the maintainenance of cost‐recovery levels. Page 4 of 4 CITY OF PALO ALTO RETIREE HEALTHCARE PLAN June 30, 2019 Actuarial Valuation Contributions for 2020/21 & 2021/22 Final Results Prepared by Mary Beth Redding, Vice President & Actuary Deanna Van Valer, Assistant Vice President & Actuary Joseph Herm, Actuarial Analyst Michelle Shen, Actuarial Analyst Bartel Associates, LLC June 12, 2020 CONTENTS O:\Clients\City of Palo Alto\Projects\OPEB\2019 Val\Reports\BA PaloAltoCi 20-06-12 OPEB 6-30-19 Final Results.docx Topic Page Benefit Summary 1 Implied Subsidy 7 Participant Statistics 9 Actuarial Assumptions Highlights 15 Actuarial Methods 19 Assets 21 Results 23 Results - Details 37 Sensitivity Analysis 46 Actuarial Certification 51 Exhibits 53 Attachment B June 12, 2020 1 BENEFIT SUMMARY Eligibility Retire directly from the City under CalPERS (age 501 and 5 years of CalPERS service or disability) Medical Provider CalPERS health plans (PEMHCA) CalPERS administrative fees paid by City Retiree Medical Benefit for Current Retirees: Hired < 1/1/04 (1/1/05 SEIU, 1/1/06 PAPOA) & Did Not Elect into Group 4 GROUP 1: Retired < 1/1/07 (3/1/09 for PAPOA) • Benefit = Full premium up to family coverage GROUP 2: Retired after GROUP 1 and before 5/1/11 (12/1/11 IAFF/FCA, 6/1/12 PMA, 4/1/15 POA) • Benefit = Same as above but premium limited to 2nd most expensive Basic (non-Medicare) medical plan in the Bay Area Region/Region 1 (Anthem Traditional in 2019, PERSCare in 2020) GROUP 3: Retired after GROUP 2 • Benefit = same amount as active employees, which may change from time to time and in the future as bargaining agreements change (valuation assumes no future changes to active benefits) 1 Age 52 for Miscellaneous New Hires under PEPRA June 12, 2020 2 BENEFIT SUMMARY Retiree Medical Benefit for Current Actives: Hired < 1/1/04 (1/1/05 SEIU, 1/1/06 PAPOA) & Did Not Elect into Group 4 GROUP 3: Currently active and did not elect into Group 4 • No active Group 3 POA, PMA, IAFF or FCA • Only remaining Group 3 actives in MGMT, SEIU, UMPAPA • Benefit = up to full premium, but limited to flat dollar caps same as active contribution Mgmt/Conf UMPAPA SEIU All Groups 2019 2019 2019 2020 Single $ 837 $ 840 $ 804 $ 840 2-Party 1,671 1,680 1,606 1,680 Family 2,172 2,180 2,088 2,180 For SEIU only, the 2021 cap will be increased at 50% of the average of increase to Kaiser and PERS Choice June 12, 2020 3 BENEFIT SUMMARY Retiree Medical Benefit for those: Hired ≥ 1/1/04 (1/1/05 SEIU, 1/1/06 PAPOA) & Employees Hired Before These Dates Electing into Group 42 GROUP 4: Government Code §22893 “Vesting Schedule” (based on all CalPERS Service)3: Years of Service % Years of Service % < 10 0% 13 65% 10 50% 14 70% 11 55% ↓ ↓ 12 60% > 20 100% 100% vesting for disability retirements Vesting applies to 100/90 formula amounts, which are the maximum amounts payable by the City (retirees pay any difference between these amounts and actual premiums): 2018 2019 2020 Single $ 725 $ 734 $ 767 2-Party 1,377 1,398 1,461 Family 1,766 1,788 1,868 If have 20 years City service do not need to retire directly from City 2 All currently active POA/PMA, IAFF/FCA are Group 4. Some Mgmt/Conf and some SEIU remained in Group 3, and some elected into Group 4. 3 Minimum 5 years City Service. June 12, 2020 4 BENEFIT SUMMARY Dental, Vision & Medicare Part B None Surviving Spouse Benefit 100% of retiree benefit continues to surviving spouse if retiree elects CalPERS pension survivor allowance Waived Re- election Waived retirees/beneficiaries may re-elect coverage at a future date Summary of Changes Since the Prior Valuation Updates for 2019 and 2020 to the active contribution amounts, which affect the GROUP 3 benefits (current actives and current retirees). • Changes to flat dollar amounts, amounts for 2019 differ slightly by bargaining unit • Prior UMPAPA benefit: 90% of premium up to 90% of Group 2 cap • Updated UMPAPA benefit: flat dollar caps similar to SEIU and Mgmt/Conf June 12, 2020 5 BENEFIT SUMMARY Pay-As-You- Go ($000s) Fiscal Year Cash Implied Subsidy Total 2018/19 $ 9,960 $ 2,197 $ 12,157 2017/18 9,660 2,444 12,104 2016/17 9,713 2,203 11,916 2015/16 9,681 1,960 11,641 2014/15 8,995 1,916 10,911 2013/14 7,317 - 7,317 2012/13 8,766 - 8,766 2011/12 8,165 - 8,165 2010/11 6,216 - 6,216 2009/10 5,519 - 5,519 June 12, 2020 6 BENEFIT SUMMARY Monthly Benefit Cap Amounts 2019 2020 Group Single 2-Party Family Single 2-Party Family Group 14 $1,131.68 $2,263.36 $2,942.37 $1,184.84 $2,369.68 $3,080.58 Group 2 1,111.13 2,222.26 2,888.94 1,133.14 2,266.28 2,946.16 Group 3 SEIU 804.00 1,606.00 2,088.00 804.00 1,680.00 2,180.00 Group 3 MGMT 837.00 1,671.00 2,172.00 804.00 1,680.00 2,180.00 Group 3 UMPAPA 840.00 1,680.00 2,180.00 804.00 1,680.00 2,180.00 Group 4 (100% vest) 734.00 1,398.00 1,788.00 767.00 1,461.00 1,868.00 % Decrease from Group 1 (assumes Group 1 is in most expensive plan) Group 2 2% 2% 2% 4% 4% 4% Group 3 SEIU 29% 29% 29% 32% 29% 29% Group 3 MGMT 26% 26% 26% 32% 29% 29% Group 3 UMPAPA 26% 26% 26% 32% 29% 29% Group 4 35% 38% 39% 35% 38% 39% 4 No cap for Group 1. Amount shown is most expensive Non-Medicare Bay Area/Region 1 premium. June 12, 2020 7 IMPLIED SUBSIDY For PEMHCA, employer cost for allowing retirees to participate at active rates. • Kaiser 2020 Region 1 plan: The City included the implied subsidy beginning with the June 30, 2013 valuation. 25 30 35 40 45 50 55 60 64 65 70 75 80 85 Premium 768 768 768 768 768 768 768 768 768 339 339 339 339 339 Male Cost by Age 281 310 358 423 512 642 849 1,071 1,194 308 328 345 362 396 Female Cost by Age 492 555 607 670 745 839 988 1,122 1,198 309 327 344 361 395 $- $200 $400 $600 $800 $1,000 $1,200 $1,400 June 12, 2020 8 IMPLIED SUBSIDY This page intentionally blank June 12, 2020 9 PARTICIPANT STATISTICS Participant Statistics 5 Includes 68 waived retirees over 65. 6 Excludes all waived retirees over 65; includes 38 waived under 65 retirees. 7 Excludes all waived retirees, regardless of age. 8 All retirements included. Disability retirement data unreliable. 6/30/11 6/30/13 6/30/15 6/30/17 6/30/19 Actives • Count 923 948 955 967 930 • Average Age 44.7 45.2 45.3 45.6 44.8 • Average City Service 10.8 10.8 10.8 10.9 10.8 • Average PERS Service 13.7 11.7 11.9 11.9 11.7 • Average Salary $86,007 $86,271 $91,714 $90,739 $110,969 • Total Salary (000’s) $79,384 $81,785 $87,586 $87,745 $103,201 Retirees: • Count 860 968 1,0075 9596 9747 • Average Age 67.0 68.2 68.9 68.9 70.0 • Average Retirement Age o Service 55.58 57.8 57.7 57.7 58.0 o Disability n/a 45.3 45.6 45.9 46.1 June 12, 2020 10 PARTICIPANT STATISTICS Historical Active and Retiree Counts9 9 Retiree count is subscribers: retirees and surviving spouses 6/30/09 6/30/11 6/30/13 6/30/15 6/30/17 6/30/19 Active 955 923 948 955 967 930 Retired 710 860 968 1,007 959 974 43%48% 50% 51% 50%51% 57%52% 50% 49% 50%49% - 500 1,000 1,500 2,000 2,500 June 12, 2020 11 PARTICIPANT STATISTICS Participant Statistics June 30, 2019 10 Actual 2018/19 PERSable compensation. 11 Excludes retirees who have waived coverage, regardless of age. Group 1 Group 2 Group 3 Group 4 Total Actives • Count n/a n/a 92 838 930 • Average Age n/a n/a 54.2 43.8 44.8 • Average Entry Age n/a n/a 32.7 35.9 34.5 • Average City Service n/a n/a 21.4 9.7 10.8 • Average PERS Service n/a n/a 21.9 10.6 11.7 • Average Salary n/a n/a $108,291 $111,263 $110,969 • Total Salary (000’s)10 n/a n/a $9,963 $93,238 $103,201 Benefitting Retirees11: • Count 458 292 128 96 974 • Average Age 76.3 66.7 62.4 60.3 70.0 • Avg Service Ret Age 57.6 57.8 58.8 59.2 58.0 • Avg Disability Ret Age 45.5 47.0 51.2 47.1 46.1 June 12, 2020 12 PARTICIPANT STATISTICS Participant Statistics June 30, 2017 12 Includes 38 retirees who have waived coverage and are under age 65. Excludes waived retirees over age 65. Group 1 Group 2 Group 3 Group 4 Total Actives • Count n/a n/a 133 834 967 • Average Age n/a n/a 53.1 44.4 45.6 • Average Entry Age n/a n/a 32.8 33.9 33.7 • Average City Service n/a n/a 20.0 9.4 10.9 • Average PERS Service n/a n/a 20.3 10.6 11.9 • Average Salary n/a n/a $90,623 $90,757 $90,739 • Total Salary (000’s) n/a n/a $12,053 $75,692 $87,745 Retirees12: • Count 500 302 117 40 959 • Average Age 74.5 64.6 60.3 57.1 68.9 • Avg Service Ret Age 57.6 57.8 58.2 56.9 57.7 • Avg Disability Ret Age 45.6 46.4 49.1 44.3 45.9 June 12, 2020 13 PARTICIPANT STATISTICS Data Reconciliation 6/30/2017 to 6/30/2019 Actives Retirees Disabled Benefic. Total June 30, 2017 967 716 171 72 1,926 • New Hires/Rehires 157 - - - 157 • Disabled (1) - 1 - - • Terminated13 (93) - - - (93) • Died with Benefic.14 - (5) (1)6 - • Died, no Beneficiary - (18) (11) (7) (36) • Retired/covered (90) 90 - - - • Retired/waived (10) - - - (10) • Waived Retiree15 - (31) (10) (4) (45) • Adjustment/Other - 2 1 2 5 June 30, 2019 930 754 151 69 1,904 13 All actives in June 30, 2017 valuation and not in June 30, 2019 valuation assumed terminated. 14 Retirees in the June 30, 2017 valuation not in the June 30, 2019 valuation assumed deceased. 15 Retiree count as of June 30, 2017 valuation included waived retirees <65. June 12, 2020 14 PARTICIPANT STATISTICS This page intentionally blank June 12, 2020 15 ACTUARIAL ASSUMPTIONS HIGHLIGHTS June 30, 2017 Valuation June 30, 2019 Valuation Valuation Date June 30, 2017 ADC for Fiscal Years 2018/19 & 2019/20 (end of year) 1 year lag June 30, 2019 ADC for Fiscal Years 2020/21 & 2021/22 (end of year) 1 year lag Funding Policy Full Pre-funding through CalPERS trust (CERBT) Strategy #1 Same Discount Rate 6.75%, net of expenses based on CERBT Strategy #1 Same Medical Trend Non-Medicare: 7.5% for 2019, decreasing to an ultimate rate of 4.0% in 2076 Medicare: 6.5% for 2019, decreasing to an ultimate rate of 4.0% in 2076 Non-Medicare: 7.25% for 2021, decreasing to an ultimate rate of 4.0% in 2076 Medicare: 6.3% for 2021, decreasing to an ultimate rate of 4.0% in 2076 June 12, 2020 16 ACTUARIAL ASSUMPTIONS HIGHLIGHTS June 30, 2017 Valuation June 30, 2019 Valuation Increase to Group 3 Flat Dollar Caps ½ of Medical Trend, not less than assumed inflation (2.75%)16 Same Participation at Retirement Groups 3 & 4: 90% Based on Plan experience Group 3: 98% Group 4: if eligible for City contribution: 95%; if not: 0% Based on Plan experience17 16 Increase is for purposes of financial projection only and does not imply any obligation to increase the cap in the future. 17 Actual participation percentage for Group 3 since 6/30/17 is 100% Miscellaneous. Note there are no active Safety members in Group 3. Actual participation percentages for Group 4 since 6/30/17 are 83% Miscellaneous and 92% Safety, or 84% overall. Actual participation for Group 3 and Group 4 since 6/30/17 is 88% overall. Group 4 still has limited actual experience. We recommend continued monitoring for Group 4. June 12, 2020 17 ACTUARIAL ASSUMPTIONS HIGHLIGHTS June 30, 2017 Valuation June 30, 2019 Valuation Retirement, Mortality, Termination, Disability CalPERS 1997-2015 Experience Study for all but Mortality Mortality – CalPERS 1997- 2011 Experience Study, and Society of Actuaries mortality improvement scale MP-17 CalPERS 1997-2015 Experience Study Update to most recent Society of Actuaries mortality improvement scale MP-19 ACA Excise Tax Estimate by 2% load on cash subsidy Remove load due to December 2019 repeal of Excise Tax18 18 Note for GASBS 75 purposes, the Total OPEB Liability as of Measurement Date (MD) 6/30/19 will include a 2% load, as legislation passed after the MD may not be taken into account. June 12, 2020 18 ACTUARIAL ASSUMPTIONS HIGHLIGHTS June 30, 2017 Valuation June 30, 2019 Valuation Basis for Assumptions (6/30/19 Valuation) No experience study performed for this Plan CalPERS December 2017 experience study covering 1997 to 2015 experience was used Mortality improvement: most recent Society of Actuaries scale Inflation based on the Plan’s very long time horizon Short-term medical trend developed in consultation with Axene Health Partners’ healthcare actuaries. Long-term medical trend developed using Society of Actuaries’ Getzen Model of Long-Run Medical Cost Trends Age-based claims are based on factors developed by Axene Health Partners’ healthcare actuaries and demographic data from CalPERS. Participation and coverage based in part on Plan experience Capital market assumptions for the recommended discount rate are based on our study of investment advisor 10-year 2017 capital market assumptions adjusted in some cases to reflect anticipated long-term trends June 12, 2020 19 ACTUARIAL METHODS Method June 30, 2017 Valuation June 30, 2019 Valuation Cost Method Entry Age Normal Level % of Pay Same Unfunded Liability Amortization 26 years closed period Level % of pay (3% annual escalation) Sensitivity analysis: 24 & 20 years 24 years closed period Level % of pay (3% annual escalation) Sensitivity analysis: 22 & 20 years Actuarial Asset Value Market Value of Assets19 Same Future New Entrants Closed group – no new participants Implied Subsidy Implied subsidy valued Plan Continuance For purposes of financial projections, the plan and benefits are assumed to continue unchanged. The calculation of this obligation does not imply that there is any legal liability to provide or continue providing the benefits valued. 19 Using Market Value of Assets to determine the ADC will result in more volatile future ADCs than if a smoothed Market Value were used. June 12, 2020 20 ACTUARIAL METHODS This page intentionally blank June 12, 2020 21 ASSETS Market Value of Plan Assets – CERBT #1 (Amounts in 000’s) Audited 2015/16 Audited 2016/17 2017/1820 2018/19 Proj 2019/2021 MVA (Beg. of Year) $ 78,578 $ 79,843 $ 91,170 $ 107,846 $ 118,497 • Audit Adjustment22 (1,972) - - - • Contributions 2,351 2,823 9,212 5,723 16,482 • Benefit Payments23 - - - (1,883) (12,642) • Admin. Expenses (37) (44) (50) (53) (62) • Investment Return24 924 8,628 7,513 6,864 12,535 MVA (End of Year) 79,843 91,250 107,846 118,497 134,810 Approx. Annual Return 1.1% 10.4% 7.8% 6.3% 10.5% 20 Taken from CERBT quarterly statements. Audited asset balances at 6/30/18 and 6/30/19 are $107,809,741 and $118,478,415 respectively. 21 Projected from actual 12/31/2019 CERBT balance (unaudited) using assumed rate of return for last half of fiscal year. 22 Backs out accrued contribution in July 2015 for $2,047,517 and $75,658 for adjustments made by CalPERS auditors. 23 Benefit Payments made outside of trust by City for years before 2018/19. Refer to Slide 5 for fiscal year amounts. 24 Net of investment expenses. June 12, 2020 22 ASSETS Historical Returns25 25 Projected return for 2019/20 uses actual investment return (unaudited) for first half of fiscal year and assumed rate of return for last half of fiscal year 08/09 09/10 10/11 11/12 12/13 13/14 14/15 15/16 16/17 17/18 18/19 Proj 19/20 MVA -22.5% 15.1% 24.4% 0.1% 11.2% 18.2% -0.2% 1.1% 10.4% 7.8% 6.3% 10.5% Expected Return 7.75% 7.75% 7.75% 7.75% 7.75% 7.75% 7.61% 7.25% 7.25% 6.75% 6.75% 6.75% (30%) (20%) (10%) 0% 10% 20% 30% June 12, 2020 23 RESULTS Actuarial Obligations (Amounts in 000’s) 6/30/17 Valuation 6/30/19 Valuation 6/30/17 Proj 6/30/18 6/30/19 Proj.6/30/20 Discount Rate 6.75%6.75% Present Value of Benefits • Actives (future retirees) $ 141,887 $ 141,423 • Retirees 160,927 159,156 • Total 302,814 300,579 Actuarial Accrued Liability • Actives (future retirees) 83,832 82,313 • Retirees 160,927 159,156 • Total 244,759 $ 255,795 241,469 $ 251,389 Actuarial Value of Assets(MV) 91,250 111,869 118,497 134,810 Unfunded AAL 153,509 143,926 122,972 116,579 Funded Ratio 37% 44% 49% 54% Normal Cost26 7,081 6,978 Pay-As-You-Go Cost (Cash)10,274 10,859 Pay-As-You-Go Cost (IS)2,197 2,346 26 Includes Administration fees. June 12, 2020 24 RESULTS Historical Funded Status (Amounts in 000’s) 24%27% 29% 33%37% 49% $0 $50,000 $100,000 $150,000 $200,000 $250,000 1/1/11 6/30/11 6/30/13 6/30/15 6/30/17 6/30/19 Retiree pay-go Retiree AAL less pay-go Active AAL MVA (xx% Funded Ratio) June 12, 2020 25 RESULTS Actuarial Gain/Loss (Amounts in $000’s) AAL (MVA) UAAL Actual 6/30/17 projected to 6/30/18 $ 255,795 $ (111,869) $ 143,926 Expected 6/30/20 279,189 (133,878) 145,311 Assumption Changes • CalPERS 97-15 Experience Study mortality and updated mortality improvement scale to MP-19 1,241 1,241 • Medical Plan election percentages and spouse, family, and employee participation assumption changes 6,395 6,395 • Removal of ACA Excise Tax (repealed 12/2019) (4,208) (4,208) Contribution and Benefit Payment Loss 4,534 4,534 Investment (Gain) (5,466) (5,466) Plan Changes (Group 3 Caps) 1,050 1,050 Experience (Gains)/Losses • Premiums/Caps lower than expected (23,400) (23,400) • Demographic (mainly Medicare eligibility) (8,877) - (8,877) Total (Gain)/Loss (27,800) (932) (28,732) Projected 6/30/20 251,389 (134,810) 116,579 June 12, 2020 26 RESULTS Actuarially Determined Contribution (ADC) (Amounts in 000’s) 6/30/17 Valuation 6/30/19 Valuation 2018/19 2019/20 2020/21 2021/22 Discount Rate 6.75% 6.75% ADC - $ • Normal Cost $ 7,081 $ 7,299 $ 6,888 $ 7,099 • Administrative Expenses27 - - 90 98 • UAAL Amortization 8,916 9,183 7,588 7,816 • Total 15,997 16,482 14,566 15,013 Projected Payroll 90,377 93,089 109,486 112,771 ADC - %Pay • Normal Cost 7.8% 7.8% 6.3% 6.3% • Administrative Expenses - - 0.1% 0.1% • UAAL Amortization 9.9% 9.9% 6.9% 6.9% • Total 17.7% 17.7% 13.3% 13.3% 27 PEMHCA and CERBT administration fees included after fiscal year 2020/21. PEMHCA admin fee included in Normal Cost for years 2018/19 and 2019/20. June 12, 2020 27 RESULTS Historical Recommended Funding Contributions (Amounts in 000’s) 11/12 12/13 13/14 14/15 15/16 16/17 17/18 18/19 19/20 20/21 21/22 Normal Cost 4,782 5,091 5,256 5,674 5,880 6,340 6,587 7,081 7,299 6,978 7,197 Amortization 7,802 7,665 7,779 8,607 8,887 10,025 10,351 8,916 9,183 7,588 7,816 ADC 12,584 12,756 13,035 14,282 14,767 16,365 16,938 15,997 16,482 14,566 15,013 $0 $2,000 $4,000 $6,000 $8,000 $10,000 $12,000 $14,000 $16,000 $18,000 June 12, 2020 28 RESULTS Amortization Bases & Payments (Amounts in 000’s) 6/30/17 Valuation 6/30/19 Valuation 6/30/18 6/30/19 6/30/20 6/30/21 UAAL Balance $ 143,926 $ 144,725 $ 116,579 $ 116,859 Amortization Payment 8,916 9,183 7,588 7,816 Amortization Period 26 25 24 23 June 12, 2020 29 RESULTS Unfunded Actuarial Accrued Liability (UAAL) – % of Payroll (Amounts in 000’s) 6/30/11 6/30/13 6/30/15 6/30/17 6/30/19 UAAL/Payroll for year beginning on valuation date • Miscellaneous 147% 158% 152% 149% 99% • Safety 168% 228% 276% 269% 171% • Total 153% 176% 178% 175% 116% June 12, 2020 30 RESULTS 10 Year Contribution Projection (Amounts in 000’s) FYE ADC28 Contribution Payroll ADC % of Pay Fund % Cash Ben Pymt Implied Subsidy BP Trust Pre- Funding Total UAAL, Beg. Of FY 2020 $ 16,482 $ 10,928 $ 2,384 $ 3,170 $ 16,482 $ 93,089 17.7% $ 144,725 46% 2021 14,566 10,859 2,347 1,360 14,566 109,486 13.3% 116,579 54% 2022 15,013 11,622 2,619 772 15,013 112,771 13.3% 116,421 56% 2023 15,486 12,327 2,826 333 15,486 116,154 13.3% 115,990 57% 2024 15,964 12,968 2,976 20 15,964 119,638 13.3% 115,266 59% 2025 16,457 13,601 3,112 (256) 16,457 123,227 13.4% 114,225 61% 2026 16,965 14,171 3,176 (382) 16,965 126,924 13.4% 112,840 63% 2027 17,486 14,740 3,252 (506) 17,486 130,732 13.4% 111,083 65% 2028 18,023 15,282 3,211 (470) 18,023 134,654 13.4% 108,923 66% 2029 18,576 15,905 3,290 (619) 18,576 138,694 13.4% 106,329 68% 2030 19,146 16,569 3,433 (856) 19,146 142,854 13.4% 103,256 70% 28 Actuarially Determined Contribution June 12, 2020 31 RESULTS -$15 -$10 -$5 $0 $5 $10 $15 $20 $25 $30 $ M i l l i o n s Net Trust Payment/Reimbursement Benefit Payments Total ADC ADC, Benefit and Trust Payment/Reimbursement Projection (6.75% Discount Rate, 24 years level % of pay amortization) June 12, 2020 32 RESULTS 0% 20% 40% 60% 80% 100% 120% $0 $20 $40 $60 $80 $100 $120 $140 Fu n d e d R a t i o UA A L ( $ M i l l i o n s ) UAAL Funded Ratio UAAL and Funded Ratio Projection (6.75% Discount Rate, 24 years amortization) June 12, 2020 33 RESULTS % of Total Actuarial Accrued Liability for Actives and Retirees Miscellaneous 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 6/30/2009 6/30/2011 6/30/2013 6/30/2015 6/30/2017 6/30/2019 Actives Retirees June 12, 2020 34 RESULTS % of Total Actuarial Accrued Liability for Actives and Retirees Safety 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 6/30/2009 6/30/2011 6/30/2013 6/30/2015 6/30/2017 6/30/2019 Actives Retirees June 12, 2020 35 RESULTS This chart excludes the Implied Subsidy and is provided for informational purposes only (Amounts in 000’s) Cash Benefit Present Value of Benefits $ 250,941 Funded Status 6/30/19 • Actuarial Accrued Liability 201,521 • Actuarial Value of Assets 118,497 • Unfunded AAL 83,024 Funded Ratio 58.8% ADC 2020/21 • Normal Cost 5,765 • Administrative Expenses 90 • UAAL Amortization 4,885 • Total 10,740 • ADC % of Payroll 9.8% June 12, 2020 36 RESULTS This page intentionally blank June 12, 2020 37 RESULTS - DETAILS Actuarial Obligations June 30, 2019 (Amounts in 000’s) Benefits < Age 65 Benefits > Age 65 Total Present Value of Benefits • Actives (future retirees) $ 75,855 $ 65,568 $ 141,423 • Retirees 47,969 111,187 159,156 • Total 123,824 176,756 300,579 Actuarial Accrued Liability • Actives (future retirees) 42,395 39,918 82,313 • Retirees 47,969 111,187 159,156 • Total 90,364 151,106 241,469 Normal Cost 2020/2129 3,806 3,172 6,978 29 Includes Administration fees. June 12, 2020 38 RESULTS - DETAILS Actuarial Obligations June 30, 2019 (Amounts in 000’s) Group 1 Group 2 Group 3 Group 4 Total Present Value of Benefits • Actives (future retirees) $ - $ - $ 17,310 $ 124,113 $ 141,423 • Retirees 49,303 56,784 30,652 22,417 159,156 • Total 49,303 56,784 47,962 146,530 300,579 Actuarial Accrued Liability • Actives (future retirees) - - 14,375 67,938 82,313 • Retirees 49,303 56,784 30,652 22,417 159,156 • Total 49,303 56,784 45,027 90,355 241,469 Normal Cost 2020/2130 - - 515 6,463 6,978 NC as % of Payroll n/a n/a 5.5% 6.5% 6.4% Active Count n/a n/a 92 838 930 Projected Payroll (000’s) n/a n/a 9,417 100,069 109,486 30 Includes Administration fees. June 12, 2020 39 RESULTS - DETAILS Cash/Implied Subsidy – Actuarial Obligations – June 30, 2019 (Amounts in 000’s) Cash Subsidy Implied Subsidy Total Present Value of Benefits • Actives (future retirees) $ 117,228 $ 24,195 $ 141,423 • Retirees 133,713 25,443 159,156 • Total 250,941 49,638 300,579 Actuarial Accrued Liability • Actives (future retirees) 67,808 14,506 82,313 • Retirees 133,713 25,443 159,156 • Total 201,521 39,949 241,469 Market Value of Assets31 98,893 19,604 118,497 Unfunded AAL 102,628 20,345 122,972 Normal Cost 2020/2132 5,855 1,122 6,978 Pay-As-You-Go Cost 2020/21 10,859 2,346 13,206 31 Allocated in proportion to AAL for illustrative purposes. 32 Includes Administration fees. June 12, 2020 40 RESULTS - DETAILS Cash/Implied Subsidy – Actuarially Determined Contribution – 2020/21 FY (Amounts in 000’s) Cash Subsidy Implied Subsidy Total ADC - $ • Normal Cost $ 5,765 $ 1,122 $ 6,888 • Administrative Expenses 90 - 90 • UAAL Amortization 6,335 1,254 7,588 • ADC 12,190 2,376 14,566 Projected Payroll 109,486 109,486 109,486 ADC - % • Normal Cost 5.3% 1.0% 6.3% • Administrative Expenses 0.1% 0.0% 0.1% • UAAL Amortization 5.8% 1.1% 6.9% • ADC 11.1% 2.2% 13.3% June 12, 2020 41 RESULTS - DETAILS Actuarial Obligations June 30, 2019 (Amounts in 000’s) Misc Safety Total Present Value of Benefits • Actives (future retirees) $101,340 $ 40,083 $141,423 • Retirees 98,746 60,410 159,156 • Total 200,086 100,493 300,579 Actuarial Accrued Liability • Actives (future retirees) 61,391 20,922 82,313 • Retirees 98,746 60,410 159,156 • Total 160,137 81,332 241,469 Market Value of Assets33 78,585 39,912 118,497 Unfunded AAL 81,552 41,420 122,972 Normal Cost 2020/2134 4,929 2,048 6,978 Pay-As-You-Go Cost 2020/21 8,569 4,637 13,206 33 Allocated in proportion to the Actuarial Accrued Liability. 34 Includes Administration fees. June 12, 2020 42 RESULTS - DETAILS Actuarially Determined Contribution (ADC) 2020/21 Fiscal Year (Amounts in 000’s) Misc Safety Total ADC - $ • Normal Cost $ 4,865 $ 2,022 $ 6,888 • Administrative Expenses 64 26 90 • UAAL Amortization35 5,048 2,541 7,588 • ADC 9,977 4,589 14,566 Projected Payroll 84,490 24,996 109,486 ADC - % • Normal Cost 5.8% 8.1% 6.3% • Administrative Expenses 0.1% 0.1% 0.1% • UAAL Amortization 6.0% 10.2% 6.9% • ADC 11.8% 18.4% 13.3% 35 Allocated in proportion to the Actuarial Accrued Liability. June 12, 2020 43 RESULTS - DETAILS Actuarial Obligations – By Bargaining Unit June 30, 2019 (Amounts in 000’s) FCA IAFF M/C PAPOA PMA SEIU UMPAPA Total PVB • Actives $ 1,328 $ 19,563 $ 29,005 $ 16,122 $ 1,958 $ 64,581 $ 8,867 $ 141,423 • Retirees 1,983 29,741 46,519 19,507 3,093 54,527 3,787 159,156 • Total 3,311 49,304 75,524 35,629 5,051 119,108 12,654 300,579 AAL • Actives 895 10,647 17,085 7,268 1,307 38,325 6,786 82,313 • Retirees 1,983 29,741 46,519 19,507 3,093 54,527 3,787 159,156 • Total 2,878 40,388 63,604 26,775 4,400 92,852 10,573 241,469 MVA36 1,412 19,820 31,213 13,139 2,159 45,566 5,189 118,497 UAAL 1,466 20,568 32,391 13,636 2,241 47,286 5,384 122,972 NC 20/21 51 887 1,514 987 85 3,131 323 6,978 Pay-Go 158 2,398 3,789 1,443 176 4,811 429 13,206 36 Allocated in proportion to the Actuarial Accrued Liability. June 12, 2020 44 RESULTS - DETAILS Actuarially Determined Contribution (ADC) – By Bargaining Unit 2020/21 Fiscal Year (Amounts in 000’s) FCA IAFF M/C PAPOA PMA SEIU UMPAPA Total ADC - $ • Normal Cost $ 50 $ 876 $ 1,494 $ 974 $ 84 $ 3,090 $ 319 $ 6,888 • Admin. Exp. 1 11 20 13 1 41 4 90 • UAAL Amort37 90 1,256 1,978 846 139 2,940 338 7,588 • ADC 140 2,143 3,491 1,833 224 6,072 661 14,566 Proj. Payroll 935 10,993 29,899 10,481 1,584 46,935 8,660 109,486 ADC - % • Normal Cost 5.3% 8.0% 5.0% 9.3% 5.3% 6.6% 3.7% 6.3% • Admin. Exp. 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.0% 0.1% • UAAL Amort 9.6% 11.4% 6.6% 8.1% 8.8% 6.3%3.9% 6.9% • ADC 19.5% 11.7% 17.5% 14.1% 12.9% 7.6% 7.6% 13.3% 37 Allocated in proportion to the Actuarial Accrued Liability. June 12, 2020 45 RESULTS - DETAILS Actuarially Determined Contribution (ADC) – By Bargaining Unit 2021/22 Fiscal Year (Amounts in 000’s) FCA IAFF M/C PAPOA PMA SEIU UMPAPA Total ADC - $ • Normal Cost $ 51 $ 890 $ 1,550 $ 991 $ 85 $ 3,201 $ 331 $ 7,099 • Admin. Exp. 1 12 21 14 1 44 4 98 • UAAL Amort38 92 1,293 2,038 872 143 3,029 349 7,816 • ADC 144 2,196 3,609 1,876 230 6,273 684 15,013 Proj. Payroll 963 11,323 30,796 10,795 1,631 48,343 8,920 112,771 ADC - % • Normal Cost 5.3% 7.9% 5.0% 9.2% 5.2% 6.6% 3.7% 6.3% • Admin. Exp. 0.1% 0.1% 0.1% 0.1% 0.1% 0.1% 0.0% 0.1% • UAAL Amort 9.6% 11.4% 6.6% 8.1% 8.8% 6.3%3.9% 6.9% • ADC 15.0% 19.4% 11.7% 17.4% 14.1% 13.0% 7.7% 13.3% 38 Allocated in proportion to the Actuarial Accrued Liability. June 12, 2020 46 SENSITIVITY ANALYSIS Asset Projection Sensitivity – 6.75% Discount Rate (Amounts in 000’s) Asset Projection to 6/30/20 Methodology “Current” 12/31/19 Balance projected @ 6.75% “Option 1” 6/30/19 Balance projected @ 6.75% “Option 2” 3/23/20 Balance projected @ 6.75% Funded Status Projected to 6/30/20 • Actuarial Accrued Liability $ 251,389 $ 251,389 $ 251,389 • Actuarial Value of Assets 134,810 130,335 104,473 • Unfunded AAL 116,579 121,054 146,916 • Projected Funded Ratio at 6/30/20 54% 52% 42% Total Projected Payroll 2020/21 109,486 109,486 109,486 ADC 2020/21 • Normal Cost $ 6,888 $ 6,888 $ 6,888 • Administrative Expenses 90 87 83 • UAAL Amortization (24 year) 7,588 7,880 9,563 • Total 14,566 14,855 16,534 • ADC % of Payroll 13.3% 13.6% 15.1% June 12, 2020 47 SENSITIVITY ANALYSIS CERBT Investment Options Updated Target asset allocations (approved by CalPERS Board October 2018) Asset Classifications Option 1 Option 2 Option 3 Global Equity 59% 40% 22% Fixed Income 25% 43% 49% REIT's 8% 8% 8% TIPS 5% 5% 16% Commodities 3% 4% 5% Total 100% 100% 100% Bartel Associates expected returns, 50th percentile: Option 1 Option 2 Option 3 Expected Real Rate of Return39 4.14% 3.54% 2.83% Inflation Assumption 2.75% 2.75% 2.75% Expenses (Admin. & Invest.) (0.05%) (0.05%) (0.05%) Nominal Rate of Return 6.84% 6.24% 5.53% Rounded to nearest 0.25% 6.75% 6.25% 5.50% 39 Includes investment expenses June 12, 2020 48 SENSITIVITY ANALYSIS Discount Rate Sensitivity (Amounts in 000’s) CERBT Strategy #1 (Current) #2 #3 Discount Rate 6.75% 6.25% 5.50% Present Value of Benefits $ 300,579 $ 325,064 $ 368,416 Funded Status 6/30/19 • Actuarial Accrued Liability 241,469 256,328 281,591 • Actuarial Value of Assets 118,497 118,497 118,497 • Unfunded AAL 122,972 137,831 163,094 Funded Ratio 49.1% 46.2% 42.1% ADC 2020/21 • Normal Cost $ 6,888 $ 7,674 $ 9,054 • Administrative Expenses 90 90 90 • UAAL Amortization40 7,588 8,160 9,030 • Total 14,566 15,924 18,173 • ADC % of Payroll 13.3% 14.5% 16.6% 40 UAAL projected using the same “Current” projected assets for all scenarios. UAAL amortized over 24 years for all scenarios. June 12, 2020 49 SENSITIVITY ANALYSIS Amortization Period Sensitivity Discount Rate – 6.75% (Amounts in 000’s) Amortization Period Current 24 Years 2241 Years 20 Years Funded Status Projected to 6/30/20 • Actuarial Accrued Liability $ 251,389 $ 251,389 $ 251,389 • Actuarial Value of Assets42 134,810 134,810 134,810 • Unfunded AAL 116,579 116,579 116,579 Total Projected Payroll 2020/21 109,486 109,486 109,486 ADC 2020/21 • Normal Cost $ 6,888 $ 6,888 $ 6,888 • Administrative Expenses 90 90 90 • UAAL Amortization 7,588 8,026 8,557 • Total 14,566 15,004 15,535 • ADC % of Payroll 13.3% 13.7% 14.2% 41 The longest amortization period where the payment is large enough to cover all the interest (6.75%) on the UAAL balance. 42 “Current” asset projection basis, from 12/31/2019. June 12, 2020 50 SENSITIVITY ANALYSIS Amortization Period Sensitivity Discount Rate – 6.25% (Amounts in 000’s) Amortization Period Current 24 Years 2243 Years 20 Years Funded Status Projected to 6/30/20 • Actuarial Accrued Liability $ 266,756 $ 266,756 $ 266,756 • Actuarial Value of Assets44 134,810 134,810 134,810 • Unfunded AAL 131,946 131,946 131,946 Total Projected Payroll 2020/21 109,486 109,486 109,486 ADC 2020/21 • Normal Cost $ 7,674 $ 7,674 $ 7,674 • Administrative Expenses 90 90 90 • UAAL Amortization 8,160 8,661 9,267 • Total 15,924 16,425 17,031 • ADC % of Payroll 14.5% 15.0% 15.6% 43 The longest amortization period where the payment is large enough to cover all the interest (6.75%) on the UAAL balance. 44 “Current” asset projection basis, from 12/31/2019. June 12, 2020 51 ACTUARIAL CERTIFICATION This report presents the City of Palo Alto Retiree Healthcare Plan (“Plan”) June 30, 2019 actuarial valuation. The purpose of this valuation is to: Determine the June 30, 2019 Benefit Obligations, Determine the Plan’s June 30, 2019 Funded Status, and Calculate the 2020/21 and 2021/22 Actuarially Determined Contributions. The report provides information intended for plan funding, but may not be appropriate for other purposes. Information provided in this report may be useful to the City for the Plan’s financial management. Future valuations may differ significantly if the Plan’s experience differs from our assumptions or if there are changes in Plan design, actuarial methods or actuarial assumptions. The project scope did not include an analysis of this potential variation. The valuation is based on Plan provisions, participant data, and asset information provided by the City as summarized in this report, which we relied on and did not audit. We reviewed the participant data for reasonableness. To the best of our knowledge, this report is complete and accurate and has been conducted using generally accepted actuarial principles and practices. As members of the American Academy of Actuaries meeting the Academy Qualification Standards, we certify the actuarial results and opinions herein. Respectfully submitted, Mary Elizabeth Redding, FSA, MAAA, EA Vice President Bartel Associates, LLC June 12, 2020 Deanna Van Valer, ASA, MAAA, EA, FCA Assistant Vice President Bartel Associates, LLC June 12, 2020 June 12, 2020 52 ACTUARIAL CERTIFICATION This page intentionally blank June 12, 2020 53 EXHIBITS Topic Page Premiums E- 1 Data Summary E- 4 Actuarial Assumptions E-26 Results by Fund E-37 Results by GF Department E-39 Definitions E-41 June 12, 2020 E-1 PREMIUMS 2019 PEMHCA Monthly Premiums Bay Area Non-Medicare Eligible Medicare Eligible Medical Plan Single 2-Party Family Single 2-Party Family Anthem Select $831.44 $1,662.88 $2,161.74 n/a n/a n/a Anthem Traditional 1,111.13 2,222.26 2,888.94 $357.44 $714.88 $1,072.32 Blue Shield Access+ 970.90 1,941.80 2,524.34 n/a n/a n/a Health Net SmartCare 901.55 1,803.10 2,344.03 n/a n/a n/a Kaiser 768.25 1,536.50 1,997.45 323.74 647.48 971.22 UnitedHealthcare n/a n/a n/a 299.37 598.74 898.11 Western Health Advantage 767.01 1,534.02 1,994.23 n/a n/a n/a PERS Choice 866.27 1,732.54 2,252.30 360.41 720.82 1,081.23 PERS Select 543.19 1,086.38 1,412.29 360.41 720.82 1,081.23 PERSCare 1,131.68 2,263.36 2,942.37 394.83 789.66 1,184.49 PORAC 774.00 1,623.00 2,076.00 513.00 1,022.00 1,635.00 June 12, 2020 E-2 PREMIUMS 2020 PEMHCA Monthly Premiums Region 1 Non-Medicare Eligible Medicare Eligible Medical Plan Single 2-Party Family Single 2-Party Family Anthem Select $868.98 $1,737.96 $2,259.35 $388.15 $776.30 $1,164.45 Anthem Traditional 1,184.84 2,369.68 3,080.58 388.15 776.30 1,164.45 Blue Shield Access+ 1,127.77 2,255.54 2,932.20 n/a n/a n/a Health Net SmartCare 1,000.52 2,001.04 2,601.35 n/a n/a n/a Kaiser 768.49 1,536.98 1,998.07 339.43 678.86 1,018.29 UnitedHealthcare 899.94 1,799.88 2,339.84 327.03 654.06 981.09 Western Health Advantage 731.96 1,463.92 1,903.10 n/a n/a n/a PERS Choice 861.18 1,722.36 2,239.07 351.39 702.78 1,054.17 PERS Select 520.29 1,040.58 1,352.75 351.39 702.78 1,054.17 PERSCare 1,133.14 2,266.28 2,946.16 384.78 769.56 1,154.34 PORAC 774.00 1,699.00 2,199.00 513.00 1,022.00 1,635.00 June 12, 2020 E-3 PREMIUMS PEMHCA Monthly Premium Increases/(Decreases) Bay Area/Region 1 Non-Medicare Eligible Medicare Eligible Medical Plan 2018 2019 2020 2018 2019 2020 Anthem Select 9.3% (2.9%) 4.5% n/a n/a n/a Anthem Traditional (6.5%) 20.1% 6.6% n/a (3.5%) 8.6% Blue Shield (13.3%) 9.2% 16.2% n/a n/a n/a Blue Shield NetValue 17.8% n/a n/a n/a n/a n/a Health Net SmartCare 6.3% 4.4% 11.0% n/a n/a n/a Kaiser 29.1% (1.5%) 0.0% 5.3% 2.3% 4.8% UnitedHealthCare 9.3% n/a n/a 2.0% (9.5%) 9.2% PERS Choice (3.6%) 8.2% (0.6%) (2.2%) 4.2% (2.5%) PERS Select (2.5%) (24.3%) (4.2%) (2.2%) 4.2% (2.5%) PERSCare (5.4%) 28.2% 0.1% (1.9%) 3.3% (2.5%) PORAC 5.0% 5.4% 0.0% 5.0% 5.3% 0.0% June 12, 2020 E-4 DATA SUMMARY Participant Statistics by Bargaining Unit June 30, 2019 FCA IAFF M/C PAPOA PMA SEIU UMPAPA Total Actives • Count 5 85 207 69 7 508 49 930 • Avg Age 43.9 42.3 47.2 40.2 44.7 44.4 50.4 44.8 • Avg City Svc 17.9 12.4 10.2 9.7 17.8 10.1 18.3 10.8 • Avg PERS Svc 17.9 12.9 11.7 11.0 18.6 10.7 19.2 11.7 • Avg Salary $176,198 $121,901 $136,149 $143,180 $213,236 $87,088 $166,590 $110,969 • Total Salary45 $881 $10,362 $28,183 $9,879 $1,493 $44,241 $8,163 $103,201 Retirees46: • Count 6 143 298 90 6 418 13 974 • Avg Age 63.1 70.6 70.7 66.3 55.0 70.8 60.2 70.0 • Avg Service Ret Age 56.8 54.6 58.2 52.0 50.5 59.5 57.1 58.0 • Avg Disab Ret Age 50.1 48.4 50.5 41.4 n/a 48.2 n/a 46.1 45 Amount in 000’s. Actual 2018/19 PERSable compensations. 46 Excludes retirees who have waived coverage. June 12, 2020 E-5 DATA SUMMARY Participant Statistics by Bargaining Unit June 30, 2017 FCA IAFF M/C PAPOA PMA SEIU UMPAPA Total Actives • Count 5 83 210 75 8 540 46 967 • Avg Age 46.6 43.5 48.1 38.8 44.8 45.5 51.1 45.6 • Avg City Svc 17.9 13.6 9.8 8.8 17.9 10.4 18.3 10.9 • Avg PERS Svc 18.0 14.5 11.7 9.9 18.9 11.1 18.8 11.9 • Avg Salary $151,335 $97,392 $115,469 $106,732 $178,663 $73,049 $125,547 $90,739 • Total Salary47 $757 $8,084 $24,248 $8,005 $1,429 $39,447 $5,775 $87,745 Retirees48: • Count 5 139 290 103 5 408 9 959 • Avg Age 61.8 69.7 69.6 65.1 53.5 69.7 59.1 68.9 • Avg Service Ret Age 56.4 54.5 57.9 52.4 50.4 59.0 56.3 57.7 • Avg Disab Ret Age 50.1 48.6 50.4 40.9 n/a 48.0 n/a 45.9 47 Pay is annualized. Amount in 000’s. 48 Includes retirees under age 65 who have waived coverage. June 12, 2020 E-6 DATA SUMMARY Participant Statistics by CalPERS Pension Category June 30, 2019 49 Actual 2018/19 PERSable compensations. 50 Excludes retirees who have waived coverage. Miscellaneous Police Fire Total Actives • Count 761 76 93 930 • Average Age 45.5 41.2 42.5 44.8 • Average City Service 10.6 10.8 12.8 10.8 • Average PERS Service 11.5 12.1 13.3 11.7 • Average Salary $104,652 $153,105 $128,224 $110,969 • Total Salary (000’s)49 $79,640 $11,636 $11,925 $103,201 Retirees50: • Count 707 107 160 974 • Average Age 70.7 65.8 70.1 70.0 • Avg Service Ret Age 59.1 51.8 54.5 58.0 • Avg Disability Ret Age 48.2 41.5 48.5 46.1 June 12, 2020 E-7 DATA SUMMARY Participant Statistics by CalPERS Pension Category June 30, 2017 51 Pay is annualized. 52 Includes retirees under age 65who have waived coverage. Miscellaneous Police Fire Total Actives • Count 795 80 92 967 • Average Age 46.4 39.8 43.9 45.6 • Average City Service 10.6 10.0 13.9 10.9 • Average PERS Service 11.6 11.2 14.7 11.9 • Average Salary $86,643 $116,012 $104,155 $90,739 • Total Salary (000’s)51 $68,881 $9,281 $9,582 $87,745 Retirees52: • Count 686 118 155 959 • Average Age 69.6 64.4 69.5 68.9 • Avg Service Ret Age 58.7 51.9 54.4 57.7 • Avg Disability Ret Age 48.0 41.0 48.7 45.9 June 12, 2020 E-8 DATA SUMMARY Medical Plan Participation – June 30, 2019 All Retirees Medical Plan Actives < 65 ≥ 65 Total Miscellaneous/Safety M S M S M S M S Anthem Select 6% 4% 5%1% 1% 1% 2% 1% Anthem Traditional 9% 1% 16%13% 3% 2% 7% 7% Blue Shield 1% 1% 3%6% 0% 0% 1% 3% Health Net SmartCare 2% 1% 1%0% 0% 0% 1% 0% Kaiser 62% 50% 33%20% 29% 25% 30% 23% UnitedHealthcare 0% 0% 0%2% 20% 12% 14% 7% Western Health Advantage 0% 1% 0%0% 0% 0% 0% 0% PERS Choice 17% 2% 31%5% 19% 15% 23% 11% PERS Select 2% 0% 1%0% 0% 0% 1% 0% PERSCare 1% 1% 7%12% 26% 36% 21% 25% PORAC 0% 40% 1%42% 1% 8% 1% 23% Total 100% 100% 100%100% 100% 100% 100% 100% June 12, 2020 E-9 DATA SUMMARY Medical Plan Participation – June 30, 2019 Recent Retirees53 Medical Plan Actives < 65 ≥ 65 Total Miscellaneous/Safety M S M S M S M S Anthem Select 6% 4% 5% 3% 2% 2% 3% 2% Anthem Traditional 9% 1% 13% 13% 6% 4% 8% 8% Blue Shield 1% 1% 2% 5% 1% 0% 1% 2% Health Net SmartCare 2% 1% 2% 0% 0% 0% 1% 0% Kaiser 62% 50% 37% 33% 33% 22% 34% 27% UnitedHealthcare 0% 0% 0% 0% 16% 4% 10% 2% Western Health Advantage 0% 1% 0% 0% 0% 0% 0% 0% PERS Choice 17% 2% 30% 0% 24% 7% 26% 3% PERS Select 2% 0% 2% 0% 1% 0% 1% 0% PERSCare 1% 1% 8% 3% 18% 43% 14% 24% PORAC 0% 40% 1% 45% 1% 17% 1% 30% Total 100% 100% 100% 100% 100% 100% 100% 100% 53 Under 65 only includes employees who retired on or after June 30, 2012; over 65 only includes retirees up to age 72. See page E-8 for participation percentages for all retirees. June 12, 2020 E-10 DATA SUMMARY Medical Plan Participation – June 30, 2017 Recent Retirees54 Medical Plan55 Actives < 65 ≥ 65 Total Miscellaneous/Safety M S M S M S M S Anthem Select 7% 3% 1%0% 0% 0% 0% 0% Anthem Traditional 14% 4% 12%12% 0% 0% 6% 7% Anthem EPO 0% 0% 1%0% 0% 0% 0% 0% Blue Shield 4% 2% 14%8% 1% 0% 0% 5% Health Net SmartCare 2% 0% 0%0% 0% 0% 0% 0% Kaiser 56% 44% 26%23% 35% 25% 31% 24% UnitedHealthcare 1% 3% 7%4% 28% 12% 18% 7% PERS Choice 13% 1% 29%1% 22% 5% 26% 3% PERS Select 1% 0% 2%0% 0% 0% 1% 0% PERSCare 2% 1% 7%3% 13% 39% 10% 16% PORAC 0% 42% 1%49% 1% 19% 1% 38% Total 100% 100% 100%100% 100% 100% 100% 100% 54 Under 65 only includes employees who retired on or after June 30, 2008; over 65 only includes retirees up to age 72. 55 All Blue Shield pre-Medicare retirees are assumed to switch to UnitedHealthcare when they are eligible for Medicare. June 12, 2020 E-11 DATA SUMMARY Active Medical Coverage – Miscellaneous Medical Plan Single 2-Party Family Waived Total Anthem Select 14 6 19 - 39 Anthem Traditional 25 12 24 - 61 Blue Shield 1 2 2 - 5 Health Net SmartCare 3 3 4 - 10 Kaiser 140 103 171 - 414 UnitedHealthcare - - - - - Western Health Advantage - - 1 - 1 PERS Choice 25 33 58 - 116 PERS Select 4 4 2 - 10 PERSCare 1 2 3 - 6 PORAC - 1 - - 1 Waived - - - 98 98 Total 213 166 284 98 761 % as of June 30, 2019 28% 22% 37% 13% 100% % as of June 30, 2017 27% 22% 39% 12% 100% June 12, 2020 E-12 DATA SUMMARY Active Medical Coverage – Safety Medical Plan Single 2-Party Family Waived Total Anthem Select 1 2 3 - 6 Anthem Traditional 1 1 - - 2 Blue Shield - - 1 - 1 Health Net SmartCare - - 2 - 2 Kaiser 21 11 48 - 80 UnitedHealthCare - - - - - Western Health Advantage - - 1 - 1 PERS Choice 1 1 1 - 3 PERS Select - - - - - PERSCare - - 1 - 1 PORAC 10 8 45 - 63 Waived - - - 10 10 Total 34 23 102 10 169 % as of June 30, 2019 20% 14% 60% 6% 100% % as of June 30, 2017 21% 13% 60% 6% 100% June 12, 2020 E-13 DATA SUMMARY Retiree Medical Coverage56 - Miscellaneous Medical Plan Single 2-Party Family Total <65 65+ <65 65+ <65 65+ Anthem Select 4 3 3 2 3 - 15 Anthem Traditional 14 3 14 8 5 5 49 Blue Shield 3 - 3 1 1 - 8 Health Net SmartCare 1 2 2 - - - 5 Kaiser 25 80 31 61 12 6 215 UnitedHealthcare - 64 - 34 - - 98 PERS Choice 30 51 23 42 11 3 160 PERS Select 3 - - 1 - - 4 PERSCare 8 74 6 58 1 1 148 PORAC 1 1 1 2 - - 5 Total 89 278 83 209 33 15 707 % as of June 30, 2019 13% 39% 12% 30% 5% 2% 100% % as of June 30, 2017 13% 37% 12% 27% 4% 2% 100% 56 Approximately 68% of retirees have coverage in a Bay Area region plan. The rest are in other state regions or out of state. June 12, 2020 E-14 DATA SUMMARY Retiree Medical Coverage57 - Safety Medical Plan Single 2-Party Family Total <65 65+ <65 65+ <65 65+ Anthem Select - 1 - 1 1 - 3 Anthem Traditional 2 - 6 2 7 1 18 Blue Shield 1 - 2 - 4 - 7 Health Net SmartCare - - - - - - 0 Kaiser 2 15 7 21 15 1 61 UnitedHealthcare - 12 1 6 1 - 20 PERS Choice 2 8 2 15 2 - 29 PERS Select - - - - - - 0 PERSCare 7 29 2 23 5 2 68 PORAC 7 3 17 9 25 - 61 Total 21 68 37 77 60 4 267 % as of June 30, 2019 8% 25% 14% 29% 22% 1% 100% % as of June 30, 2017 11% 25% 13% 26% 21% 2% 100% 57 Approximately 69% of retirees have coverage in a Bay Area region plan. The rest are in other state regions or out of state. June 12, 2020 E-15 DATA SUMMARY Retirees Medical Coverage by Age – Miscellaneous Age Single 2-Party Family Total Under 50 - - 1 1 50-54 5 4 1 10 55-59 33 25 13 71 60-64 51 54 18 123 65-69 76 61 7 144 70-74 67 65 7 139 75-79 70 38 1 109 80-84 38 24 - 62 85 & Over 27 21 - 48 Total 367 292 48 707 Average Age 71.7 70.6 62.8 70.7 June 12, 2020 E-16 DATA SUMMARY Retirees Medical Coverage by Age – Police Age Single 2-Party Family Total Under 50 2 1 3 6 50-54 1 1 7 9 55-59 4 5 9 18 60-64 7 9 7 23 65-69 9 8 1 18 70-74 4 8 - 12 75-79 5 4 - 9 80-84 4 1 - 5 85 & Over 5 2 - 7 Total 41 39 27 107 Average Age 70.0 67.7 56.8 65.8 June 12, 2020 E-17 DATA SUMMARY Retirees Medical Coverage by Age – Fire Age Single 2-Party Family Total Under 50 - 1 2 3 50-54 2 2 6 10 55-59 2 8 15 25 60-64 3 10 11 24 65-69 4 9 1 14 70-74 5 13 - 18 75-79 12 15 2 29 80-84 13 11 - 24 85 & Over 7 6 - 13 Total 48 75 37 160 Average Age 76.1 71.8 58.6 70.1 June 12, 2020 E-18 DATA SUMMARY Retirees Medical Coverage by Age – Total Age Single 2-Party Family Total Under 50 2 2 6 10 50-54 8 7 14 29 55-59 39 38 37 114 60-64 61 73 36 170 65-69 89 78 9 176 70-74 76 86 7 169 75-79 87 57 3 147 80-84 55 36 - 91 85 & Over 39 29 - 68 Total 456 406 112 974 Average Age 72.0 70.5 60.0 70.0 June 12, 2020 E-19 DATA SUMMARY 0 20 40 60 80 100 120 140 160 180 200 <50 50-54 55-59 60-64 65-69 70-74 75-79 80-84 ≥85 Nu m b e r Age Retiree Age Distribution Total 6/30/17 Valuation 6/30/19 Valuation June 12, 2020 E-20 DATA SUMMARY Actives by Age and Service – Miscellaneous City Service Age < 1 1-4 5-9 10-14 15-19 20-24 ≥ 25 Total < 25 4 3 - - - - - 7 25-29 23 42 6 - - - - 71 30-34 19 50 22 1 - - - 92 35-39 10 31 27 23 5 1 - 97 40-44 1 31 21 19 27 5 - 104 45-49 1 20 18 17 23 13 3 95 50-54 2 14 21 15 26 19 12 109 55-59 3 15 11 25 19 20 23 116 60-64 1 5 8 17 4 8 7 50 ≥ 65 - 1 2 2 4 3 8 20 Total 64 212 136 119 108 69 53 761 June 12, 2020 E-21 DATA SUMMARY Actives by Age and Service – Police City Service Age < 1 1-4 5-9 10-14 15-19 20-24 ≥ 25 Total < 25 - - - - - - - - 25-29 - 7 - - - - - 7 30-34 - 6 1 1 - - - 8 35-39 1 2 7 11 - - - 21 40-44 - 2 5 4 4 3 - 18 45-49 - - 1 3 2 2 1 9 50-54 - 1 1 - 2 1 2 7 55-59 - 2 - - 1 1 - 4 60-64 - - - 1 1 - - 2 ≥ 65 - - - - - - - - Total 1 20 15 20 10 7 3 76 June 12, 2020 E-22 DATA SUMMARY Actives by Age and Service – Fire City Service Age < 1 1-4 5-9 10-14 15-19 20-24 ≥ 25 Total < 25 3 - - - - - - 3 25-29 2 2 2 - - - - 6 30-34 3 6 7 1 - - - 17 35-39 - 1 5 5 - - - 11 40-44 - 2 3 4 2 - - 11 45-49 - 1 2 4 6 8 - 21 50-54 - - - 1 6 8 3 18 55-59 - - - - 3 2 - 5 60-64 - - - - - - - - ≥ 65 - - - - - - 1 1 Total 8 12 19 15 17 18 4 93 June 12, 2020 E-23 DATA SUMMARY Actives by Age and Service – Total City Service Age < 1 1-4 5-9 10-14 15-19 20-24 ≥ 25 Total < 25 7 3 - - - - - 10 25-29 25 51 8 - - - - 84 30-34 22 62 30 3 - - - 117 35-39 11 34 39 39 5 1 - 129 40-44 1 35 29 27 33 8 - 133 45-49 1 21 21 24 31 23 4 125 50-54 2 15 22 16 34 28 17 134 55-59 3 17 11 25 23 23 23 125 60-64 1 5 8 18 5 8 7 52 ≥ 65 - 1 2 2 4 3 9 21 Total 73 244 170 154 135 94 60 930 June 12, 2020 E-24 DATA SUMMARY 0 20 40 60 80 100 120 140 160 180 <25 25-29 30-34 35-39 40-44 45-49 50-54 55-59 60-65 ≥65 Nu m b e r Age Active Age Distribution Total 6/30/17 Valuation 6/30/19 Valuation June 12, 2020 E-25 DATA SUMMARY 0 50 100 150 200 250 300 350 0-4 5-9 10-14 15-19 20-24 >25 Nu m b e r Service Active Service Distribution Total 6/30/17 Valuation 6/30/19 Valuation June 12, 2020 E-26 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Valuation Date June 30, 2017 ADC58 for Fiscal Years 2018/19 & 2019/20. (end of year) 1 year lag June 30, 2019 ADC for Fiscal Years 2020/21 & 2021/22. (end of year) 1 year lag Funding Policy Full Pre-funding through CalPERS trust (CERBT) Strategy #1 Same General Inflation 2.75% Same Discount Rate 6.75%, net of expenses, based on CERBT Strategy #1 Same Payroll Increases Aggregate Increases – 3.00% Merit Increases – CalPERS 1997-2015 Experience Study Same 58 Actuarially Determined Contribution June 12, 2020 E-27 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Increase to Group 3 Flat Dollar Caps ½ of Medical Trend, not less than assumed inflation (2.75%)59 Same ACA Excise Tax Estimate by 2% load on cash subsidy Remove load due to December 2019 repeal of Excise Tax60 Mortality, Termination, Disability CalPERS 1997-2015 Experience Study Mortality: CalPERS 1997- 2011 Experience Study Mortality improvement Society of Actuaries Scale MP-17 Same Mortality: CalPERS 1997- 2015 Experience Study Mortality improvement Society of Actuaries Scale MP-19 59 Increase is for purposes of financial projection only and does not imply any obligation to increase the cap in the future. 60 Note for GASBS 75 purposes, the Total OPEB Liability as of Measurement Date (MD) 6/30/19 will include a 2% load, as legislation passed after the MD may not be taken into account. June 12, 2020 E-28 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Retirement CalPERS 1997-2015 Experience Study Misc Fire & Police Tier 1 2.7%@55 3%@50 Exp. RA 60.4 54.4 & 56.3 Tier 2 2%@60 3%@55 Exp. RA 60.8 56.0 & 57.3 PEPRA 2.5%@67 2.7%@57 Exp. RA 62.6 56.8 & 57.1 CalPERS 1997-2015 Experience Study Misc Fire & Police Tier 1 2.7%@55 3%@50 Exp. RA 60.3 56.4 & 55.2 Tier 2 2%@60 3%@55 Exp. RA 60.7 57.4 & 56.6 PEPRA 2.5%@67 2.7%@57 Exp. RA 62.4 57.3 & 57.0 June 12, 2020 E-29 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Medical Trend Increase from Prior Year Year Non-Medicare Medicare 2017-18 Actual Premiums/Claims 2019 7.50% 6.50% 2020 7.50% 6.50% 2021 7.25% 6.30% 2022 7.00% 6.10% 2023 6.75% 5.90% 2024 6.50% 5.70% 2025 6.25% 5.50% 2026 6.00% 5.30% 2027 5.80% 5.15% 2028 5.60% 5.00% 2029 5.40% 4.85% 2030 5.20% 4.70% 2031-35 5.05% 4.60% 2036-45 4.90% 4.50% 2046-55 4.75% 4.45% 2056-65 4.60% 4.40% 2066-75 4.30% 4.20% 2076+ 4.00% 4.00% Increase from Prior Year Year Non-Medicare Medicare 2019-20 Actual Premiums/Claims 2021 7.25% 6.30% 2022 7.00% 6.10% 2023 6.75% 5.90% 2024 6.50% 5.70% 2025 6.25% 5.50% 2026 6.00% 5.30% 2027 5.80% 5.15% 2028 5.60% 5.00% 2029 5.40% 4.85% 2030 5.20% 4.70% 2031-35 5.05% 4.60% 2036-45 4.90% 4.50% 2046-55 4.75% 4.45% 2056-65 4.60% 4.40% 2066-75 4.30% 4.20% 2076+ 4.00% 4.00% June 12, 2020 E-30 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Medical Plan at Retirement & Retirees Attaining age 65 Miscellaneous:<65 65+ Anthem Tradition 10% 0% Blue Shield 15% 0% Kaiser 30% 35% PERS Choice 30% 20% PERSCare 5% 15% United HC 10% 30% Safety: <65 65+ Anthem Tradition 15% 0% Blue Shield 10% 0% Kaiser 20% 25% PERS Choice 0% 5% PERSCare 0% 40% PORAC 50% 20% United HC 5% 10% Based on Plan experience Miscellaneous: <65 65+ Anthem Tradition 20% 10% Blue Shield 0% 0% Kaiser 40% 35% PERS Choice 30% 25% PERSCare 10% 15% United HC 0% 15% Safety: <65 65+ Anthem Tradition 15% 5% Blue Shield 5% 0% Kaiser 35% 25% PERS Choice 0% 5% PERSCare 0% 45% PORAC 45% 15% United HC 0% 5% Based on Plan experience June 12, 2020 E-31 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Participation at Retirement Groups 3 & 4: 90% Based on Plan experience Group 3: 98% Group 4: if eligible for City contribution: 95%; if not: 0% Based on Plan experience61 Spousal Coverage at Retirement Currently covered: based on current elections Currently waived: 80% 70% assumed to cover spouses Based on Plan experience 61 Actual participation percentage for Group 3 since 6/30/17 is 100% Miscellaneous. Note there are no active Safety members in Group 3. Actual participation percentages for Group 4 since 6/30/17 are 83% Miscellaneous and 92% Safety, or 84% overall. Actual participation for Group 3 and Group 4 since 6/30/17 is 88% overall. Group 4 still has limited actual experience. We recommend continued monitoring for Group 4. June 12, 2020 E-32 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Family Coverage at Retirement Actives • Misc : 15% until age 65 • Safety : 40% until age 65 Retirees: based on current elections until age 65 Actives • Misc: 15% until age 65 5% age 65-75 • Safety: 50% until age 65 5% age 65-80 Based on Plan experience Waived Retiree Re-election 0% Same Surviving Spouse Participation 100% Same CalPERS Service Actual data Same Spouse Age Actives – Males 3 years older than females Retirees – Males 3 years older than females if spouse birth date not available Same June 12, 2020 E-33 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Medicare Eligible Rate Actives and retirees hired < 4/1/86: • Miscellaneous – 80% • Safety – 90% Actives and retirees hired > 4/1/86: 100% Retirees < 65 with unknown hire date: 90% Everyone eligible for Medicare will elect Part B coverage Same June 12, 2020 E-34 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Retirees Missing Fund Assumed to have the same fund as the prior valuation In the prior valuation, assumed to be based on (then) current active percentages: 75% GF, 15% Elec, and 10% UTL62 Same Retirees Missing Bargaining Unit Assumed to have the same BU as in the prior valuation if available; otherwise, assumed to be SEIU unless fund designates Police or Fire62 Actual bargaining units provided by the City for all covered retirees 62 Fewer than 10% of retirees have missing Bargaining Unit, Fund or Department. Does not affect results, but does affect internal cost allocations used by the City. June 12, 2020 E-35 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Retirees Missing Department Assumed to have the same department as the prior valuation In prior valuation, liability for retirees assumed to be 75% GF allocated proportionately across all Departments Same Future New Participants None – Closed Group Same June 12, 2020 E-36 ACTUARIAL ASSUMPTIONS June 30, 2017 Valuation June 30, 2019 Valuation Sample Medical Claims Costs 2020 Sample estimated monthly claims costs: Bay Area – Non-Medicare Eligible Kaiser (HMO) PERS Choice (PPO) PORAC Age M F M F M F 55 $849 $988 $861 $1,001 $987 $1,154 60 1,071 1,122 1,105 1,149 1,256 1,317 65 1,214 1,215 1,264 1,254 1,429 1,431 70 1,292 1,287 1,351 1,334 1,525 1,519 75 1,358 1,353 1,423 1,405 1,605 1,599 80 1,427 1,422 1,499 1,480 1,689 1,682 85 1,560 1,554 1,645 1,624 1,851 1,843 Bay Area – Medicare Eligible Kaiser (HMO) PERS Choice (PPO) PORAC Age M F M F M F 65 $308 $309 $282 $344 $404 $489 70 328 327 307 376 439 533 75 345 344 322 394 461 560 80 362 361 337 413 483 588 85 396 395 368 451 527 642 June 12, 2020 E-37 RESULTS BY FUND Actuarial Obligations – June 30, 2019 (Amounts in 000’s) FUND AAL Assets63 UAAL Airport $ 565 $ 277 $ 288 CIP 3,686 1,809 1,877 Elec64 27,327 13,411 13,916 Gas64 10,274 5,042 5,232 GF 162,240 79,616 82,624 ISF – Technology 4,231 2,076 2,155 ISF – Vehicle 1,900 932 968 ISF – Printing & Mailing 90 44 46 ISF – Workers Comp 110 54 56 PARKING 433 212 221 Refuse 4,591 2,253 2,338 Storm Drain 1,992 978 1,014 Water64 8,279 4,063 4,216 WWC64 3,629 1,781 1,848 WWT 12,122 5,949 6,173 Total 241,469 118,497 122,972 63 Assets allocated in proportion to AAL. 64 AAL for UTL employees allocated to Elec, Gas, Water, and WWC in proportion to each Fund’s AAL June 12, 2020 E-38 RESULTS BY FUND Actuarially Determined Contribution (ADC) (Amounts in 000’s) FUND 2020/21 2021/22 Airport $ 46 $ 48 CIP 292 302 Elec64 1,549 1,593 Gas64 662 700 GF 9,621 9,902 ISF – Technology 360 368 ISF – Vehicle 160 165 ISF – Printing & Mailing 3 3 ISF – Workers Comp 15 15 PARKING 59 60 Refuse 217 223 Storm Drain 124 132 Water64 493 508 WWC64 269 277 WWT 696 717 Total 14,566 15,013 June 12, 2020 E-39 RESULTS BY GF DEPARTMENT Actuarial Obligations – June 30, 2019 (Amounts in 000’s) GF Department AAL Assets65 UAAL ASD $ 8,892 $ 4,363 $ 4,529 ATT 2,429 1,192 1,237 AUD 422 207 215 CLK 774 380 394 COU 1,208 593 615 CSD 16,209 7,955 8,254 DSD 2,431 1,193 1,238 FIR 48,185 23,647 24,538 HRD 2,803 1,375 1,428 LIB 6,224 3,054 3,170 MGR 2,431 1,193 1,238 PLA 6,537 3,208 3,329 POL 46,778 22,955 23,823 PWD 16,917 8,301 8,616 Total 162,240 79,616 82,624 65 Assets allocated in proportion to AAL. June 12, 2020 E-40 RESULTS BY GF DEPARTMENT Actuarially Determined Contribution (ADC) (Amounts in 000’s) GF Department 2020/21 2021/22 ASD $ 572 $ 589 ATT 147 152 AUD 35 36 CLK 45 46 COU 67 69 CSD 967 995 DSD 218 224 FIR 2,505 2,580 HRD 186 192 LIB 498 513 MGR 166 170 PLA 373 384 POL 2,881 2,964 PWD 961 988 Total 9,621 9,902 June 12, 2020 E-41 DEFINITIONS Present Value of Benefits June 12, 2020 E-42 DEFINITIONS Actuarially Determined Contribution (ADC) Contribution for the current period including: • Normal Cost • Administrative expenses • Amortization of: Initial Unfunded AAL AAL for plan, assumption, and method changes Experience gains/losses (difference between expected and actual) Contribution gains/losses (difference between ADC and actual) ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 AC-18000 Performing Arts Venues Seat Replacement $ - $ 400,000 AC-18001 JMZ Renovation $ - $ 1,905,753 AC-86017 Art In Public Spaces $ - $ 400,445 FD-14002 Fire Ringdown System Replacement $ 5,000 $ 16,000 FD-20000 Cardiac Monitor Replacement $ 7,000 $ 42,000 FD-20001 Self-Contained Breathing Apparatus (SCBA) Air Compressor Replacement $ 16,300 $ 86,000 OS-00002 Open Space Lakes And Pond Maintenance $ - $ 62,650 OS-09001 Off-Road Pathway Resurfacing And Repair $ - $ 10,000 PD-20000 Police Video Recording Systems Replacement $ - $ 102,000 PE-08001 Rinconada Park Improvements $ 1,999,529 $ 1,944,629 PE-09003 City Facility Parking Lot Maintenance $ - $ 378,741 PE-12011 Newell Road/San Francisquito Creek Bridge Replacement $ 500,000 $ 887,911 PE-13011 Charleston/Arastradero Corridor Project $ 1,303,710 $ 5,600,000 PE-14018 Baylands Boardwalk Improvements $ - $ 100,619 PE-15020 Civic Center Waterproofing Study and Repairs $ - $ 561,855 PE-17005 Boulware Park Improvements $ - $ 402,799 PE-17010 Civic Center Electrical Upgrade & EV Charger Installation $ - $ 618,800 PE-18002 High and Bryant Street Garages Waterproofing and Repairs $ - $ 116,546 PE-18004 Fire Station 4 Replacement $ - $ 500,000 PE-18006 Byxbee Park Completion $ - $ 221,146 PE-18016 Civic Center Fire Life Safety Upgrades $ - $ 324,956 PE-19000 City Hall Space Planning $ - $ 75,000 PE-19001 Water, Gas, Wastewater Office Remodel $ - $ 629,935 PE-19002 Animal Shelter Renovation $ - $ 530,357 PE-20001 City Bridge Improvements $ - $ 15,000 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding CAPITAL IMPROVEMENT FUND Attachment C Page 1 of 6 ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding PE-20002 City Facilities Assessment and Record Plan Management System $ - $ 150,000 PE-86070 Street Maintenance $ - $ 1,491,843 PF-01003 Building Systems Improvements $ - $ 69,983 PF-02022 Facility Interior Finishes Replacement $ - $ 213,886 PF-07011 Roth Building Maintenance $ - $ 29,073 PF-14003 University Avenue Parking Improvements $ - $ 345,100 PF-16006 Municipal Service Center Lighting, Mechanical, and Electrical Improvements $ 1,539,000 $ 5,496,632 PF-17000 Municipal Service Center A, B, & C Roof Replacement $ 541,500 $ 1,900,000 PF-93009 Americans With Disabilities Act Compliance $ - $ 186,626 PG-06001 Athletic Courts Resurfacing $ - $ 138,775 PG-06003 Benches, Signage, Walkways, Perimeter Landscaping, and Site Amenities $ - $ 77,719 PG-09002 Park and Open Space Emergency Repairs $ - $ 89,255 PG-13003 Golf Reconfiguration & Baylands Athletic Center Improvements $ - $ 200,000 PG-14000 Ramos Park Improvements $ - $ 209,000 PG-14002 Cameron Park Improvements $ - $ 200,000 PG-17000 Baylands Comprehensive Conservation Plan $ - $ 6,500 PG-18001 Dog Park Installation and Renovation $ 150,000 $ 150,000 PG-19000 Park Restroom Installation $ 350,000 $ 350,000 PL-00026 Safe Routes To School $ - $ 35,000 PL-04010 Bicycle and Pedestrian Transportation Plan Implementation $ - $ 1,273,595 PL-05030 Traffic Signal and Intelligent Transportation Systems $ - $ 868,455 PL-12000 Transportation and Parking Improvements $ - $ 53,842 PL-14000 Churchill Avenue Enhanced Bikeway $ - $ 2,875,866 PL-15002 Downtown Automated Parking Guidance Systems, Access Controls & Revenue Collection Equip. $ - $ 1,289,860 Attachment C Page 2 of 6 ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding PL-15003 Parking District Implementation $ - $ 2,974 PL-16000 Quarry Road Improvements and Transit Center Access $ - $ 494,000 PL-16002 Parking Management and System Implementation $ - $ 513,000 PL-17001 Railroad Grade Separation and Safety Improvements $ - $ 3,065,425 PL-18000 El Camino Real Pedestrian Safety and Streetscape Project $ - $ 760,281 PL-20000 Churchill Avenue/Alma Street Railroad Crossing Safety Improvements $ - $ 100,000 PO-05054 Street Lights Improvements $ - $ 135,887 PO-11000 Sign Reflectivity Upgrade $ - $ 75,000 PO-11001 Thermoplastic Lane Marking and Striping $ - $ 50,000 PO-12001 Curb and Gutter Repairs $ - $ 13,753 PO-89003 Sidewalk Repairs $ - $ 59,163 $ 6,412,039 $ 38,903,635 CB-16002 Cubberley Roof Replacements $ - $ 143,042 CB-17001 Cubberley Repairs $ - $ 725,178 CB-17002 Cubberley Field Restroom $ - $ 79,684 CB-19001 Cubberley Building Management Systems $ - $ 30,000 $ - $ 977,904 EL-02011 Electric Utility Geographic Information System $ - $ 220,000 EL-06001 230 kV Electric Intertie $ - $ 177,481 EL-11003 Rebuild Underground District 15 $ - $ 50,000 EL-11010 Underground District 47-Middlefield, Homer, Webster, Addison $ - $ 120,000 TOTAL CAPITAL IMPROVEMENT FUND REAPPROPRIATED AMOUNTS CUBBERLEY PROPERTY FUND TOTAL CUBBERLEY PROPERTY FUND REAPPROPRIATED AMOUNTS ELECTRIC FUND Attachment C Page 3 of 6 ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding EL-12001 Underground District 46 - Charleston/El Camino Real $ - $ 1,021,531 EL-14000 Coleridge/Cowper/Tennyson 4/12kV Conversion $ - $ 50,000 EL-14005 Reconfigure Quarry Feeders $ - $ 50,000 EL-16002 Capacitor Bank Installation $ - $ 300,000 EL-16003 Substation Physical Security $ - $ 415,852 EL-17005 Inter-substation Line Protection Relay $ - $ 190,429 EL-17007 Facility Relocation for Caltrain Modernization Project $ - $ 2,723,631 EL-19002 Colorado Substation Site Improvements $ - $ 330,000 EL-19004 Wood Pole Replacement $ - $ 1,475,000 TOTAL ELECTRIC FUND REAPPROPRIATED AMOUNTS $ - $ 7,123,924 FO-16000 Fiber Optics Network - System Rebuild $ - $ 775,000 TOTAL FIBER FUND REAPPROPRIATED AMOUNTS $ - $ 775,000 GS-13001 Gas Main Replacement - Project 23 $ - $ 620,046 TOTAL GAS FUND REAPPROPRIATED AMOUNTS $ - $ 620,046 SD-06101 Storm Drainage System Replacement And Rehabilitation $ - $ 1,822,475 SD-23000 West Bayshore Road Trunk Line Improvements $ - $ 5,000 TOTAL STORMWATER MANAGEMENT FUND REAPPROPRIATED AMOUNTS $ - $ 1,827,475 FIBER FUND GAS FUND STORMWATER MANAGEMENT FUND Attachment C Page 4 of 6 ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding TE-05000 Radio Infrastructure Replacement $ - $ 199,137 TE-12001 Development Center Blueprint Technology Enhancements $ - $ 452,600 TE-13004 Infrastructure Management System $ - $ 46,800 TE-19000 Enterprise Resource Planning Upgrade $ - $ 2,029,000 $ - $ 2,727,537 VR-18000 Scheduled Vehicle and Equipment Replacement - Fiscal Year 2018 $ - $ 630,000 VR-19000 Scheduled Vehicle and Equipment Replacement - Fiscal Year 2019 $ - $ 1,338,000 VR-20000 Scheduled Vehicle and Equipment Replacement - Fiscal Year 2020 $ - $ 2,268,000 $ - $ 4,236,000 WC-15001 Wastewater Collection System Rehabilitation/Augmentation Project 28 $ - $ 500,000 WC-16001 Wastewater Collection System Rehabilitation/Augmentation Project 29 $ - $ 2,126,424 WC-17001 Wastewater Collection System Rehabilitation/Augmentation Project 30 $ - $ 221,000 $ - $ 2,847,424 VEHICLE REPLACEMENT FUND TOTAL VEHICLE REPLACEMENT FUND REAPPROPRIATED AMOUNTS WASTEWATER COLLECTION FUND TOTAL WASTEWATER COLLECTION FUND REAPPROPRIATED AMOUNTS TOTAL TECHNOLOGY FUND REAPPROPRIATED AMOUNTS TECHNOLOGY FUND Attachment C Page 5 of 6 ATTACHMENT C Project Project Revenue Expense Number Title Reappropriated from FY20 Reappropriated from FY20 CITY OF PALO ALTO DETAILS FOR REAPPROPRIATED FUNDS IN THE FY 2021 ADOPTED CAPITAL IMPROVEMENT PROGRAM FY 2021 Funding WQ-14002 New Laboratory And Environmental Services Building $ 1,910,000 $ 1,333,460 WQ-14003 Primary Sedimentation Tank Rehabilitation $ 8,302,000 $ 8,148,800 WQ-19000 Outfall Line Construction $ 3,850,000 $ 3,850,000 WQ-19001 Secondary Treatment Upgrades $ 2,300,000 $ 838,300 WQ-19002 Plant Repair, Retrofit, and Equipment Replacement $ - $ 3,937,834 WQ-19003 Advanced Water Purification Facility $ 3,000,000 $ 448,000 $ 19,362,000 $ 18,556,394 WS-02014 Water, Gas, Wastewater Utility GIS Data $ - $ 436,000 WS-07000 Water Regulation Station Improvements $ - $ 209,000 WS-07001 Water Recycling Facilities $ - $ 391,020 WS-09000 Water Tank Seismic Upgrade and Rehabilitation $ - $ 5,093,000 WS-13001 Water Main Replacement - Project 27 $ - $ 2,500,000 WS-14001 Water Main Replacement - Project 28 $ - $ 585,107 WS-19000 Mayfield Reservoir Subgrade and Venting Repair $ - $ 184,879 $ - $ 9,399,006 $ 25,774,039 $ 87,994,345 WATER FUND TOTAL WATER FUND REAPPROPRIATED AMOUNTS TOTAL ALL FUNDS WASTEWATER TREATMENT FUND TOTAL WASTEWATER TREATMENT FUND REAPPROPRIATED AMOUNTS Attachment C Page 6 of 6 NOT YET ADOPTED 1 20200507cab027001 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 2.04.360 (Salary of council members) of the Palo Alto Municipal Code to Provide Optional Salary Waiver The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. Article III, Section 17 of the Charter of the City of Palo Alto provides that compensation may be paid to council members in amounts not to exceed those provided by general law. B. Council member salaries were last set in 2015 by Ordinance No. 5304, mandating a salary of one thousand dollars ($1,000) per month. C. General law permits council members to voluntarily waive part or all of their permitted compensation. Palo Alto does not currently provide a salary waiver option for council members. D. The proposed amendment would clarify that council members may voluntarily waive part or all of their salary, with no change to the amount of salary authorized for council members. SECTION 2. Section 2.04.360 (Salary of council members) of Chapter 2.04 (Council Organization and Procedure) of Title 2 (Administrative Code) of the Palo Alto Municipal Code is hereby amended to read as follows: “Section 2.04.360 Salary of council members (a) The salary of the council members shall be $600.00 per month. Effective January 1, 2017, the salary of the council members shall be $1,000 per month. (b) A city council member may waive any or all of the compensation permitted by this section.” SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. Attachment E NOT YET ADOPTED 2 20200507cab027001 SECTION 4. This ordinance shall be effective on the thirty‐first day after the date of its adoption. SECTION 5. The Council of the City of Palo Alto hereby finds that this is not a Project under the California Environmental Quality Act pursuant to Section 15378 of the CEQA Guidelines because it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: _____________________________ _______________________________ Deputy City Attorney City Manager _______________________________ Director of Administrative Services Attachment E City of Palo Alto (ID # 11341) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: FY 2021 Proposed Utility Rates and Financial Plans Title: Staff Recommendation That the City Council Adopt the Following Five Resolutions: (1) Approving the Fiscal Year (FY) 2021 Electric Utility Financial Plan, Including Proposed Reserve Transfers, and Amending the Electric Utility Reserve Management Practices; (2) Approving the FY 2021 Gas Utility Financial Plan, Including Proposed Transfers, Amending the Gas Utility Reserve Management Practices, and Adopting a Gas Rate Increase by Amending Utility Rate Schedules G-1, G-2, G-3 and G-10; (3) Approving the FY 2021 Water Utility Financial Plan and Amending the Water Utility Reserve Management Practices; (4) Amending Utility Rate Schedule D -1 Increasing the Storm Water Management Fee by 2.5 Percent per Month per Equivalent Residential Unit for FY 2021; and (5) Amending Utility Rate Schedules EDF -1 and EDF-2 to Increase Dark Fiber Rates 2.5 Percent From: City Manager Lead Department: Utilities Recommendation Staff and the Finance Committee recommend that the City Council approve and adopt the following: 1. Resolutions of the City Council of the City of Palo Alto: a. Approving the FY 2021 Electric Utility Financial Plan, including reserve transfers, and amending the Electric Utility Reserve Management Practices (Attachments A, B & C); b. Approving the FY 2021 Gas Utility Financial Plan, including reserve transfers, amending the Gas Utility Reserve Management Practices, and adopting a Gas Rate Increase by Amending Utility Rate Schedules G-1, G-2, G-3 and G-10 (Attachments D, E, F & G); c. Approving the FY 2021 Water Utility Financial Plan, including reserve transfers, and amending the water Utility Reserve Management Practices (Attachments H, I & J); City of Palo Alto Page 2 d. Amending Utility Rate Schedule D-1 increasing the Storm Water Management Fee by 2.5 percent per month per Equivalent Residential Unit for FY 2021 (Attachments K & L); and e. Amending Utility Rate Schedules EDF-1 and EDF-2 to increase Dark Fiber Rates 2.5 percent (Attachments M & N); There are no proposed changes to the Wastewater Collection utility rates or Financial Plan at this time. Executive Summary During April and May 2020, the Finance Committee and City Council reviewed various rate changes recommended by staff for Fiscal Year 2021. This report summarizes the meetings that occurred, including all staff recommendations and changes to recommendations. This comprehensive utility rates report includes separate sections for each of the Utilities: electric, gas, water, wastewater collection, dark fiber, and storm drainage and surface water. Estimates for retail revenue impacts are included in the FY 2021 budget assumptions. This report outlines the actions requested, transmits the resolutions from these reviews, and requests City Council approval and adoption. Background Water: On April 21, 2020, Utilities staff presented the Finance Committee with a recommendation to approve the Fiscal Year (FY) 2021 Water Utility Financial Plan, revise the Water Utility Reserves Management Practices relating to the CIP and Rate Stabilization Reserves, and approve transfers of 1) Up to a $3 million from the Operations Reserve to the CIP Reserve in FY 2020; 2) Up to a $5 million from the Operations Reserve to the Rate Stabilization Reserve in FY 2020; and 3) Up to an $8 million capital program contribution from the Operations Reserve to the CIP Reserve in FY 2021 (Staff Report #110511). No rate increase was recommended as part of this proposal. The Finance Committee recommended approval of these staff recommendations unanimously. On May 13, 2020, the City Council convened to review the proposed Utilities budget. At that time, they voted and affirmed that staff should bring no FY 2021 rate increases for the Water Utility. Wastewater On April 21, 2020, Utilities staff presented the Finance Committee with a recommendation that the Finance Committee recommend the City Council make no changes to Wastewater Rates for Fiscal Year 2021 (Staff Report #112342). The Finance Committee recommended unanimous approval of this proposal. 1 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=68049.89&BlobID=76149 2 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=68098.52&BlobID=76150 City of Palo Alto Page 3 On May 13, 2020, the City Council convened to review the proposed Utilities budget. At that time, they voted and affirmed that staff should bring no FY 2021 rate increases for the Wastewater Collection Utility. Storm Drain On April 21, 2020, Public Works staff presented the Finance Committee with a recommendation that the City Council adopt a resolution amending Utiity Rate Schedule D-1 (Storm and Surface Water Drainage) to implement a 2.5 percent rate increase consistent with the applicable Consumer Price Index, increasing the monthly charge per Equivalent Residential Unit by $0.36, from $14.68 to $15.04 for Fiscal Year 2021 (Staff Report #112523). The Finance Committee recommended approval of this item 2-1, with Council Member Tanaka voting no. On May 13, 2020, the City Council convened to review the proposed Utilities budget. At that time, they voted and affirmed that staff should bring forward the 2.5% proposed increase for the Storm Water Management Fee. Electric On May 5, 2020, Utilities staff presented the Finance Committee with a recommendation that Council amend the FY 2021 Electric Utility Financial Plan, revise the Electric Utility Reserve Management Practices relating to the CIP, Low Carbon Fuel Standard, and Rate Stabilization Reserves, and propose transfers of 1) Up to $4 million from the Supply Operations Reserve to the Hydroelectric Stabilization Reserve; 2) Up to $5 million from the Supply Operations Reserve to the Electric Special Projects (ESP) Reserve; 3) Up to $7 million from the Distribution Operations Reserve to the Capital Improvement (CIP) Reserve; and 4) $3.74 million from the Supply Operations Reserve to the Low Carbon Fuel Standard (LCFS) Reserve. (Staff Report #112124) In addition, this staff report proposed increasing electric rates by 2%. However, in the interest of providing options to help the community keep its utility bills low during the economic crisis created by the COVID-19 pandemic, the Utilities Department, in a May 5, 2020 At-Places Memo,5 presented an alternative rate plan to the Finance Committee involving no rate increases for two years and no more than 5% rate increases in the subsequent three years. The Finance Committee recommended 2-1 in favor of the alternative electric rate proposal with no rate increase for FY 2021. On May 13, 2020, the City Council convened to review the proposed Utilities budget. At that time, they voted and affirmed that staff should bring no FY 2021 rate increases for the Electric fund. Staff has amended the FY 2021 Electric Utility Financial Plan to reflect the 0% rate 3 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=67997.92&BlobID=76146 5 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=47640.24&BlobID=76453 City of Palo Alto Page 4 increase. The proposed transfers and amendments to the Electric Utility Reserve Management Practices remain the same as proposed and approved by the Finance Committee. Gas On May 5, 2020, Utilities staff presented the Finance Committee with a recommendation that the City Council amend the FY 2021 Gas Utility Financial Plan, increase gas utility rates by 3% overall (an 5% distribution rate increase), revise the Gas Utility Reserve Management Practices, including transfers of 1) Up to $2.533 million from the Rate Stabilization Reserve to the Operation Reserve; and 2) Up to $4.5 million from the Operations Reserve to the CIP Reserve (Staff Report #112856). However, in the interest of providing options to help the community keep its utility bills low during the economic crisis created by the COVID-19 pandemic, the Utilities Department, in a May 5, 2020 At-Places Memo,7 presented an alternative rate plan to the Finance Committee involving no rate increases for two years and no more than 5% rate increases in the subsequent three years. It should also be noted that the gas rate increase was a modification to the original 5% proposal noted in the Financial Plans attached to the UAC and Finance Staff reports (Staff Report #111458). The Finance Committee recommended 2-1 in favor of amending gas rates by 3% overall (a 5% distribution rate increase). On May 13, 2020, the City Council convened to review the proposed Utilities budget. At that time, Council did not approve the 3% Gas rate increase, instead requesting a 2% increase be brought back to them in June. The attached FY 2021 Gas Financial Plan and proposed rates have been amended to meet the 2% scenario. Discussion From March through May 2019, the Utilities Advisory Commission and Finance Committee received and reviewed various utility financial plans, transfer requests, and rate changes recommended by staff. This report outlines the actions requested, transmits the resolutions from these reviews, and requests City Council approval and adoption. Attached to this report are a number of documents, referenced throughout the recommendation language and the report. In addition, this report also includes links to the City’s website for all the staff reports presented throughout the review process to the Utilities Advisory Commission, Finance Committee, and City Council. Staff and the Finance Committee recommend that the City Council approve the Utility financial 6 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=63216.44&BlobID=76332 7 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=47640.24&BlobID=76453 8 http://cityofpaloalto.org/civicax/filebank/documents/76109 City of Palo Alto Page 5 plans and rate changes listed below. These financial plans and rate changes were reviewed and approved by the Utilities Advisory Commission between March and April of 2020, and by the Finance Committee between April and May of 2020. Proposed Rate Changes and Financial Plans Electric The FY 2021 Electric Utility Financial Plan (Attachment B) includes projections of the utility’s costs and revenues through FY 2025. Costs are projected to rise by about 2.5% per year for the next several years. Costs for electric supply purchases are increasing as a result of increases in transmission costs, and potentially dry hydro conditions may necessitate utilizing funds from the Hydro Rate Stabilization Reserve starting in FY 2021. Substantial additional capital investment in the electric distribution system is planned for FY 2021 through FY 2024. Operational costs in FY 2019 were lower than budgeted due to vacancies and difficulty hiring contractors but are projected to increase in FY 2020 and beyond as vacancies are filled and new contracts for maintenance work are put in place. Electric loads have been decreasing, mainly in the commercial sector, putting upward pressure on rates. However, due to good hydro conditions in FY 2019 and corresponding surplus sales, revenues were above expenses in FY 2019 and are expected to remain that way in FY 2020. The good hydro conditions are a short- term phenomenon, though, and are not anticipated to continue. Staff’s original proposal was to raise rates by 2% effective July 1, 2020. The Utilities Advisory Commission reviewed this proposal as well as an alternative 0% increase at its meeting on April 15, 2020. At that time, the UAC deliberated and chose to approve staff’s 2% rate increase option (7-0). However, with the continuation of shelter-in-place created by the COVID-19 pandemic, and in the interest of providing options to help the community keep its utility bills low during the resulting economic crisis, on May 5, 2020 staff presented an alternative rate plan to the Finance Committee involving no rate increases for two years and no more than 5% rate increases in the subsequent three years, in addition to the 2% proposal approved by the UAC. The 0% scenario also included more pessimistic outlooks regarding customers sales forecasts for the next three to five years and included projected increases in customer utility bill defaults. Staff will continue to monitor and change these projections and plans based upon economic recovery, changing consumption patterns as well as changes to operational costs over time. Under this scenario, from FY 2021-FY 2024, Electric Utility revenues will not fully cover the Electric utility’s costs to provide service, and reserves and possible program and service cuts will be needed to make up the difference. For example, with no increases for two years, staff estimates that $1.5 million in one-time cost reductions may be needed within the next 5 years to keep reserves above the minimum guideline levels. Examples of the types of actions that could be taken by the Electric Utility to reduce costs without impacting safety, reliability, and infrastructure investment include: City of Palo Alto Page 6 • Postpone non-critical capital investment like utility undergrounding rebuilds ($2.2 million for FY 2021) • Release funds from the Electric Special Projects Reserve to offset economic impacts or to internally finance certain types of expenses. (Reserve balance is currently $41.6 million, of which $5.0 million for FY 2021 and $7.0 million for FY 2022) is tentatively designated for the City’s Advanced Metering Infrastructure (AMI) project.) • Temporarily reduce utility efforts in energy efficiency in the sectors with longer payback periods for efficiency investments (residential and small and medium business customers). (Exact amount subject to internal review of various programs to review payback periods. Total annual electric efficiency spending is approximately $3.5 million per year.) • Postpone Utilities Department funding and support for building electrification for two to three years. Electric vehicle programs could be continued due to the availability of a separate state funding source (Low Carbon Fuel Standard program). (~$1 million for FY 2021 and FY 2022) • Reduce the amount of renewable energy purchased by the utility below 100% Carbon Neutral, while continuing to purchase enough to maintain compliance with the state’s Renewable Portfolio Standard. (~$3 million to $6 million per year for FY 2021 and FY 2022, depending on market prices and the amount sold.) • Two-year postponement of installation of advanced metering infrastructure ($12 million) and phase 2 construction of the fiber network expansion to support AMI and SCADA. (~$2 million) The Finance Committee and City Council, along with staff input, will explore which possible cuts and changes are practical during the budget review process. Staff also proposes modifications to the Electric Utility Reserves Management Practices specific to the CIP reserve. Because of the irregular dollar amounts and timing of CIP projects budgeted to occur during the forecast period, as well as the potential for new ongoing projects to be included in the CIP plan in later years, staff recommends that four years of budgeted CIP be used to calculate the reserve maximum levels rather than the current four months (120 days) of budgeted expenses. The new minimum CIP Reserve level is 20% of the maximum CIP Reserve guideline level rather than two months (60 days) of expenses. Staff also proposes that the Electric Utility Reserves Management Practices be amended to provide that if there are funds in this reserve in excess of the maximum level, staff must propose in the next Financial Plan to transfer these funds to another reserve, return the funds to ratepayers, or designate a specific use of the funds for CIP investments that will be made by the end of the next Financial Planning Period. After deliberating the proposals, the three members of the Finance Committee split 2-1 in favor City of Palo Alto Page 7 of having no rate increase vs. the 2% increase option. Staff is providing an amended Financial Plan to reflect the alternative scenario, but will keep the proposed transfers as drafted, since they are requested in amounts ‘up to’ maximum amounts. Staff will determine what the appropriate levels should be based upon ending reserve values for FY 2020. With the unprecedented financial crisis faced by the City after more than a month of shelter-in- place actions, and facing possible long-term financial uncertainties, the City Council chose to convene the full Council for Finance Committee discussions of the City and Utilities Budgets. At the Utilities Budget hearing on May 13, 2020, the full City Council reviewed both the expense and revenue projections for the Electric fund. At that time, Council made a recommendation to staff to not have an electric rate increase for FY 2021. Gas The FY 2021 Gas Utility Financial Plan includes projections of the utility’s costs and revenues for FY 2021 through FY 2025. Gas utility costs are made up of supply-related costs (41 percent of costs in FY 2019) and distribution-related costs (59 percent of costs in FY 2019). Supply-related costs (and customer rates) vary monthly with the gas markets, but customer rates for gas distribution are evaluated annually and set by Council action like other utility rates. Gas rates related to distribution costs were last increased by 8 percent on July 1, 2019. The FY 2021 Gas Utility Financial Plan originally proposed a 5 percent overall system rate (and bill) increase on July 1, 2020, which would have been done through an 8 percent increase in distribution rates (because distribution accounts for only 59 percent of the average customer’s bill). CIP expenditures for the last several years have been lower than normal while the City was completing the Upgrade Downtown project, and much of this increase is due to the Gas Utility resuming ongoing main replacement projects. Staff also brought forward an April 14, 2020 UAC at-places memo9 with a 3% overall rate increase proposal. This 3% overall rate increase was lower than the preliminary overall rate increase of 5% presented earlier to the Finance Committee on March 3, 2020. Understanding that rate increases during this time may be more difficult for residents and businesses to absorb, staff recommended an alternative, lower overall rate increase amount of 3% overall for gas. The UAC approved this alternative recommendation unanimously (7-0). Considering the continuing COVID-19 pandemic and resultant shelter-in-place actions, on May 5, 2020, staff brought another alternative proposal to the Finance Committee, for two years of no rate increases, followed by rate increases of no more than 5% in outer years. This scenario would require a significant level of one-time cost reductions in order to keep reserves above minimum guideline levels ($13.8 million). To make reductions this large, temporarily bond financing capital expenditures would typically be a reasonable option. But given the City’s ambitious building electrification goals, long-term bond financing may not be prudent. This means that staff may need to temporarily make significant reductions in capital investment for 9 http://cityofpaloalto.org/civicax/filebank/documents/76202 City of Palo Alto Page 8 this utility. Examples of the types of actions that might need to be taken by the Gas Utility include: • Ending the City’s Carbon Neutral Gas carbon offset program (~$1 million to $1.5 million per year, depending on market prices) • Temporarily reduce utility efforts in energy efficiency in the sectors with longer payback periods for efficiency investments (residential and small and medium business customers). (Exact amount subject to internal review of various programs to review payback periods. Total annual gas efficiency spending is approximately $600,000 per year.) • Postponing or eliminating cross-bore10 inspections (~$1 million in FY 2021 and FY 2022) • Postpone installation of advanced metering infrastructure and gas meter replacement (~$3 million in FY 2022) • Cutting back on capital investment by postponing or reducing the project scope of work on the gas main PVC pipe replacement (up to $10 million) • The impacts of the above cost reductions would impede sustainability efforts, leave the City at some level of risk from cross-bores, delay customer availability of hourly usage data for several years, and slow down the rate of replacement of PVC gas mains, which have glued joints that are at higher risk of leakage during an earthquake. To mitigate the safety risk of these cost reductions, Utilities would increase the frequency of citywide gas surveying (mobile and walking) for gas leaks ($100,000). The Finance Committee and City Council, along with staff input, will explore which possible cuts and changes are practical during the budget review process. In addition, the plan proposes transfers to the Operations Reserve of up to $2.5 million from the Rate Stabilization Reserve, and up to $3.5 million to the CIP Reserve from the Operations Reserve, to ensure that there are appropriate financial reserves for contingencies, such as high construction costs and unplanned CIP replacement, as well as to provide initial funding for the CIP Reserve to operate as a functional reserve for CIP projects. This will allow the CIP reserve to absorb annual variations in capital cost, rather than the Operations reserve. The Rate Stabilization Reserve is projected to be at zero balance by the end of FY 2020, consistent with the Reserves Management Practices. As always, staff will continue to monitor and change these projections and plans based upon economic recovery, changing consumption patterns as well as changes to operational costs over time. After deliberating the proposals, on May 5, 2020 the Finance Committee voted 2-1 to recommend the UAC recommended 3% overall increase (via a 5% distribution rate increase) proposal. While there were concerns voiced about raising any utility rates during this time of 10 Gas lines are usually installed through horizontal drilling. If a gas line is accidentally drilled through a sewer line, this is referred to as a “cross-bore.” If a plumber clears the sewer line with a cutting tool, this can be dangerous if the gas line is also cut. The City has inspected a significant portion of its sewer lines for cross-bores and has found very few, but many sewer lines remain to be inspected. City of Palo Alto Page 9 economic uncertainty, the majority of commissioners felt that the level of cuts needed and possible negative impacts to reserves were too large absent a rate increase. With the unprecedented financial crisis faced by the City after more than a month of shelter-in- place actions, and facing possible long-term financial uncertainties, the City Council chose to convene the full Council for Finance Committee discussions of the City and Utilities Budgets. At the Utilities Budget hearing on May 13, 2020, the full City Council reviewed both the expense and revenue projections for the Gas fund. At that time, Council made a recommendation to staff to not increase distribution rates by 5% (a 3% overall increase), but instead bring the overall increase to 2%. Under the 2% rate increase scenario, from FY 2021-FY 2023, Gas Utility revenues will not fully cover the utility’s costs to provide service, and reserves and program and service cuts will be needed to make up the difference. This is described in detail in the attached Financial Plan, which has been adjusted to reflect the City Council-requested 2% overall (a 3% distribution rate) increase. The original 5% overall proposal, as well as the alternative 3% overall and various 0% options are also shown in Section 5G – Alternative Rate Options of the Gas Financial Plan. Wastewater Collection Staff’s presentation to the Finance Committee on April 21, 2020 provided a general overview of the financial projections through FY 2025 for the Wastewater Collection Utility. Staff projects costs to rise substantially for the next several years due to increasing treatment costs related to capital improvements and increasing operational costs at the Regional Water Quality Control Plant (RWQCP), as well as increasing collection system costs for operations and capital. Staff recommends that the Council make no changes to Wastewater rates for July 1, 2020. For more information, see Staff Report# 1123411 and recommendation approved by the Finance Committee on April 21, 2020. Staff will present the full FY 2021 Wastewater Collection Utility Financial Plan and Cost of Service Study once complete, at a future meeting date. Staff will target a meeting date that is both after the COVID-19 emergency and that allows for full and in person customer attendance and participation in the public meetings and hearing to discuss any proposed rate changes. Water The FY 2021 Water Utility Financial Plan includes projections of the utility’s costs and revenues for FY 2020 through FY 2025. At the end of FY 2019 the reserve levels were higher than anticipated due primarily to capital projects deferred in FY 2019 due to nonresponsive construction bids leading to lower capital costs than budgeted. Because of the reserve funding available for planned CIP, staff does not project the need for a rate increase in FY 2021. The current rate proposals are based on the cost of service (COS) methodology described in the 2012 Palo Alto Water Cost of Service and Rate Study, the 2015 Study update, the 2015 Drought Rate memorandum, and the 2019 Study update titled “Proposed FY 2020 Water Rates” each 11 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=68098.52&BlobID=76150 City of Palo Alto Page 10 completed by Raftelis Financial Consultants. In addition, the financial plan proposes a transfer of up to $3 million from the Operations Reserve to the CIP reserve in FY 2020 to fund one-time CIP work, and a transfer of up to $5 million from the Operations Reserve to the Rate Stabilization Reserve in FY 2020 to provide rate stabilization associated with a series of large rate increases from the water supplier (SFPUC) beginning in FY 2023. Additionally, the financial plan proposes an annual capital program contribution from the Operations Reserve to the CIP Reserve of up to $8 million in FY 2021 and associated Amendments to the Water Utility Reserves Management Practices relating to the CIP Reserve. Further information on the proposed transfers and changes to the Water Utility Reserves Management Practices can be found in the attached FY2021 Water Utility Financial Plan. The Finance Committee reviewed preliminary financial forecasts at its March 3, 2020 meeting, and the Utilities Advisory Commission (UAC) reviewed the Water Financial Plan at its March 5, 2020 meeting. The UAC accepted staff’s recommendation and approved the proposed FY 2021 Financial Plan unanimously. One Commissioner suggested that the Finance Committee consider a rate increase in FY 2021 to smooth out the rate increase trajectory over the coming five years. The Finance Committee reviewed the recommendations at the April 21, 2020 meeting (Staff Report #1105112), and voted to pass the 0% rate increase unanimously. Storm Water and Surface Water Drainage On April 11, 2017, a majority of Palo Alto property owners approved a ballot measure approving a monthly Storm Water Management Fee. This fee will fund thirteen storm drainage capital improvement projects listed in the ballot measure, enhanced maintenance of the storm drainage system, and a variety of stormwater quality protection programs. The approved ballot measure allows for an annual adjustment based on the Consumer Price Index (CPI) or six percent, whichever is less. The Storm Water and Surface Drainage Rate (Attachment L) will increase 2.5 percent, effective July 1, 2020, to reflect the annual CPI change. See Staff Report #1125213 for more information. Dark Fiber Since 2007, the EDF-1 and EDF-2 rates for Dark Fiber (Attachment W) customers have increased annually by the annual December change in the Consumer Price Index for All Urban Consumers (CPI-U) in the San Francisco area, as stated in their dark fiber contract agreements. Based on prior Utilities Advisory Committee and City Council direction, these rate changes are routinely included as part of the Budget adoption process and rather than in a separate staff report. This year’s change in CPI-U was 2.5 percent, as reported by the Bureau of Labor Statistics. Timeline 12 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=68049.89&BlobID=76149 13 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=67997.92&BlobID=76146 City of Palo Alto Page 11 Electric, Gas, Dark Fiber and Storm Water rates, as well as Utility Financial Plans As there are no proposed changes to rates for the water or wastewater collection utilities, the process for collecting and evaluating a written majority protest as set forth by the California Constitution does not apply. The gas, dark fiber and storm drainage rates will be considered at the June 22, 2020 public hearing. Should the City Council take action to approve any or all of these rates, they will become effective July 1, 2020. The City Council will also consider changes to Financial Plans and Reserve Management Policies for electric, gas and water, and should they take action to approve any or all of these Plans and/or Policies, they will also become effective July 1, 2020. Resource Impact Resource impacts related to the proposed Water, Wastewater Collections, Electric, Gas, and Storm Drainage rate actions are detailed fully in the attached Finance Committee reports and are in alignment with assumptions used in the development of the FY 2021 budget that is to be considered by the City Council on June 22, 2020. Policy Implications Policy Implications related to the proposed Gas rate actions are detailed fully in the linked Finance Committee reports. There are no policy changes contained in the adoption of the proposed new Dark Fiber and Storm Drainage Rates. Environmental Review Adoption of the attached Financial Plans and budgeted transfers does not meet the California Environmental Quality Act’s definition of a project, pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(4) and (5), because it is a governmental fiscal and administrative activity which will not cause a direct or indirect physical change in the environment. Adoption of the proposed gas, storm water management fee, and dark fiber rates to meet operating expenses, purchase supplies and materials, meet financial reserve needs and obtain funds for capital improvements necessary to maintain service is not subject to the California Environmental Quality Act (CEQA), pursuant to California Public Resources Code Sec. 21080(b)(8) and Title 14 of the California Code of Regulations Sec. 15273(a). After reviewing the staff report and all attachments presented to Council, the Council incorporates these documents herein and finds that sufficient evidence has been presented setting forth with specificity the basis for this claim of CEQA exemption. Attachments: • Attachment A: Resolution Approving FY 2021 Electric Financial Plan, Electric Reserve Management Practices and Transfers • Attachment D: Resolution Approving FY 2021 Gas Financial Plan, Reserve Management Practices, Proposed Transfers and Rate Changes • Attachment H: Resolution Approving FY 2021 Water Financial Plan, Reserve Management Practices and Proposed Transfers City of Palo Alto Page 12 • Attachment K: Resolution Amending Storm and Surface Water Drainage Rates • Attachment M: Resolution Amending Dark Fiber Rates • Attachment O: Hyperlink List Attachment A * NOT YET APPROVED * 6055344A Resolution No. _________ Resolution of the Council of the City of Palo Alto Approving the Fiscal Year 2021 Electric Utility Financial Plan, Including Reserve Transfers, and Amending the Electric Utility Reserve Management Practices R E C I T A L S A. Each year the City of Palo Alto (“City”) regularly assesses the financial position of its utilities with the goal of ensuring adequate revenue to fund operations. This includes making long-term projections of market conditions, the physical condition of the system, and other factors that could affect utility costs, and setting rates adequate to recover these costs. It does this with the goal of providing safe, reliable, and sustainable utility services at competitive rates. The City adopts Financial Plans to summarize these projections. B. The City uses reserves to protect against contingencies and to manage other aspects of its operations, and regularly assesses the adequacy of these reserves and the management practices governing their operation. The status of utility reserves and their management practices are included in Reserves Management Practices attached to and made part of the Financial Plans. C. Pursuant to Chapter 12.20.010 of the Palo Alto Municipal Code, the Council of the City of Palo Alto may by resolution adopt rules and regulations governing utility services, fees and charges. D. On June 22, 2020, the City Council heard and approved the proposed rate increase at a noticed public hearing. The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby approves the FY 2021 Electric Utility Financial Plan. SECTION 2. The Council hereby approves the following transfers as described in the FY 2021 Electric Utility Financial Plan: a. Up to $4 million from the Supply Operations Reserve to the Hydro Stabilization Reserve; b. Up to $5 million from the Supply Operations Reserve to the Electric Special Projects Reserve; c. Up to $7 million from the Distribution Operations Reserve to the CIP Reserve. d. $3.74 million from the Supply Operations Reserve to the Low Carbon Fuel Standard Reserve. Attachment A * NOT YET APPROVED * 6055344A SECTION 3. The Council hereby approves amendments to the Electric Utility Reserves Management Practices, as shown in Appendix B to the Electric Utility Financial Plan. SECTION 4. The Council finds that approving the Financial Plan and amending the Electric Utility Reserves Management Practices does not meet the California Environmental Quality Act’s (CEQA) definition of a project under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment, and therefore, no environmental assessment is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services Attachment D * NOT YET APPROVED * 6055342A Resolution No. _________ Resolution of the Council of the City of Palo Alto Approving the Fiscal Year 2021 Gas Utility Financial Plan, Including Reserve Transfers, Amending the Gas Utility Reserve Management Practices, and Adopting a Gas Rate Increase by Amending Utility Rate Schedules G-1 (Residential Gas Service), G-2 (Residential Master-Metered and Commercial Gas Service), G-3 (Large Commercial Gas Service), and G- 10 (Compressed Natural Gas Service) R E C I T A L S A. Each year the City of Palo Alto (“City”) regularly assesses the financial position of its utilities with the goal of ensuring adequate revenue to fund operations. This includes making long-term projections of market conditions, the physical condition of the system, and other factors that could affect utility costs, and setting rates adequate to recover these costs. It does this with the goal of providing safe, reliable, and sustainable utility services at competitive rates. The City adopts Financial Plans to summarize these projections. B. The City uses reserves to protect against contingencies and to manage other aspects of its operations, and regularly assesses the adequacy of these reserves and the management practices governing their operation. The status of utility reserves and their management practices are included in Reserves Management Practices attached to and made part of the Financial Plans. C. Pursuant to Chapter 12.20.010 of the Palo Alto Municipal Code, the Council of the City of Palo Alto may by resolution adopt rules and regulations governing utility services, fees and charges. D. On June 22, 2020, the City Council heard and approved the proposed rate increase at a noticed public hearing. The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby adopts the FY 2021 Gas Utility Financial Plan. SECTION 2. The Council hereby approves the transfer of up to $2.533 Million from the Rate Stabilization Reserve to the Operations Reserve, and up $3.5 Million from the Operations Reserve to the CIP Reserve, as described in the FY 2021 Gas Utility Financial Plan approved via this resolution. SECTION 3. The Council hereby approves the amendments to the Gas Utility Reserves Management Practices. Attachment D * NOT YET APPROVED * 6055342A SECTION 4. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule G-1 (Residential Gas Service) is hereby amended to read as attached and incorporated. Utility Rate Schedule G-1, as amended, shall become effective July 1, 2020. SECTION 5. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule G-2 (Residential Master-Metered and Commercial Gas Service) is hereby amended to read as attached and incorporated. Utility Rate Schedule G-2, as amended, shall become effective July 1, 2020. SECTION 6. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule G-3 (Large Commercial Gas Service) is hereby amended to read as attached and incorporated. Utility Rate Schedule G-3, as amended, shall become effective July 1, 2020. SECTION 7. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule G-10 (Compressed Natural Gas Service Service) is hereby amended to read as attached and incorporated. Utility Rate Schedule G-10, as amended, shall become effective July 1, 2020. SECTION 8. The City Council finds as follows: a. Revenues derived from the gas rates approved by this resolution do not exceed the funds required to provide gas service. b. Revenues derived from the gas rates approved by this resolution shall not be used for any purpose other than providing gas service, and the purposes set forth in Article VII, Section 2, of the Charter of the City of Palo Alto. SECTION 9. The Council finds that the fees and charges adopted by this resolution are charges imposed for a specific government service or product provided directly to the payor that are not provided to those not charged, and do not exceed the reasonable costs to the City of providing the service or product. // // // // // // // Attachment D * NOT YET APPROVED * 6055342A SECTION 10. The Council finds that approving the Financial Plan and amending the Gas Utility Reserves Management Practices does not meet the California Environmental Quality Act’s (CEQA) definition of a project under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment, and therefore, no environmental assessment is required. The Council finds that changing gas rates to meet operating expenses, purchase supplies and materials, meet financial reserve needs and obtain funds for capital improvements necessary to maintain service is not subject to the California Environmental Quality Act (CEQA), pursuant to California Public Resources Code Sec. 21080(b)(8) and Title 14 of the California Code of Regulations Sec. 15273(a). After reviewing the staff report and all attachments presented to Council, the Council incorporates these documents herein and finds that sufficient evidence has been presented setting forth with specificity the basis for this claim of CEQA exemption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services Attachment H * NOT YET APPROVED * 6055334A Resolution No. Resolution of the Council of the City of Palo Alto Approving the FY 2021 Water Utility Financial Plan, Including Reserve Transfers, and Amending the Water Utility Reserves Management Practices R E C I T A L S A. Each year the City of Palo Alto (“City”) regularly assesses the financial position of its utilities with the goal of ensuring adequate revenue to fund operations. This includes making long-term projections of market conditions, the physical condition of the system, and other factors that could affect utility costs, and setting rates adequate to recover these costs. The City does this with the goal of providing safe, reliable, and sustainable utility services at competitive rates. The City adopts Financial Plans to summarize these projections. B. The City uses reserves to protect against contingencies and to manage other aspects of its operations, and regularly assesses the adequacy of these reserves and the management practices governing their operation. The status of utility reserves and their management practices are included in Reserves Management Practices attached to and made part of the Financial Plans. The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby adopts the FY 2021 Water Utility Financial Plan. SECTION 2. The Council hereby approves the following transfers as described in the FY 2021 Water Utility Financial Plan: a. Up to $3,000,000 in FY 2020 from the Operations Reserve to the Capital Improvement Projects Reserve; b. Up to $5,000,000 in FY 2020 from the Operations Reserve to the Rate Stabilization Reserve; SECTION 3. The Council hereby approves a capital program contribution to the Capital Improvement Projects Reserve from the Operations Reserve (system revenues) of up to $8,000,000 in FY 2021. Annual rate-funded contributions beyond FY 2021 will be approved by Resolution annually. SECTION 4. The Council hereby approves the amendments to the Water Utility Reserves Management Practices as shown in Attachment I. Attachment H * NOT YET APPROVED * 6055334A SECTION 5. The Council hereby approves the maintenance of a balance in the Rate Stabilization Reserve through FY 2028 in order to provide greater rate stabilization to customers. SECTION 6. The Council finds that the adoption of this resolution does not meet the California Environmental Quality Act’s (CEQA) definition of a project under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment, and therefore, no environmental review is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Utilities Director of Administrative Services ATTACHMENT K NOT YET APPROVED 6055362 1 Resolution No. ______ Resolution of the Council of the City of Palo Alto Amending Utility Rate Schedule D-1 (Storm and Surface Water Drainage) Increasing the Storm Water Management Fee by 2.5 percent Per Month Per Equivalent Residential Unit for Fiscal Year 2021 The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule D-1 (Storm and Surface Water Drainage) is hereby amended to read in accordance with sheet D-1-1, attached hereto and incorporated herein. The foregoing Utility Rate Schedule, as amended, shall become effective July 1, 2020. SECTION 2. The Council finds that this rate increase is being imposed to offset the effects of inflation on labor and material costs pursuant to the annual inflationary fee escalator provision of the Storm Water Management Fee ballot measure, which was approved by a majority of Palo Alto property owners on April 11, 2017. SECTION 3. The Council finds that the revenue derived from the authorized adoption enumerated herein shall be used only for the purpose set forth in Article VII, Section 2, of the Charter of the City of Palo Alto. / / / / / / / / / / / / / / / / / / / / / / ATTACHMENT K NOT YET APPROVED 6055362 2 SECTION 4. The Council finds that the adoption of this resolution changing the Storm Water Management Fee to meet operating expenses, purchase supplies and materials, meet financial reserve needs and obtain funds for capital improvements necessary to maintain service is not subject to the California Environmental Quality Act (CEQA), pursuant to California Public Resources Code Sec. 21080(b)(8) and Title 14 of the California Code of Regulations Sec. 15273(a). After reviewing the staff report and all attachments presented to Council, the Council incorporates these documents herein and finds that sufficient evidence has been presented setting forth with specificity the basis for this claim of CEQA exemption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ _____________________________ Assistant. City Attorney City Manager _____________________________ Director of Public Works _____________________________ Director of Administrative Services GENERAL STORM AND SURFACE WATER DRAINAGE UTILITY RATE SCHEDULE D-1 CITY OF PALO ALTO UTILITIES Issued by the City Council Effective 7-1-2020 Supersedes Sheet No.D-1-1 dated 7-1-2019 Sheet No. D-1-1 A. APPLICABILITY: This schedule applies to all Storm and Surface Water Drainage Service, excepting only those users and to the extent that they are constitutionally exempt under the Constitution of the State of California or who are determined to be exempt pursuant to Rule and Regulation 25. B. TERRITORY: Inside the incorporated limits of the City of Palo Alto and land owned or leased by the City. C. RATES: Per Month: Storm Drainage Fee per Equivalent Residential Unit (ERU) ............................................ $15.04 D. SPECIAL NOTES: 1. An Equivalent Residential Unit (ERU) is the basic unit for computation of storm drainage fees for residential and non-residential Customers. All single-family residential properties shall be billed the number of ERUs specified in the following table, based on an analysis of the relationship between impervious area and lot size for Palo Alto properties. RESIDENTIAL RATES (Single-Family Residential Properties PARCEL SIZE (sq.ft.) ERU <6,000 sq.ft. 0.8 ERU 6,000 - 11,000 sq.ft. 1.0 ERU >11,000 sq.ft. 1.4 ERU All other properties will have ERU's computed to the nearest 1/10 ERU using the following formula: No. of ERU = Impervious Area (Sq. Ft.) 2,500 Sq. Ft. 2. For more details on the Storm Drainage Fee, refer to Utilities Rule and Regulation 25. {End} Attachment M * NOT YET APPROVED * 6055387 1 Resolution No. _________ Resolution of the Council of the City of Palo Alto Amending Utility Rate Schedules EDF-1 (Dark Fiber Licensing Services) and EDF-2 (Dark Fiber Connection Fees) to Increase Dark Fiber Rates 2.5 Percent The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule EDF-1 (Dark Fiber Licensing Services) is hereby amended to read as attached and incorporated. Utility Rate Schedule EDF-1, as amended, shall become effective July 1, 2020. SECTION 2. Pursuant to Section 12.20.010 of the Palo Alto Municipal Code, Utility Rate Schedule EDF-2 (Dark Fiber Connection Fees) is hereby amended to read as attached and incorporated. Utility Rate Schedule EDF-2, as amended, shall become effective July 1, 2020. SECTION 3. The Council finds that the revenue derived from the adoption of this resolution shall be used only for the purpose set forth in Article VII, Section 2, of the Charter of the City of Palo Alto. // // // // // // // // // // // // Attachment M * NOT YET APPROVED * 6055387 2 SECTION 4. The Council finds that the adoption of this resolution increasing Dark Fiber rates by the Consumer Price Index to meet operating expenses, purchase supplies and materials, meet financial reserve needs and obtain funds for capital improvements necessary to maintain service is not subject to the California Environmental Quality Act (CEQA), pursuant to California Public Resources Code Sec. 21080(b)(8) and Title 14 of the California Code of Regulations Sec. 15273(a). After reviewing the staff report and all attachments presented to Council, the Council incorporates these documents herein and finds that sufficient evidence has been presented setting forth with specificity the basis for this claim of CEQA exemption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Utilities ___________________________ Director of Administrative Services ATTACHMENT O ID# 11341 Staff Recommendation That the City Council Adopt the Following Five Resolutions: (1) Approving the Fiscal Year (FY) 2021 Electric Utility Financial Plan, Including Proposed Reserve Transfers, and Amending the Electric Utility Reserve Management Practices; (2) Approving the FY 2021 Gas Utility Financial Plan, Including Proposed Transfers, Amending the Gas Utility Reserve Management Practices, and Adopting a Gas Rate Increase by Amending Utility Rate Schedules G- 1, G-2, G-3 and G-10; (3) Approving the FY 2021 Water Utility Financial Plan and Amending the Water Utility Reserve Management Practices; (4) Amending Utility Rate Schedule D-1 Increasing the Storm Water Management Fee by 2.5 Percent per Month per Equivalent Residential Unit for FY 2021; and (5) Amending Utility Rate Schedules EDF-1 and EDF-2 to Increase Dark Fiber Rates 2.5 Percent ATTACHMENT B - FY 2021 ELECTRIC UTILITY FINANCIAL PLAN FY 2021 TO FY 2025 ATTACHMENT C - ELECTRIC UTILITY RESERVES MANAGEMENT PRACTICES ATTACHMENT E - FY 2021 GAS UTILITY FINANCIAL PLAN FY 2021 TO FY 2025 ATTACHMENT F - GAS UTILITY RESERVES MANAGEMENT PRACTICES ATTACHMENT G - UTILITY RATE SCHEDULE G-1 - RESIDENTIAL GAS SERVICE ATTACHMENT I - WATER UTILITY RESERVES MANAGEMENT PRACTICES ATTACHMENT J - FY 2021 WATER UTILITY FINANCIAL PLAN FY 2021 TO FY 2025 ATTACHMENT L - UTILITY RATE SCHEDULE D-1 - GENERAL STORM AND SURFACE WATER DRAINAGE ATTACHMENT N - UTILITY RATE SCHEDULE EDF-1 - DARK FIBER LICENSING SERVICES 1 of 1 TO: HONORABLE CITY COUNCIL FROM: BRAD EGGLESTON, DIRECTOR OF PUBLIC WORKS DATE: JUNE 22, 2020 SUBJECT: AGENDA ITEM NUMBER 32- Staff Recommendation That the City Council Adopt the Following Five Resolutions: (1) Approving the Fiscal Year (FY) 2021 Electric Utility Financial Plan, Including Proposed Reserve Transfers, and Amending the Electric Utility Reserve Management Practices; (2) Approving the FY 2021 Gas Utility Financial Plan, Including Proposed Transfers, Amending the Gas Utility Reserve Management Practices, and Adopting a Gas Rate Increase by Amending Utility Rate Schedules G-1, G-2, G-3 and G-10; (3) Approving the FY 2021 Water Utility Financial Plan and Amending the Water Utility Reserve Management Practices; (4) Amending Utility Rate Schedule D-1 Increasing the Storm Water Management Fee by 2.5 Percent per Month per Equivalent Residential Unit for FY 2021; and (5) Amending Utility Rate Schedules EDF-1 and EDF-2 to Increase Dark Fiber Rates 2.5 Percent During the Finance Committee review of the proposed Stormwater rates, Council Members requested more information about the shortfall between the proposed increase for FY21 and the actual anticipated expense increases. The Proposed FY 21 rate increase is based on the latest Consumer Price Index (CPI) for this area – 2.5%. However, much of the budget is for Capital Improvement Projects (CIP) and the latest RS Means Construction Cost Index rose by 3.89 %. Another major component of the Budget is City Staff salaries and benefits. In a typical year, the actual salary and benefit increase is 4-5%. While this is not a typical year, it is not yet known what the increase will be. Therefore, it is prudent to conclude that overall expenses will rise by approximately 4%. This results in a shortfall of 1.5 % with respect to the CPI or roughly $ 100,000 of the revenues for FY 21. Council members asked what maintenance impact this would have on the Stormwater Management system. Deferring this amount of expenditures for the remaining 12 years of the Ballet measure funding would be roughly equivalent to deferring one of the smaller 13 planned CIP projects beyond the current ballet measure cycle. The Five-year CIP Plan for the Stormwater Management Fund has been adjusted to take this likely outcome into account. _______________________ _______________________ Brad Eggleston Ed Shikada Director of Public Works Department City Manager 32 DocuSign Envelope ID: 842117DE-89AC-4422-9F9D-15A71D83F362 City of Palo Alto (ID # 11421) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: 488 University Ave: Request to Convert Residential Units to Hotel Use Title: PUBLIC HEARING / QUASI-JUDICIAL. 488 University Avenue [19PLN- 00038]: Request for a Waiver From Title 18 to Allow Conversion of a Residential Use to a Hotel Use to Accommodate 100 Guestrooms. In Addition, the Applicant Requests Approval of an Architectural Review and Historic Review Application for Interior and Exterior Renovations to the Hotel President to This Category 2 Historic Building as well as a Parking Adjustment to Accommodate the Conversion to a Hotel Use. The Project Also Includes a Conditional Use Permit to Allow for Restoration and use of a Historic Rooftop Garden and for the On-site Sale of Alcoholic Beverages. Proposed Revisions Include Structural and Seismic Retrofit of the Existing Structure. Zone District: Downtown Commercial District With Ground Floor and Pedestrian Overlays (CD-C)(GF)(P). Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act Pursuant to CEQA Guidelines Sections 15332 (In-fill Development), 15331 (Historical Resource Restoration/Rehabilitation), 15301 (Existing Facilities) and 15302 (Replacement or Reconstruction). From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council grant a waiver to allow conversion of a downtown residential use to a hotel use and approve the requested architectural review, historic review, parking adjustment, and conditional use permit applications, and the associated environmental exemption findings. Executive Summary City of Palo Alto Page 2 GCPA Owner, LLC, the owner of Hotel President, located at 488 University Avenue, requests Council approval of a waiver from Section 18.18.120 to allow conversion of the existing residential use to a non-residential (hotel) use. The proposed hotel use is consistent with the historic use of the property, which operated as a hotel from 1930 to 1968. The existing ground floor retail uses at the subject property would mostly remain though modifications will be made to the ground floor tenant spaces to accommodate a first-floor lobby for the hotel use. The project includes modifications to the existing building as well as a Conditional Use Permit (CUP). The existing building is a Category 2 (Major Building) on Palo Alto’s Historic Inventory and is eligible for listing in the California Register of Historic Resources; therefore, modifications to the proposed structure require architectural review and historic review. However, the Architectural Review Board (ARB) refers major architectural review applications on significant historic structures to the Historic Resources Board (HRB) for recommendation. The CUP allows for modifications to accommodate the continued use of an existing rooftop open space area and to allow the on-site sale of alcohol. Attachment A provides a location map of the project site. The project plans are included as a link available in Attachment E. A detailed Record of Land Use Action will be provided as a late packet item on June 18, 2020. In addition, staff will provide a confidential legal memorandum analyzing significant legal risks associated with alternative actions to the staff recommendation. Background The Hotel President was designed by noted architect Birge Clark in the Spanish Colonial Revival style and constructed in 1929-1930. It was identified as a “Category 2” (Major Building) on Palo Alto’s Historic Inventory in 1979. It has also been deemed eligible for listing in the California Register of Historic Resources. It operated as a commercial hotel from 1930 to 1968. Subsequently the upper five floors of the property were used for residential occupancy in small one or two room units until late 2018. There were 75 total residential units on the site and six ground floor retail spaces. The property is now vacant except for the ongoing commercial/retail uses in four of the six ground floor units. Two years ago, the property was sold, and the new owner expressed interest in converting the residential portion of the building to a hotel use. This resulted in significant public commentary and the Council enacted a no-fault renter eviction ordinance for certain sized buildings in the City.1 The City Council also directed staff to explore additional renter protection regulations and since then, the state legislature and Governor enacted other statewide renter reforms. During this time there were two other locally relevant legislative actions that were made more controversial in light of the anticipated land use conversion at the Hotel President. First, in 1 No Fault Eviction Ordinance https://www.cityofpaloalto.org/civicax/filebank/documents/66603 City of Palo Alto Page 3 February 2019, the City Council removed a restriction in the zoning code that limited the growth of non-residential floor area in the downtown to 350,000 square feet over its 1986 level.2 This action was consistent with a 2017 Council motion to regulate floor area for office and research and development uses on a citywide basis. In April 2019, the City Council considered another ordinance to remedy an inadvertent copying error in the municipal code that precluded any change in land use for downtown buildings that no longer met the City’s current development standards.3 Previously, land uses in non- compliant buildings could be replaced with other permissive land uses regardless of consideration that a building was taller or had more floor area than allowed in the current code. The President Hotel building and other downtown property owners were impacted by this code language that appeared to have been mistakenly enacted in 2016. The City Council adopted an ordinance that restored the ability for downtown property owners to change lawfully permitted land uses in non-conforming buildings but precluded the conversion of residential uses to non-residential uses. A property owner who believes this restriction is preempted by state or federal law may seek a waiver from the City Council (PAMC 18.18.120). Proposed Project In February 2019, the applicant applied for Architectural Review, Historic Review, and a CUP, all associated with a change of use to convert the residential space to a non-residential (hotel use). Hotel President is a ‘grandfathered’ legal non-complying facility with respect to building height, floor area ratio (FAR) and setback projections. This means that the design complied with the prevailing regulations at the time that it was constructed; however subsequent revisions to the municipal code have rendered the structure non-complying with respect to the current regulations. Following the City Council’s adoption of the above ordinance, the applicant provided information to support the request for a waiver. Waiver from Title 18 for Conversion of Use For non-complying facilities, PAMC 18.18.120(b)(2)(F) prohibits the conversion of residential space to a non-residential use. However, the City’s municipal code identifies a waiver process, under which the City Council may waive or adjust one or more requirements of Title 18 (Zoning) or Title 21 (Subdivisions and Other Divisions of Land) in order to avoid preemption by state or federal law. In order to process this request, the applicant must provide evidence to support the claim that state or federal law preempts this City regulation. The applicant requests a waiver from Title 18 to allow the conversion of a residential use to a hotel use, and provides 2 February 11, 2019 Council Report: https://www.cityofpaloalto.org/civicax/filebank/documents/68782 3 April 1, 2019 Council Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59275.74&BlobID=70005 City of Palo Alto Page 4 evidence to support this claim, as discussed further in this report. Architectural and Historic Review The applicant proposes modifications to the interior and exterior of the existing historic structure to accommodate the new use. This requires both Architectural Review and Historic Review. In accordance with PAMC Section 16.49.050, the Architectural Review Board refers applications on significant historic structures to the Historic Resources Board for a recommendation on the proposed alterations. The existing building is a Category 2 historic structure on the City’s Historic Inventory, which is identified as a “Major Building” of regional importance, meritorious works of the best architects or an outstanding example of an architectural style. Therefore, any proposed modifications to the structure must retain the original historic character. Conditional Use Permit Pursuant to PAMC 18.18.060(e)(2), buildings within the CD-C subdistrict that are noncomplying for height or gross floor area shall be permitted to increase height and expand floor area to the minimum degree necessary to provide rooftop access and related amenities. The applicant is seeking approval of a conditional use permit (CUP) in accordance with this requirement. In addition, the applicant requests approval of a conditional use permit for the on-site sale of alcohol. CUP applications are typically evaluated at a staff level and the Director of Planning & Development Services issues a decision on the application. However, because this CUP is associated with the conversion of the use, which requires Council approval of a waiver, the Director has deferred the request for the CUP to Council in accordance with PAMC Section 18.40.170. Discussion The proposed project has been analyzed for consistency with the Comprehensive Plan, Palo Alto Municipal Code, Downtown Design Guidelines, and the Secretary of the Interior’s Standards for Rehabilitation of Historic Structures. Comprehensive Plan4 The Comprehensive Plan includes goals, policies and programs that guide the physical form of the City. ARB finding #1 requires that the design be consistent and compatible with applicable elements of the Palo Alto Comprehensive Plan. The Comprehensive Plan land use designation for the project site is Regional/Community Commercial. This land use designation is “intended to provide a wider variety of goods and services that the neighborhood shopping areas and include such uses as department stores, bookstores furniture stores, apparel shops, restaurants and non-retail services such as offices and banks.” Hotel uses are an allowed use within this 4 The Palo Alto Comprehensive Plan is available online: https://www.cityofpaloalto.org/gov/depts/pln/long_range_planning/2030_comprehensive_plan/default.asp City of Palo Alto Page 5 land use designation. A detailed review of the project’s consistency with the policies in the Comprehensive Plan is provided in Attachment B. The project is consistent with the policies in the Comprehensive plan and therefore fulfills the goals of the plan. Zoning Ordinance5 The site is zoned Downtown Commercial-Community with Ground Floor and Pedestrian Shopping Combining Districts (CD-C [GF][P]). The Downtown Commercial-Community District is intended to be “a comprehensive zoning district for the downtown business area, accommodating a wide range of commercial uses serving city-wide and regional business and service needs, as well as providing for residential uses and neighborhood service needs.” Hotel uses are permitted uses within the CD-C Zone District. The Ground Floor Combining District is intended to provide design guidelines and modify the uses allowed in the commercial districts and subdistricts to promote active, pedestrian-oriented uses, with a high level of transparency and visual interest at the ground level. The Pedestrian Shopping combining district is intended to modify the regulations of the commercial downtown district in locations where it is deemed essential to foster the continuity of retail stores and display windows and to avoid a monotonous pedestrian environment in order to establish and maintain an economically healthy retail district. The project proposes minor modifications to the façade at 488 University to accommodate the hotel use. These modifications are architecturally sensitive, retaining the integrity of the historic structure. The project retains a pedestrian entrance along the University frontage as well as windows, awnings, and the marquee, which create visual interest on the ground floor of this building. Three of the four existing ground floor retail uses on this parcel would remain in operation. Staff has performed a detailed review of the project’s consistency with applicable development standards. As detailed in the zoning compliance summary table in Attachment B, the proposed project complies with the requirements for the CD-C zone district, as well as the requirements of the Ground Floor and Pedestrian Shopping combining districts or is otherwise seeking, through the requested approvals, permission to deviate from certain code standards in a manner that is consistent with the zoning ordinance. With approval of the requested waiver and the CUP, the proposed project would be consistent with the zoning ordinance. Section 18.18.120 Waiver The subject building is a legal non-complying facility in that it complied with the prevailing zoning and building standards at the time that it was constructed. However, due to subsequent changes to the regulations, the building was rendered legal non-complying with respect to 5 The Palo Alto Zoning Ordinance is available online: http://library.amlegal.com/nxt/gateway.dll/California/paloalto_ca/paloaltomunicipalcode?f=templates$fn=default .htm$3.0$vid=amlegal:paloalto_ca City of Palo Alto Page 6 current standards for height (50 feet), floor area (maximum of 2.0 to 1 floor area ratio), and setbacks (basement, marquee entry, and sixth floor balcony protrude into the setbacks). For non-complying facilities PAMC 18.18.120(b)(2)(F) prohibits the conversion of residential space to a non-residential use. However, for cases where an applicant asserts preemption by state or federal law, the municipal code identifies a waiver process, which requires Council approval. The applicant’s statement of its position and claims with respect to its waiver request, along with supporting documentation, is provided in Attachment C. Primarily, the applicant claims that prohibiting the conversion of this property to a non- residential use would be contrary to and preempted by the Ellis Act. The applicant’s letter states that, “under the Ellis Act, a local government may not prohibit an owner from taking its property out of residential rental use, nor may a city impose a “prohibitive price” or unconstitutional condition on a party exiting the residential rental business, or a burdensome constraint on the subsequent use of property after the owner exercises Ellis Act rights.” Staff believes the applicant has made a sufficient showing to support the approval of a waiver under Section 18.18.120 and recommends that the requested waiver, allowing conversion to a hotel use, be granted. Section 18.18.120 broadly authorizes the City Council to waive or adjust provisions of Title 18 (Zoning) or Title 21 (Subdivisions and Other Divisions of Land), in response to a waiver request. Thus, rather than granting a waiver that would allow conversion of the residential use to a hotel use, the Council could adjust the City’s regulations on conversion of rental units to condominiums in Chapter 21.40, which currently prohibit conversion of the building to ownership housing. However, staff does not recommend such action, based on advice from the City Attorney’s Office. A thorough analysis of the legal risks associated with various options before the Council will be provided confidentially in tandem with this staff report. Rooftop Open Space The project proposes a new elevator, which would provide ADA compliant access throughout the building, including access to the rooftop open space. The elevator overrun would extend beyond the existing height of the building (80 feet) to 90 feet, three inches. This is the minimum necessary height to provide access to the rooftop. PAMC 18.18.060(e)(2) allows for this increase in height on legal non-complying buildings within the downtown area through approval of a Conditional Use Permit process. The project meets the conditional use permit findings with respect to revisions and access to the open space, as outlined in the Record of Land Use Action. In accordance with this code section, the floor area associated with rooftop access is not counted toward gross floor area; therefore, this would not increase the building’s non-compliance with respect to floor area. The project also includes modifications to the existing rooftop features, including existing City of Palo Alto Page 7 enclosed space on the rooftop. As shown on the project plans in Attachment E, these revisions would not increase the gross floor area or increase the height of the proposed structure, except as previously stated to accommodate access to the rooftop. Therefore, with approval of the requested CUP, the proposed modifications to the rooftop would comply with the zoning ordinance. Though this open space has historically been used by residents; conditions of approval have been provided to ensure that use of the rooftop open space by hotel guests would not be impactful to neighboring properties. Sale of Alcoholic Beverages The on-site sale of alcohol requires approval of a conditional use permit in accordance with PAMC 18.42.090. The project complies with the CUP findings, as outlined in the Record of Land Use Action. Therefore, with approval of the CUP, the on-site sale of alcoholic beverages would be consistent with the zoning ordinance. Modifications to a Historic Structure As outlined in the Historic Resources Memorandum entitled “Hotel President-SOI Standards Consultation Memorandum” dated March 2, 2020, the proposed modifications to this historic structure are consistent with the SOI standards for Treatment of a Historic Resources. This memorandum is provided in Appendix B of Attachment D. The findings for historic and architectural review approval are provided in the Record of Land Use Action. The Historic Resources Board held a hearing on the proposed project on May 14, 2020.6 At the hearing the board unanimously recommended approval of the project. The board’s motion included agreement with the conclusion that the building is eligible for the CRHR and an agreement with the conclusion that the project is consistent with the SOI Standards for the Treatment of Historic Resources. The HRB’s motion also included a provision that the applicant return to the HRB subcommittee for further review of some of the building’s proposed finishes, including: • The proposed new tile on the University Avenue façade • Details regarding the proposed modifications to the sixth floor guard • Color brushouts • Details of the arches of the lobby wall The Record of Land Use Action includes a condition of approval that requires the applicant to return to the HRB subcommittee prior to issuance of a building permit to provide these details. Ground Floor Retail Preservation In accordance with the City’s ground floor retail preservation ordinance, as codified in PAMC 6 Meeting Minutes Historic Resource Board, May 14, 2020: https://www.cityofpaloalto.org/civicax/filebank/documents/77187 City of Palo Alto Page 8 Section 18.40.180, ground floor retail and retail-like uses that were legally established as of March 2015 may only be replaced with other retail and retail-like uses. The proposed project’s ground floor retail and retail-like (restaurant) uses would therefore be required to remain or otherwise be replaced with other retail or retail-like uses. The proposed project modifies the ground floor retail spaces and former ground floor residential access to accommodate a lobby, bar, and kitchen for the hotel use. Hotel uses are considered retail-like uses in accordance with PAMC Section 18.04.030(125.1). Therefore, the proposed project increases the overall retail and retail-like uses on the ground floor. Multi-Modal Access & Parking The proposed hotel use increases the site’s existing non-compliance with respect to parking requirements in that it requires more parking in accordance with PAMC Section 18.52 than the existing use. Therefore, in order to allow for the conversion to a hotel use, the project would need to bring the parcel into compliance with the parking requirements. California Health and Safety Code Section 18962 requires that local jurisdictions provide a 25 percent reduction in parking requirements for conversion of a designated historical resource to any non-residential use. Therefore, with application of the 25 percent reduction, the proposed project is required to provide a total of 115 parking spaces. The applicant is proposing 14 spaces (12 standard spaces and 2 valet spaces) on-site and 25 spaces off-site at 330 Everett (11 standard spaces and 14 valet spaces). The remaining 76 spaces would be paid in-lieu to the Downtown Parking Assessment District; the current fee is $106,171 per space and is expected to increase to $111,862 per space in late August. The conditions of approval will require compliance with a valet management plan that has been reviewed and approved by the City’s Office of Transportation. The applicant will comply with bicycle parking requirements and does not propose any new curb cuts that could create a new hazard for bicyclists. Three-Party Parking Agreement The applicant proposes off-site parking for 25 of their required parking spaces at 330 Everett. Eleven of these spaces would be provided as standard spaces and 14 would be provided as valet spaces. Off-site parking is allowed in accordance with PAMC Section 18.52.080(d), which allows off-site parking at other sites within the boundaries of the parking assessment district. With this proposal, parking at a ratio of 0.75 parking spaces per unit would be provided for the senior housing use at this property. This complies with the current parking standards for senior housing facilities and would not conflict with the Planned Community Ordinance (PC-4053) for that site, which does not specify parking requirements. The conditions of approval will require documentation of the use of these parking spaces for Hotel President through a minor architectural review application and a three-party parking agreement between the two properties owners and the City. The agreement will ensure the parking spaces at 330 Everett City of Palo Alto Page 9 are not being used by any other entity except for the Hotel President and the senior housing facility. Transit Demand Management Plan The City requires implementation of a Transit Demand Management (TDM) plan in conjunction with the approval of parking adjustments, including parking design alternatives, such as the proposed valet parking plan. The TDM plan is also required to comply with the City’s Comprehensive Plan requirements, which identify TDM reduction requirements for projects within the Downtown area. The proposed TDM plan has been reviewed by the Office of Transportation. The Office of Transportation has included conditions of approval, which require revisions to the proposed TDM plan, prior to approval. Review and approval of the revised TDM plan will be required prior to approval of a building permit. Policy Implications The proposed project converts a residential use within an existing historic building to its historic hotel use. The project includes modifications to the interior and exterior that restore the existing historic building, and seismically retrofit the building. The policy implications associated with this change in use and the proposed modifications to the structure are discussed below and primarily relate to housing, compliance with state regulations, the treatment of historic resources, and safety. Housing The City’s Comprehensive Plan, including the adopted Housing Element, encourage residential uses throughout the City and identifies the City’s Regional Housing Needs Allocation (RHNA), which outline the City’s targets for the production of housing units at all income levels. The proposed project would convert an exisitng residential rental use to a non-residential (hotel use). Although this conversion is not consistent with goals encouraging housing development, the existing residential rental units were never identified as part of the City’s housing inventory. Therefore, the conversion of these units would not result in a loss of housing units that affects the City’s RHNA targets. The project site is currently vacant and has been vacant since November 2018. Historic As outlined in the Record of Land Use Action, the project is consistent with several policies outlined in the Land Use Element of the Comprehensive Plan related to the preservation and restoration of historic resources. Specifically, the project would result in rehabilitation of an existing Category 2 historic building that is currently vacant and encourage its reuse consistent with the historical use of the site. The proposed modifications to the building comply with the SOI standards and therefore would preserve the historic integrity of the structure, including its character defining features. City of Palo Alto Page 10 Safety The project includes a structural and seismic retrofit of the existing building, which would improve the safety of the building. These upgrades are consistent with the Comprehensive Plan Safety Element policies S-2.5 and S-2.6 which encourage seismic rehabilitation of exisitng buildings, particularly those whose loss would have the greatest community impacts. Because this is a hsitoric structure of major regional importance, seismic upgrades of this building are a priority under Policy S-2.6. Resource Impact The proposed project is a private development that is subject to cost recovery; therefore, processing of this application does not directly impact City resources. Hotel uses provide transit occupancy taxes to the City of Palo Alto. All hotel guests are required to pay transit occupancy taxes in accordance with PAMC Section 2.33; therefore the proposed hotel use will provide revenue for the city in the form of transit occupancy taxes. This revenue is split between the general fund and infrastructure. The project also proposes paying in-lieu fees to the Downtown Parking Assessment District for 76 additional spaces which cannot be feasibly parked on site. The current rate for in-lieu parking spaces is $106,171; therefore the applicant proposes to pay an estimated $8,068,996 toward the Downtown Parking Assessment District. In addition, the project would be subject to impact fees in the amount of $933,675.42. Timeline If approved, the project would file a building application for approval of the proposed revisions. Modifications to the proposed structure are anticiapted to take 16 months to construct. Exterior modifications are anticipated to take appoximately 12 weeks to construct. Stakeholder Engagement Several members of the public expressed concern regarding the conversion of a residential use to a non-residential use. Many of these concerns were provided in response to hearings in April 2019 regarding Title 18 amendments. Those proceedings ultimately resulted in code revisions that prohibited the conversion of residential uses to non reisdential uses on legal noncomplying buildings and created the waiver process, which is the subject of the current request. One current commercial tenant at the site also expressed concern that approval of the subject application would increase the property tax or insurance payments for the existing ground floor tenants. The applicant provided information to the tenant confirming that the proposed application would not result in a change/increase in property tax or insurance payments. Environmental Review The subject project has been assessed in accordance with the authority and criteria contained City of Palo Alto Page 11 in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project was found to be exempt under CEQA pursuant to CEQA Guidelines Section 15332 (in-fill); 15331 (Restoration of Historic Resource); 15301(Existing Structures); and 15302 (Reconstruction) A documented exemption outlining how the project complies with these exemptions is included in Attachment D. The proposed modifications to the building would be consistent with the Secretary of the Interior’s Standards for Rehabilitation of Historic Resources, as outlined in the analyses provided in Appendices B and C of Attachment D. Attachments: Attachment A: Location Map Attachment B: Zoning Comparison Table Attachment C: Applicant Letter Regarding Waiver Attachment D: Documentation for CEQA Notice of Exemption Attachment E: Project Plans (DOCX) Page 1 of 2 ATTACHMENT B ZONING COMPARISON TABLE 488 University Avenue, 19PLN-00038 Table 1: COMPARISON WITH CHAPTER 18.18 (CD-C DISTRICT) Exclusively Non-Residential Development Standards Regulation Required Existing Proposed Minimum Setbacks Front Yard (Cowper St.) None Required 7 ft 1 in 7 ft 1 in Rear Yard None Required 0 ft 0 ft Interior Side Yard None Required 10 ft 10 ft Street Side Yard (University Ave.) None Required 0 ft(6) 0 ft(6) Special Setback Pursuant to Code Section 20.08 N/A N/A Minimum street setback for sites sharing a common block face with any abutting residential zone district Note 4 N/A N/A Minimum yard (ft) for lot lines abutting or opposite residential zone districts 10 feet (Note 1) N/A N/A Maximum Site Coverage None Required 3,092 sf 3,226 sf Maximum Height 50 ft (Note 3) 85 ft to penthouse 90 ft 1 in to Wireless equipment enclosure 90 ft 3 in to elevator Maximum Floor Area Ratio (FAR) 2.0:1 (18,850 sf) (Note 5) 5.42: 1 (51,115 sf) 5.36:1 (50,540 sf) Daylight Plane for lot lines abutting one or more residential zone districts Initial Height at side or rear lot line (Note 2) N/A N/A Slope (Note 2) N/A N/A Notes 1) The yard shall be planted and maintained as a landscaped screen, excluding area required for site access. 2) The initial height and slope shall be identical to those of the residential zone abutting the site line in question. 3) The maximum height within 150 feet of any abutting residential zone district shall not exceed the height limit of the abutting residential district. 4) The minimum street setback shall be equal to the residentially zoned setback for 150 feet from the abutting single-family or multiple family development. 5) FAR may be increased with transfers of development and/or bonuses for seismic and historic rehabilitation upgrades, not to exceed a total site FAR of 3.0:1 in the CD-C subdistrict or 2.0:1 in the CD-S or CD-N subdistricts. 6) Property includes entry marquee (8’-9”) on the ground floor and balcony (4’0”) on the 6th floor that encroach into this setback. Page 2 of 2 18.18.110 Context-Based Design Criteria. As further described in a separate attachment, development in a commercial district shall be responsible to its context and compatible with adjacent development, and shall promote the establishment of pedestrian oriented design. Table 2: CONFORMANCE WITH CHAPTER 18.52.040 (Off-Street Parking and Loading) for Downtown University Avenue Parking Assessment District Type Required Existing Proposed Conforms? Vehicle Parking (within the Downtown Parking Assessment District) PAMC 18.52.040 Table 2 All uses except residential: 1 space per 250 sf 7,645 sf x 5 floors = 38,225/250 = 153 spaces 115 spaces after State reduction (1) 12 spaces 14 spaces, 25 off-site, 76 in-lieu Yes (2) Bicycle Parking (within the Downtown Parking Assessment District) PAMC 18.52.040 Table 2 All uses except residential: 1 space per 2,500 sf 40% Long Term (LT) 60% Short Term (ST) 20 spaces 8 LT 12 ST 12 ST 11 Long Term 12 Short Term Yes Loading Space 10,000-99,999 sf 1 space 1 1 Yes (1) California Health & Safety Code Section 18962 allows a 25% reduction for historic properties (2) Off site parking required and payment of parking in-lieu fee Attachment C Direct Link to Applicant Letter Regarding Waiver: https://bit.ly/pa_waiver_letter Attachment D Direct Link to Documentation for CEQA Notice of Exemption: https://bit.ly/pa_ceqa_noe Attachment E Project Plans During Shelter-in-Place, project plans are only available online. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll to find “488 University Avenue” 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=4536&TargetID=319 1 of 1 TO: HONORABLE CITY COUNCIL FROM: JONATHAN LAIT, DIRECTOR PLANNING & DEVELOPMENT SERVICES DATE: JUNE 22, 2020 SUBJECT: AGENDA ITEM 33 - 488 UNIVERSITY AVE: REQUEST TO CONVERT RESIDENTIAL UNITS TO HOTEL USE Attached is the Draft Record of Land Use Action, which includes draft findings and conditions for Council’s consideration of the proposed project at 488 University Avenue. The Draft Record of Land Use Action constitutes Attachment F of the staff report for this agenda item. _______________________ _________________________ Jonathan Lait Ed Shikada Director City Manager Planning & Development Services 33 DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT Attachment F APPROVAL NO. 2020- RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 488 UNIVERSITY AVENUE: WAIVER FOR CONVERSION OF A RESIDENTIAL USE TO A NON-RESIDENTIAL USE, HISTORIC REVIEW, ARCHITECTURAL REVIEW, PARKING ADJUSTMENT, CONDITIONAL USE PERMIT, AND EXEMPTION FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT [FILE NO 19PLN-00038] On _________, 2020, the City Council of the City of Palo Alto (“City Council”) approved a waiver under Palo Alto Municipal Code (“PAMC”) Section 18.18.120 for the conversion of a residential use to a hotel use, an Architectural Review and Historic Review Application for Modifications to the Interior and Exterior of the Building to Accommodate the Hotel Use, Parking Adjustments, and a Conditional Use permit to allow for modifications for access to an existing rooftop garden and for the on-site sale of alcohol, making the following findings, determination, and declarations: SECTION 1. BACKGROUND. A. On February 4, 2019 GPCA Owner, LLC applied for Architectural Review and Historic Review to allow modifications to a Category 2 Historic Structure [19PLN-00038] to accommodate a change in use. In addition, the application includes a request for a waiver under PAMC Chapter 18.18.120 to allow the conversion of a residential use to a hotel use, a request for parking adjustments for valet and tandem parking, and a Conditional Use Permit to allow for modifications to a legal noncomplying building for access to an existing rooftop garden and for the on- site sale of alcohol. B. The project site is located at 488 University Avenue (APN 120-15-071) and totals 9,425 square feet. Other ground floor retail and restaurant uses are located on the site. Adjacent uses include ground floor retail and office uses. C. Following staff review, the Historical Resources Board (HRB) reviewed the project and recommended approval of the architectural and historic review application on May 14, 2020 subject to conditions of approval. D. On ______, 2020, the City Council reviewed the request for a waiver to allow conversion of a residential use to a hotel use, as well as the application for Architectural and Historic Review, the application for parking adjustments, and the application for a Conditional Use Permit. After hearing public testimony, the Council voted to approve these applications subject to the conditions set forth in Sections 7 and 8 of this Record of Land Use Action. 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 DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT Environmental Quality Act (CEQA). The subject project has been assessed in conformance with the authority and the criteria contained in CEQA, the State CEQA Guidelines, and the environmental regulations of the City and was found to be exempt from CEQA in accordance with CEQA Guidelines Section 15332 (In-fill exemption), Section 15331 (Historical resource restoration/rehabilitation); 15301 (existing structures); and 15302 (reconstruction). SECTION 3. FINDINGS FOR A WAIVER UNDER PAMC SECTION 18.18.120. The applicant has submitted a statement and supporting documentary evidence that, in its view, application of PAMC section 18.18.120(b)(2)(F) to the property: 1) is pre-empted by the State Ellis Act because it would impose “a prohibitive price” on a property owner’s decision to exit the rental housing business and create procedural requirements not expressly authorized by the Ellis Act; 2) is unlawful because it would be inconsistent with the City’s Comprehensive Plan; 3) is unlawful because it would represent arbitrary “spot” zoning; and 4) would constitute an unconstitutional regulatory taking of property. The City Council finds a waiver is required from one or more requirements of PAMC Title 18 or Title 21 to avoid preemption by the Ellis Act, due to the unique characteristics of the property. While PAMC section 18.18.120(b)(2)(F) would allow redevelopment of the property as a hotel compliant with current development standards, because the property is a Category 2 historic building, PAMC Chapter 16.49 precludes its demolition and redevelopment as a conforming structure. In addition, while PAMC section 18.18.120(b)(2)(F) allows residential uses other than rental housing, PAMC Chapter 21.40 precludes the conversion of the building to ownership housing. The combination of these restrictions imposes a prohibitive price on the property owner’s decision to exit the rental housing business; the applicant’s request for a waiver from PAMC Section 18.18.120(b)(2)(F) is therefore granted to allow conversion of the residential portion of the structure to a hotel use. SECTION 4. ARCHITECTURE AND HISTORIC REVIEW BOARD FINDINGS. The design and architecture of the proposed improvements, as conditioned, complies with the Findings for Architectural Review as required in Chapter 18.76 of the PAMC and Chapter 16.49 of the PAMC. Historic Review Findings In accordance with the findings set forth in PAMC Section 16.49.050(b)(1), the City finds that the project would not adversely affect the exterior architectural characteristics nor the historical or aesthetic value of the building and its site. Specifically, the project has been assessed by a Cultural Resources Planner who meets the Secretary of the Interior’s Professional Qualification Standards for Historic Preservation in order to evaluate the project’s consistency with the Secretary of the Interior’s Standards for the Treatment of Historic Properties, and specifically the Standards for Rehabilitation. As outlined in the historic analysis memorandum dated March 2, 2020, the proposed project would remain mixed-use and would accommodate the buildings historic use as a hotel. The proposed project would retain most of the existing historic materials, including: exterior stucco cladding, the terra cotta clay-tile roofing, wood gallery, juliet balconies, upper floor fenestration pattern and materiality. The project would also retain the presence of commercial units and storefronts on the ground floor; the tiled lobby entrance vestibule; most lobby materials and features; most circulation features; and the roof utility/circulation penthouse and terrace. The building’s mass and form would not be altered. The addition of elevator access to the seventh-story utility/circulation penthouse and the erection of a DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT mechanical screen are consistent with existing elements along the roof and will not be visible from the public right-of-way. Retention of commercial units at the ground floor will allow the building to continue to convey its mixed-use identity. Proposed alterations to the lobby retain most original lobby materials, as well as the mezzanine stairway and the elevator. Additionally, the proposed project includes the creation of a bar spaces within an area that was historically part of the Hotel President lobby. On the interior of the building, the removal of a portion of the dividing wall between the lobby and unit four could affect the lobby’s hall-style characteristic; however, because this alteration is reversible it is consistent with the SOI standards. Historic door openings and dividing walls between units will be rearranged. Therefore, the project would not adversely affect the exterior architectural characteristics or the historical or aesthetic value of the building and its site. Architecture Review Findings Finding #1: The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project is consistent with Finding #1 because: The proposed project is consistent with the Comprehensive Plan and the Downtown Design Guidelines. Table 1 includes an analysis of the project’s consistency with applicable goals and policies outlined in the City of Palo Alto Comprehensive Plan. The project includes conversion of a residential use to a hotel use; the hotel use is consistent with those allowed under this Comprehensive plan land use designation. The proposed project is also consistent with the Downtown Urban Design Guidelines in that it retains the existing ground floor retails uses, with minor modifications to accommodate a small ground floor lobby, which helps to keep the area active and economically stable. The existing pattern of storefronts and structural bays that create the human scale of Downtown would also be maintained. Attractive and easily recognizable pedestrian entries are provided. The project utilizes the existing auto entry on Cowper; no new curb cuts are proposed along University or Cowper. The project has been reviewed for conformance with the development standards in the zoning code and found to be in compliance with the intent and regulations contained therein. A comprehensive review of the project to applicable development standards is included in the Administrative Record as Attachment B to the June 22, 2020 staff report. The project is seeking approval of a waiver from Title 18 to allow for conversion of a residential use to a hotel use. In addition, the applicant seeks approval of a Conditional Use Permit to allow for the on-site sale of alcoholic beverages and for minor modifications to accommodate code compliant access to the rooftop terrace. With approval of these requests, the project would be consistent with the zoning ordinance. The project is consistent with the performance criteria in PAMC Chapter 18.23, as outlined in Table 2. As discussed under finding #2 below, the project is consistent with the applicable context-based design criteria outlined in the Palo Alto Municipal Code. There are no other coordinated area plans or relevant design guides adopted by the City of Palo Alto that are applicable to the project/project site. Therefore, the project is consistent with the Comprehensive Plan, Zoning code, and applicable design guides. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT Table 1: Analysis of Project’s Consistency with the City of Palo Alto Comprehensive Plan Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan The Comprehensive Plan land use designation for the site is Regional/Community Commercial. The Comprehensive Plan includes goals, policies and programs that guide the physical form of the City. ARB finding #1 requires that the design be consistent and compatible with applicable elements of the Palo Alto Comprehensive Plan. The Comprehensive Plan land use designation for the project site is Regional/Community Commercial. The Regional/Community Commercial land use designation is “intended to provide a wider variety of goods and services that the neighborhood shopping areas and include such uses as department stores, bookstores furniture stores, apparel shops, restaurants and non-retail services such as offices and banks.” Hotel uses are an allowed use within this land use designation. Land Use and Community Design Policy L-1.3 Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. The proposed project includes minor modifications to the façade of an existing building that are compatible with the historic character of the site. The change in use to a hotel use is compatible with the downtown area, which encourages commercial uses. The project would allow for adaptive reuse of the historic building in a manner that is compatible with the surroundings, consistent with these policies. Several other buildings within the vicinity have rooftop garden uses. Policy L-2.9 Facilitate reuse of existing buildings Policy L-2.11 Encourage new development and redevelopment to incorporate greenery and natural features such as green rooftops, pocket parks, plazas and rain gardens. The proposed project includes modifications to an existing building and approval of the conditional use permit would allow for the continued use of the rooftop garden in a manner that complies with the municipal code and state codes for accessibility. Policy L-3.1 Ensure that new or remodeled structures are compatible with the neighborhood and adjacent structures. The modifications proposed include minor façade revisions that are compatible with the historic structure and with adjacent structures. The revisions include a minor increase in the height of the building to accommodate access to the rooftop; these revisions would not impact the pedestrian experience along University Avenue, which includes multiple buildings within the immediate vicinity that are of similar height or are taller than the existing building. Policy L-4.2 Preserve ground-floor retail, limit the displacement of existing retail from neighborhood centers and explore opportunities to expand retail. The proposed project includes minor modifications on the ground floor to allow for a ground floor lobby to access the hotel use. The project does not propose removal of any ground floor retail uses. Policy L-4.6 Sites within or adjacent to existing commercial areas and corridors are suitable for hotels. Give preference to housing versus hotel use on sites adjacent to predominantly single- The proposed project proposes a hotel use in a commercial area, consistent with this policy. Although this policy indicates that preference should be given to housing versus hotel uses, this policy applies to sites DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT family neighborhoods adjacent to predominantly single-family neighborhoods. The proposed project is located in the heart of the commercial downtown district and is not located adjacent to single family residential neighborhoods. Therefore, the project is consistent with this policy. Policy L-4.7: Maintain and enhance the University Avenue/Downtown area as a major commercial center of the City, with a mix of commercial, civic, cultural, recreational and residential uses. Promote quality design that recognizes the regional and historical importance of the area and reinforces its pedestrian character. The proposed project includes minor modifications to an existing historic structure that preserve the building’s integrity while rehabilitating the site consistent with the historic use of the property. Therefore, the project promotes quality design and recognizes the historic importance of the area. The project retains the ground floor retail uses at the site with minor modifications to provide a ground floor lobby access. The existing and proposed uses and modifications reinforce the pedestrian character in the downtown area. Therefore the project is consistent with this policy. Policy L-7.1: Encourage public and private upkeep and preservation of resources that have historic merit, including residences listed in the City’s Historic Resource Inventory, the California Register of Historical Resources, or the National Register of Historic Places. The proposed project renovates an existing Category 2 historic building that is on the City’s Historic Inventory and that is eligible for the California Register of Historical Resources. The proposed modifications are consistent with the Secretary of the Interior’s Standards for Rehabilitation of a historic resource. Therefore, the project is consistent with this Policy. Policy L-7.5: To reinforce the scale and character of University Avenue/Downtown, promote the preservation of significant historic buildings. The project preserves a Category 2 historic building while rehabilitating the site consistent with the historic use of the property, consistent with this policy and program. Program L-7.8: Promote adaptive reuse of old buildings. Policy L-7.12: Maintain the historic integrity of building exteriors. Consider parking exceptions for historic buildings to encourage rehabilitation A 25 percent parking reduction is provided in accordance with state regulations for the rehabilitation for the proposed use. Additional parking on and off site is provided to accommodate the proposed use, consistent with Palo Alto Municipal Code requirements. The historic integrity of the building exterior will be maintained in accordance with the Secretary of the Interior’s standards for rehabilitation. Policy L-9.3. Treat residential streets as both public ways and neighborhood amenities. Provide and maintain continuous sidewalks, healthy street trees, benches and other amenities that promote walking and “active” transportation. The project maintains the existing amenities within the existing pedestrian right-of-way. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT Transportation Element Policy T-1.16. Promote personal transportation vehicles an alternative to cars (e.g. bicycles, skateboards, roller blades) to get to work, school, shopping, recreational facilities and transit stops. The project includes implementation of a TDM plan to reduce single-occupancy vehicle trips. It also includes the installation of long-term bicycle racks on-site. Business and Economic Element Policy B-3.2. Support a diverse range of businesses that generate revenue and enhance the City’s fiscal sustainability. All hotel guests are required to pay transit occupancy taxes in accordance with PAMC Section 2.33; therefore the proposed hotel use will provide revenue for the city in the form of transit occupancy taxes. Table 2: Project’s Consistency with the Performance Criteria (Chapter 18.23) 18.23.020 Trash Disposal and Recycling Project Consistency Assure that development provides adequate and accessible interior areas or exterior enclosures for the storage of trash and recyclable materials in appropriate containers, and that trash disposal and recycling areas are located as far from abutting residences as is reasonably possible. The project includes placement of the trash/recycling enclosure within the underground parking garage and within appropriately sized containers. The site is not located immediately adjacent to any residential uses. 18.23.030 Lighting To minimize the visual impacts of lighting on abutting or nearby residential sites and from adjacent roadways. The proposed project includes rehabilitation of an existing structure within the downtown area and does not include changes to the lighting that would affect nearby residential uses. There are no residential uses abutting the project site. 18.23.040 Late Night Uses and Activities The purpose is to restrict retail or service commercial businesses abutting (either directly or across the street) or within 50 feet of residentially zoned properties or properties with existing residential uses located within nonresidential zones, with operations or activities between the hours of 10:00 p.m. and 6:00 a.m. Operations subject to this code may include, but are not limited to, deliveries, parking lot and sidewalk cleaning, and/or clean up or set up operations, but does not include garbage pick-up. The project is not located within 50 feet of residentially zoned properties or properties with existing residential uses located within nonresidential zones. Therefore, criterion is not applicable to the proposed project. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 18.23.050 Visual, Screening and Landscaping Privacy of abutting residential properties or properties with existing residential uses located within nonresidential zones (residential properties) should be protected by screening from public view all mechanical equipment and service areas. Landscaping should be used to integrate a project design into the surrounding neighborhood, and to provide privacy screening between properties where appropriate. Mechanical equipment is screened in that it is primarily located within the building within the basement or otherwise located on the roof and screened by parapet walls. Mechanical equipment would not be visible from the public right-of-way and there are no abutting residential properties. 18.23.060 Noise and Vibration The requirements and guidelines regarding noise and vibration impacts are intended to protect residentially zoned properties or properties with existing residential uses located within nonresidential zones (residential properties) from excessive and unnecessary noises and/or vibrations from any sources in abutting industrial or commercially zoned properties. Design of new projects should reduce noise from parking, loading, and refuse storage areas and from heating, ventilation, air conditioning apparatus, and other machinery on nearby residential properties. New equipment, whether mounted on the exterior of the building or located interior to a building, which requires only a building permit, shall also be subject to these requirements. There are no abutting residential uses or residentially zoned properties. However, on-site parking for the project is located below ground and all refuse storage and equipment is also located within the basement. Only HVAC equipment provided on the roof. The proposed HVAC equipment is required to meet the City’s code standards for noise; the City verifies the noise level of planned noise producing equipment through review of equipment specifications at the time of building permit issuance. 18.23.070 Parking The visual impact of parking shall be minimized on adjacent residentially zoned properties or properties with existing residential uses located within nonresidential zones. The project’s parking on-site and off-site parking is located below grade 18.23.080 Vehicular, Pedestrian and Bicycle Site Access The guidelines regarding site access impacts are intended to minimize conflicts between residential vehicular, pedestrian, and bicycle uses and more intensive traffic associated with commercial and industrial districts, and to facilitate pedestrian and bicycle connections through and adjacent to the project site. The site circulation facilitates easy access for all modes of transportation. The project includes short-term and long-term bike parking and does not introduce any new curb cuts that could impact existing or planned bicycle lanes. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 18.23.090 Air Quality The requirements for air quality are intended to buffer residential uses from potential sources of odor and/or toxic air contaminants. No proposed uses on the project site would produce odor or toxic air. The proposed use includes a hotel and continuation of existing ground floor retail uses. These uses are consistent with other commercial uses within the Downtown area. 18.23.100 Hazardous Materials In accordance with Titles 15 and 17 of the Palo Alto Municipal Code, minimize the potential hazards of any use on a development site that will entail the storage, use or handling of hazardous materials (including hazardous wastes) on-site in excess of the exempt quantities prescribed in Health and Safety Code Division 20, Chapter 6.95, and Title 1. The proposed residential use does not include storage of hazardous materials. Finding #2: The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors, and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. The project is consistent with Finding #2 because: The project rehabilitates an existing Category 2 historic structure and converts the existing residential use to a hotel use. The minor modifications to allow for a ground floor lobby retain an internal sense of order that reflects the new use and maintains a desirable environment for occupants, visitors, and the general community. The proposed modifications to accommodate the new use were analyzed by two historic architects and found to be consistent with the Secretary of the Interior’s Standards for the Treatment of Historic Resources. Therefore, the project contributes positively to the historic character of the site in that it rehabilitates the building and allows for its reuse consistent with the historic use of the site. Pursuant to PAMC 18.18.110, the following context-based design considerations and findings are applicable to this project. These context-based design criteria are intended to provide additional standards to be used in the design and evaluation of development in a commercial district. The purpose is to encourage development in a commercial district to be responsible to its context and compatibility with adjacent development as well as to promote the establishment of pedestrian oriented design. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 1. Pedestrian and Bicycle Environment The design of new projects shall promote pedestrian walkability, a bicycle friendly environment, and connectivity through design elements The finding can be made in the affirmative in that the proposed project offers short term bike racks for commercial visitors and well as long-term bike lockers for employees. The project does not propose any new curb cuts. All ground floor retail uses and ground floor storefront access to those uses would be retained. 2. Street Building Facades Street facades shall be designed to provide a strong relationship with the sidewalk and the street (s), to create an environment that supports and encourages pedestrian activity through design elements The finding can be made in the affirmative in that the project retains its pedestrian entry directly off the sidewalk to encourage pedestrians. The project retains all of the pedestrian multi-modal amenities, including street trees, sidewalk space, windows to view in, benches and bicycle racks outside of the site. The balconies above also increase activity and view to the street. 3. Massing and Setbacks Buildings shall be designed to minimize massing and conform to proper setbacks The proposed project is a grandfathered, legal noncomplying building. However, the project would not increase the degree of non-compliance with respect to gross floor area or setbacks. Although the project increases the height of the structure, this increase only applies to the rooftop garden access and is consistent with that allowed in accordance with approval of a Conditional Use Permit, as outlined in the Palo Alto Municipal Code. Existing features of the site, including balconies, help to break up the massing of the building; these features are proposed to remain. 4. Low Density Residential Transitions Where new projects are built abutting existing lower scale residential development, care shall be taken to respect the scale and privacy of neighboring properties The project does not directly abut a lower scale residential development. Therefore, this context- based criterion is not applicable. 5. Project Open Space Private and public open space shall be provided so that it is usable for the residents, visitors, and/or employees of the site The proposed proposes a conditional use permit in order to retain the existing rooftop garden on the property and use that space in accordance with California building code and ADA requirements. The existing building has a zero lot line; therefore, no other open space is provided on site; however, the site is located within the commercial downtown community zone district, which has ample public amenities within the immediate vicinity, including the adjacent public right-of-way. Existing amenities including street trees, benches and existing outdoor seating areas DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT associated with one of the ground floor retail uses are proposed to remain. Therefore, the project is consistent with this criterion. 6. Parking Design Parking shall be accommodated but shall not be allowed to overwhelm the character of the project or detract from the pedestrian environment The finding can be made in the affirmative in that on-site parking has been provided underground to the extent feasible. No other parking is proposed on the project site. In order to meet the code requirements, parking will be provided in-lieu for the Downtown Parking Assessment District or will otherwise be provided through use of off-site parking, as outlined further in the conditions of approval for the project. 7. Large Multi-Acre Sites Large sites (over one acre) shall be designed so that street, block, and building patterns are consistent with those of the surrounding neighborhood This site is less than an acre. Therefore, this context-based criteria is not applicable. 8. Sustainability and Green Building Design Project design and materials to achieve sustainability and green building design should be incorporated into the project The finding can be made in the affirmative in that the building will satisfy the requirements for CALGreen Mandatory in accordance with the City’s Green Building Regulations. This is demonstrated on the GB sheets in the plan set. For these reason the project is consistent with Architectural Review Finding #2. Finding #3: The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project is consistent with Finding #3 because: The project includes minor modifications to an existing historic structure. The project incorporates textures, colors and other details that are compatible with the existing historic nature of the structure and restores the building, enhancing the site and the surrounding area. Therefore, the project is consistent with finding #3. Finding #4: The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amount of open space and integrated signage, if applicable, etc.). The project is consistent with Finding #4 because: DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT The design is functional, allowing for continued pedestrian access to 488 University from University Avenue and continued access to the below-grade parking garage from Cowper. No new curb cuts are proposed. Additional bicycle parking will be provided on site to comply with current code requirements with respect to long-term bicycle storage. Short-term bicycle parking is provided along the project frontage. The project provides for ADA compliant to the existing rooftop open space in order to meet current state and City requirements. Therefore, the project is consistent with Finding #4. Finding #5: The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. The project is consistent with Finding #5 because: The proposed project includes reuse of an existing building for a new hotel use. The proposed project includes minor façade modifications and does not include any planting in front of the building, which is a zero lot line development. All existing plantings within the public right-of-way are proposed to remain. Although no plantings are shown as part of the rooftop plans, planters are shown in the plan sets. Therefore a condition of approval has been added that requires that any proposed planting utilize to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. Finding #6: The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. The project is consistent with Finding #6 because: The finding can be made in the affirmative in that the building will satisfy the requirements for CALGreen Mandatory in accordance with the City’s Green Building Regulations. This is demonstrated on the GB sheets in the plan set. As noted above, any landscaping proposed in the planters would be subject to a condition of approval provided in Section 6, which requires that any proposed planting utilize to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. SECTION 5. PARKING ADJUSTMENT FINDINGS. The proposed parking adjustments are in accord with PAMC Chapter 18.52 and will not create undue impact on existing or potential uses adjoining the site or in the general vicinity. The project includes both on-site and off-site parking. This includes 14 on-site parking spaces (including six tandem and valet parking spaces) and 25 off-site parking spaces (including 14 valet spaces). All other parking spaces would be provided through payment of the in-lieu fee, as is allowed in accordance with PAMC Chapter 18.52 for projects within the Downtown Assessment District. The requested parking adjustment allows for the proposed valet and tandem spaces. The valet parking program shall operate in conformance with the Valet Parking Management plan prepared by All About Parking provided to the City on April 14, 2020 and any amendments approved by the Director of Planning and the Chief Transportation Official, as required in the Conditions of Approval in Section 7 of DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT this Record of Land Use Action. The conditions of approval further require the applicant to provide a parking demand study and to record an agreement for the off-site location. As a result, compliance with the specifications in the approved plan, as modified and reinforced by the conditions of approval would not create undue impact on existing or potential uses adjoining the site or in the general vicinity. SECTION 6. CONDITIONAL USE PERMIT FINDINGS. The proposed use of the rooftop garden and on-site sale of beverages, as conditioned, complies with the Findings for Conditional Use Permit approval, as provided in PAMC Section 18.76.010. 1. The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience. The proposed modifications to accommodate code compliant access to the rooftop garden would not be detrimental or injurious to the property or improvements in the vicinity. The rooftop garden is an existing use at the project site and its continued use would be substantially similar to the existing use. Conditions of approval have been provided in the record of land use action to ensure the general welfare and convenience of adjacent uses. The closest low-density residential use is single-family residences located approximately 180 feet east of the project site along Kipling Avenue. This is more than the 150 feet required in accordance with the municipal code; commercial buildings along the opposite side of University provide a buffer between the proposed project and these residential uses. Minor modifications would allow for amenities associated with the existing rooftop use and ensure access is compliant with the California Building code and other State and City regulations. There are rooftop gardens on multiple surrounding buildings, including 500 University and 525 University, immediately across Cowper and University, respectively. The City has not received any complaints that suggest that the existing rooftop garden at Hotel president, nor rooftop gardens at these other commercial uses, have affected the public health, safety, general welfare or convenience of adjacent properties. The proposed on-site sale of alcohol is consistent with other retail uses within the downtown area and would not be detrimental or injurious to property or improvements in the vicinity. Alcohol would be consumed on site by hotel guests. The bar is located within the building, in the area of the historic Hotel President lobby. Standard conditions have been included in this Record of Land Use Action to ensure that the general welfare and convenience of adjacent uses is maintained, including requirements to limit the hours of use and that restrict the use of amplified music. 2. The proposed use will be located and conducted in a manner in accord with the Palo Alto Comprehensive Plan and the purposes of the Zoning Ordinance. Policy L-2.11 of the City’s Comprehensive Plan Land Use Element encourages new development and redevelopment to incorporate greenery and natural features such as green rooftops, pocket parks, plazas and rain gardens. The proposed modifications would allow for the continued use of an existing rooftop garden for the proposed hotel use. Rooftop gardens are allowed within the zone district. As a grandfathered legal noncomplying facility, the proposed project is subject to regulations set forth in PAMC Section 18.18.060(e)(2), which allows for minor modifications to height and floor area for a legal noncomplying building in the CD-C Zone District, with approval of a Conditional Use Permit, in order to allow for access to amenities associated with a rooftop garden. The applicant proposes DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT minimal improvements through a conditional use permit request in order to allow for the continued use of the rooftop garden space. With approval of the conditional use permit, the proposed project would be consistent with the Palo Alto Municipal Code. In addition, the consumption of on-site alcohol would be consistent with municipal code in that retail and other commercial uses within the CD-C zone district are often allowed to serve alcohol with approval of a CUP. The proposed use would allow hotel guests to have a drink on-site and the bar is located within the building. The consumption of alcohol on-site, associated with the hotel use, would not result in noisy activities that would affect adjacent uses. As noted previously, the nearest adjacent residence is located approximately 180 feet from the project site; there are other commercial developments located between the project site and these residences. Therefore, the proposed sale of on-site alcohol and the proposed revisions to accommodate the continued use of the rooftop garden would be in accord with the Palo Alto Comprehensive Plan and the purposes of the Zoning Ordinance. SECTION 7. CONDITIONS OF APPROVAL FOR ARCHITECTURAL AND HISTORIC REVIEW APPLICATIONS. PLANNING & DEVELOPMENT SERVICES DIVISION 1. CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "Hotel President, 488 University Avenue,” stamped as received by the City on March 3, 2020 and as modified on sheets A100 and A200 stamped as received on March 30, 2020, on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2. BUILDING PERMIT. A building permit is required for this project. 3. BUILDING PERMIT PLAN SET. This Record of Land Use Action shall be printed on the plans submitted for building permit. 4. PROJECT MODIFICATIONS. All modifications to the approved project shall be submitted for review and approval prior to construction. If, during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. 5. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $933,675.42 shall be paid prior to the issuance of the related building permit. In addition, the applicant shall pay parking in-lieu fees for the Downtown Assessment District, estimated in the amount of $8,068,996, prior to the final Planning inspection for the hotel use. 6. IMPACT FEE 90-DAY PROTEST PERIOD. 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, DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 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. 7. NOISE PRODUCING EQUIPMENT. In accordance with PAMC Section 9.10.030, No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane. In accordance with PAMC Section 9.12, no amplified music shall be used for producing sound in or upon any open area, to which the public has access, between the hours of 11:00pm and one hour after sunrise. 8. SIGN APPROVAL NEEDED. No signs are approved at this time. Any proposed signs or revisions to existing signs shall conform to the requirements of Title 16.20 of the Palo Alto Municipal Code (Sign Code) and shall be subject to approval by the Director of Planning. 9. SECRETARY OF THE INTERIOR STANDARDS. The project shall be constructed in compliance with the Secretory of the Interior’s Standards for Rehabilitation as described in the associated Page and Turnbull Memorandum dated May 22, 2019. The ten Secretary of the Interior’s Standards for Rehabilitation shall be printed on one of the initial sheets of the Building Permit Plan Set. 10. REFUSE. All trash areas shall be effectively screened from view and covered and maintained in an orderly state to prevent water from entering into the garbage container. No outdoor storage is allowed/permitted unless designated on the approved plan set. Trash areas shall be maintained in a manner to discourage illegal dumping. 11. OFF-SITE PARKING. In accordance with 18.52.080(d) the applicant proposes 25 parking spaces in an off-site location within the Downtown Assessment District, including 11 standard spaces and 14 valet parking spaces. Prior to building permit issuance, the applicant shall submit a parking demand study for the 330 Everett site showing that use of the existing parking spaces at this property would not impact the parking needs of existing occupants. In addition, the applicant shall demonstrate, to the satisfaction of the Director of Planning and Development Services, that the use of the off-site location is permitted by the zoning for that site. Following submission of the documentation required by this condition and prior to building permit issuance, applicant shall execute an agreement with the property owner for 330 Everett documenting the use of 11 standard parking spaces and 14 valet parking spaces on their property. The City shall be a third-party signatory to the agreement between the two property owners. The parking agreement shall be recorded with the County prior to issuance of a building permit. The applicant shall provide a conformed copy of the recorded agreement to the City. 12. VALET PARKING. In accordance with 18.52.080(a) and (d), the applicant proposes proposal includes DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT a request for a director’s adjustment to allow for 6 on-site valet/tandem spaces and 25 off-site valet spaces through a valet parking program. The valet parking program shall operate in conformance with the Valet Parking Management plan prepared by All About Parking provided to the City on April 14, 2020 and any amendments approved by the Director of Planning and the Chief Transportation Official. This valet parking program shall be updated as appropriate. Valet parking services shall be provided at all times to ensure queuing of cars is kept to a minimum. The Chief Transportation Official shall have the authority to review the parking management plan, make reasonable adjustments, including new conditions, to ensure the valet and remote parking operations are consistent with City parking strategies and determinantal to the general welfare. 13. TDM PROGRAM AND ANNUAL REPORTING REQUIREMENT. The applicant shall abide by the Final Transportation Demand Management (TDM) plan, as modified by the Office of Transportation Conditions of Approval herein. The TDM plan shall include measures and programs to achieve a reduction in single-occupancy vehicle trips to the site by a minimum of 45%, in conformance with the City’s Comprehensive Plan. The TDM plan includes an annual monitoring plan to document mode split and trips to the project site. The TDM annual report shall be submitted to the Chief Transportation Official. Monitoring and reporting requirements may be revised in the future if the minimum reduction is not achieved through the measures and programs initially implemented. Projects that do not achieve the required reduction may be subject to daily penalties as set forth in the City’s fee schedule. 14. TRANSPORTATION MANAGEMENT ASSOCIATION (Palo Alto TMA). The subject site shall participate in the Palo Alto Transportation Management Association (http://www.paloaltotma.org/) or any successor Transportation Management Association/Program that is designed to reduce commute trips to and from the City of Palo Alto. The property owner shall ensure this condition is included in all lease agreements in order to streamline implementation. 15. LANDSCAPING. Any proposed landscaping for the open space shall utilize to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. The applicant shall maintain in healthy condition all landscaping planted on site. 16. HRB SUBCOMMITTEE. Prior to the issuance of building permits, the applicant shall return to the HRB subcommittee for approval of the following items, to the satisfaction of the Director of Planning and Development Services: a. Provide details regarding the proposed new tile on the University Avenue façade b. Provide details regarding the proposed modifications to the sixth floor guard c. Provide color brushouts d. Provide details of the arches of the lobby wall 17. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Claire Raybould at claire.raybould@cityofpaloalto.org to schedule this inspection. 18. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. PUBLIC WORKS ENGINEERING The following Public Works conditions are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc. 19. PUBLIC WORKS STANDARD CONDITIONS: The City’s full-sized Standard Conditions sheet must be included in the plan set. The conditions noted on the sheet shall be adhered to for the full project duration until completion. Copies are available on the Public Works website: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=67175.06&BlobID=66261 20. STORM WATER POLLUTION PREVENTION: The City's full-sized "Pollution Prevention - It's Part of the Plan" sheet must be included in the plan set. The sheet is available here: http://www.cityofpaloalto.org/civicax/filebank/documents/2732. 21. SIDEWALK ENCROACHMENT: Add a note to the building permit plan set that says, “Any work must be done in a manner that is safe for pedestrians using the public sidewalk. The work area must be coned or taped off while still leaving at least 4 feet of sidewalk for pedestrian use. If less than 4 feet of sidewalk is available for pedestrians, the contractor must obtain an encroachment permit from Public Works to close the sidewalk.” 22. ENCROACHMENT PERMIT. An Encroachment permit will be required prior to placement of a valet stand in the public right-of-way. If the valet stand will be placed within private property, a permit will not be required. See link below under Encroachment permit for application, plan requirement and insurance information. http://www.cityofpaloalto.org/gov/depts/pwd/forms_and_permits/default.asp 23. CLEARANCE. There must be a minimum of 10 feet clearance between the valet stand and any obstructions that exist on the sidewalk. These sidewalk obstructions may be tree wells, street lights, permitted news rack facilities, and other immovable facilities that exist on the sidewalk frontage. PUBLIC WORKS UTILITIES DIVISION 24. CONTACT UTILITIES. Applicant must contact Utilities Engineering at 650-566-4500, if there are any changes to the existing electric service size or location to the electric panel and file for any applicable utility permits. PUBLIC WORKS URBAN FORESTRY DIVISION DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 25. TREE PROTECTION. Install Type III Tree protection on trees as per the approved plan set. Show this tree protection on the plan sets submitted for building permit. The owner and contractor shall implement all protection and inspection schedule measures, design recommendations and construction scheduling as stated in the TPR & Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. 26. TREE DAMAGE. During construction, ensure that street tree foliage canopy and branching structure is clear from contact by equipment, materials, or activities related to the exterior improvements as outlined in the project description. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20-2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 27. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. 28. TREE PROTECTION VERIFICATION. Prior to any site work verification from the contractor that the required protective fencing is in place shall be submitted to the Urban Forestry Section. The fencing shall contain required warning sign and remain in place until final inspection of the project. 29. EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air-spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. FIRE DEPARTMENT 30. Exterior fire escape shall be verified to be in working condition prior to occupancy. BUILDING DEPARTMENT 31. CALIFORNIA BUILDING CODE. The Building application shall be based on the 2019 California Building Standards Codes as amended by the City of Palo Alto. 32. SOI STANDARDS MEMORANDUM. Submit the Page and Turnbull Analysis of the project’s consistency with the Secretary of the Interior Standards for the Treatment of Historic Resources, dated May 22, 2019, as part of the building permit submittal. 33. STUCTURAL CALCULATIONS. Submit structural calculations for the new elevator, seismic retrofit, DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT and other structural work part of this project. A complex seismic system with new footing/foundation may trigger a soil report or a foundation recommendation from a Geotechnical Engineer. 34. ACCESSIBILITY. A full accessibility review will be conducted at time of building permit. 35. VALET PARKING. Valet parking may require accessible parking spots and will be confirmed at time of building permit. If required, the property owner shall make up for an lost parking spaces through payment of the City’s in-lieu parking fee. 36. ROOFTOP OPEN SPACE. Building and Fire will provide further review of the rooftop open space based on the proposed use/occupancy identified in the plans submitted for building permit. Revisions may be required for compliance with applicable regulations. UTILITILES- WATER, GAS, WASTEWATER 37. UTILITY SERVICE CONNECTION. The applicant shall submit a completed water-gas-wastewater service connection application - loadsheet for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, fire system load in gpm, and sewer in fixture units/g.p.d.). The applicant shall provide the new total loads. 38. UTILITY IMPROVEMENT PLANS. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. Plans for new wastewater lateral need to include new wastewater pipe profiles showing existing potentially conflicting utilities especially storm drain pipes electric and communication duct banks. Existing duct banks need to be daylighted by potholing to the bottom of the ductbank to verify cross section prior to plan approval and starting lateral installation. Plans for new storm drain mains and laterals need to include profiles showing existing potential conflicts with sewer, water and gas. 39. UTILITY UPGRADES. The applicant shall be responsible for upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 40. SERVICE. The gas service, meters, and meter location must meet WGW standards and requirements. 41. SEPARATION OF UTILITIES. Installations parallel to new or existing WGW utilities to remain shall maintain 5ft minimum separation, unless specified otherwise by WGW Engineering . Crossings shall maintain minimum of one foot clear of any obstruction to WGW utilities. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 42. RPPA. An approved reduced pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter within 5 feet of the property line. RPPA’s for domestic service shall be lead free. Show the location of the RPPA on the plans with required drainage. 43. RPDA. An approved reduced pressure detector assembly is required for the new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. Reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within 5’ of the property line. Show the location of the reduced pressure detector assembly on the plans with required drainage. 44. FEES. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the upgrade or relocation. 45. METERS. Each unit or place of business shall have its own water and gas meter shown on the plans. Each parcel shall have its own water service, gas service and sewer lateral connection shown on the plans. 46. ABANDONMENT. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW utilities procedures. 47. HORIZONTAL SEPARATION. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain 1’ horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. 48. SEPARATION FROM TREES. Trees may not be planted within 10 feet of existing water, gas or wastewater mains/services or meters; lesser distances require a permanent impermeable root- barrier a minimum of 3ft horizontal from water, gas and wastewater services/mains/meters . 49. STANDARDS. All utility installations shall be in accordance with the City of Palo Alto current utility standards for water, gas & wastewater. TRANSPORTATION 50. PARKING MANAGEMENT. Prior to building permit approval the applicant shall provide documentation as a part of this application or a new application that the 330 Everett Ave site has 25 DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT additional parking spaces available to share with the 488 University Ave site. The 25 additional parking spaces shall be shared only with 488 University Ave, not with another property. 51. TRANSPORTATION DEMAND MANAGEMENT (TDM) PLAN. Prior to approval of a building permit or use and occupancy permit, the applicant shall update the draft TDM plan to include the following: a. A description/purpose for the need of a TDM plan for the project. b. The net projected trip generation estimates and trip reduction targets in the TDM plan. c. The TDM plan shall describe a methodology for the development of the TDM monitoring report and include a timeline for reporting to the city. d. Specify the percentage of the trips that would be reduced by implementing a TDM plan as per the Comp. plan. e. The final TDM agreement between TMA and the project shall be included in the TDM plan. 52. WARNING SIGN. A flashing warning sign shall be provided at the driveway exit to caution pedestrians about exiting vehicles. 53. BICYCLE PARKING. The applicant shall provide ten (10) short term bicycle parking spaces on the adjacent public right of way, subject to the approval of the Chief Transportation Official. The existing City bicycle racks adjacent to the site shall be removed in good condition and the applicant shall pay the City for the expense of relocating this existing equipment. SECTION 8. CONDITIONS OF APPROVAL FOR CONDITIONAL USE PERMIT In addition to the architectural and historic review conditions outlined in Section 7, the following conditions of approval shall be required for the rooftop deck and for the on-site sale of alcohol: 54. PERMITTED HOURS. Use of the rooftop open space shall be limited to 6:00AM to 11:00PM Monday through Sunday. 55. AMPLIFIED MUSIC. Amplified music shall be prohibited on the rooftop open space. 56. CODE COMPLIANCE. The current and proposed uses shall be comply with all applicable City codes, including Titles 9 (Public Peace, Moral and Safety) and 15 (Uniform Fire Code) of the Palo Alto Municipal Code and Titles 4 (Alcoholic Beverage Business regulations) and 19 (Public Safety) of the State of California Administrative Code. 57. NUISANCES AND NOISE. The business shall be operated in a manner to protect any nearby properties from excessive noise, odors, or other nuisances from any sources during the business hours. Noise levels emanating from the proposed use shall not exceed the maximum level established in the PAMC Chapter 9.10. 58. ROOFTOP USE. Use of the rooftop shall be limited to hotel guests. 59. LIGHTING. All exterior lighting associated with the rooftop open space shall be oriented downward and away from City rights of way and adjacent properties. Light filaments and bulbs shall not be visible at the property line in order to prevent glare. DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT 60. ABC PERMIT. The applicant shall obtain any permits required from the Department of Alcohol and Beverage Control (ABC) prior to service of alcohol at Hotel President and shall comply with the provisions of any such permit. 61. AGREEMENT. The consumption of alcoholic beverages under this use permit shall be deemed an agreement on the part of the applicant, their heirs, successors, and assigns to comply with all terms and conditions of this Conditional Use Permit. 62. BUILDING PERMIT PLAN SET. The approval letter including all Department conditions of approval for the project shall be printed on the plans submitted for building permit. 63. INTENSIFICATION OF USE. Any intensification of use shall require an amendment to the conditional use permit and any other entitlements as specified in the Palo Alto Municipal Code. 64. COMPLIANCE WITH CONDITIONS OF APPROVAL. The applicant shall at all times be in compliance with the conditions of approval and documentation describing the rooftop open space operation as well as the on-site sale of alcohol. If operations result in unanticipated impacts that negatively impact the health, safety, convenience, or general welfare, the Director of Planning and Community Environment may impose additional conditions to mitigate those impacts. Any changes by the Director to this approval or imposition of new or modified conditions shall be in writing and subject to the city’s appeal procedures for conditional use permits. 65. REVOCATION OR MODIFICATION OF APPROVALS. The director may issue a notice of noncompliance for any failure to comply with any condition of this permit approval, or when a use conducted pursuant to a conditional use permit is being conducted in a manner detrimental to the public health, safety and welfare. 66. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. SECTION 9. TERMS OF APPROVAL. Architectural and Historic Review Approval. The project approval shall be valid for a period of two years. In the event a building permit(s), if applicable, is not secured for the project and construction commenced within the time limit specified above, the Architectural Review approval shall expire and be of no further force or effect. Application for a one-year extension of this entitlement may be made prior to the expiration. Conditional Use Permit Approval. The project approval shall be valid for a period of two years. In the event a building permit(s), if applicable, is not secured for the project and construction commenced within the time limit specified above, the Architectural Review approval shall expire and be of no further force or effect. Application for a one-year extension of this DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C **NOT YET APPROVED** DRAFT entitlement may be made prior to the expiration. If the use(s) authorized by a use permit or approval is discontinued for a period of twelve months or more, the permit or approval will no longer be in effect. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Senior Assistant City Attorney Director Planning and Development Services DocuSign Envelope ID: F4409396-09AF-4C27-925A-5BEC7010424C City of Palo Alto (ID # 11451) City Council Staff Report Report Type: Action Items Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Approval of Amended CAO Employment Agreements Title: Approval of Special Amendments to the Employment Agreements Between the City of Palo Alto and Council Appointed Officers Specifically the City Attorney and the City Manager From: City Manager Lead Department: Human Resources Recommended Motion Staff recommends that Council consider the following motion: Approve and Authorize the Mayor to execute the following contract amendments for Council Appointed Officers: 1. Amendment No. Eight to employment agreement between the City of Palo Alto and Molly S. Stump; 2. Amendment No. Two to employment agreement between the City of Palo Alto and Ed Shikada. Background The City Council has directed staff through the budget process to seek expense reductions throughout the City. As presented to the City Council during the budget hearings, both City Manager Shikada and City Attorney Stump have proposed amending their employment agreements to reduce costs on the City. These actions align with the City’s overall labor strategy which requested employee groups to contribute portions of their compensation to help fill our revenue shortfall. In addressing the COVID-19 global pandemic both the City Manager and the City Attorney proposed taking reductions equal to and well beyond that of any employee group of the City. Discussion These amendments capture and allow for the following reductions in compensation during the 2021 fiscal year: 1. 10% Salary Reduction through furloughs (up to 26 furlough days) 2. No base cost of living salary increases 3. One-year freeze on any performance-based salary increases City of Palo Alto Page 2 4.Reduction of $1,250 in Excess Management Benefit 5.Leave Sharing bank for impacted low-income employees (CM Only) We are in unprecedented times as we deal with the COVID-19 global health crisis. Its impact on our local economy was felt hard and fast, resulting in precipitous drops in the City’s revenue sources. City leadership took steps early to announce they would lead the organization by taking cuts to their own salaries in advance of agreement from any other groups. Resource Impact These amended agreements will generate cost savings in FY 2021 of approximately $106,000. The FY 2021 budget already takes into account these amendments. The City Manager’s donation of 100 hours towards th Leave Sharing Bank is valued at $17,000 and is not accounted for as a budget reduction because other employees will be able to utilize these hours. Attachments: •Amendment No Two to Shikada Employment Agt 6.22.20 •Amendment No Eight to Stump Employment Agt •Previous CAO Employment Agreements - Staff Report ID # 10925 (Click to view) 1 AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND Edward Shikada This AMENDMENT NO. TWO to the EMPLOYMENT AGREEMENT(“Agreement”) is entered into on June 22, 2020 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and Edward Shikada (“Shikada”), an individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA. R E C I T A L S: WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Edward Shikada., attached hereto and incorporated herein as Exhibit “A” was entered between the parties for the services of City Manager on or about September 18, 2018; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered between the parties on or about December 16, 2019; and WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 4.1 of the Agreement, Initial Compensation, is hereby amended to read as follows: 4.1. Initial Compensation. Commencing on and continuing from the Employment Start Date, Shikada will receive an initial base annual salary of Three Hundred Fifty-Six Thousand Dollars ($356,000), prorated and paid on City's normal paydays. For the purposes of addressing the City’s financial hardships related to the global pandemic of COVID-19, the City Manager has agreed to take a 10% salary reduction in the form of unpaid furlough days (26 days, 208 hours) between July 1, 2020 and June 30, 2021. Up to 5% of the salary reduction (up to 13 furlough days, 104 hours) may be offset using paid leave such as vacation or management annual leave. Shikada has also agreed not to seek nor accept any performance or cost of living increase through June 30, 2021. The City Manager is further authorized to establish and administer a leave sharing program, within which Shikada shall donate up to 5% of his salary (100 hours) to the extent usable to lessen the burden of compensation reductions on the City’s lowest paid employees. SECTION 2. Section 5 of the agreement, Regular Benefits and Allowances is hereby amended to 2 read as follows: 5. Regular Benefits and Allowances. Except as otherwise provided in this Agreement, Shikada will be eligible for, and shall receive, all regular benefits (e.g., health insurance, CalPERS contributions paid by City) and vacation, sick leave, and management leave as are generally set forth in the Compensation Plan for Management and Professional Personnel and Council Appointees, as it may be amended or updated from time-to-time by the City Council. Shikada shall comply with all rules and procedures and shall make any and all employee contributions (such as employee contributions towards the City's CalPERS contribution) set forth in the Compensation Plan for Management and Professional Personnel and Council Appointees. For the purposes of addressing the City’s financial hardships related to the global pandemic of COVID-19, the City Manager has agreed to reduce his excess management benefit of $2,500 as outlined in the Management and Professional compensation plan to $1,250 for the 2021 calendar year. SECTION 3. 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 have by their duly authorized representatives executed this Amendment on the date first above written. Attest: City of Palo Alto Approved as to form: Edward Shikada Attachments: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EDWARD SHIKADA AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EDWARD SHIKADA 1 AMENDMENT NO. EIGHT TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP This AMENDMENT NO. Eight to the EMPLOYMENT AGREEMENT(“Agreement”) is entered into on June 22, 2020 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and MOLLY S. STUMP (“Stump”), an individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA. R E C I T A L S: WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Molly S. Stump., attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Attorney on or about April 18, 2011; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered into between the parties on or about March 24, 2014; and WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered into between the parties on or about December 8, 2014. WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered into between the parties on or about February 1, 2016. WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered into between the parties on or about December 12, 2016. WHEREAS, AMENDMENT NO. FIVE to the Agreement, attached hereto and incorporated herein as Exhibit “F” was entered into between the parties on or about November 6, 2017. WHEREAS, AMENDMENT NO. SIX to the Agreement, attached hereto and incorporated herein as Exhibit “G” was entered into between the parties on or about December 17, 2018. WHEREAS, AMMENDMENT NO. SEVEN to the Agreement, attached hereto and incorporated herein as exhibit “H” was entered into between the parties on or about December 17, 2019. WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended to read as follows: 2 Commencing on and continuing from the pay period including July 1, 2019, Stump’s annual base salary shall remain atbe increased to Three Hundred Thirteen Thousand Four Hundred and Fourteen and No/100 Dollars ($$313,414), prorated and paid on City’s regular paydays. Stump shall be an exempt employee under applicable wage and hour law and her base salary shall be compensation for all hours worked. City agrees that the amount of Stump's base annual salary shall not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (which includes all Council Appointed Officers). For the purposes of addressing the City’s financial hardships related to the global pandemic of COVID-19, Stump is authorized to take up to a 10% salary reduction in the form of unpaid furlough days (up to 26 furlough days, 208 hours) between July 1, 2020 and June 30, 2021. Up to 5% of the salary reduction (up to 13 furlough days, 104 hours) may be offset using paid leave such as vacation or management annual leave. SECTION 2. 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 have by their duly authorized representatives executed this Amendment on the date first above written. Attest: City of Palo Alto Approved as to form: Molly S Stump Attachments: EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT D: AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT E: AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP 3 EXHIBIT F: AMENDMENT NO. FIVE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT G: AMENDMENT NO. SIX TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT H: AMENDMENT NO. SEVEN TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP 1 of 1 TO: HONORABLE CITY COUNCIL FROM: SANDRA BLANCH, ASSISTANT DIRECTOR HUMAN RESOURCES DATE: JUNE 22, 2020 SUBJECT: ITEM #34 – APPROVAL OF SPECIAL AMENDMENTS TO EMPLOYMENT AGREEMENTS BETWEEN THE CITY OF PALO ALTO AND COUNCIL APPOINTED OFFICERS, SPECIFICALLY THE CITY ATTORNEY AND CITY MANAGER An error was found in one attachment to this staff report. Amendment No Eight to Stump employment agreement was the inaccurate version. Attached is the appropriate version for discussion and adoption by Council. _______________________ _________________________ Sandra Blanch Ed Shikada Assistant Director City Manager Human Resources DocuSign Envelope ID: ED81EC7C-9195-4BE0-A909-CAB04D07BEB0 1 AMENDMENT NO. EIGHT TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP This AMENDMENT NO. Eight to the EMPLOYMENT AGREEMENT(“Agreement”) is entered into on June 22, 2020 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and MOLLY S. STUMP (“Stump”), an individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA. R E C I T A L S: WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Molly S. Stump., attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Attorney on or about April 18, 2011; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered into between the parties on or about March 24, 2014; and WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered into between the parties on or about December 8, 2014. WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered into between the parties on or about February 1, 2016. WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered into between the parties on or about December 12, 2016. WHEREAS, AMENDMENT NO. FIVE to the Agreement, attached hereto and incorporated herein as Exhibit “F” was entered into between the parties on or about November 6, 2017. WHEREAS, AMENDMENT NO. SIX to the Agreement, attached hereto and incorporated herein as Exhibit “G” was entered into between the parties on or about December 17, 2018. WHEREAS, AMMENDMENT NO. SEVEN to the Agreement, attached hereto and incorporated herein as exhibit “H” was entered into between the parties on or about December 17, 2019. WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and 2 provisions of this Amendment, the parties agree: SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended to read as follows: Commencing on and continuing from the pay period including July 1, 2019, Stump’s annual base salary shall remain atbe increased to Three Hundred Thirteen Thousand Four Hundred and Fourteen and No/100 Dollars ($$313,414), prorated and paid on City’s regular paydays. Stump shall be an exempt employee under applicable wage and hour law and her base salary shall be compensation for all hours worked. City agrees that the amount of Stump's base annual salary shall not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (which includes all Council Appointed Officers). For the purposes of addressing the City’s financial hardships related to the global pandemic of COVID-19, Stump has agreed to take a 10% salary reduction in the form of unpaid furlough days (up to 26 furlough days, 208 hours) between July 1, 2020 and June 30, 2021. Up to 5% of the salary reduction (up to 13 furlough days, 104 hours) may be offset using paid leave such as vacation or management annual leave. Stump has also agreed not to seek nor accept any performance or cost of living increase through June 30, 2021 SECTION 2. Section 4 of the agreement Regular Benefits and Allowance is hereby amended to read as follows: 4. Regular Benefits and Allowances. Except as otherwise provided in this Agreement, Stump will be eligible for, and shall receive, all regular benefits (i.e., health insurance, PERS contribution paid by City, etc.) and vacation, sick leave, and management leave as are generally provided to management employees pursuant to the City Council-approved. For the purposes of addressing the City’s financial hardships related to the global pandemic of COVID-19, the City Attorney has agreed to reduce her excess management benefit of $2,500 as outlined in the Management and Professional compensation plan to $1,250 for the 2021 calendar year. SECTION 3. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 3 IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. Attest: City of Palo Alto Approved as to form: Molly S Stump Attachments: EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT D: AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT E: AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT F: AMENDMENT NO. FIVE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT G: AMENDMENT NO. SIX TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP EXHIBIT H: AMENDMENT NO. SEVEN TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP City of Palo Alto (ID # 11220) City Council Staff Report Report Type: Informational Report Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Sales Tax Digest Summary 2019 Q3 and Q4 (Calendar) Title: City of Palo Alto Sales Tax Digest Summary for the Third and Fourth (Calendar) Quarters of 2019 (July - December 2019) From: City Manager Lead Department: Administrative Services Informational Summary The City received $8.6 million for the third quarter (calendar year, July to September 2019) sales which is 1.2 million (12 percent) lower than the same quarter in 2018. The following files, compiled by the City’s sales tax consultant, MuniServices/Avenu, are attached for this informational report for which no action is required. The City received $9.8 million for the fourth quarter (calendar year, October to December 2019) sales which is $66 thousand (0.7 percent) lower than the same quarter in 2018. The following files, compiled by the City’s sales tax consultant, MuniServices/Avenu, are attached for this informational report for which no action is required. Attachments: • Attachment A: Avenu Q3 Sales Tax Digest Summary • Attachment B: Avenu Q4 Sales Tax Digest Summary • Attachment C: Economic Categories and Segments • Attachment D: Avenu Economic News and Trends Report City of Palo Alto Sales Tax Digest Summary Collections through December 2019 Sales through September 2019 (2019Q3) www.avenuinsights.com (800) 800-8181 Page 1 % of Total / % Change City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 29.9/ 0.7 28.2 / 2.4 25.6 / 0.9 27.5 / 4.5 28.8 / 1.6 28.2 / 2.4 28.2 / 7.4 30.1 / 6.6 28.7 / -1.9 Food Products 16.7 / 1.2 23.3 / 4.0 24.9 / 5.3 18.1 / 2.5 17.7 / 5.4 23.3 / 4 19.1 / 7.3 17.3 / -6.5 37 / 8.2 Construction 1.1 / -5.6 8.2 / -9.4 8.7 / -8.3 10.8 / -10.8 10.2 / -7.6 8.2 / -9.4 9.2 / -7 15.9 / -5.7 6.4 / -8.2 Business to Business 28.4 / 21.3 12.8 / -7.6 15.8 / -8 12.1 / -0.7 13.9 / 10.7 12.8 / -7.6 12.4 / -10.4 6.5 / -7.1 3.6 / -16.5 Misc/Other 23.9 / -7.0 0.9 / -15.3 1 / -7.5 0.9 / -12.2 0.7 / -30.1 0.9 / -15.3 1.3 / -6.7 0.4 / -32.2 0.5 / -19 Total 100.0 /6.2 100.0 / -0.6 100 / -2 100 / 2.4 100 / 1.8 100 / -0.6 100 / 0.7 100 / -4.3 100 / -0.2 City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Auto Sales - New Restaurants Restaurants Auto Sales - New Department Stores Restaurants Restaurants Auto Sales - New Restaurants % of Total / % Change 18.7 / 10.0 17.4 / 6.0 18.6 / 7.4 12.8 / 3.8 13.0 / 7.0 19.6 / 7.0 12.7 / 9.0 13.7 / -1.8 27.3 / 10.7 2nd Largest Segment Restaurants Auto Sales - New Auto Sales - New Restaurants Restaurants Auto Sales - New Auto Sales - New Department Stores Auto Sales - New % of Total / % Change 14.7 / 1.9 12.6 / 3.0 12.5 / -1.4 12.7 / 7.8 12.0 / 9.5 12.8 / 7.5 12.2 / 4.9 12.4 / 16.5 11.4 / 0.3 3rd Largest Segment Office Equipment Department Stores Department Stores Department Stores Auto Sales - New Department Stores Department Stores Restaurants Miscellaneous Retail Stores % of Total / % Change 10.8 / 107.8 9.6 / 4.2 7.6 / 2.8 11.0 / 10.0 12.0 / 5.3 9.3 / 5.1 11.0 / 10.2 10.7 / -4.6 10.2 / 2.0 *** Not specified to maintain confidentiality of tax information CITY OF PALO ALTO BENCHMARK YEAR 2019Q3 COMPARED TO BENCHMARK YEAR 2018Q3 ECONOMIC CATEGORY ANALYSIS FOR YEAR ENDED 3rd Quarter 2019 ECONOMIC SEGMENT ANALYSIS FOR YEAR ENDED 3rd Quarter 2019 California Overview The percent change in cash receipts from the prior year was 6.9% statewide, 6.4% in Northern California and 6.9% in Southern California. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. When we adjust for non-period related payments, we determine the overall business activity decreased for the year ended 3rd Quarter 2019 by -.6% statewide, -.5% in Southern California and -.7% in Northern California. City of Palo Alto For the year ended 3rd Quarter 2019, sales tax cash receipts for the City iIncreased by 9.2% from the prior year. On a quarterly basis, sales tax revenues decreased by -12.0% from 3rd Quarter 2018 to 3rd Quarter 2019. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. Excluding state and county pools and adjusting for anomalies (payments for prior periods) and late payments, local sales tax increased by 8.3% for the year ended 3rd Quarter 2019 from the prior year. On a quarterly basis, sales tax activity increased by 6.2% in 3rd Quarter 2019 compared to 3rd Quarter 2018. Regional Overview This seven-region comparison includes estimated payments and excludes net pools and adjustments. City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 2 Auto Sales -New 18.7% Restaurants 14.7% Office Equipment 10.8% Leasing 8.9%Apparel Stores 6.7%Department Stores 6.3% All Other 33.8% Net Pools & Adjustments 20.0% Gross Historical Sales Tax Performance by Benchmark Year and Quarter (Before Adjustments) $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 Quarterly Benchmark Year Net Cash Receipts for Benchmark Year 3rd Quarter 2019: $34,927,001 *Benchmark year (BMY) is the sum of the current and 3 previous quarters (2019Q3 BMY is sum of 2019 Q3, Q2, Q1, and 2018 Q4) City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 3 Anderson Honda Louis Vuitton Stanford Outpatient Clinic Pharmacy Apple Stores Lucile Packard Children's Hosp Tencent Audi Palo Alto Macy's Department Store Tesla Bloomingdale's Magnussen's Toyota Of Palo Alto Tesla Lease Trust Bon Appetit Management Co.Mclaren San Francisco Tiffany & Company Hermes Neiman Marcus Department Store Urban Outfitters Houzz Shop Nordstrom Department Store Varian Medical Systems Hp Enterprise Services Shell Service Stations Volvo Cars Palo Alto Integrated Archive Systems TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies Palo Alto’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents the year ended 3rd Quarter 2019. The Top 25 Sales/Use Tax contributors generate 56.0% of Palo Alto’s total sales and use tax revenue. Sales Tax from Largest Non-Confidential Economic Segments $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 $5,000,000 Benchmark Year 2019Q3 Benchmark Year 2018Q3 City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 4 Economic Category % 2019Q3 2019Q2 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 2017Q1 Business To Business 21.4%1,834,999 2,047,219 2,198,385 2,428,644 1,937,139 1,965,691 1,851,152 2,635,136 1,860,347 1,952,490 1,684,023 General Retail 27.9%2,385,380 1,981,968 1,843,013 2,567,368 2,195,807 1,629,266 1,516,808 1,881,732 1,602,213 1,301,138 1,392,756 Misc/Other 17.7%1,514,298 1,776,358 1,304,318 1,213,676 1,187,765 1,237,941 1,183,895 1,206,578 1,184,645 1,189,257 1,192,662 Food Products 14.1%1,203,629 1,252,840 1,160,612 1,877,247 2,260,007 1,789,526 1,639,073 1,569,619 1,448,336 1,284,056 1,240,962 Net Pools & Adjustments 18.9%1,619,094 1,876,055 1,214,253 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,210,511 1,631,125 Total 100.0%8,557,399 8,746,661 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 7,141,528 Economic Segments % 2019Q3 2019Q2 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 2017Q1 Miscellaneous/Other 48.4%4,138,457 4,251,453 3,891,665 4,881,849 4,854,095 3,747,045 3,373,907 3,791,527 3,233,434 2,986,873 2,910,133 Restaurants 12.5%1,069,628 1,035,216 1,045,521 1,066,578 1,060,546 1,124,991 1,045,496 1,054,073 1,049,565 1,058,606 1,043,747 Apparel Stores 5.5%469,248 404,627 408,968 405,979 361,406 439,601 412,952 701,369 419,279 452,135 435,757 Department Stores 5.0%431,717 356,943 356,943 599,795 475,142 495,267 471,419 642,666 458,066 510,561 392,565 Miscellaneous Retail 4.3%366,010 324,279 326,994 596,192 448,510 451,110 390,780 585,892 440,005 449,402 372,033 Business Services 1.5%124,310 198,913 181,454 173,916 148,751 154,446 163,072 148,906 147,499 159,371 119,552 Service Stations 2.1%175,608 159,032 159,032 110,015 98,072 97,870 117,783 128,671 117,256 112,566 131,676 Food Markets 1.2%104,014 105,601 95,783 175,994 43,961 57,433 155,193 157,861 173,439 75,722 43,548 Recreation Products 0.7%59,312 34,543 34,543 76,617 90,235 54,661 60,326 82,100 56,998 76,514 61,392 Net Pools & Adjustments 18.9%1,619,094 1,876,055 1,214,253 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,055,702 1,631,125 Total 100.0%8,557,399 8,746,661 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 7,141,528 Historical Analysis by Calendar Quarter *Net Pools & Adjustments reconcile economic performance to periods’ net cash receipts. The historical amounts by calendar quarter: (1) include any prior period adjustments and payments in the appropriate category/segment and (2) exclude businesses no longer active in the current period. City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 5 Ge n e r a l R e t a i l Fo o d P r o d u c t s Co n s t r u c t i o n Bu s i n e s s t o B u s i n e s s Mi s c / O t h e r 20 1 9 / 3 T o t a l 20 1 8 / 3 T o t a l % C h g La r g e s t G a i n Se c o n d L a r g e s t Ga i n La r g e s t D e c l i n e Se c o n d L a r g e s t De c l i n e Campbell -10.4%12.1%12.2%-2.3%-5.9%2,488,649 2,463,904 1.0%Restaurants Bldg.Matls-Retail Furniture/Appliance Recreation Products Cupertino -3.3%-1.0%2.0%-1.7%-9.2%7,539,132 7,680,609 -1.8%Office Equipment Electronic Equipment I.T. Infrastructure Heavy Industry Gilroy -3.2%3.2%6.9%-12.5%8.9%4,214,990 4,143,486 1.7%Auto Sales - New Service Stations Apparel Stores Light Industry Los Altos -8.2%-0.2%6.8%-40.8%-4.9%575,015 607,507 -5.3%Food Markets Bldg.Matls-Whsle Electronic Equipment Miscellaneous Retail Los Gatos 1.0%-0.2%-15.4%11.8%-13.9%1,503,070 1,573,430 -4.5%Light Industry Office Equipment Miscellaneous Other Auto Parts/Repair Milpitas -1.5%1.9%12.6%3.4%-2.8%5,488,712 5,376,439 2.1%Office Equipment Bldg.Matls-Whsle Heavy Industry I.T. Infrastructure Morgan Hill 2.4%1.7%6.9%-9.3%-19.3%2,066,704 2,249,043 -8.1%Light Industry Bldg.Matls-Whsle Electronic Equipment Auto Sales - New Mountain View -2.5%11.8%-9.7%21.6%6.5%4,622,158 4,256,454 8.6%Business Services Restaurants Heavy Industry Auto Sales - New Palo Alto 14.4%0.4%-35.0%38.9%-31.7%7,065,264 6,921,624 2.1%Drug Stores Office Equipment Leasing Light Industry San Jose -2.7%1.5%-4.4%-4.0%-6.6%40,923,614 42,650,753 -4.0%I.T. Infrastructure Light Industry Auto Sales - New Green Energy Santa Clara -3.6%12.1%21.2%-12.6%-12.4%12,082,862 12,697,235 -4.8%Electronic Equipment Bldg.Matls-Whsle Light Industry Office Equipment County of Santa Clara 4.8%10.1%11.6%-32.4%-9.4%1,239,325 1,272,707 -2.6%Food Processing Eqp Bldg.Matls-Whsle Business Services Office Equipment Saratoga 10.4%4.0%63.9%153.6%13.7%255,558 227,007 12.6%Office Equipment Service Stations Business Services Miscellaneous Other Sunnyvale 0.9%5.1%-16.5%-24.3%-19.4%5,866,149 6,789,773 -13.6%Restaurants Department Stores Auto Sales - New Office Equipment Quarterly Analysis by Economic Category, Total and Segments: Change from 2018Q3 to 2019Q3 City of Palo Alto Sales Tax Digest Summary Collections through March 2020 Sales through December 2019 (2019Q4) www.avenuinsights.com (800) 800-8181 Page 1 % of Total / % Change City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 30.6/ 4.0 28.9 / 0.2 26.9 / -0.1 28.1 / 3.7 29.8 / 1.2 29.7 / -0.8 29.1 / 3.1 31.2 / 4.5 29.1 / -4.7 Food Products 17.0 / 0.9 23.2 / 1.8 24.6 / 2.1 18.5 / 2.8 17.7 / 3.3 24.9 / 1.0 19.7 / 4.0 17.4 / -0.5 35.6 / 4.2 Construction 0.9 / -24.5 9.4 / -11.4 9.6 / -10.9 11.6 / -8.7 11.3 / -9.3 8.3 / -13.3 10.2 / -8.5 15.5 / -1.0 8.1 / -13.7 Business to Business 29.6 / 18.7 12.5 / -5.2 14.8 / -6.3 11.4 / 2.4 13.5 / 6.6 11.7 / -6.4 11.9 / -8.1 7.3 / -1.7 3.7 / -5.1 Misc/Other 21.8 / -15.4 26.1 / -1.3 24.0 / -5.5 30.4 / 1.5 27.8 / 2.1 25.4 / -0.7 29.0 / 0.8 28.6 / -3.7 23.4 / -2.3 Total 100.0 /1.7 100 / -1.7 100.0 / -3.0 100.0 / 1.1 100.0 / 1.2 100.0 / -2.2 100.0 / -0.1 100.0 / -0.1 100 / -2.0 City of Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Auto Sales - New Restaurants Restaurants Restaurants Department Stores Restaurants Restaurants Department Stores Restaurants % of Total / % Change 17.0 / -14.0 17.0 / 4.3 18.2 / 4.0 12.9 / 5.9 13.6 / 3.7 18.9 / 3.8 13 / 6.2 13.2 / 9.2 25.9 / 8.3 2nd Largest Segment Restaurants Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Auto Sales - New Department Stores Auto Sales - New Auto Sales - New % of Total / % Change 15.0 / 1.8 11.9 / -1.5 12.1 / -10.3 12.2 / -0.5 12.0 / 6.7 12.1 / 1.8 11.4 / 7.1 12.0 / 3.1 11.6 / -2.0 3rd Largest Segment Office Equipment Department Stores Department Stores Department Stores Auto Sales - New Department Stores Auto Sales - New Restaurants Miscellaneous Retail Stores % of Total / % Change 11.5 / 79.6 9.9 / 2.3 7.9 / -0.7 11.6 / 6.2 11.1 / 2.6 9.5 / 1.5 11.1 / 2.1 10.7 / -0.7 10.2 / -4.3 *** Not specified to maintain confidentiality of tax information CITY OF PALO ALTO BENCHMARK YEAR 2019Q4 COMPARED TO BENCHMARK YEAR 2018Q4 ECONOMIC CATEGORY ANALYSIS FOR YEAR ENDED 4th Quarter 2019 ECONOMIC SEGMENT ANALYSIS FOR YEAR ENDED 4th Quarter 2019 California Overview The percent change in cash receipts from the prior year was 6.5% statewide, 6.4% in Northern California and 6.7% in Southern California. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. When we adjust for non-period related payments, we determine the overall business activity decreased for the year ended 4th Quarter 2019 by -1.7% statewide, -2.0% in Southern California and -1.4% in Northern California. City of Palo Alto For the year ended 4th Quarter 2019, sales tax cash receipts for the City Increased by 4.2% from the prior year. On a quarterly basis, sales tax revenues decreased by -2.5% from 4th Quarter 2018 to 4th Quarter 2019. The period’s cash receipts include tax from business activity during the period, payments for prior periods and other cash adjustments. Excluding state and county pools and adjusting for anomalies (payments for prior periods) and late payments, local sales tax increased by 1.7% for the year ended 4th Quarter 2019 from the prior year. On a quarterly basis, sales tax activity decreased by 4.8% in 4th Quarter 2019 compared to 4th Quarter 2018. Regional Overview This seven-region comparison includes estimated payments and excludes net pools and adjustments. City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 2 Auto Sales -New 17.0% Restaurants 15.0% Office Equipment 11.5% Leasing 9.9% Apparel Stores 6.6%Department Stores 6.2% All Other 33.7% Net Pools & Adjustments 21.2% $- $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 Quarterly Benchmark Year Gross Historical Sales Tax Performance by Benchmark Year and Quarter (Before Adjustments) Net Cash Receipts for Benchmark Year 4th Quarter 2019: $34,861,123 *Benchmark year (BMY) is the sum of the current and 3 previous quarters (2019Q4 BMY is sum of 2019 Q4, 2019 Q3, 2019 Q2, 2019 Q1) City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 3 Anderson Honda Louis Vuitton Shreve & Co. Apple Stores Lucile Packard Children's Hosp Stanford Outpatient Clinic Pharmacy Audi Palo Alto Macy's Department Store Tesla Bloomingdale's Magnussen's Toyota Of Palo Alto Tesla Lease Trust Bon Appetit Management Co.Mclaren San Francisco Tiffany & Company Hermes Neiman Marcus Department Store Urban Outfitters Houzz Shop Nordstrom Department Store Varian Medical Systems Hp Enterprise Services Shell Service Stations Volvo Cars Palo Alto Integrated Archive Systems $- $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 $4,000,000 $4,500,000 $5,000,000 Benchmark Year 2019Q4 Benchmark Year 2018Q4 TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies Palo Alto’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents the year ended 4th Quarter 2019. The Top 25 Sales/Use Tax contributors generate 56.2% of Palo Alto’s total sales and use tax revenue. Sales Tax from Largest Non-Confidential Economic City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 4 Economic Category % 2019Q4 2019Q3 2019Q2 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 General Retail 26.6%2,583,692 2,385,380 1,981,968 1,864,089 2,567,368 2,195,807 1,629,266 1,516,808 1,881,732 1,602,213 1,301,138 Business To Business 23.5%2,210,298 1,834,999 1,859,440 2,090,091 2,428,644 1,937,139 1,965,691 1,851,152 2,635,136 1,860,347 1,952,490 Misc/Other 17.8%1,800,858 1,514,298 1,776,358 1,458,918 1,213,676 1,187,765 1,237,941 1,183,895 1,206,578 1,184,645 1,189,257 Food Products 12.0%1,242,663 1,203,629 1,252,840 1,170,511 1,877,247 2,260,007 1,789,526 1,639,073 1,569,619 1,448,336 1,284,056 Net Pools & Adjustments 20.0%2,004,397 1,619,094 1,876,055 1,131,545 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,210,511 Total 100.0%9,841,908 8,557,399 8,746,661 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 Economic Segments % 2019Q4 2019Q3 2019Q2 2019Q1 2018Q4 2018Q3 2018Q2 2018Q1 2017Q4 2017Q3 2017Q2 Miscellaneous/Other 34.5%3,243,090 4,138,457 4,251,453 2,974,200 4,881,849 4,854,095 3,747,045 3,373,907 3,791,527 3,233,434 2,986,873 Auto Sales - New 13.9%1,389,232 59,312 34,543 1,034,716 76,617 90,235 54,661 60,326 82,100 56,998 76,514 Restaurants 10.8%1,094,969 1,069,628 1,035,216 1,045,521 1,066,578 1,060,546 1,124,991 1,045,496 1,054,073 1,049,565 1,058,606 Apparel Stores 5.8%545,516 469,248 404,627 408,968 405,979 361,406 439,601 412,952 701,369 419,279 452,135 Department Stores 5.5%552,822 431,717 356,943 356,943 599,795 475,142 495,267 471,419 642,666 458,066 510,561 Miscellaneous Retail 5.0%525,418 366,010 324,279 326,994 596,192 448,510 451,110 390,780 585,892 440,005 449,402 Business Services 1.9%189,244 124,310 198,913 181,454 173,916 148,751 154,446 163,072 148,906 147,499 159,371 Service Stations 1.7%181,039 175,608 159,032 159,032 110,015 98,072 97,870 117,783 128,671 117,256 112,566 Food Markets 0.9%116,181 104,014 105,601 95,783 175,994 43,961 57,433 155,193 157,861 173,439 75,722 Net Pools & Adjustments 20.0%2,004,397 1,619,094 1,876,055 1,131,545 1,820,850 2,139,510 1,191,568 -183,952 1,136,075 1,374,372 1,055,702 Total 100.0%9,841,908 8,557,399 8,746,661 7,715,155 9,907,785 9,720,228 7,813,992 6,006,976 8,429,140 7,469,913 6,937,452 Historical Analysis by Calendar Quarter *Net Pools & Adjustments reconcile economic performance to periods’ net cash receipts. The historical amounts by calendar quarter: (1) include any prior period adjustments and payments in the appropriate category/segment and (2) exclude businesses no longer active in the current period. City of Palo Alto www.avenuinsights.com (800) 800-8181 Page 5 Ge n e r a l R e t a i l Fo o d P r o d u c t s Co n s t r u c t i o n Bu s i n e s s t o B u s i n e s s Mi s c / O t h e r 20 1 9 / 4 T o t a l 20 1 8 / 4 T o t a l % C h g La r g e s t G a i n Se c o n d L a r g e s t Ga i n La r g e s t D e c l i n e Se c o n d L a r g e s t De c l i n e Campbell -10.8%7.9%0.1%-10.1%-4.5%2,531,110 2,614,008 -3.2%Restaurants I.T. Infrastructure Furniture/Appliance Office Equipment Cupertino -0.9%0.1%-10.2%10.3%-4.0%8,630,459 7,980,022 8.2%Office Equipment Restaurants I.T. Infrastructure Miscellaneous Retail Gilroy -2.3%5.0%2.4%-4.5%3.3%4,477,615 4,455,817 0.5%Heavy Industry Auto Sales - New Office Equipment Miscellaneous Retail Los Altos -9.6%-3.0%-9.5%-48.3%-4.4%637,157 702,350 -9.3%Leasing Light Industry Business Services Miscellaneous Retail Los Gatos 0.1%-0.7%-0.5%4.1%-7.7%1,666,257 1,709,894 -2.6%Auto Parts/Repair Apparel Stores Miscellaneous Other Miscellaneous Retail Milpitas -1.9%2.6%-1.6%10.3%-2.3%6,177,507 6,047,284 2.2%Office Equipment Electronic Equipment Heavy Industry Department Stores Morgan Hill -1.8%0.1%2.8%-79.9%-21.1%1,907,420 2,786,912 -31.6%Light Industry Miscellaneous Other Heavy Industry Electronic Equipment Mountain View -13.0%1.7%21.6%-20.3%-3.9%4,653,675 5,105,907 -8.9%Heavy Industry Bldg.Matls-Whsle Miscellaneous Retail Electronic Equipment Palo Alto 3.5%0.0%-50.9%12.4%-28.5%8,011,182 8,412,182 -4.8%Leasing Office Equipment Auto Sales - New Electronic Equipment San Jose -1.5%3.6%-1.4%7.8%-9.0%43,988,336 44,228,277 -0.5%I.T. Infrastructure Restaurants Auto Sales - New Miscellaneous Retail Santa Clara -8.4%5.4%-5.6%-7.0%-1.7%12,296,261 12,864,528 -4.4%Electronic Equipment Leasing Office Equipment I.T. Infrastructure County of Santa Clara -1.8%2.1%14.8%-18.1%-30.6%1,180,054 1,302,181 -9.4%Leasing Food Processing Eqp Miscellaneous Other Business Services Saratoga 3.3%4.1%-13.8%19.8%28.4%286,078 263,806 8.4%Electronic Equipment Service Stations Office Equipment Bldg.Matls-Whsle Sunnyvale 7.7%3.3%-16.6%-21.4%-13.7%6,579,706 7,318,375 -10.1%Miscellaneous Retail Auto Parts/Repair Auto Sales - New I.T. Infrastructure Quarterly Analysis by Economic Category, Total and Segments: Change from 2018Q4 to 2019Q4 Economic Categories and Segments Economic Category Economic Segment Description Business to Business ‐ sales of tangible personal property from one business to another business and the buyer is the end user. Also includes use tax on certain purchases and consumables. Business Services Advertising, banking services, copying, printing and mailing services Chemical Products Manufacturers and wholesalers of drugs, chemicals, etc. Electronic Equipment Manufacturers of televisions, sound systems, sophisticated electronics, etc. Energy Sales Bulk fuel sales and fuel distributors and refiners Heavy Industry Heavy machinery and equipment, including heavy vehicles, and manufacturers and wholesalers of textiles and furniture and furnishings Leasing Equipment leasing Light Industry Includes, but is not limited to, light machinery and automobile, truck, and trailer rentals Office Equipment Businesses that sell computers, and office equipment and furniture, and businesses that process motion pictures and film development Construction Building Materials – Retail Building materials, hardware, and paint and wallpaper stores Building Materials ‐ Wholesale Includes, but is not limited to, sheet metal, iron works, sand and gravel, farm equipment, plumbing materials, and electrical wiring Food Products Food Markets Supermarkets, grocery stores, convenience stores, bakeries, delicatessens, health food stores Food Processing Equipment Processing and equipment used in mass food production and packaging Liquor stores Stores that sell alcoholic beverages Restaurants Restaurants, including fast food and those in hotels, and night clubs ATTACHMENT B Economic Categories and Segments Economic Category Economic Segment Description General Retail – all consumer focused sales, typically brick and mortar stores Apparel Stores Men’s, women’s, and family clothing and shoe stores Department Stores Department, general, and variety stores Drug Stores Stores where medicines and miscellaneous articles are sold Florist/Nursery Stores where flowers and plants are sold Furniture/Appliance Stores where new and used furniture, appliances, and electronic equipment are sold Miscellaneous Retail Includes, but is not limited to, stores that sell cigars, jewelry, beauty supplies, cell phones, and books; newsstands, photography studios; personal service businesses such as salons and cleaners; and vending machines Recreation Products Camera, music, and sporting goods stores Miscellaneous/Other Miscellaneous/Other Includes but not limited to health services, government, nonprofit organizations, non‐ store retailers, businesses with less than $20,000 in annual gross sales, auctioneer sales, and mortuary services and sales Transportation Auto Parts/Repair Auto parts stores, vehicle and parts manufacturing facilities, and vehicle repair shops Auto Sales ‐ New New car dealerships Auto Sales ‐ Used Used car dealerships Miscellaneous Vehicle Sales Sale and manufacture of airplanes and supplies, boats, motorcycles, all‐terrain vehicles, trailers and supplies Service stations Gas stations, not including airport jet fuel ATTACHMENT B ECONOMIC NEWS & TRENDS November 11, 2019 This edition reports on current Federal and State economic data, studies, and research. We encourage you to share this non-confidential report with others in our agency. Please contact your Client Success Manager to discuss specific regional trends. CONTENTS Part 1: National Economic Indicators (Page 2 to 4) Part 2: California’s Economy / Regional Summaries (Pages 4 to 5) Part 3: Retail / E-Commerce (Pages 5 to 6) Part 4: Auto Sales and Gasoline (Page 7) Part 5: Grocery and Restaurant Trends (Page 7) Part 6: Selected Retailer Updates (Page 8) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 2 www.avenuinsights.com PART 1: NATIONAL ECONOMIC INDICATORS / INFLUENCES Gross Domestic Product (GDP) / 3Q2019: Up 1.9% in 3Q2019; was 2% for 2Q2019. Consumer Spending in 3Q2019: Increased in both goods (recreational goods and vehicles as well as food and beverages) and in services (led by health care and housing and utilities). Prices of Goods and Services: Increased 1.4% in 3Q2019, increased 2.2% in 2Q2019. Food Prices: Decreased 0.6% in 3Q2019. Energy: Decreased 8% in 3Q2019. Government Spending: The increase in government spending reflected increases in both federal and state and local government spending. Business Investment: The decrease in business investment reflected decreases in structures (led by mining exploration, shafts, and wells) and in equipment (notably information processing equipment and transportation equipment). (https://www.bea.gov/data/gdp/gross-domestic-product; next release is November 27, 2019) Contribution to GDP by Industry for 2Q2019 Retail Trade: Increased 0.2% in 2Q2019, after increasing 8.8%. Reasons for Deceleration: Attributed to a slowdown in other retail, which includes gasoline stations as well as building material and garden equipment and supplies dealers. Utilities: Increased 18.1% in 2Q2019, after decreasing 3.5% in 1Q2019. (https://www.bea.gov/news/2019/gross-domestic- product-industry-second-quarter-2019, October 29, 2019; next release is January 9, 2020) Consumer Price Index / Spending - September 2019 CPI for All Urban Consumers: Unchanged in September after rising 0.1% in August. All Items Index: Over the last 12 months ending in September, increased 1.7%. Energy: Declined 1.4% in September, its fourth decline in the last 5 months. Gasoline: Declined 0.9% in September. Lodging Away From Home: Increased 2.1% in September after falling 2.1% in August. Increases for September: Shelter, rent (by 0.4%). Declines for September: Used cars and trucks (by 1.6%), new vehicles (by 0.1%), apparel (by 0.4%) after rising in each of the prior 3 months, communication, alcoholic beverages and personal care. https://www.bls.gov/opub/ted/2019/cpi-increased-1- point-7-percent-for-year-ending-september-2019.htm, October 10, 2019; October 2019 data release is November 13, 2019. Recession: The periodic skittishness in stock and bond markets have produced alarmism among certain analysts, but the current fundamentals do not appear to indicate a looming recession. While the current slowing in the economy will negatively impact fundamentals in the coming quarters, a full recession likely will require a more dramatic, as yet unforeseen, shock to the economy. CPI West Region: The West Region covered is comprised of the following states: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington, and Wyoming. West Region / September 2019: Up 0.3% since August 2019; up 2.6% from a year ago. Increase was influenced by higher shelter and apparel prices. The index for all items less food and energy rose 3.0% over the year. Food: September 2019 increased 2.7% since September of 2018. Food away from home increased 1.7% since September 2018. Energy: September 2019 increased 1.1% since September of 2018. Household Furnishings: Energy: September 2019 increased 1.1% since September of 2018. Housing: September 2019 increased 4.3% since September of 2018. Rent of Primary Residence: September 2019 increased 4.8% since September of 2018. Fuel and Utilities: September 2019 increased 2.2% since September of 2018. Apparel: September 2019 decreased 0.7% since September of 2018. Increased 4.3% since August 2019. New Cars and Trucks: September 2019 increased 1.1% since September 2018. Used Cars and Trucks: September 2019 increased 2.2% since September of 2018. Decreased 3.9% since August 2019. Gasoline: September 2019 decreased 2.2% since September of 2018. Services: September 2019 increased 3.4% since September of 2018. https://www.bls.gov/regions/west/news- release/consumerpriceindex_west.htm October 10, 2019; October 2019 Data Release is November 13, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 3 www.avenuinsights.com Consumer Spending U.S. Consumer Spending: September 2019, increased by 0.2%; August 2019, increased by 0.2%; July 2019, increased 0.5% and June 2019, increased 0.3%. (https://www.bea.gov/news/2019/personal-income-and- outlays-august-2019, September 27, 2019) U.S. Consumer Debt: In August 2019 rose 5.2%; revolving credit decreased at an annual rate of 2.2% and non-revolving credit (mostly education and auto loans) increased 7.75% in August after a 5.4% gain in July. (https://www.federalreserve.gov/releases/g19/current/, October 7, 2019) Consumer Confidence Index for October 2019: Declined in October (125.9), following a decline in September (126.3). The latest report notes that “consumers unlikely to curtail holiday spending.” (https://www.conference- board, October 29, 2019) Interest Rates: The Federal Reserve cut interest rates by a quarter percentage point late October in an effort to support an economy that continues to tap the brakes. (NPR, October 30, 2019) E-Commerce and Retail Sales Total Retail Sales in 2Q2019: Increased 1.8% from 1Q2018, while e-commerce increased 4.2% from 1Q2019. E-Commerce Year Over Year Estimate for 2Q2019: Increased 13.3% from 2Q2018, while total retail sales increased 3.2% from 2Q2019. E-Commerce as Part of Total Sales in 2Q2019: Accounted for 10.7% of total sales; was 10.5% in 1Q2019; was 10.1% in 4Q2018; 10% in 3Q2018; 9.8% in 2Q2018. Total Sales in 2018: Increased 4.8% from 2017. E- commerce sales in 2018 is 9.7% of total sales; 2017 is 8.9%. (https://www.census.gov/retail/mrts/www/data/pdf/ec_ current.pdf, August 19, 2019; Next release is November 19, 2019) Retail and Food Service for September 2019 Decreased A decrease in September from August of 0.3%, but 4.1% above September 2018. Total sales for the July 2019 through September 2019 period were up 4.0% from the same period a year ago. The July 2019 to August 2019 percent change was revised from up 0.4% to up 0.6%. Retail trade sales were down 0.3% from August 2019, but 4.0% above last year. Non-store retailers were up 12.9% from September 2018, and miscellaneous stores were up 9.3% from last year. Note these are early estimates. (https://www.census.gov/retail/marts/www/marts_curre nt.pdf October 16, 2019) Services Revenue Services Sector Revenue for 2Q2019: An increase of 1.3% from 1Q2018 and up 5.3% from 2Q2018. Information Sector: An increase of 1.8% from 1Q2019 and up 1.8% from 1Q2019. Transportation/ Warehousing: Increase of 0.3% from 1Q2019 and up 2.0% from 2Q2018. Utilities: Decrease of 1.5% from 1Q2019 and down 1.9% from 2Q2018. Real Estate, Rental, and Leasing: Increase of 10% from 1Q2019 and up 6.6% from 2Q2018. Professional, Scientific, and Technical Services: Increase 1.8% from 1Q2019; up 4.2% from 2Q2018. Accommodations: An increase of 10.3% from 1Q2019 and up 1.2% from 2Q2018. Arts and Entertainment: An increase of 12.4% from 1Q2019 and up 6.5% from 2Q2018. Other Services: An increase of 2.1% from 1Q2019 and up 9.5% from 2Q2018. (https://www.census.gov/services/qss/qss-current.pdf, September 6, 2018; Next release is November 19, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 4 www.avenuinsights.com Forecasts Expects the national economy to slow to 0.4% in the second half of 2020, before rebounding to 2.1% in 2021. Given the slow growth rate nationally and the weakness in the housing market, expects California's unemployment rate to rise to an average of 5.1% in 4Q2020. For the entire years of 2020 and 2021, the unemployment rate in the state is expected to average 4.6%. https://www.anderson.ucla.edu/centers/ucla- anderson-forecast/september-2019-economic-outlook GDP Growth Forecast: 2.3% in 2019. Down from 2.9% in 2018. Will soften in 2020, an election year to 1.8%. Retail Sales: Growing 4.3% in 2019 excluding gas and autos. Interest Rates: 10-year T notes staying below 2% range until trade war ends. Inflation: 2.1% at end of 2019 as new tariffs affect consumer goods. Crude Oil: Trading at $50 to $55 per barrel in December. (Kiplinger, October 25, 2019. International Trade / Imports and Exports International Trade Deficit: Goods and Services Deficit: The deficit increased by 4.7% in September 2019. Exports: Increased -0.9%: September exports were $206 billion, $1.8 billion less that August exports. Specific Goods: Automotive vehicles, parts, and engines decreased $1.0 billion. Passenger cars decreased $0.3 billion. Trucks, buses, and special purpose vehicles decreased $0.3 billion. Imports: Increased -1.7%: September imports were $258.4 billion, $4.4 billion less than August imports. Specific Goods: Consumer goods decreased $2.5 billion. Cell phones and other household goods decreased $0.8 billion. Toys, games, and sporting goods decreased $0.6 billion. Automotive vehicles, parts, and engines decreased $1.1 billion. Trucks, buses, and special purpose vehicles decreased $0.4 billion. Automotive parts and accessories decreased $0.3 billion. Passenger cars decreased $0.3 billion. (https://www.census.gov/foreign-trade/Press- Release/current_press_release/ft900.pdf, November 5, 2019) Employment and Job Market Jobs and Unemployment: The unemployment rate, at 3.6%, was little changed in October and the U.S. economy added 128,000 jobs. Notable Gains: Food services and drinking places, social assistance, and financial activities. Within manufacturing, employment in motor vehicles and parts decreased due to strike activity. Federal government employment was down, reflecting a drop in the number of temporary jobs for the 2020 Census. (https://www.bls.gov/news.release/empsit.nr0.htm, November 1, 2019) Manufacturing New Orders of Durable Goods: September decreased 1.1%; follows three consecutive monthly increases, followed a 0.3% August increase. Computers and Electronic Products / September 2018 and 2019: Shipments up by 4.1% Computers and Related Products/ September 2018 and 2019: New orders down by 6.1%. Capital Goods (Non-Defense)/ September 2018 and 2019: Down by 3.9% (https://www.census.gov/manufacturing/m3/adv/pdf/du rgd.pdf, October 24, 2019) U.S. Residential Sales and Housing National New Home Sales in September: Total existing- home sales decreased 2.2%. Overall sales up 3.9% since September 2018. Mortgage Rates: A 30-year, fixed-rate mortgage decreased to 3.61% in September. All-Sales Purchases: 17% of transactions in September, down from 19% in August and 21% in September 2018. West Results: Existing home sales declined 0.9% in September, 5.6% above a year ago. The median price in the West was $403,600, up 4.5% from September 2018. (NAR, October 22, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 5 www.avenuinsights.com PART 2: CALIFORNIA ECONOMIC INDICATORS / INFLUENCES California GDP for 2Q2019: 1.9%. California GDP for 4Q2018 to 1Q2019 is 2.7%; previous quarter results are 2.2%. (BEA, November 7, 2019) Sales and Use Tax: For July to September 2019 (first three months of the fiscal year) were $77 million below forecast. Receipts for September were $52 million above the month’s forecast of $2.098 billion. Personal Income Tax: $420 million below forecast. Revenues for September were $401 million below the month’s forecast of $8.65 billion. Corporation Tax: July to September 2019 were $682 million above forecast. (DOF, October 2019) California’s Labor Market: Unemployment: California’s unemployment rate fell to a new record low of 4% in September, while labor force participation rate held at 62%. Unemployment: The U.S. unemployment rate fell to 3.5% in September, the lowest level since December 1969. Year-to-date, California’s unemployment rate is now averaging 4.2%, unchanged from the same period last year. For the U.S., year-to-date average unemployment rate is 3.7%, down 0.2 percentage point from last year’s year-to-date of 3.9%. (DOF, October 2019) Real Estate Sales in California for September 2019: Existing, single-family home sales totaled 404,030 in September, down 0.5% from August and up 5.8% from September 2018. Median Price: $605,680, down 1.9% from August and up 4.7% from September 2018. Year-to- date statewide home sales were down 3.1% in September. (CAR, October 16, 2019) CDTFA Cannabis Revenues for 2Q2019: Cannabis Excise Tax: Generated $74.2 million in revenue reported on 2Q2019 returns and the cultivation tax generated $22.6 million. Sales Tax from Cannabis Businesses: Totaled $47.4 million in reported revenue for the same period. Total Tax Revenue: Reported by the cannabis industry is $144.2 million. This does not include tax. (https://www.cdtfa.ca.gov/news/19-19.htm, August 22, 2019 ) California Trade for September 2019: Total US goods trade (exports and imports) through California ports was 17.81% (12 month moving average; compared to 17.87% in August 2019 and 18.17% in September 2018). Exports: Down $0.7 billion from Sep 2018 (down 4.8%). California remained in 2nd place with 10.54% of all US goods exports (12 month moving total), behind Texas at 19.77%. (DOF, October 2019) Specific Economic Summary by Region (BLS) Fresno Area Economic Summary (PDF) Los Angeles Area Economic Summary (PDF) Riverside Area Economic Summary (PDF) Sacramento Area Economic Summary (PDF) San Diego Area Economic Summary (PDF) San Francisco Area Economic Summary (PDF) San Jose Area Economic Summary (PDF) Santa Rosa Area Economic Summary (PDF) Other BLS products for California PART 3: RETAIL NEWS / E-COMMERCE U.S. Retail Sales – Decline in September U.S. retail sales fell for the first time in seven months in September, raising fears that a slowdown in the American manufacturing sector could be starting to bleed into the consumer side of the economy. Retail sales dropped 0.3% in September as households slashed spending on building materials, online purchases and automobiles. The decline was the first since February. https://www.census.gov/retail/marts/www/marts_curre nt.pdf?mod=article_inline (CNBC, October 2019) Open and Closures: In the US, year-to-date announced closures have already exceeded the total we recorded for the full year 2018. Coresight Research estimates announced US store closures could reach 12,000 by the end of 2019. So far this year, US retailers have announced 8,993 store closures and 3,780 store openings. This compares to 5,844 closures and 3,258 openings for the full year 2018. Coresight Research predicts 12, 000 in 2019. UBS predicts as online shopping continues to grow, another 75,000 stores could be lost by 2026 (MoneyWise, October 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 6 www.avenuinsights.com Discount Retailers Fastest Growing Sector Discount retail stores have been growing faster than other retail environments. Non-food value-based or discount retailers, like Dollar General, are expected to grow at an annual rate of 5.2% through to 2024. Food discount stores, like Lidl, are expected to grow at 4.9%. Conversely, supermarkets are forecast at 4.4%, and superstores at 2.7%. (Modern Retail, October 2019) Retail Construction: Just under 80 million sq. ft. of new retail space is under construction nationally in 2019; a drop from the last market peak in the years from 2007 to 2009, when an average of 140 million sq. ft. of retail space annually was under construction. That number fell during the recession and has continued to drop during the expansion phase of this cycle. From 2010 to 2012, an average of just under 60 million sq. ft. of retail space a year was under construction, CoStar reports. Since 2013, retail construction has rebounded: 2013 to 2018 saw an average of 90 million sq. ft., a high for this cycle. (National Real Estate Investor, October 2019) 2019 Holiday Season The holiday season is almost a full week shorter in 2019, with 26 days between Thanksgiving and Christmas, compared to 32 days in 2018. Forecast: Total retail sales are expected to climb between 4.5% and 5.0% for the holiday period, up from 3.1% in 2018. On-line sales are expected to grow in 2019 by 13% to $136 billion. (Deloitte, Sales Force) “Cash Back Day”: The new shopping holiday will give consumers up to 20% cash back on items purchased during that 24-hour period. https://www.retailmenot.com/cashback Click and Collect: Will drive last minute shopping; sales from mobile will account for more than half; 45 percent of sales will be on Amazon. Black Friday, Cyber Monday week will be 37% of total. More than half of holiday orders will include free shipping. (Practical Ecommerce, August 2019 (RetailMeNot, October 2019 and Sales Force, October 2019).) Online Sales Forecast: Will do well because the late Thanksgiving gives shoppers less time to make it out to the mall before Christmas. Online purchases will grow by 24% from one year ago. FedEx and UPS won’t charge extra for delivery around the holidays, unlike in years past. https://nrf.com/tag/holiday-sales Retailers View: The National Retail Federation expects holiday retail sales during November and December to increase between 3.8 percent and 4.2 percent over 2018 to a total of between $727.9 billion and $730.7 billion. The numbers, which exclude automobile dealers, gasoline stations and restaurants, compare with an average holiday sales increase of 3.7 percent over the previous five years. Effect of Tariff: The effect of tariffs on holiday spending, either directly or through consumer confidence, remains to be seen. Some holiday merchandise, including apparel, footwear and televisions, is subject to new tariffs that took effect September 1, and other products will have the tariffs applied on December 15. Retailers are using a myriad of mitigation tactics to limit the impact on consumers, and the impact will ultimately vary by company and product. Small businesses, in particular, have already been forced to raise prices. Holiday sales during 2018 totaled $701.2 billion, an unusually small increase of 2.1 percent over the year before amid a government shutdown, stock market volatility, tariffs and other issues. In-Store Shopping Forecast: In-store shopping dominates during the holidays. Online orders will equal just one-fifth of in-store purchases. Two-thirds will buy both in-store and online. A popular option: Ordering online and picking up in the store. This year, 60% of retailers will offer this method, up from 52% last year. It’s an opportunity for stores to sell more by getting customers in the door for more impulse buys. (Kiplinger, October 11, 2019) ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 7 www.avenuinsights.com PART 4: AUTO SALES AND GASOLINE California: New Auto Sales for 2019: Predicted to fall below two million units in 2019. The state’s new vehicle market is predicted to decline 4.6 % from 2018 to 2019, which would be the third consecutive annual decline. Although the market is shifting lower, new vehicle registrations are well above average, based on historical standards. Used Cars: Up 5.2% thru June of 2019. Used light truck registrations were up 8.5% Registrations for 6 year old or newer vehicles were up 10.2% thru June. (https://www.cncda.org/wp-content/uploads/Cal- Covering-2Q-19.pdf. August 2019) California and National Gas Influences: Price as of November 6, 2019. California’s average is 4.076 (the average a year ago was $3.740). (American Automobile Association and GasBuddy). PART 5: RESTAURANT AND GROCERY TRENDS For September 2019: Dining and Food: The food index increased in September by 0.1%. Food at Home: The food at home index rose 0.6% over the last 12 months. Was unchanged in September after falling in each of the prior 3 months. Food Away From Home: Rose 0.3% in September after increasing 0.2% in August. Rose 3.2% over the last year. Full Services Meals: Increased 0.3% in September; and over the year, increased 3.6% and the index for limited service meals rose 3.0%. Selected Groups: The index for cereals and bakery products increased 0.5% after declining in August. The indexes for meats, poultry, fish, and eggs and for other food at home both increased 0.3%. The index for dairy and related products advanced 0.2%, and the index for nonalcoholic beverages rose 0.1%. These increases were offset by a decline in the index for fruits and vegetables, which fell 1.0% in September following a 0.5% decline in August. The indexes for fresh fruits and for fresh vegetables both declined in September. (https://www.bls.gov/news.release/cpi.nr0.htm, October 10, 2019) National Restaurant Association Restaurant 2030 Report/ 10 Year Outlook Key economic projections for 2030 include: Restaurant industry sales are expected to reach $1.2 trillion by 2030. The industry workforce will likely exceed 17 million by 2030. Total U.S. employment is projected to increase at an annual rate of 0.5% during the next decade. Total U.S. employment is expected to increase 8.5% between 2018 and 2030. The definition of “restaurant” will change as off- premises continues to drive industry growth: Guests will expect a seamless digital experience and want their preferences known at each interaction with a restaurant. As off-premises traffic and sales continue to accelerate, consumers will place a heightened importance on experiential dining for on-premises occasions. Areas to watch include: A greater proportion of meals will no longer be cooked at home, lending to the continued rise in delivery, virtual restaurants, subscription services, and grab-and-go at retail locations. Cloud kitchens will continue to grow, fueled by the expansion of centralized kitchens and the growth of online, delivery-only brands. Governments are likely to impose further regulation on third-party delivery. The restaurant of the future will be smaller in size. Smaller restaurants could incorporate more automated kitchen equipment and the typical kitchen layout may change. https://restaurant.org/restaurant-industry-2030-report, November 2019 Online Grocery Trends: Digital grocery sales in US are estimated to reach $59.5 billion by 2023 from $23.9 billion in 2018. 48% of US grocery shoppers currently purchase at least some of their groceries online and 59% intend to in 2019. 25% of US grocery shoppers plan to shop 40% or more of their grocery shopping online in 2019. https://www.invespcro.com/blog/us-online- grocery-shopping/ ATTACHMENT C ECONOMIC NEWS & TRENDS November 11, 2019 8 www.avenuinsights.com PART 6: SELECTED RETAIL UPDATES Sources: The Shelby Report; Plain Vanilla Shell, California Employment Development Department - Period Covered: July 17, 2019 to November 10, 2019. https://www.edd.ca.gov/jobs_and_training/warn/WARN _Report_for_7-1-2019_to_10-25-2019.pdf Albertsons: Partners with DogSpot for shoppers with dogs that might be otherwise left in the car. Abercrombie & Fitch: Will close up to 40 stores in 2019. Ashley Home Store: Celebrates 1,000th store opening. Avenue: 222 closures in 2019. Barneys: Closing 21 stores in 2019, including the San Francisco location. Bed Bath and Beyond: Closing 60 stores in 2019. Bath and Body Works: In 2019 plans for 60 closures. BJ’’s: Newport Beach location closed, November 2019. Blue Diamond: Opens new energy saving manufacturing facility in Salida. Chicos: Closing the first of at least 250 over four years. Chili’s: Milpitas location closed effective November 2019. Coffee Bean and Tea Leaf: Opening locations including a store in East Pasadena. Costco: Now operates 544 U.S. locations. Opened 10 new U.S. units and relocated two stores. CVS: Will close 75 retail stores in 2020 mostly through lease expirations; 46 will close in 2019. Dressbarn: 650 stores closing in 2019. ExtraMile: Opens 900th location in Carlsbad. Forever 21: Closing up to 178 in 2019. According to the EDD WARN report 1170 jobs will be lost. Gap: Closing the first up to 230 over two years. Game Stop: Closing up to 200 stores in 2019. Gelson’s: First grocery retailer to carry The Impossible Burger. Gymboree: 800 stores closing in 2019. Home Goods: Adding stores in other states. IHOP: Will open additional restaurants. J.C. Penny: Closing 27 stores in 2019. J. Crew: Closing 20 stores in 2019. Jared Jewelry: Closing 150 stores in 2019. Kmart: Closing 127 stores in 2019. Kohls: Closing 8 stores in 2019. Lifeway Christian: Closing 170 stores in 2019. Lord and Taylor: American’s oldest department store is closing 9 stores in 2019; has new partnership with Walmart which will offer 125 upscale brands. Lost Cajun: Named one of the top 50 emerging chains. Lowe’s: Closing 51 stores in 2019. Macy’s: Closing 6 stores in 2019; bringing in Pot Belly restaurants to some locations. Monroe: Will acquire nine tire and auto services stores in California. Nordstrom: Closing 6 stores in 2019. Stonetown location closed in September. Investing in its Rack stores. Office Depot: Closing 59 stores in 2019. Old Navy: To open 800 new stores as it splits from Gap. Party City: Closing 55 stores in 2019 Payless Shoe Source: Closing 2,100 stores in 2019 Performance Bicycles: Closing 102 stores in 2019. Pier 1 Imports: Closing more than 140 stores in 2019. Planet Fitness: Will open 225 stores this year; many are in former Sears and Toys R Us spaces. Potbelly: To close more stores this year than opens. Raley’s: Flags sugar content in pasta sauce. Rite Aid: California locations will give out free Thrifty ice cream with annual flu shot. Save Mart: City of Modesto location enters into partnership with Cannabidiol brand cbdMC. Sears: Closing 107 stores in 2019. Sprouts: Opening location in Vista and Lake Forest. Superior Grocers: Opens small format stores in Los Angeles. Target: Closing 6 stores in 2019; opening 30 new smaller locations; plans remodeling of 300 stores. Won’t raise prices over tariffs. Things Remembered: More than 200 closures in 2019. Top Shop: Closing 11 locations in 2019. Victoria Secret: Closing 53 stores in 2019. Walmart: Closing 18 non-California locations in 2019. On-line platform will offer 125 upscale brands. A Sacramento and Los Angeles location will close in December. In 2019, there are 6 fewer days between Thanksgiving and Christmas. See above Lords and Taylor. Walgreens: Closing 200 stores in 2019; to open more ‘small stores’ in large cities. Whole Foods: Open store in Long Beach with restaurant and bar; opens location in South Lake Tahoe. Z Gallerie: Closing 44 stores in 2019. Blue Font Includes Closings ATTACHMENT C City of Palo Alto (ID # 11423) City Council Staff Report Report Type: Informational Report Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Project Safety Net Title: Status of Project Safety Net's Transition to a Nonprofit Entity From: City Manager Lead Department: Community Services Recommendation No City Council action is required. This is an update on the status of transitioning Project Safety Net to an independent nonprofit entity. Background Project Safety Net (PSN) is a collaborative community network formed in response to the tragic teen suicides the Palo Alto community experienced between May 2009 and January 2010. PSN’s mission is to mobilize community support and resources in Palo Alto for youth suicide prevention and mental wellness. PSN is a coalition working on community education, outreach, and training; access to quality youth mental health services; and policy advocacy. PSN’s vision is “young people are empowered, in partnership with the whole community, to advocate for themselves and their peers. Youth suicide is ended. Stigma is non-existent, and high-quality mental health services are culturally relevant, accessible, and well-utilized. A community where youth and young adults feel safe, supported, and accepted.” The PSN Collaborative includes mental health organizations, nonprofits, youth organizations, faith-based organizations, individuals, PAUSD and City of Palo Alto staff. PSN was founded on 22 specific strategies that fall into three categories: Education, Prevention, and Intervention. The details of the 22 strategies and history of PSN can be accessed at the following website: www.PSNPaloAlto.org In FY2013, City Council allocated $2M from the Stanford University Medical Center Development Agreement Health and Safety Funds to support PSN operations (Staff report #3651). While a majority of these funds were invested to sustain the railway track monitoring launched by community volunteers, these funds were also used to City of Palo Alto Page 2 implement an Executive Director position and new Leadership Team, develop a Strategic Plan, and create a new subcommittee structure and a streamlined set of goals. In FY2015 and in response to a second youth suicide contagion, the Policy and Services Committee supported the transition to a Collective Impact model of collaboration to ensure the ongoing success of the Project Safety Net Collaborative (Staff Report #5796). This transition to a more formal structure included: funding a benefited, full-time Executive Director; the completion of a PSN Collective Impact roadmap for youth well-being and prevention of teen suicide; the establishment of an Executive Board made up of key institutional leaders; increased resources for data collection, capacity building and facilitation; and the elevation of youth voices within the PSN Collaborative leadership. The City’s FY 17 operating budget included ongoing funding to PSN from the General Fund to support continued operations after the initial Stanford Development Funds were exhausted. This funding was used to continue supporting an Executive Director, a part- time Administrative Associate, and other activities conducted by the City (publishing, outreach, education, trainings, etc.) associated with the collaborative. Discussion Project Safety Net’s transition to a nonprofit is a culmination of collaborative strategic planning that started in 2009 involving community members and 26 Project Safety Net partner organizations. In 2015, Project Safety Net leadership decided to transition into an independent nonprofit entity. Some of the benefits of forming the coalition as a 501(c)3 nonprofit, include: • Additional and diverse funding opportunities. • Broaden reach and partnerships outside Palo Alto, especially in Peninsula region. • Elevation of youth mental health and suicide prevention advocacy/policy efforts. Included in the City’s FY 2020 operating budget was $25,000 to evaluate and recommend a long-term fiscal sustainability plan for PSN. Although PSN will be a separate entity as of the beginning of fiscal year 2021 (July 1, 2020) the City’s financial support will continue on an ongoing basis at a level of $100,000 beginning in FY 2021. Project Safety Net will also retain office space at Cubberley Community Center through a new month-to-month, low cost lease agreement. Transitioning to a nonprofit model will provide PSN with a sustainable business model that can continue to operate while reducing reliance on the City. City of Palo Alto Page 3 Project Safety Net has been working with a Pro Bono legal expert to become a registered nonprofit organization and obtain 501(c)3 tax status. There are several steps required in the process, including obtaining status as an independent corporation, recruiting Board members, Board development and governance, resource development and fundraising, and filing an application for 501(c)3 tax status. Progress made to date “Project Safety Net, Inc.” was officially registered as an Incorporated Nonprofit on April 23, 2020 by the California Secretary of State. Board Member recruitment is an ongoing effort to ensure that the Board is well-balanced, representative of the many sectors involved in youth mental health promotion and suicide prevention, and strategically positioned to be a successful and sustainable nonprofit organization. Community members who have committed to serving on the Board of Project Safety Net, Inc. include the following: • Rev. Dr. Eileen Altman, First Congregational Church of Palo Alto • Vinita Bhalla, Union Bank – Downtown Palo Alto Branch • Dennis Burns, Retired City of Palo Alto Chief of Police • Robert George, Small Business and Transportation Leader • Dr. Shashank Joshi, Stanford University Behavioral Health • Dr. Ivonne M. Klatt, Kaiser Permanente • Noor Navaid, PAUSD Alum and Transitional Age Youth • Kristen O'Kane, City of Palo Alto – Community Services Department (ex-officio member) The Board is meeting regularly to discuss and deliberate on Board Officer positions, finalizing by-laws, developing a year-one operating budget, fundraising, and developing financial systems. Timeline Staff will bring a contract agreement with Project Safety Net, Inc. to City Council to allow payment of the $100,000 included in the FY 2021 Proposed Operating Budget after PSN has obtained a Federal Tax Identification Number and established appropriate financial oversight systems. This is expected to occur in first quarter of FY 2021. Resource Impact No budget adjustment is recommended for FY 2020 at this time. The FY 2021 Proposed Budget, which is still subject to City Council approval, includes sufficient funding for $100,000 in financial support in FY 2021. In addition, remaining donation funding for City of Palo Alto Page 4 PSN while it was a City program, is estimated to be approximately $20,000 and the unspent balance will be transmitted to Project Safety Net, Inc. Funding for financial support to PSN in subsequent years will be subject to the appropriation of funds through the annual budget process. Stakeholder Engagement Project Safety Net continues to play an active role in youth mental health promotion and suicide prevention by providing education and training and providing broad support as a community collaborator and convener. PSN continues to host monthly community meetings that are focused on a current topic. The most recent community meeting was held on April 29, 2020 and was titled, “The New Reality of Youth Well-Being Promotion & Suicide Prevention: Strengthening Collaborations in a COVID-19 Pandemic Environment.” The virtual meeting was attended by 66 individuals with several participants joining from other states throughout the country, which included government education and mental health agencies. Environmental Review This information is not considered a Project under the California Environmental Quality Act (CEQA). CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 22, 2020 The Honorable City Council Palo Alto, California Independent Police Auditor’s Second Report - 2018 and Supplemental Report From the City Manager Independent Police Auditor's Report for the Second Half of 2018 and Supplemental Report From the City Manager INTRODUCTION On December 16, 2019, the City Council approved a three-year contract with a third-party contractor, the OIR Group (OIR), to provide independent police auditing services (IPA). The approval reaffirms the scope of services provided to the City by OIR since 2006. The OIR Report for the second half of 2018 is attached to this memorandum. The City’s independent police auditing program consists of review of the following items: 1. Taser deployments 2. Public complaints related to officer interactions 3. Police Department Internal Affairs Investigations 1 Since the program was established in 2006, the IPA has produced 24 reports with 129 matters sent to the IPA for review (2006-second half of 2018). SUPPLEMENTAL REPORT In March 2020, the City Manager released a new supplemental report outlining matters that have not to date been included in the City’s independent police auditing program. In order to address these matters, the supplemental report prepared by the City Manager’s Office summarizes “personnel and human resources matters.” The supplemental report also includes statistics on informal inquiries received from the public. The supplemental report starts on page 2 of this memorandum. PROCESS TO FILE A COMPLAINT AGAINST A POLICE OFFICER OR POLICE DEPARTMENT EMPLOYEE The Chief of Police is responsible for overseeing the department employee complaint process. The Chief reviews every complaint and either must agree with the determination made by the supervisor investigating the complaint or send the complaint back for further action. The Palo Alto Police Department’s process to file a complaint against an officer can be found online. Go to www.cityofpaloalto.org/PDcomplaintform for the online form. 1 Complaints and investigations of internal personnel and human resources matters are not included in the City’s independent police auditing program Page 2 Community members may submit complaints directly to the IPA: Mr. Mike Gennaco Phone: (323) 412-0334 Email: Michael.gennaco@oirgroup.com Mailing Address: OIR Group 1443 E. Washington Blvd., #234 Pasadena, CA 91104 SUPPLEMENTAL REPORT FOR THE SECOND HALF OF 2018 Personnel and Human Resources Matters Involving Sworn Officers Summary2-The chart below summarizes personnel and human resources allegations made against an officer, a brief general description of the issue raised and the Department’s determination. * There were no matters during the June-December 2018 reporting period. Supplemental Report on Personnel and Human Resources Matters Allegation Allegation Summary Determination No personnel matters during this reporting period. N/A N/A *Determination Definitions • Unsupported- the investigation failed to disclose evidence sufficient to prove or disprove the allegation by a preponderance of the evidence • Supported-the investigation disclosed evidence sufficient to prove the allegations by a preponderance of the evidence • No finding- the complainant failed to provide necessary information to further the investigation; the complainant failed to cooperate; the incident was reported to the Department after the statute of limitations for the Department to initiate a disciplinary investigation had expired; the investigation revealed that another agency was involved, 2 Personnel and human resources matters are defined as workplace conflicts. These matters include, but are not limited to, investigations of human resources and personnel matters regarding sworn officers relating to assignments, evaluations, promotions, demotions and similar issues, and allegations of harassment, discrimination, and retaliation. The City Manager’s recommendation and City Council’s approval to continue addressing these matters outside the independent police auditing program reflects established multilevel review and potential relief to parties involved in such conflicts. Under State and Federal labor laws, these issues are subject to review by State or Federal agencies set up to provide third party review of labor related matters in addition to City administered reviews and potential appeals and grievance procedures. Page 3 and the complaint has been referred to that agency; or the complainant withdrew the complaint Informal Inquiry Statistics -The chart below provides statistics of informal inquiries received by the Department involving police officers that after initial review were resolved and within Department policy and standards. Informal inquiries may include matters such as misunderstandings or minor issues of discourtesy. Allegations of officer misconduct or neglect of duty are not appropriate for resolution as an informal inquiry. As described below, three informal inquiries were handled during the June-December 2018 reporting period. Informal Inquiry Report (IIR) Statistics: June-December 2018 3 Inquiries Received During This Timeframe Officer Conduct An officer stopped the arrestee for a lawful traffic violation. Due to arrestee’s evasive driving and uncooperative behavior, the arrestee was detained at gun point. Based on the circumstances of the stop, the officer’s actions were consistent with Department policy. Officer Conduct The officer while on emergency detail in an adjoining jurisdiction was flagged down regarding a non-emergency incident. Officer relayed information to the appropriate jurisdiction consistent with Department policy. Officer Conduct An officer was dispatched to a two-vehicle non-injury collision. Officer found one party at fault but exercised their discretion by choosing not to also issue a traffic citation. Department policy allows officers to use discretion when completing collision reports and found the officer within policy. Page 4 ATTACHMENTS: • Attachment A: Palo Alto IPA Second Report 2018 (PDF) ATTACHMENTS: • Attachment A: Palo Alto IPA Second Report 2018 Final (PDF) Department Head: Beth Minor, City Clerk Page 5 1 INDEPENDENT POLICE AUDITOR’S SECOND REPORT - 2018 Presented to the Honorable City Council City of Palo Alto June 2020 Prepared by: Michael Gennaco and Stephen Connolly Independent Police Auditors for the City of Palo Alto Michael.Gennaco@oirgroup.com Stephen.Connolly@oirgroup.com 2 Introduction This report addresses materials received by the Independent Police Auditor (“IPA”) for review from the second half of 2018. It includes four cases that were investigated by the Palo Alto Police Department (“PAPD”) during that time period. As in the past, our role is to assess the completed case files as a form of outside scrutiny into the legitimacy of the Department’s investigative process and its outcomes. The point is not to substitute our judgment for theirs; instead, it is to help ensure through an independent perspective that the Department’s own review of these matters is appropriately objective and fair. We also offer recommendations where appropriate. While these emerge from our impressions of the individual case files, they are meant to have wider applicability to the Department’s future operations and self-review. While certain uses of force (specifically officer-involved shootings and Taser deployments) fall within the scope of our city-designated responsibilities, there were no relevant incidents during the six-month period covered by this report, with the exception of the use of force that generated a citizen complaint and subsequent internal investigation. The four cases at issue here involve allegations of misconduct – one internally generated case involving a reserve officer and the others arising from public complaints about specific encounters with PAPD personnel. Detailed discussions of each incident and the Department’s various responses are below. With a few notable exceptions, we found the Department’s handling of each to be reasonable and the outcomes to be sound. We also noticed a useful shift in the protocols that we note here in order to commend. Each case features a detailed memo in which a lieutenant assesses the underlying investigation in a thoughtful, holistic way. The analysis goes beyond the bottom-line determinations about violations of policy to look more broadly for issues and learning opportunities that merit attention apart from their influence on the ultimate question of whether a given allegation is sustained. While the concept is sound and consistent with contemporary police practices, we offer suggestions on ways to improve the process below; most notably, these include a more complete description of performance issues identified and documentation of any interventions recommended. Proper accountability – and discipline where warranted – is of course integral to the effectiveness of a police agency’s disciplinary system. As we have long said, though, it is ideally only part of the analysis. The most constructive and worthwhile review processes also see the complaints as opportunities for feedback from the public and for the testing of individual performance and larger Department approaches. The Department’s evolving expectations for its managers are 3 reflective of this principle, and we were impressed by the examples of insight and corrective action that those expectations produced in this batch of cases. Our recommendations are intended to lift the already high bar set by PAPD’s robust review process. 4 Misconduct Investigations Case One: Reserve Officer Leaves Gun Unsecured in a Vehicle and Gun Is Subsequently Stolen Factual Overview PAPD was advised by another law enforcement agency that it had taken a theft report from a reserve officer1 that a Department-issued firearm had been stolen from the officer’s personally owned car. The officer acknowledged that the gun had been left in a backpack unsecured in the passenger compartment. The officer had left the car parked on the street for several hours. Upon returning, the officer noticed that a window had been smashed and that the firearm, four magazines of ammunition, a set of handcuffs, a laptop computer and other personal effects had been taken from the vehicle. In 2017, California Penal Code 25140 went into effect that requires that handguns left inside an unattended vehicle be secured. The impetus behind the legislation stemmed from two cases in which firearms that had been stolen from vehicles of law enforcement officers had been subsequently used as murder weapons. The law requires that handguns in a vehicle must be locked in the trunk, locked in an out of view container, or locked in a container that is permanently attached to the vehicle and not in plain view, such as a glove box. The law’s requirements apply to any person with a permit to carry concealed weapons, including law enforcement officers. Violations of Penal Code 25140 can result in an infraction punishable by a fine of up to $1,000. After the law was enacted, PAPD revised their firearms storage policy (PAPD Policy 312.4.3) to track the language of the statute. When PAPD became aware of the conditions surrounding the theft of the reserve officer’s gun, it immediately placed the officer on administrative leave and initiated an internal investigation. During the investigation, it learned that the law enforcement agency where the theft occurred had decided not to issue a citation against the reserve officer for violation of the Penal Code statute. Outcome and Analysis The investigation was thorough and determined that the failure of the officer to secure the Department issued firearm was a violation of policy. 1 A “reserve” officer is one who is trained and certified to perform a range of enforcement functions, and who offers services to a police department on a part-time basis. Many agencies have a cadre of reserves, and these individuals are a valuable resource. At the same time, as we have written before, it is important for departments to ensure that their appreciation for these people’s contributions does not clash with the need to maintain rigorous standards in performance and compliance with policy. 5 The reserve officer is no longer employed by PAPD. Systemic Issue When the law was enacted, PAPD discussed the new requirements with its personnel. Moreover, and to its credit, PAPD purchased locking devices for its officers so that they could secure firearms in their personal vehicles in compliance with the law. PAPD is a subscriber to LEXIPOL, a service that keeps abreast of new developments in the law and provides new and revised policies for each subscriber agency’s consideration. When a new LEXIPOL policy is adopted, each officer is electronically advised of the policy and requested to acknowledge receipt of it. To its credit, the department has advised us that anytime a new policy or significant policy update is released, officers are notified and provided with an explanation, and supervisors are encouraged to conduct related briefing training. The objective of these procedures is to ensure that all sworn personnel are aware of any new or revised policies and their impact on PAPD’s mission so that all are current on the law, Departmental expectations, and internal rules. In this case, during the investigation it was learned that while the reserve officer had an account with which the officer could have logged on, reviewed, and accepted the new policies, that account had not been used to “accept” a single policy. We were advised that the Department databases did not proactively advise when an officer “accepted” a policy. While the Department could search its databases and learn which officers had accepted new policies, as it did in this case, there was no current practice of conducting such proactive audits to ensure compliance. PAPD has not taken full advantage of its ability to track the receipt and acceptance of new policies by its personnel, and therefore to ensure their awareness of and adherence to evolving expectations. Accomplishing this, on at least a yearly basis, would be relatively easy. An assigned staff member could conduct a computer review and determine which members, if any, had gaps in their required policy updates. Given the significance to liability exposure as well as the intrinsic value of officer knowledge and Department expectations, a regular practice of ensuring that officers are reviewing new law and policy would be significantly beneficial to PAPD. RECOMMENDATION ONE: PAPD should develop written protocols to ensure that an audit is conducted at least annually of whether officers have acknowledged new laws and policy, and should instigate remedial measures for any officers who have not done so. 6 Case Two: Complainant Challenges Legality of his Detention for an Alleged Violation of Cycling Equipment Requirements Factual Overview: This case arose from correspondence by a member of the public to various city and Department officials regarding a stop that he considered to be unlawful. He was riding his bicycle on city streets at approximately 11:30 PM one evening when he was pulled over by a Palo Alto officer. When the officer asked him for identification, the man said he would provide it when the officer informed him of the violation that prompted the stop in the first place. What followed was an exchange that had a few different phases – all of them courteous but occasionally contentious on both sides. After producing a Vehicle Code section and receiving the man’s driver’s license in return, the officer did a records check on the cyclist and then told the man he was free to go. Nonetheless, the conversation continued for several more minutes; the man continued to question the legitimacy of the initial stop and the applicability of the specific “bicycle light” requirement that the officer had provided. The officer attempted to explain his thinking and offered further details that – depending on one’s perspective – either expanded upon or contradicted his initial explanation to the cyclist about the missing (and not legally required) rear light on the man’s bicycle. The man took the position that, based on the officer’s initial reference to rear lighting that was missing but not a necessity, the officer had detained him in unconstitutional fashion and violated his rights. The officer made several polite attempts to justify his decision-making, and retrieved some paper at the man’s request to write down the Vehicle Code section he had mentioned. The officer talked about more general lighting requirements that he asserted were applicable to the man’s bike equipment.2 And he mentioned the secondary motive of believing that the man was possibly a suspect whom he had been looking for in connection with recent property crimes. He also offered to summon a supervisor, though the cyclist declined. Eventually, some 15 minutes after the initial stop, the conversation seemed to reach an impasse and the officer excused himself. He did not cite the bicyclist for any infractions. A couple of days after the stop, the cyclist wrote the first of several emails to the officer and various local and state officials to describe his experience and to seek appropriate accountability for what he considered to be the officer’s various violations of law and policy. The Department 2 Another point of confusion and contention was the fact that the man was using a headlamp to satisfy the lighting requirement, rather than something affixed to the bicycle itself. The officer seems to have been mistaken about whether that was legally sufficient; a separate Vehicle Code provision adjacent to the specific one he cited provides for a headlamp as a suitable source of illumination. But there was also the factual question of whether the headlamp – even if acceptable as an alternative – was generating the required amount of visibility. This was another disputed issue between the parties. 7 eventually styled this as a formal complaint and opened an investigation. The review process included outreach to the cyclist and an invitation to be interviewed; however, he demurred, citing the sufficiency of his prior correspondence about the matter in conjunction with the video recording from the patrol car camera system. (There was, in fact, a recording that captured the encounter.) Outcome and Analysis: The investigation included a subject interview of the involved officer, some follow-up research into his claims about specific wanted individuals whom the officer believed may have been the cyclist (there was indeed corroboration), and some legal research about “mistakes of law” by police officers and their implications for the legality of detentions. Based on his assessment of these factors, the sergeant who conducted the investigation determined that the officer was “Exonerated,” meaning the actions occurred but were found to be proper. This assessment was supported by higher-ranking decision-makers, and a notification letter to that effect was sent to the complainant approximately three months after the incident. Having watched the video and reviewed the attendant documentation, we found the outcome to be reasonable and justified by the evidence in the case. Lieutenant Review The lieutenant who reviewed the investigation also prepared a memo that offered a broader analysis of the officer’s performance and made a couple of attendant recommendations for future improvement. These addressed the officer’s apparent uncertainty regarding the relevant Vehicle Code violation and some suggested guidance on effective communication with subjects who are challenging the justification of an enforcement action. The lieutenant also noted that the officer was slow to provide dispatch with information about his status during the stop – a safety issue that was unrelated to the complainant’s specific allegations but was nonetheless worthy of attention. We found these observations to be worthwhile, and their documentation to be a noteworthy enhancement to the Department’s process. In the past, PAPD’s managers have asserted to us that this kind of analysis has happened informally, and that issues outside the specific contours of allegation and result have indeed been identified and addressed. While we take them at their word, we also think there is a benefit to formalizing and capturing the good work by supervisors that happens in this regard. Accordingly, we are gratified by this development. And we would encourage the Department to take it one step further. To help ensure that good intentions and worthy insights translate into concrete accomplishments, PAPD should consider adding a brief memo to the file that, where applicable, describes the particular steps by which recommended counseling, training, or other steps are actualized. 8 RECOMMENDATION TWO: The Department expand its supervisorial “issue-spotting” protocol to include brief documentation regarding follow- through for, or completion of, identified action items. Justification for Stop As for the substance of the case, it raises interesting issues about enforcement strategies and effective interactions with the public. Here, the officer seemed to genuinely believe that he had a valid basis for stopping the cyclist because of deficiencies in lighting equipment. The cyclist, however, proved to be quite knowledgeable about the particulars of the Vehicle Code with regard to bicycles. The officer’s attempts to explain to the man became an uphill battle of sorts – particularly since the officer was apparently incorrect in some of his assertions. The officer started by mentioning the lack of a rear light. This is not required. Then he talked about the lack of an affixed front light – which is required, but for which an individually-worn headlamp is considered a potentially adequate substitute. Finally, the officer resorted to questioning whether the headlamp was on and/or provided the requisite amount of illumination, since he professed to have not noticed it when he saw the man ride across an intersection from a distance. Assuming this last fact to be both true and an underlying basis for the stop – and lacking a definitive reason to believe otherwise – this means that the stop was legitimate even if some of the officer’s specific legal premises were faulty. Nonetheless, the cyclist clearly (and with some justification) found these offerings to be insufficient, particularly as they combined with or substituted for each other as the discussion unfolded. Interestingly, the officer also conceded to the man that part of his motivation3 had been his belief that the cyclist was someone else – a wanted individual who was suspected of criminal activity. This was not only true (as established by later evidence) but a candid acknowledgement of a reality in policing: that “pre-text” stops often occur because of an underlying suspicion that more significant criminal activity may be discovered in the ensuing encounter. That these stops are legal is well-established. But they are also a recognized source of distrust and strained relations, particularly when they target minority individuals to a disproportionate extent. (The cyclist in this case was white.) Consequently, it is especially important that the technical justification for these stops be legitimate and well-founded in law. The officer’s mistakes here contributed to a dynamic of suspicion and resentment, though there is no evidence of bad faith. And the case highlights the need for ongoing evaluation – by PAPD and all agencies – of the fine line between praiseworthy pro-active enforcement and divisive selective enforcement. 3 The officer also mentioned that he didn’t want the bicyclist to endanger himself by riding in the dark without proper lights – trying to take the matter out of the realm of technicality and into an issue of rider safety. It seemed like a worthy point (if unpersuasive to the complainant). 9 Here, and to his credit, the officer took great pains to navigate the relevant sensitivities. He was unfailingly polite and accommodating in responding to the man’s various challenges. The detention itself was low-key and brief – the majority of the 15 minutes were spent in response to the cyclist’s own requests for information. And the officer was gracious in attempting to explain his mindset rather than shutting down or responding with hostility. These are significant mitigators in the overall evaluation of the encounter and its reasonableness. Notification Letter Given the above, it is unfortunate that attempts at outreach to the complainant were not more effective as a means of bridging whatever gaps this incident may have caused. It was not for want of trying on the part of PAPD during the investigative process itself. At the same time, though, our view is that the letter that was sent ultimately sent to the man, informing him of the outcome of the case, was something of a lost opportunity. This is because it took a terse and straightforward approach to notification. In just a few lines, it informed that man that the finding was “Exonerated,” with no effort to put that bottom-line result into the context of the thorough investigation and thoughtful review that occurred. This approach satisfies the letter of the law requiring correspondence. But in its brevity and lack of supporting detail, it probably offered little in the way of satisfaction – or even assurance that the complaint had been taken seriously in the first place. Many agencies take this minimalist approach, either out of defensiveness or worries about violating the confidential rights of officers – or both. But in many instances, there are plenty of allowable details that could be added to reflect the individual nature of the review and the basis for the decision. In this case, for the Department to have listed its investigative steps, acknowledged the officer’s misstatements, and explained its final resolution could have perhaps “moved the needle” a bit for the complainant in the direction of acceptance. We would encourage PAPD to take opportunities to “show its work” to the public where possible, while of course remaining appropriately conscious of the privacy rights of its personnel. RECOMMENDATION THREE: The Department should look for ways to enhance its notification letters to citizen complainants in an effort to promote transparency and greater confidence in its processes. 10 Case Three: Complainant Cites Officer Profanity in Challenging Her Son’s Treatment Factual Overview: This case involved a complaint from a woman who alleged that an officer had directed a profanity at her teenage son. The incident allegedly occurred in the context of a meeting with school officials over a disciplinary issue involving the young man (and at which the mother was not present). Some issues involving the student’s interactions with a peer had come to the attention of the school’s administration. It chose to address these concerns in the form of an intervention of sorts. The PAPD employee, who was assigned to the site as a “school resource officer,” was invited to a meeting, at which school officials hoped to impress upon the student that his actions were not appropriate and needed to stop. In attendance were two vice principals, a therapist familiar with the student, and the officer. At some point after the student was summoned into the room, the officer allegedly asked the student whether he regularly acted like “an asshole” in his dealings with women. The student later reported this to the school district and the Department, which initiated an investigation. Outcome and Analysis: The Department’s investigation was thorough but also straightforward: there was little to no dispute about the officer’s having used the profanity in the context of his interaction, as established by the consistent testimony of the percipient witnesses, the student complainant, and the officer himself.4 Accordingly, the issue became whether the action constituted an acceptable exception to the profanity policy that – at least as a technical matter – it clearly violated.5 The investigator analyzed this issue at some length in the case summary. He concluded that, in spite of his own subjective opinion that the officer had “acted appropriately” in using the profanity (as a tactic to make an impression on the student), the use of the word was objectively a 4 One of the five people in the meeting was on maternity leave and not available, but the investigator got formal statements from the others. One of the school administrators did not recall hearing the officer use the term at issue, but the others present were fairly consistent in their recollection. 5 An additional allegation emerged in the interview of the young man: he also said that the officer had “threatened” him with arrest in a way he considered inappropriate. This seems to have been a matter of interpretation or perception in terms of the manner in which the potential consequences of “student-on- student misconduct” were portrayed. This part of the case was deemed “unfounded.” 11 violation of the plain meaning of the profanity policy. The Department’s leadership agreed that the allegation was “sustained.” Profanity as “Tactic” This is a topic that is of some interest to us, and that we have visited on several occasions in these reports. To summarize, we have found that the use of profanity is common throughout law enforcement, and that different agencies approach it with differing degrees of consistency, rigidity, and concern. For better or worse, Palo Alto does has a policy prohibiting profanity, and our point has been simple over the years. We recognize that some circumstances exist in which formal discipline is not necessary in response to documented profanity (such as a “heat of the moment” episode, or as a calculated method to make an impression on a recalcitrant subject). In general, though, such language does not comport with the highest standards of police conduct – and can make an unwelcome impression on the general public. Therefore, and given the existence of the policy, the Department should at least consider the behavior when it arises and sanction it when the exception does not apply. Our concern in the past has been that – given the widely acknowledged latitude that exists for “real world” interactions – shrugging at profanity can easily devolve into the standard approach. The exception gradually swallows the rule through over-application. Accordingly, we have been gratified to see the Department address the conduct when it arises in the cases we review. In this case, we agree with the outcome and respectfully diverge from the investigator as to whether the choice of word was advisable in this context. To the officer’s credit – and as corroborated by the impressions of the administrators in attendance – the use of the word was neither gratuitous nor a reflection of lost composure. Instead, he claims to have used it strategically: to convey the seriousness of the issue and jolt the student into a recognition of the need to adjust behavior. And it was consistent with the idea animating the administrators’ request that the officer participate: that he would help set a firm tone in his enforcement capacity as a means of promoting the student’s receptivity. The proof, however, often turns out to be in the pudding. Part of the problem with deviations from standard professionalism is that they so easily become a basis for discrediting a larger interaction; that is what seems to have happened here. The name-calling became a distraction from the underlying behavioral issues, and gave the young man and his mother a legitimate basis for challenging the Department and the district rather than focusing on other concerns. With these principles in mind, we concur with the outcome of this case (as well as the appropriately mild consequence for the officer). And we encourage the Department to reinforce expectations about professionalism and the rare instances in which profanity should be deployed. 12 RECOMMENDATION FOUR: The Department should use this incident as a learning opportunity regarding its expectations and the circumstances in which “strategic” profanity can be problematic. Role of School Resource Officers This is the first case we can recall that involved a complaint against a PAPD officer who was assigned to a school. School Resource Officers (“SROs”) are deployed in different ways by different jurisdictions throughout the state. A few school districts (including Stockton, San Bernadino, and Los Angeles) have their own departments; more commonly, a district will contract with local law enforcement for a set number of officers that will serve on campuses as their regular assignment. While the presence of trained and equipped police professionals can be a reassuring response to issues of school security and violence, there is a growing interest in re-thinking the role of school police in light of different concerns. This movement recognizes that the presence of police is not something that all young people equate with safety, and that the criminalization of discipline issues or minor misconduct is problematic in its consequences. There is, therefore, more emphasis now on making sure that the roles of police on campus are defined properly, that officers recognize the unique challenges and opportunities of the environment, and that mentoring and education should be greater focal points than traditional enforcement. Our knowledge of the specific dynamics of SROs in Palo Alto is quite limited. But the idea of utilizing the police as one component of a “scared straight” intervention – with little advance planning or subsequent assessment – seems worthy of reconsideration. It puts the officer in the role of a threat to be avoided, rather than a constructive member of the school community. Here, it should be noted, the officer was attempting to meet the expectations of the school administration. If anything, though, this is all the more reason for the Department to recalibrate as needed and to collaborate more effectively with its district partners regarding expectations and optimal deployment strategies. RECOMMENDATION FIVE: The Department should evaluate the role of its SROs on the city’s campuses to ensure that it is comporting with contemporary best practices, and should clarify with school district leadership as needed. 13 Case Four: Officer Alleged to Have Used Unnecessary Force During Detention Factual Overview PAPD responded to several “911” calls from a residence with regard to a possible domestic violence situation. Two officers arrived at about the same time and went to the door. A male adult answered. The officers asked the female adult resident – who had made the calls – to come out of the house. Then, while Officer 1 continued to talk to the male while standing in the threshold of the front door of the residence, Officer 2 talked to the female outside in the walkway area. After several minutes, Officer 1 advised Officer 2 to switch places so that he could talk to the female. A third officer (Officer 3) arrived and was instructed by Officer 1 to assist Officer 2. Officer 3 walked past Officer 2, who was at the entry way of the residence interviewing the male, and went further inside the house. The male politely and repeatedly asked Officer 3 if he could move back from the interior of the house; Officer 3 said he would not do so. The male then told Officer 3 he wanted him out of his house; Officer 3 immediately grabbed the male and advised him he was detained. The male tensed his body as Officer 2 assisted Officer 3 in applying control holds to place the male in handcuffs. Officer 1 heard the struggle and also assisted with the handcuffing process. As the three officers struggled to handcuff the male, he was captured on tape complaining about his arrest and indicating his intent to sue the City of Palo Alto for their actions. After the handcuffs were locked, the male complained of pain and asked for the handcuffs to be loosened. Officer 2 initially said no, but some 30 minutes later, as the male sat in the back of the patrol car, Officer 3 loosened the handcuffs. The male was eventually arrested for domestic violence and resisting arrest and taken to Santa Clara County jail for booking. The male complained about the conduct of the officers, primarily the use of force against him, and the Department investigated the incident accordingly. Outcome and Analysis PAPD conducted an internal investigation accordingly and found the complainant’s allegations to be not proven. Investigative Issues 1. Body-worn camera not activated: PAPD Policy 446.4.1 REQUIRED ACTIVATION OF THE FIELD-BASED VIDEO SYSTEMS instructs officers to activate their video systems during all law enforcement contacts. 14 The rationale for the policy is so that the Department has an audio/video record of each contact that can be included as investigative evidence. Investigation into this incident soon revealed that Officer 2 did not activate the audio/video equipment during any part of the incident. As a result, the initial interview of the female was not captured on her audio/visual system, nor was the beginning of the interview with the male. While the investigation soon recognized that Officer 2 did not activate the audio/video equipment during the event, there were no questions asked during the administrative interview about the officer’s failure to do so. The second-level supervisor6 noted that she would have Officer 2’s supervisor review the audio/video policy with the officer to ensure that the officer knew when activation of audio/video equipment was required. There is no documentation in the file indicating whether such review occurred. When we raised the issue with PAPD, we were advised that the officer had received verbal counseling as a result of the failure to activate. PAPD indicated that it was handled that way because there was no evidence of prior inactivation failures and the absence of the footage did not prejudice the administrative investigation. We acknowledge that the absence of the footage may not have prejudiced the administrative investigation (since Officer 3 had activated his body- worn camera and thereby captured the relevant encounter). However, the failure of the officer to activate the audio meant, as noted above, that the initial interview of the spouse and the beginning of the interview that Officer 2 had with the male was not recorded, resulting in important information for the underlying criminal investigation not being captured. 2. Supervisor not called to scene: PAPD Policy 300.5.1 NOTIFICATION TO SUPERVISORS states in relevant part: Supervisory notification shall be made as soon as practicable following the application of force in any of the following circumstances: (d) The individual indicates intent to pursue litigation. It is clear from PAPD policy that once the on-scene officers heard the male exclaim his intent to pursue litigation, it was incumbent upon them to make supervisory notification. Yet there is no indication that they took this step; instead, the officers simply continued with the domestic violence investigation. As a result, no supervisor was ever called to the scene.7 6 As discussed above, the new PAPD protocol requires a holistic review of any complaint investigation by a higher-ranking supervisor than the original investigator. 7 The policy also requires supervisory notification when the application of force “would lead a reasonable officer to conclude that the individual may have experienced more than momentary discomfort” or when the individual “subjected to the force complained of injury or continuing pain.” These two situations provide additional bases for timely notifying a supervisor of the application of force in this case. 15 The rationale for the policy is so that a non-involved supervisor can respond and interview the complainant about the use of force and that the Department can immediately begin a use of force investigation. In this case, the male was not interviewed on scene or when he was booked at the jail about the incident. In fact, it was not until the male filed an on-line complaint 2 ½ weeks later that PAPD arranged to interview him about the use of force, and the actual interview was not accomplished until six weeks after the incident. Had the on-scene officers followed policy, a supervisor could have interviewed the arrestee on the date of the incident as opposed to hearing from him weeks later. There is no discussion or analysis of this apparent violation of policy in the internal investigative memorandum. The only reference is a recommendation by the second-level reviewing supervisor that the involved officers be debriefed and provided training by a supervisor or manager regarding timely notifications to supervisors when a subject states their intention to file a lawsuit against an officer or the Department. There is no contemporaneous documentation of this in the file of this matter; however, we have been advised that the involved officers were, in fact, debriefed about this policy requirement. While it is heartening that the second-level supervisor recognized the issue and addressed it informally, it would have been highly preferable for there to be some discussion and analysis within the case file of both the policy and the failure of the on-scene officers to recognize and follow it. More significantly, the officers were not asked about their decision-making and failure to call a supervisor to the scene when they were interviewed. And finally, while the recommendation was sound and a reasonable way to handle the transgression, documentation should have been prepared indicating that the recommended debriefing session did, in fact, occur.8 RECOMMENDATION SIX: PAPD should interview subject officers about all potential violations of policy, not just ones identified by the complainant. RECOMMENDATION SEVEN: PAPD should include discussion about all potential violations of policy within their complaint memoranda, not just ones identified by the complainant. RECOMMENDATION EIGHT: PAPD should memorialize in writing any responsive non-disciplinary action (such as debriefings or training) that results from administrative review and should add this documentation to the complaint file. 8 This observation – and the below recommendation that accompanies it – echoes a similar discussion from Case Two, above. (See pp. 6-7.) This reflects our initial exposure to the new protocol for further scrutiny that the Department has implemented and that we endorse (with this suggested modification for strengthening it). 16 3. Key civilian witness not interviewed: One key witness that was not interviewed by PAPD was the spouse of the complainant. While she did not see the initial encounter, she was able to view the continuing struggle between her husband and PAPD officers as they placed him into handcuffs. She is even captured on the body camera video and referenced in the police report as telling her husband to “calm down”. Despite her presence as a witness, the spouse was not interviewed during the internal investigation. Nor was there any information in the investigative reports of any effort to contact her and request an interview. When civilians are witnesses to a use of force, it is incumbent upon law enforcement agencies to interview them to gain a full picture and all perspectives of the event. RECOMMENDATION NINE: PAPD should ensure that all witnesses to a use of force are interviewed during any subsequent complaint investigation. Review Issues 1. Additional Issues identified during PAPD review process a. Explaining the detention process. PAPD’s second level reviewer concluded that during the handcuffing of the male subject and immediately afterwards, he may not have understood why he was being handcuffed. The reviewer opined that it might have helped for the officers to clarify to the man that he was being detained and placed in the back of the patrol car so that officers could safely continue the investigation. While this issue was commendably identified, the memorandum contains no recommendation about how to address this issue with the officers. We have been informed that the issue was addressed with the officers. Again, though, we reiterate the importance of both memorializing the written recommendation and of documenting any remedial action taken. b. Checking and Loosening Handcuffs. The second-level reviewer also recommended that the involved officers be debriefed and provided training by a supervisor or manager regarding when it is appropriate to check and/or to loosen handcuffs. In this case, soon after he was handcuffed the male asked if they could loosen his handcuffs, and Officer 1 advised that they would do so when they got outside. The male was searched and seated in the back of a patrol vehicle, at which time he again asked, “could you please loosen up my wrist?” Instead, Officer 2 said “no” and Officer 1 closed the patrol car door. Over 30 minutes later, when Officer 3 was obtaining contact information from the male and explaining the charges he was being arrested for, the male asked for the third time if the officers could loosen the handcuff, and Officer 3 then did so. Because there is no explanation about why the second level reviewer recommended a debriefing on the appropriate time to loosen handcuffs, one is left to infer that PAPD found that it would 17 have been preferable to have checked and loosened the handcuffs earlier in the sequence instead of waiting over 30 minutes to do so. Again, there is no record as to whether the debriefing occurred, but we were informed that it did so. As with the other training and debriefing issues discussed herein, it is important to document when such activity occurred and include such memorialization with the force investigation file. 2. Actions Precipitating the Use of Force As noted above, PAPD determined that the use of force was within policy based on its review of the evidence. However, the following was not considered in the Department’s analysis: a. Whether the male could request the officer to leave his residence. As noted above, during the encounter with the male, Officer 1 and then Officer 2 talked with the male in the threshold of his residence. While the officers did not ask and the male did not audibly consent, his inactions could be interpreted as implied consent for the officers to remain in the threshold of his residence and speak to him. When Officer 3 arrived, he moved further into the interior of the house. The male twice asked Officer 3 to move back to the threshold area of the house, and when Officer 3 expressed that he would not do so, the male then asked him to leave the house. When that request was given, Officer 3 reached out and grabbed the male and the resulting force ensued. What was not considered in PAPD’s analysis was whether the male had the right to request (or even demand) that responding officers leave his residence. There was no apparent exigency articulated or expressed by the officers that required them to enter the residence, and the implied consent he had given initially for the officers to be in the threshold could arguably have been withdrawn – which is what the male was apparently endeavoring to do. If the officers felt the need to continue to talk with the male or physically detain him, they could have asked him to come out of the residence before immediately going hands on. The Fourth Amendment rights and implications granted to the “people to be secure in their houses” was not considered in evaluating Officer 3’s conduct. b. The articulated basis for going hands on is not supported by the other evidence. In his report, Officer 3 wrote that he made the following observations when he went into the house to join Officer 2: • A fresh hole in the wall • Several items that had been broken • Numerous pieces of martial arts training equipment The officer wrote that based on what he observed and the fact that the investigation involved domestic violence, he repositioned himself past the male and Officer 2. The officer wrote that the male became increasingly irate and told the officer he did not want him in his residence. The officer wrote that the male proceeded to clench both fists and again told him to leave his residence. The officer wrote that, based on fearing that the male’s anger would escalate to a physical confrontation, he advised the male that he was detained and that he was going to be 18 placed in handcuffs. The officer wrote that upon grabbing the male’s left arm, the male began resisting and attempting to pull away. The initial observations of the residence documented by Officer 3 appear to be an effort to identify reasons for his concern about the male and his ultimate decision to go hands on. However, the martial arts training equipment that Officer 3 wrote about was, in fact, a martial arts outfit for the young juvenile who was in the house. Most significantly, Officer 2 was in a position to make the same observations and had not felt the need to go further into the house. And neither Officer 1 nor Officer 2, who had spent some amount of time dealing with the male, had felt the need to pat him down or place him in restraints. The video evidence from the body-worn camera does not corroborate the information in Officer 3’s police report that the male clenched his fists as he got angry and ordered him out of his house prior to the officer going hands on. Instead, any evidence of fists being clenched occurred after Officer 3 goes hands on. Nor does Officer 2 corroborate the assertion that supposedly was the basis for Officer 3’s actions. And, most significantly, the tenor of the officer’s narrative does not correspond to a transcript of the actual conversation between the male and Officer 3 prior to the initiation of the use of force. The video unfolds as follows: Officer 3 approaches residence and Officer 1 is interviewing the female outside on the walkway to the residence. Officer 1 asks Officer 3 if he could stick with Officer 2 and advises him that there are two kids whom Officer 1 needs to talk to in a minute.9 Officer 3 then goes to foyer area of door where Officer 2 is standing and interviewing the seated male who is in the process of admitting to throwing things around and that he probably caused the hole in the wall. Officer 3 walks past Officer 2 into the house. From there, the following exchange occurs: Officer 3: Hey, how you doing? Male: All right, can you please not walk inside? Officer 3: Well, I can’t not, not walk inside, so. Male: I don’t want you guys here in the first place. Officer 3: I know you don’t want us here, but we are conducting an investigation. Male: I understand but this is my property, so if you could please just respect my wishes. Officer 3: I will respect your wishes by not walking in there, but Male: I’m not in the best of moods. Officer 3: I totally understand that. 9 A juvenile son and daughter of the couple were present in the residence during the actions that led to the 911 calls. 19 Male: So, I would appreciate it if you would please move over there closer to the door. Officer 3: Not gonna’ happen. Male: OK, I would like you to leave my house. Officer 3 then says: “all right,” immediately reaches to grab the male’s upper arm and then says: “you are detained.” From there, the use of force and struggle commences. In spite of Officer 3’s written characterization, the body camera audio/video of the interaction prior to the use of force does not depict a male growing increasingly “irate” and clenching his fists and presenting a potential security risk. In fact, the male is quite courteous in asking the officer to “please” not walk into his house and then again to “please” move closer to the door. It is only after the officer says that it’s “not gonna’ happen”, that the male says “he would like” the officer to leave his house. And that is when the officer grabs the male and the force ensues. The most apparent inference to be drawn from the video recording itself is that Officer 3 grabs the male because he interprets the man’s direction that he leave – which only occurred when initial requests that the officer move to the foyer where his partner had been positioned were rejected – as constituting a bothersome challenge to his authority. Moreover, to the degree that the male appeared to become increasingly frustrated about Officer 3, the escalation appears to be a function of the officer’s failure to consider other strategies for handling the situation. Based on the situation, there does not appear to be any apparent security need for Officer 3 to insist on staying where he was and could have considered the male’s reasonable requests.10 An important tactical principle increasingly taught and emphasized in modern day policing is that officers should always attempt to use de-escalation when feasible to avoid getting into use of force incidents. In this case, Officers 1 and 2 had been able to effectively conduct a domestic violence investigation without any perceived need to search or handcuff either party and the investigation was proceeding well. When Officer 3 arrived, the male was seated quietly on a bench and in the process of admitting to Officer 2 that he had earlier been throwing objects around the house, causing a small hole in the wall. Then, within seconds of his arrival, Officer 3’s interactions with the male led to Officer 3 going hands on and resulted in a use of force. Instead of relying on his own observations made within seconds of entering the house, Officer 3 could have benefited from taking the lead from Officer 2, who by then had engaged with both the female and the male in the house. Officer 3 could have taken a “backup” role and allowed the conversation between Officer 2 and the male to continue, given that it was seemingly going well 10 But the difference between the perceptions of Officer 3 as detailed in his report and the apparent dynamic in the room as depicted by the audio/video evidence at least merited further attention during the interview of the officer and in PAPD’s analysis. 20 and being productive. Instead, by becoming the center of attention, Officer 3 interrupted the interview and began a level of escalation that resulted in the use of force by all three officers. From a review of the incident, it appears likely that the patrol response in this case could have been effectively accomplished without any use of force had Officer 3 not responded to the call in the way he did. It was incumbent upon PAPD in its review not only to determine whether the use of force was “reasonable” but whether it was the officer’s poor tactical communications that contributed to the use of force incident from occurring. That did not happen in this case, insofar as the analysis regarding the reasonableness of the force focuses more narrowly on the officers’ actions after the arm is grabbed and the male pulls away. PAPD’s analysis did not discuss whether Officer 3’s approach with the male’s was consistent with the agency’s focus on de-escalation techniques. There is a reference by the second reviewer that the officers could benefit from debriefing and training on tactical communications – but with no analysis or explanation why the reviewer believed such training would be beneficial. When such a recommendation is made, it would be helpful for the reviewer to include some analysis or rationale for making the recommendation. RECOMMENDATION TEN: PAPD’s use of force analysis should include an assessment of whether the involved officers effectively used de- escalation techniques when feasible, and/or or whether their communications contributed to an escalation requiring force. RECOMMENDATION ELEVEN: PAPD should include some analysis or discussion about the rationale for any reviewer’s recommendation regarding training or debriefing in tactical communications. 3. Complainant not advised of concerns identified during the investigation California state law requires that when a complaint is filed alleging police misconduct, agencies are required to conduct an investigation and, upon completion, advise the complainant in writing of the disposition of the complaint. PAPD policy provides additional guidance on the notification requirement: 328.6.1 NOTIFICATION OF DISPOSITION The complainant and/or victim will be notified in writing of the disposition of the investigation and the actions taken to remedy or address the circumstances giving rise to the complaint. In this case, after the investigation was closed, the complainant received a letter indicating that all of his allegations (standards of conduct, false reporting, unreasonable force, discourteous conduct, conduct unbecoming of an officer) were either unfounded or exonerated. The complainant was not advised of other issues identified during the investigation (Officer 2’s failure to activate body camera, tactical communications, failure to timely notify supervisor when complaint indicates intent to file litigation, appropriate time to loosen handcuffs). As a 21 result, the complaint letter provides the complainant the inaccurate impression that all of the performance by the responding officers was consistent with Department expectations. Other agencies do not limit their complaint letters to the particular allegations made by the complainant, knowing full well the complainant may not be aware of all nuances of PAPD policy. Instead the agency speaks to “actions taken to remedy or address the circumstances giving rise to complaint.” For example, instead of going into the specific additional performance issues, PAPD could have advised the complainant: During our investigation, we identified other performance issues by the responding officers and undertook appropriate action to address them. By bringing this matter to our attention, you provided us the opportunity for that review and to improve our officer’s performance accordingly. This type of more holistic closing letter provides the complainant better understanding that the agency took his complaint seriously and actually uncovered issues worthy of intervention. Instead of a form letter that leaves an impression that the Department found “nothing to see here” and merely ushered the matter along, it provides an acknowledgement that potential for improvement is pursued and addressed more broadly, and that the agency identified opportunities for that improvement as a consequence of the complaint. RECOMMENDATION TWELVE: PAPD should consider revising its complaint notification letters to convey its identification and resolution of any issues beyond the allegations raised by complainant. City of Palo Alto (ID # 11399) City Council Staff Report Report Type: Informational Report Meeting Date: 6/22/2020 City of Palo Alto Page 1 Summary Title: Plan Bay Area 2050 and 6th Cycle RHNA Update Title: Plan Bay Area 2050 and 6th Cycle Regional Housing Needs Allocation Update From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council receive this informational report on the Plan Bay Area 2050 regional planning process and on the State 6th Cycle Regional Housing Needs Allocation (RHNA) process. Executive Summary This report provides an overview of and update on the Plan Bay Area 2050 process and the State 6th Cycle Regional Housing Needs Allocation (RHNA) process, including information on: • Status and associated timelines • Opportunities for public comment and participation • Recent City staff coordination with the Association of Bay Area Governments/Metropolitan Transportation Commission staff (MTC/ABAG staff) • Anticipated next steps. City staff will continue to follow the preparation of Plan Bay Area 2050, the 6th Cycle RHNA, and keep City Council and the PTC abreast of these regional planning initiatives. The Plan Bay Area 2050 Draft Blueprint will be released for public comment in Summer 2020, currently scheduled for July 2020 and running through August 2020. Staff will continue to coordinate with MTC/ABAG staff regarding the growth geographies used for Plan Bay Area 2050 and host a study session for the Planning and Transportation Commission (PTC) in July. Staff anticipates scheduling a discussion before City Council in August. Background Plan Bay Area 20401 is the San Francisco Bay Area regional transportation plan and the 1 Plan Bay Area 2040 website: http://2040.planbayarea.org/ City of Palo Alto Page 2 sustainable communities strategy. Senate Bill 375 (2008)2 requires each metropolitan planning organization in California adopt a sustainable communities strategy in conjunction with their regional transportation plan3 in order to achieve greenhouse gas emission reduction targets established by the California Air Resources Board. The San Francisco Bay Area has the Association of Bay Area Governments (ABAG) as the metropolitan planning organization and the Metropolitan Transportation Commission (MTC) as the regional transportation agency. The regional transportation plan and the sustainable communities strategy require periodic updates and MTC/ABAG are currently undertaking this update process, called Plan Bay Area 2050.4 Plan Bay Area 2050 will outline the strategies for regional growth and investment through the year 2050. Plan Bay Area 2050 focuses on four key issues—the economy, the environment, housing and transportation. It proposes to identify pathways to promote equity for residents and greater regional resiliency. As with Plan Bay Area 2040, Plan Bay Area 2050 will pinpoint policies and infrastructure investments necessary to advance the identified goals of a more affordable, connected, diverse, healthy and vibrant Bay Area. However, Plan Bay Area 2050 does not change local policies; cities and counties retain all local land use authority. The Plan Bay Area 2050 phases, timelines, and milestones5 include the following milestones, which are subject to change: • Spring/Summer 2020 - Analyze the Draft Blueprint and hold workshops6 with the public to seek feedback on the strategies and their potential outcomes for the region. • Summer 2020 - Make refinements to the strategies included in the Draft Blueprint based on feedback and analyze the Final Blueprint. • Fall 2020 - Seek adoption from the MTC and ABAG Executive Board of the Final Blueprint as the Preferred Alternative for moving forward for environmental analysis purposes. • Spring 2021 – Release of Draft Environmental Impact Report, Draft Plan Bay Area 2050, and Draft Implementation Plan. • Fall 2021 – Adoption of a Final Environmental Impact Report, Final Plan Bay Area 2050, and Final Implementation Plan. 2 Institute for Local Government SB 375 Resource Center website: https://www.ca-ilg.org/sb-375-resource-center 3 California Transportation Commission Regional Transportation Plan (RTP) Guidelines: https://catc.ca.gov/programs/transportation-planning 4 Plan Bay Area 2050 website: https://www.planbayarea.org/ 5 Plan Bay Area Key Phases and Key Milestones websites: https://www.planbayarea.org/about/key-phases-plan- bay-area-2050; https://www.planbayarea.org/sites/default/files/pdfs_referenced/Horizon- Plan_Bay_Area_2050_timeline_5-18-20.pdf; https://www.planbayarea.org/2050-plan/plan-bay-area-2050- blueprint 6 These workshops and other public engagement opportunities will be provided in a manner consistent with COVID-19 State and County Orders and will have significant digital/online components. City of Palo Alto Page 3 MTC/ABAG staff requested direction and received approval in February 2020 to test the 25 strategies outlined in the Draft Blueprint and see how close the strategies could bring the region toward meeting critical regional goals for transportation, environment, economy, and housing.7,8 The 25 strategies were organized into nine (9) major objectives with an equity lens (Figure 1). Figure 1: Organization of Regional Strategies in the Draft Blueprint for Plan Bay Area 2050 (February 2020): MTC/ABAG staff noted that it was possible to add additional strategies after further collaboration with partner agencies. Since February 2020, MTC/ABAG staff studied the initially presented 25 strategies in more detail and identified that some were high performing toward promoting equity in the region. MTC/ABAG staff have also added a few new strategies for consideration, including some pertaining to the influence of COVID-19. For example, MTC/ABAG staff added a new strategy for consideration that focuses on acceleration of transit service restoration to 2019 levels while enhancing system integration to achieve greater efficiencies and improved connectivity. As part of the Draft Blueprint study and preparation, MTC/ABAG staff are continuing to overlay the strategies upon growth geographies.9 These geographies include Priority Development Areas (PDAs), Priority Production Areas (PPAs), and Priority Conservation Areas (PCAs). ABAG and MTC also gave strong support for focusing housing in additional geographies. These are 7 February 14, 2020 Joint MTC Planning Committee with the ABAG Administrative Committee Agenda Item 5b Plan Bay Area 2050: Draft Blueprint – Strategies staff memo and staff presentation: https://www.planbayarea.org/sites/default/files/pdfs_referenced/Strategies_for_Plan_Bay_Area_2050_Blueprint- Feb_2020_Memo_and_Attachement_B.pdf; https://www.planbayarea.org/sites/default/files/pdfs_referenced/Strategies_for_Plan_Bay_Area_2050_Blueprint- Feb_2020_MTC_Commission_Presentation.pdf 8 Plan Bay Area 2050: Draft Blueprint Fact Sheet (February 2020): https://www.planbayarea.org/sites/default/files/pdfs_referenced/PBA50_DraftBlueprint_FAQ_Booklet.pdf 9 Plan Bay Area 2050 Draft Blueprint: Proposed Growth Geographies Map (February 2020): https://www.planbayarea.org/sites/default/files/pdfs_referenced/Proposed_Draft_Blueprint_Geographies.pdf City of Palo Alto Page 4 referred to as Transit Rich Areas (TRAs) and High Resource Areas (HRAs), including TRAs and HRAs that are outside of locally nominated PDAs. This would advance a growth pattern that spreads the responsibility for meeting the region’s housing needs, advancing equity goals. In February 2020, ABAG and MTC also approved pursuit of a second call for more PDA geographies from Bay Area jurisdictions by May 31, 2020.10 The Discussion section of this report provides specifics on Palo Alto’s PDAs and recent action. The interactive growth geographies map11 may be updated to incorporate recent action by local jurisdictions to adopt new and/or expanded PDAs. These growth geographies may be further amended following further analysis, in conjunction with adoption of the Final Plan Bay Area 2050. As part of the Draft Blueprint study and preparation, MTC/ABAG staff are working to outline three fiscally constrained versions of the Blueprint and include different portions of the strategies within them. Any of the three versions below might be the one chosen to move forward in Fall 2020, depending upon how aspirational ABAG and MTC will be: (1) Blueprint Basic: Includes available revenues from the needs and revenue assessments but does not include new revenues from future regional measures. (2) Blueprint Plus Crossing: Includes available revenues from needs and revenue assessments as well as new revenues for transportation, housing, economic development, and environmental resilience, with a key focus of new transportation monies being for a new trans-bay rail crossing. (3) Blueprint Plus Fix It First: Includes available revenues from needs and revenue assessments as well as new revenues for transportation, housing, economic development, and environmental resilience, with a key focus of new transportation monies being for system maintenance. On May 8, 2020, MTC/ABAG staff presented a report to ABAG and MTC on the potential regional impacts from the COVID-19 pandemic and the 2020 recession.12 MTC/ABAG staff noted anticipated impacts would primarily affect the early years of Plan Bay Area 2050 due to a rapid change in baseline economic conditions. Additionally, some anticipated impacts, such as the potential for long-term growth in telecommuting, could present ripple effects in the years and decades ahead. MTC/ABAG staff noted that the recently completed Horizon initiative explored strategies for an uncertain future, and four key takeaways are listed below: (1) Transportation. The current crisis may present opportunities to reinvent our transit system, leveraging strategies to create more seamless and more equitable mobility 10 ABAG Final Call for PDAs website: https://abag.ca.gov/news/final-call-pdas-open-through-may-31-2020 11 Plan Bay Area 2050: DRAFT Blueprint Growth Geographies for Study interactive website https://mtc.maps.arcgis.com/apps/webappviewer/index.html?id=9cf8663fabf4478788312de1bcc2977c 12 May 8, 2020 Joint MTC Planning Committee with the ABAG Administrative Committee Meeting Agenda and Video Recording: https://mtc.ca.gov/whats-happening/meetings/meetings-archive/joint-mtc-planning-committee- abag-administrative-43 City of Palo Alto Page 5 options through integrated fares, means-based fares, and more. (2) Housing. Many of the housing strategies being explored in the Draft Blueprint are low- or no-cost; these include redevelopment of aging malls into mixed-use developments, enabling more growth in walkable places across the Bay Area, and strengthening renter protections to reduce displacement risk. (3) Economy. Strategies explored early in the Horizon process related to workforce development, construction training, universal basic income, and more may be ripe for further discussion in the current context, which is significantly different than in recent years of economic prosperity. (4) Environment. Low-cost “quick-build” investments – such as home retrofits, wetland restoration projects, or land acquisition – cost a fraction of traditional infrastructure projects; these investments featured in the Draft Blueprint can serve as critical short- term priorities for stimulus and job creation.”13 Regional Housing Needs Allocation Process The preparation of Plan Bay Area 2050 is distinct from the regional housing needs allocation (RHNA) process. While Plan Bay Area focuses on growth and development over a 30-year time horizon, RHNA focuses on an 8-year period. However, the two planning processes are occurring in parallel with the expectation for consistency between this two efforts. See Figure 2 for the current comparison of key milestones for Plan Bay Area 2050, RHNA, and forthcoming Housing Element update processes. 13 June 5, 2020 Plan Bay Area 2050 newsletter: https://content.govdelivery.com/accounts/CAMTC/bulletins/28f234a City of Palo Alto Page 6 Figure 2: ABAG 2023-2031 RHNA and Plan Bay Area 2050 Key Milestones: Since 1969, the State of California has required local governments to adequately plan to meet the housing needs in their communities through their Housing Elements, which are required to be updated on a set schedule. The RHNA process is part of the state housing element law used to determine the number of new homes, and the affordability levels of those homes, local governments must plan and zone for in their Housing Elements. The State Department of Housing and Community Development (HCD) first determines each region’s housing need by income level for a projection period, which is from June 30, 2022 through December 15, 2030 for this current sixth cycle of RHNA. HCD signaled it will release the regional housing needs determination in Summer 2020. ABAG is then responsible for allocating the HCD determination amongst San Francisco Bay Area’s cities and counties. Toward the goal of distributing the HCD determination, ABAG convened a housing methodology committee in October 2019.14 The committee is currently evaluating potential methodologies by which ABAG could allocate what is an anticipated increase in housing unit numbers amongst Bay Area jurisdictions. ABAG staff created an interactive website to assist the committee and 14 ABAG Regional Housing Needs Allocation (RHNA) Housing Methodology Committee Roster: https://abag.ca.gov/sites/default/files/hmc_roster_january_2020_0.pdf City of Palo Alto Page 7 members of the public in visualizing the differing methodologies.15 At its first few meetings, the committee explored creation of various options for what might be their preferred RHNA housing unit allocation methodology based upon a series of factors, such as proximity to jobs, jobs-housing balance, proximity to projected future jobs, and presence of natural hazards (Attachment A).16, Figure 3 shows a summary of the factors and weighting for the top three methodology options created from these past committee meetings. Figure 3: Summary of Factors and Weights for Top Three Methodology Options17 At its May meeting, the committee considered factors for identifying the preferred income allocation methodology (Attachment B) and the metrics that HCD may utilize to determine whether the RHNA methodology furthers the objectives identified in housing element law 15 Visualization Tool for Exploring Factor Weighting and Allocation Outcomes interactive website: https://rhna- factors.mtcanalytics.org/ 16 April 27, 2020 Housing Methodology Committee discussion summary, including a summary of the Committee- developed initial RHNA methodology options: https://abag.ca.gov/sites/default/files/hmc_rhna_methodology_update_april2020.pdf 17 Explanation of Potential Methodology Factors website: https://rhna- factors.mtcanalytics.org/data/RHNA_tool_factors_overview.pdf City of Palo Alto Page 8 (Attachment C). Discussion included ways for the forthcoming RHNA allocation to not create displacement through gentrification. No decisions or recommendations have been made to date; the housing methodology committee will continue its work at monthly meetings on the preferred RHNA housing unit allocation methodology option, the preferred income allocation methodology, and use of the HCD metrics to evaluate the preferred RHNA methodology. Meetings in June and July 2020 are likely to include discussions on how to achieve consistency between RHNA and Plan Bay Area 2050, including any potential use of the Plan Bay Area Draft and Final Blueprint as the baseline input for the RHNA methodology and/or utilization of further modified RHNA methodology factors and weights. Summaries of past committee discussions and the agenda for the next June 19, 2020 meeting can be found on the committee’s website.18 Staff anticipates that the committee and ABAG will propose a draft RHNA methodology in Fall 2020 and the RHNA methodology for HCD consideration in Winter 2021. Cities and counties can then anticipate the release of the draft RHNA numbers for local jurisdictions in Spring 2021, City and public appeals of the draft RHNA numbers in Summer 2021, and final RHNA numbers in Winter 2021. The final RHNA housing unit numbers for local jurisdictions are key inputs into forthcoming Housing Element update processes for each city and county in the region. Discussion The City of Palo Alto responded to MTC/ABAG’s first call to update the growth geographies in January 2020.19 Palo Alto City Council adopted two new Priority Conservation Areas (PCAs) – the Baylands PCA and the Foothills PCA – and the new Downtown Priority Development Area (PDA). Palo Alto previously adopted the California Avenue PDA. Both PDAs are viewable on the growth geographies interactive website.20 Other cities and counties responded to MTC/ABAG’s second call for local adoption of PDAs, the deadline for which was May 31, 2020. Palo Alto did not participate in this second call, as the City had already participated in and responded to the first call as described above. City staff members have been coordinating with MTC/ABAG staff regarding the local mapping of the growth geographies, including Transit Rich Areas (TRAs) and High Resource Areas (HRAs) in order to understand the mapping methodology and to ensure local accuracy. Staff posed questions regarding the accuracy of transit frequency; the influence of barriers, such as railroad tracks, on actual access to transit stations and transit stops; the interplay of local historic districts, open space area and scenic corridors; confirmation of accurate jurisdiction boundaries; and, other topics. City staff will continue to coordinate with MTC/ABAG on the growth geographies. 18 ABAG Regional Housing Needs Allocation (RHNA) Housing Methodology Committee website: https://abag.ca.gov/our-work/housing/rhna-regional-housing-needs-allocation/housing-methodology-committee 19 January 13, 2020 Council Staff Report on PDAs and PCAs: https://www.cityofpaloalto.org/civicax/filebank/documents/74728 20 Plan Bay Area 2050: DRAFT Blueprint Growth Geographies for Study interactive website https://mtc.maps.arcgis.com/apps/webappviewer/index.html?id=9cf8663fabf4478788312de1bcc2977c City of Palo Alto Page 9 City staff also seek regular updates from MTC/ABAG staff regarding (a) how the growth geographies will be used for Plan Bay Area 2050 and (b) if/how Plan Bay Area 2050 would have any overlap with RHNA. Some potential overlaps could include the following: • A City’s RHNA cannot be higher than the growth projected in Plan Bay Area 2050, although this cap is unlikely to come into effect because Plan Bay Area is a 30-year horizon document and Housing Elements are eight-year horizon documents. • The ABAG housing methodology committee might decide to use the Plan Bay Area 2050 growth geographies as a basis for its suggested methodology for allocating the HCD RHNA determination. The committee might also use the growth geographies in combination with other factors. The RHNA methodology must be “consistent” with Plan Bay Area. • Plan Bay Area 2050 will affect the region’s RHNA, however, the extent of the influence will be determined in coming months. As mentioned earlier, MTC/ABAG staff look forward to releasing the Draft Blueprint for public comment in Summer 2020, currently scheduled for July 2020 and running through August 2020. The release will include the results of MTC/ABAG staff studies of the strategies. Associated workshops and other public engagement opportunities will be provided in a manner consistent with COVID-19 State and County Orders. Significant digital and online components are planned. Opportunities include participation in ongoing Regional Advisory Working Group and other public meetings, ongoing webinars, large telephone polls, a series of video presentations, a large online summit, and also non-digital options for those with limited internet access, such as telephone town halls. MTC/ABAG staff anticipate that these approaches will increase the ability for the public to participate above and beyond traditional in-person only engagement processes. Regional Housing Needs Allocation (RHNA) While the San Francisco Bay Area has not yet received the HCD determination, ABAG and the housing methodology committee are actively working under the assumption that the region could receive an HCD determination of approximately three times the housing units received in the previous RHNA cycle. Palo Alto received 1,988 housing units as its local share of the previous fifth cycle RHNA. At the end of 2019, Palo Alto had issued building permits for 554 of those housing units. All of the housing methodology committee meetings are open to the public and feature a public inquiry and comment period. City staff attend the committee meetings and are in contact with the ABAG RHNA staff. ABAG RHNA staff recently announced that they will schedule a meeting in the near term for local jurisdiction’s elected and appointed officials. The meeting is to update attendees on the work of the committee, ABAG coordination with HCD, and other topics. Consistent with recommended best planning practice, staff will also host a study session for the City of Palo Alto Page 10 Planning and Transportation Commission (PTC) in July. The study session could cover many topics, including Plan Bay Area 2050, draft estimates of the City’s possible share of the 6th Cycle RHNA through use of the housing methodology committee’s visualization tool, and changes to state housing law and other inputs into what will be a detailed forthcoming Housing Element update process. Following PTC input, staff will coordinate a response to the housing methodology committee and will schedule discussion in August before the City Council. As noted earlier, staff anticipates that the Committee and ABAG will propose a draft RHNA methodology in Fall 2020 and the RHNA methodology for HCD consideration in Winter 2021. Cities and counties can then anticipate the release of the draft RHNA numbers for local jurisdictions in Spring 2021, City and public appeals of the draft RHNA numbers in Summer 2021, and final RHNA numbers in Winter 2021. Timeline, Resource Impact, Policy Implications City staff will continue to follow the preparation of Plan Bay Area 2050, the State’s 6th Cycle RHNA, and keep City Council and the PTC abreast of these regional planning initiatives. Staff will continue to implement the current Housing Work Plan. Staff is also in the process of securing grant funding from HCD and preparing a scoping and work program for the forthcoming Housing Element process. Stakeholder Engagement ABAG and MTC provide opportunities for members of the public to remain informed about regional planning initiatives.21,22 The following regular meetings may be of interest, alongside the associated agendas, staff memos, staff presentations, and video recordings:23,24,25 • Plan Bay Area 2050 Regional Advisory Working Group • Joint MTC Planning Committee with the ABAG Administrative Committee • ABAG Regional Housing Needs Allocation (RHNA) Housing Methodology Committee • ABAG Regional Planning Committee. Environmental Review This is an informational report and not subject to the California Environmental Quality Act. Attachments: • Attachment A: April 27, 2020 Housing Methodology Committee Initial RHNA Methodology Options 21 Plan Bay Area 2050 Mailing List Subscription website: https://www.planbayarea.org/your-part/mailing-list 22 Regional Housing Needs Allocation (RHNA) Mailing List Subscription website: https://abag.ca.gov/our- work/housing/rhna-regional-housing-needs-allocation/sign-rhna-mailing-list 23 Plan Bay Area 2050 Meetings and Events website: https://www.planbayarea.org/meetings-and-events#all 24 ABAG Regional Housing Needs Allocation (RHNA) Housing Methodology Committee website: https://abag.ca.gov/our-work/housing/rhna-regional-housing-needs-allocation/housing-methodology-committee 25 ABAG Regional Planning Committee website: https://abag.ca.gov/about-abag/what-we-do/how-we- govern/committees/regional-planning-committee City of Palo Alto Page 11 • Attachment B: May 14, 2020 Housing Methodology Committee Options for Income Distribution for RHNA Methodology • Attachment C: May 14, 2020 Housing Methodology Committee Potential Metrics for Evaluating RHNA Methodology HMC Interim Meeting Materials | April 2020 | Page 1 TO: Housing Methodology Committee DATE: April 27, 2020 FR: Deputy Executive Director, Policy RE: Initial RHNA Methodology Options Overview The Housing Methodology Committee’s (HMC) objective is to recommend an allocation methodology for dividing up the Bay Area’s Regional Housing Need Determination among the region’s jurisdictions. This Regional Housing Needs Allocation (RHNA) methodology is a formula that calculates the number of housing units assigned to each city and county, and the formula also distributes each jurisdiction’s housing unit allocation among four affordability levels. At the last several meetings, the HMC has identified and prioritized potential factors to include in the methodology for determining a jurisdiction’s total housing need. The HMC will have an opportunity to consider factors for the income allocation at its meeting in May. Initial Methodology Options At the January HMC meeting, ABAG staff presented maps showing the regional distribution among jurisdictions for potential factor topics (e.g., jobs-housing fit, transit proximity, etc.).1 For the March HMC meeting, staff translated the priority factor topics identified at the January meeting into allocation factors and made adjustments to the factors based on HMC feedback. The revised set of factors was incorporated into an online visualization tool2 that allowed HMC members, working in small groups, to continue to prioritize factors and to explore sample RHNA methodologies by applying a weight to each factor used. Each group used the tool to create several methodology options, chose a name for the methodology it favored, and presented it to the rest of the committee. HMC members and audience members then voted for the methodologies they liked best. Figure 1 shows the results of the voting. Figure 1: Results of Dot Voting for Methodology Options3 1 The maps from the January HMC meeting can be viewed at https://abag.ca.gov/rhna-maps 2 The visualization tool is available at: https://rhna-factors.mtcanalytics.org/ 3 Maps for each group’s methodology are available at: https://abag.ca.gov/our-work/housing/rhna-regional-housing- needs-allocation/housing-methodology-committee 0 5 10 15 20 25 30 Slightly Better Than our First One Opportunity - Jobs - Transit Balanced Equity-Jobs-Transportation Code Red to Address Housing Need Housing / Jobs Crescent HMC Votes Public Votes HMC Interim Meeting Materials | April 2020 | Page 2 Figure 2 compares the factors and weights for the three methodology options that received the most votes.4 The choices made by the HMC members in developing these options demonstrate that equity is a top priority for most participants. The methodology options also emphasize the importance of linking housing and jobs. Some of the methodologies recognized the importance of encouraging growth near transit and considering natural hazards, but these received less emphasis than equity and jobs-housing relationships. Figure 2: Summary of Factors and Weights for Top Three Methodology Options Housing/Jobs Crescent Code Red to Address Housing Need Balanced Equity-Jobs- Transportation Figure 3 compares the share of units allocated to the jurisdictions in each county for the three methodology options that received the most votes. The chart indicates that there were minimal differences in how units were distributed at the county level among the three methodology options. Figure 3 also shows each county’s share of housing unit growth from ABAG’s 5th Cycle RHNA methodology and Plan Bay Area 2040 as points of reference. In general, the three methodology options would direct more units to jurisdictions in the North Bay and San Mateo 4 For more information on the factors included in the methodology visualization tool, see pages 5-9 of this memo from the March 2020 HMC agenda packet. 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 30% Equity • Access to High- Opportunity Areas 60% Jobs • Jobs Proximity - Auto • Jobs-Housing Balance 10% Hazards 60% Equity • Access to High- Opportunity Areas 20% Jobs • Jobs-Housing Fit 10% Hazards 10% Transit 50% Equity • Access to High- Opportunity Areas 40% Jobs • Jobs Proximity - Transit • Jobs-Housing Balance • Jobs-Housing Fit • Future Jobs 10% Transit HMC Interim Meeting Materials | April 2020 | Page 3 County and fewer units to jurisdictions in Alameda and Santa Clara counties relative to ABAG’s 5th Cycle RHNA and Plan Bay Area 2040. Figure 3: Allocations by County for Top Three Methodology Options Output by Jurisdiction Geography ABAG staff also analyzed the output of the top three methodologies by jurisdiction geography using a framework developed as part of prior Plan Bay Area processes, simply to understand the general distribution across different typologies of places. This framework assigns each jurisdiction to one of four geographies that reflect its role and spatial location within the region. The four categories are: Big Three; Bayside; Inland, Delta and Coastal; and Unincorporated.5 Figure 4 shows the share of units that would be allocated to each of these four areas from the 5 The following is a list of cities and towns by geographical area: Big Three: San Jose, San Francisco, Oakland; Bayside: Alameda, Albany, Atherton, Belmont, Belvedere, Berkeley, Brisbane, Burlingame, Campbell, Colma, Corte Madera, Cupertino, Daly City, East Palo Alto, El Cerrito, Emeryville, Fairfax, Foster City, Fremont, Hayward, Hercules, Hillsborough, Larkspur, Los Altos, Los Altos Hills, Los Gatos, Menlo Park, Mill Valley, Millbrae, Milpitas, Monte Sereno, Mountain View, Newark, Pacifica, Palo Alto, Piedmont, Pinole, Portola Valley, Redwood City, Richmond, Ross, San Anselmo, San Bruno, San Carlos, San Leandro, San Mateo, San Pablo, San Rafael, Santa Clara, Saratoga, Sausalito, South San Francisco, Sunnyvale, Tiburon, Union City, Vallejo, Woodside; Inland, Delta and Coastal: American Canyon, Antioch, Benicia, Brentwood, Calistoga, Clayton, Cloverdale, Concord, Cotati, Danville, Dixon, Dublin, Fairfield, Gilroy, Half Moon Bay, Healdsburg, Lafayette, Livermore, Martinez, Moraga, Morgan Hill, Napa, Novato, Oakley, Orinda, Petaluma, Pittsburg, Pleasant Hill, Pleasanton, Rio Vista, Rohnert Park, San Ramon, Santa Rosa, Sebastopol, Sonoma, St. Helena, Suisun City, Vacaville, Walnut Creek, Windsor, Yountville; Unincorporated: all unincorporated areas 0% 5% 10% 15% 20% 25% 30% 35% Alameda Contra Costa Marin Napa San Francisco San Mateo Santa Clara Solano Sonoma Housing / Jobs Crescent Code Red to Address Housing Need Balanced Equity - Job - Transportation ABAG RHNA Cycle 5 (2013) Plan Bay Area 2040 (2017) Household Growth HMC Interim Meeting Materials | April 2020 | Page 4 three methodology options. Figure 4 also shows each county’s share of household growth from ABAG’s 5th Cycle RHNA methodology and Plan Bay Area 2040 as points of reference. Compared to ABAG’s 5th Cycle RHNA methodology and Plan Bay Area 2040, the three methodology options would direct more housing growth to jurisdictions in the Bayside and Unincorporated areas, less household growth to the Big Three cities, and similar amounts of housing growth to jurisdictions in the Inland, Delta, and Coastal area. Figure 4: Allocations by Jurisdiction Type for Top Three Methodology Options Next Steps Now that the HMC has identified several options for determining a jurisdiction’s total allocation, for the May HMC meeting, ABAG staff will introduce ideas for how to determine the income distribution of those units. Staff will also revisit the discussion around potential criteria for evaluating the methodology outputs to ensure that the RHNA meets statutory objectives. An understanding of these topics among HMC members will set the stage for a discussion in Summer 2020 about how to achieve consistency between RHNA and Plan Bay Area 2050, including potential use of the Plan’s Blueprint as the baseline input for the RHNA methodology and/or modification of the RHNA methodology factors and weights. 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% Bayside Big Three Inland, Delta and Coastal Unincorporated Housing / Jobs Crescent Code Red to Address Housing Need Balanced Equity - Job - Transportation ABAG RHNA Cycle 5 (2013) Plan Bay Area 2040 (2017) HMC Meeting #6 | May 14, 2020 | Page 1 Item 5, Attachment A TO: Housing Methodology Committee DATE: May 14, 2020 FR: Deputy Executive Director, Policy RE: Options for the Income Distribution Component of the RHNA Methodology Overview The Association of Bay Area Governments (ABAG), with guidance from the Housing Methodology Committee (HMC), must allocate the Regional Housing Needs Determination (RHND) to the cities and counties in the nine-county Bay Area. The RHND is the total number of housing units assigned to a region by the California Department of Housing and Community Development (HCD). HCD also divides a region’s RHND across four levels of housing affordability that correspond to different income categories. Ultimately, the HMC will need to recommend a Regional Housing Needs Allocation (RHNA) methodology that both assigns a total number of housing units to each Bay Area jurisdiction and distributes each jurisdiction’s allocation among the four affordability levels. Jurisdictions in turn must update their housing elements to show how they will accommodate their share of housing needs for each income group. RHNA Income Categories A healthy and inclusive housing market is characterized by housing options for a range of workers, family types, and incomes. Both the number of units available is important and the cost at which these units are provided are critically important. For the Bay Area, one of the most expensive housing markets in the country, the urgency of providing a range of housing opportunities is even more pronounced. Pursuant to state housing element law (Government Code section 65584, et seq.), HCD is charged with determining the regional housing needs for the Bay Area for the period from 2023 to 2031. HCD divides the region’s housing need among four separate income groups: • Very Low Income: households earning less than 50 percent of Area Median Income (AMI) • Low Income: households earning 50 - 80 percent of AMI • Moderate Income: households earning 80 - 120 percent of AMI • Above Moderate Income: households earning 120 percent or more of AMI ABAG has not yet received the RHND from HCD; this is anticipated to occur in the next one to two months. In lieu of the RHND, Table 1 shows the distribution of Bay Area households by income from the most recent Census Bureau data for reference purposes. Table 1 Bay Area Households, By Major Income Group Income Group Income Limit Households Percent Very Low Income 0 - $47,350 678,673 25.3% Low Income $47,351 - $75,760 411,670 15.3% Moderate Income $75,760 - $113,640 459,169 17.1% Above Moderate Income $113,640 + 1,136,896 42.3% Source: U.S. Census Bureau, American Community Survey PUMS data, 2018 5-year release HMC Meeting #6 | May 14, 2020 | Page 2 Considerations for the Income Allocation The Bay Area is a large and complex region: close to 8 million people reside in 109 jurisdictions across a 7,000 square mile geography with a number of distinctive subregions and economies. The region contains a range of community types and economic situations, with some communities encompassing a range of income groups, while others skew to either the low-income or high-income side of the spectrum. Housing Element Law includes the objective that RHNA “[a]llocat[e] a lower proportion of housing need to an income category when a jurisdiction already has a disproportionately high share of households in that income category,”1 meaning the RHNA methodology will in part be assessed by HCD in terms of how the allocation works to counter-balance existing concentrations of wealth or poverty. As noted in previous HMC meetings, meeting this objective will require that the RHNA methodology direct market-rate units to jurisdictions that currently have a higher concentration of lower-income households, which could exacerbate the potential for displacement of existing residents. The RHNA methodology must also improve coordination between the locations of low-wage jobs and housing affordable to low-wage workers (jobs-housing fit) and affirmatively further fair housing, which will require allocating more lower income units to communities that historically have not provided affordable housing. Examples of Income Allocation Methodologies from Other Regions At the December 2019 HMC meeting, ABAG staff presented a summary of the methodologies created by other regions for the current RHNA cycle, as well as ABAG’s methodology for the previous RHNA cycle (2015-2023).2 Although these RHNA methodologies differ substantially, they have primarily used one of two approaches for the income allocation: an income shift or an income shift modified by equity-focused factors. These two approaches are described below. Income Shift – used by the San Diego region3 this cycle and by ABAG last cycle4 In this approach, a jurisdiction’s distribution of households by income is compared to the distribution for the region or county the jurisdiction is in. The jurisdiction’s allocation of units by income category is then adjusted so the jurisdiction will move toward the region’s income distribution over time. Thus, jurisdictions that have a higher percentage of existing households in a given income category compared to the region receive a smaller share of units in that income category. In some cases, the income shift multiplier applied to a jurisdiction varies based on how much the jurisdiction’s household income distribution differs from the region or county. In the simplest example, ABAG’s 2015-2023 RHNA methodology moved each jurisdiction’s income distribution 175 percent toward the region’s income distribution. A 100 percent shift means a jurisdiction’s allocation of units by income category mirrors the region’s existing income distribution. The 175 percent shift would close the gap between a jurisdiction’s income distribution and the region’s distribution more quickly. The first step in this calculation is to 1 See California Government Code Section 65584(d). 2 See this document from the December 2019 HMC meeting agenda packet. 3 See page 6 of the San Diego Association of Governments RHNA methodology document. 4 See pages 11-12 of ABAG’s Final Regional Housing Need Plan for the San Francisco Bay Area: 2015–2023. HMC Meeting #6 | May 14, 2020 | Page 3 compare a jurisdiction’s share of households in each income category to the region’s share of households in that income category. The difference between the region and the jurisdiction is then multiplied by 175 percent to create an adjustment factor. The adjustment factor is added to the jurisdiction's existing proportion of households in the income category to determine the total share of the jurisdiction's housing unit allocation for that income category. Figure 1 shows a visual representation of the income shift from ABAG’s last RHNA methodology. This process is repeated for each of the four income categories. The result is that a jurisdiction with a higher proportion of households in an income category compared to the region receives a smaller allocation of housing units in that same category, and vice versa. Figure 1 Income Shift from ABAG 5th Cycle RHNA Methodology Income Shift Plus Equity-Focused Factors – used by the Los Angeles and Sacramento regions This approach uses an income shift approach conceptually similar to the one described above paired with other factors related to affirmatively furthering fair housing and improving jobs-housing fit. After the jurisdiction is compared to the region or county, the factors included in the methodology are used to increase or decrease the amount that the jurisdiction’s income distribution is adjusted. The factors used by the Sacramento region’s income methodology are the share of housing units in high opportunity areas, as defined by the State’s Opportunity Map, and a jurisdiction’s jobs-housing fit ratio.5 Jurisdictions receive more very low- and low-income units if they have a higher share of housing units in high opportunity areas or a higher ratio of low-wage workers to housing units affordable to those workers. In the Los Angeles region’s income methodology,6 a larger income shift multiplier is applied to a jurisdiction where more than 70 percent of the population lives in “high segregation and poverty”/”low resource” or “highest resource” census tracts as defined by the State’s Opportunity Map.7 Notably, the potential methodologies developed by the HMC in March 2020 include equity-focused factors related to high opportunity areas and jobs-housing fit in the determination of a jurisdiction’s total allocation, while other regions use these equity-focused factors solely in the income allocation. 5 See pages 29-34 of the Sacramento Area Council of Governments RHNA methodology document. 6 See pages 13-17 of the Southern California Association of Governments RHNA methodology document. 7 For more information on the Opportunity Map, see pages 10-13 of this document from the March 2020 HMC meeting’s agenda packet. Existing Regional Proportion in Income Category Existing Jurisdiction Proportion in Income Category 1.75 Income Shift Multiplier Adjustment Factor Existing Jurisdiction Proportion in Income Category Share of Jurisdiction RHNA in Income Category HMC Meeting #6 | May 14, 2020 | Page 4 Potential Approaches to the Income Allocation ABAG staff has developed three relatively distinct methodological approaches to the income distribution component of RHNA, described in more detail below. The first two—the income shift and factor-based approach—are aligned with the methodologies used by other regions. Both approaches are proposed to be applied as a second step in the allocation process, after the use of a factor-based methodology to determine a jurisdiction’s total allocation. The third approach would take an entirely different tack and use different weights and/or factors for different income categories, with the sum of the results for the four income categories determining a jurisdiction’s total allocation. Approaches A and B: Income Methodologies that are Applied to the Total Allocation At the March HMC meeting, committee members used an online visualization tool to experiment with different factors-based methodologies for allocating a total number of housing units to jurisdictions based on a hypothetical RHND. Figure 2 shows the three methodology options developed during the small group discussions that received the most votes from HMC members and members of the audience.8 As noted above, these potential methodologies developed by the HMC include equity-focused factors in the determination of a jurisdiction’s total allocation, while other regions’ methodologies for the current RHNA cycle do not use equity-focused factors for this purpose. The other regions relied on either the long-range regional plan or factors related to jobs and transit to determine a jurisdiction’s total allocation, while using equity-focused factors related to affirmatively furthering fair housing and jobs-housing fit solely in the income allocation. Figure 2 Comparison of Top Three Methodology Options from March 2020 HMC Meeting Housing/Jobs Crescent Code Red to Address Housing Need Balanced Equity-Jobs-Transportation 8 See the summary of the initial methodology options from the March HMC meeting. 30% Equity ●Access to High-Opportunity Areas 60% Jobs ●Jobs Proximity - Auto ●Jobs-Housing Balance 10% Hazards 60% Equity ●Access to High-Opportunity Areas 20% Jobs ●Jobs-Housing Fit 10% Hazards 10% Transit 50% Equity ●Access to High-Opportunity Areas 40% Jobs ●Jobs Proximity - Transit ●Jobs-Housing Balance ●Jobs-Housing Fit ●Future Jobs 10% Transit 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% HMC Meeting #6 | May 14, 2020 | Page 5 Approach A: Income Shift Applied to Total Allocation This approach resembles the income allocation method from ABAG’s 2015-2023 RHNA, using an income shift approach where the local and regional income distributions are compared. For this approach, the income allocation shifts the local distribution closer to or beyond the regional distribution, depending on the income shift multiplier. In the last cycle, the income shift multiplier used by ABAG was 175 percent (see Figure 1 for more information on how the income shift multiplier impacts the income allocation). In theory, setting the income shift multiplier above 100 percent could close the gap between a jurisdiction’s income distribution and the region’s distribution in a shorter period of time, but this more aggressive shift could also increase the potential for displacement by directing more market-rate units to jurisdictions with higher proportions of existing lower-income households. To illustrate the shift approach on cities with different income profiles, Figure 3 shows the effect of using an income shift approach with a 175 percent multiplier. City A is a relatively high-income city with good access to jobs. City B has a lower income profile, with less job access. City C is somewhere in between, falling close to the regional income distribution. We will use these same sample cities to illustrate how they fare with each income allocation approach. Figure 3 Hypothetical Example of Income Shift Approach, Using 175 Percent Multiplier This approach directly addresses the state objective of “[a]llocating a lower proportion of housing need to an income category when a jurisdiction already has a disproportionately high share of households in that income category.”9 A smaller shift than 175 percent is also possible and may be appropriate given HMC members’ previously stated concerns about assigning large numbers of above moderate-income housing in lower income jurisdictions at risk of gentrification. 9 See California Government Code Section 65584(d)(4). HMC Meeting #6 | May 14, 2020 | Page 6 Approach B: Using Factors Applied to Total Allocation Similar to Approach A, this option is also applied after determining a jurisdiction’s total allocation using a factor-based methodology. In this income allocation approach, factors are used to assign units for the lower two income groups (very low- and low-income units). As an initial example, staff used the Jobs-Housing Fit and High Opportunity Areas factors. The Jobs-Housing Fit factor specifically relates to the relationship between lower-wage workers and housing units affordable to those workers and the High Opportunity Areas factor affirmatively furthers fair housing by assigning more lower-income units to high opportunity areas, both objectives call for in Housing Element law.10 As noted earlier, other regions often paired the factor-based approach with the income shift. However, these are approaches are not dependent on one another, and ABAG is presenting them independently to make them easier to understand. In this approach, each jurisdiction starts with the same income distribution, as determined by HCD for the RHND. A jurisdiction’s share of units in the lower income categories is then adjusted up or down based on whether a city has relatively high or low scores compared to the region for the Jobs-Housing Fit and High Opportunity Areas factors. ABAG staff capped a jurisdiction’s adjustment from the RHND income distribution at 30 percent (15 percent for each of the two factors). Once the total share of lower income units is determined, the remainder of a jurisdiction’s units (as determined by the total allocation methodology) are assigned to the higher income categories (moderate- and above moderate-income units). Once these totals are set, the allocation is disaggregated into the four income categories using shares from the regional income distribution. Figure 4 shows the effect of this factor-based income approach for three hypothetical cities with different income profiles. Both City A (higher income) and City C (average income) received the same income distribution, which demonstrates the impact of the cap that limits the extent to which the distribution can deviate from the regional distribution. Setting this cap at a different level would potentially result in different outcomes. 10 See California Government Code Section 65584(d)(3) and (5). HMC Meeting #6 | May 14, 2020 | Page 7 Figure 4 Hypothetical Example of Factor-Based Income Allocation Approach Approach C: Using Bottom-Up Income Allocation to Build the Total Allocation In contrast to Approaches A and B, this income allocation approach does not start with a total allocation assigned with a factor-based methodology. Instead, this approach uses factors to determine allocations for the four income categories, and the sum of these income group allocations represents a jurisdiction’s total allocation. Factors and weights could be modified, as appropriate, by the HMC. As an initial example, ABAG staff used the Jobs-Housing Fit and High Opportunity Areas factors to determine the allocation of lower income units (very low- and low-income) and the Jobs-Housing Balance and Job Proximity-Auto factors to determine the allocation of higher income units (moderate- and above-moderate income).11 A jurisdiction’s income distribution is determined based on how the jurisdiction scores relative to the rest of the region on the selected factors. The jurisdiction’s total allocation is calculated by summing the results for each income category. As noted above for Approach B, the Jobs-Housing Fit factor specifically relates to the relationship between lower-wage workers and housing units affordable to those workers and the High Opportunity Areas factor supports affirmatively further fair housing by assigning more lower-income units to high opportunity areas. The Jobs-Housing Balance and Job Proximity-Auto are included because of their emphasis on the relationships between housing and jobs for moderate- and higher-income households. While many other combinations of factors are possible, staff selected these factors to make this approach conceptually similar to Approach B for a more meaningful comparison. 11 These factors used the same definitions and methodology as those used in the total income allocation. HMC Meeting #6 | May 14, 2020 | Page 8 Figure 5 Hypothetical Example of Bottom-Up Income Allocation Approach Similarities and Differences of the Potential Income Methodology Approaches The approaches represent different ways to distribute a jurisdiction’s RHNA across the four income categories. Approaches A and B both start with a total allocation and then divide it into income groups. Approach A uses an income shift multiplier to bring a jurisdiction’s income distribution toward the regional income distribution. Approach B, however, relies on how a jurisdiction scores relative to the region on two factors (high opportunity areas and jobs-housing fit), which impacts the allocation of lower income units. Approach A may be the simpler and more mechanical approach: it does not use factors and focuses solely on rebalancing income distributions in jurisdictions. Approach B, on the other hand, uses factors to move the income distribution rather than just shifting it towards the regional distribution. Unlike the first two options, Approach C does not start with a total allocation created by a factor-based methodology. While it uses the same factor-based data as the other approaches, Approach C could become more complex since the HMC needs to select factors and weights for each of the four income groups. Consequently, Approach A may be preferable for having a more standardized method for assigning the total allocations to jurisdictions. However, Approach C may offer more control over the allocations to individual income groups within jurisdictions. Approach B represents somewhat of a hybrid of the other two: this approach builds off a factor-based methodology for total allocation like Approach A, but offers more flexibility than Approach A’s straightforward income shift. HMC Meeting #6 | May 14, 2020 | Page 9 Table 2 Summary of Benefits and Drawbacks for Income Allocation Approaches Income Allocation Approach Benefits Drawbacks Approach A: Income Shift • Builds on work HMC has already done on total allocation • Allows narrative focus to be on factors for total allocation • Simpler concept, easier to explain • Directly related to statutory objective • Multiplier can be adjusted to complement underlying total allocation methodology • Does not include ability to finetune income allocations based on factors Approach B: Factor-Based • Builds on work HMC has already done on total allocation • Retains the two-step methodology approach of total income first, then income allocation, which may be more familiar from other RHNA methodologies • Allows opportunity to finetune results for a particular income category • Using factors also included in the total allocation methodology may result in overweighting those factors • Additional complexity compared to Income Shift Approach may not be warranted, given that equity-related factors already included in total allocation Approach C: Bottom-Up • Allows more fine-grained control over allocations for a particular income category • Could be simpler than Approach B, depending on number of factors used • New approach that departs from work HMC has done to date • Could be more complex, depending on number of factors used Next Steps At the May HMC meeting, committee members will have an opportunity to use the online visualization tool to apply the income shift approach to hypothetical total allocation methodologies and explore the impact of selecting different income shift multipliers (Approach A). Staff will also seek feedback from the committee about pursuing the other approaches presented here. HMC Meeting #6 | May 14, 2020 | Page 1 TO: Housing Methodology Committee DATE: May 14, 2020 FR: Deputy Executive Director, Policy RE: Potential Metrics for Evaluating the RHNA Methodology Overview The Housing Methodology Committee’s (HMC) objective is to recommend an allocation methodology for dividing up the Bay Area’s Regional Housing Need Determination among the region’s jurisdictions. This Regional Housing Needs Allocation (RHNA) methodology is a formula that calculates the number of housing units assigned to each city and county, and the formula also distributes each jurisdiction’s housing unit allocation among four affordability levels. ABAG will submit the methodology to the Department of Housing and Community Development (HCD) for approval, and HCD will determine whether the methodology furthers the five objectives identified in Housing Element Law. Developing the methodology is a complex process; therefore, staff proposes to identify metrics that can be used to evaluate different methodology options developed by the HMC. These metrics can help ensure that any proposed methodology will meet the statutory RHNA objectives and further regional planning goals. The five RHNA statutory objectives embody many different policy goals, some of which are not always aligned with each other. One purpose of these metrics is to inform the HMC’s decisions about how to effectively balance these goals while developing a methodology that meets the required objectives. Importantly, any evaluation metrics the HMC chooses need to reflect the narrow scope of RHNA. The primary role of the RHNA methodology is to encourage a regional pattern of housing growth for the Bay Area, and RHNA does not play a role in identifying specific locations within a jurisdiction that will be zoned for housing. Accordingly, this memo presents options for evaluation metrics that can assess whether a methodology furthers the statutory objectives and other high priority regional policy goals directly related to RHNA. Staff seeks the HMC’s feedback on what measures might be the most relevant or helpful for evaluating potential RHNA methodologies. Potential Evaluation Framework for the RHNA Methodology Staff has developed a set of potential metrics for evaluating RHNA methodology options suggested by the HMC (Tables 1 and 2). In the tables below, each statutory objective has been reframed as a question to help the HMC assess how well a methodology option achieves state requirements and regional planning goals. The wording of the question reflects the language the statute uses to define the objectives.1 Each statutory objective is accompanied by potential quantitative metrics for evaluating the allocation produced by a methodology. This question-oriented evaluation framework can assist the HMC with developing a cohesive narrative for 1 See California Government Code Section 65584(d). HMC Meeting #6 | May 14, 2020 | Page 2 explaining how a methodology produces optimal outcomes for the region and achieves the objectives required by law. Metrics Identified by HCD At the January 2020 HMC meeting, staff presented an overview of the analysis conducted by HCD in evaluating the RHNA methodologies completed by other regions in California. Staff reviewed the approval letters HCD provided to the Sacramento Area Council of Governments (SACOG), San Diego Association of Governments (SANDAG), and Southern California Association of Governments (SCAG).2 In these letters, HCD describes how the RHNA methodologies further each of the five statutory objectives. While the letters do not provide specific measures for evaluating the methodologies, these documents give a sense of the criteria HCD will use to determine whether the draft methodology selected by ABAG sufficiently achieves the statutory objectives.3 The metrics in Table 1 come directly from statements HCD made in the letters to SACOG, SANDAG, and SCAG explaining why their methodologies achieve the statutory objectives. HCD’s explanations vary across the letters and mention some metrics more consistently than others. Table 1 notes which metrics appear in all three letters sent by HCD. In addition to considering the metrics identified in HCD’s letters, the HMC may wish to incorporate additional measures for evaluating proposed RHNA methodologies. Table 2 presents evaluation metrics developed by staff related to Objective 24, Objective 55, and a possible new sixth objective (pending state legislation, more details provided below). In its letters to other regions, HCD discussed how RHNA methodologies achieved Objective 2 by either aligning with the existing locations of jobs and transit or by being based on long-range regional plans, similar to Plan Bay Area 2050. ABAG staff wanted to provide the HMC with more specific quantitative measures for assessing whether a methodology achieves this objective, which are listed in Table 2. The paragraphs below provide more context for the metrics in Table 2 related to Objective 5 and the pending sixth objective. Additional Metrics for Fair Housing and Racial Equity One of the statutory objectives for RHNA is that the methodology must affirmatively further fair housing. Housing Element Law defines affirmatively furthering fair housing as: “taking meaningful actions, in addition to combating discrimination, that overcome patterns of segregation and foster inclusive communities free from barriers that restrict access to 2 For copies of letters HCD sent to other regions, see this document from the January 2020 HMC meeting agenda packet. 3 For a summary of the evaluation metrics alluded to in the HCD letters, see this document from the January 2020 HMC meeting agenda packet. 4 Objective 2 is “Promoting infill development and socioeconomic equity, the protection of environmental and agricultural resources, the encouragement of efficient development patterns, and the achievement of the region’s greenhouse gas reductions targets provided by the State Air Resources Board.” See California Government Code Section 65584(d)(2) for more information. 5 Objective 5 is “Affirmatively furthering fair housing.” See California Government Code Section 65584(d)(5) for more information. HMC Meeting #6 | May 14, 2020 | Page 3 opportunity based on protected characteristics. Specifically, affirmatively furthering fair housing means taking meaningful actions that, taken together, address significant disparities in housing needs and in access to opportunity, replacing segregated living patterns with truly integrated and balanced living patterns, transforming racially and ethnically concentrated areas of poverty into areas of opportunity, and fostering and maintaining compliance with civil rights and fair housing laws.”6 HCD’s discussion of affirmatively furthering fair housing in its letters to SACOG, SANDAG, and SCAG centers solely on data from the Opportunity Map produced by the California Tax Credit Allocation Committee (TCAC) and HCD. HCD’s evaluation of whether other regions’ methodologies further this objective focused on whether a methodology directs lower income RHNA to jurisdictions with a high percentage of households living in census tracts labelled High Resource or Highest Resource on the Opportunity Map.7 However, the HMC could use other evaluation metrics—in addition to the Opportunity Map scores—to ensure the RHNA methodology has a maximum impact on overcoming patterns of segregation and fostering inclusive communities. For example, some HMC members and community stakeholders have expressed interest in evaluation metrics that consider racial segregation more explicitly and specifically focus on areas with housing markets characterized by socioeconomic and racial exclusion. The metrics in Table 2 accompanying Objective 5 reflect this input from stakeholders as well as staff’s interpretation of statutory language related to affirmatively furthering fair housing. Pending Addition of Sixth Statutory Objective Senate Bill 182 (Jackson) would add a new RHNA objective to Housing Element Law and add wildfire risk to the list of factors that must be considered for the RHNA methodology. Indications are that this bill will be passed this year and apply to this RHNA cycle for ABAG. Although the bill includes specifics about addressing fire risks, nothing in the bill prohibits ABAG from considering wildfire risk in addition to other hazards. Additionally, throughout the methodology development process, the HMC has expressed an interest in minimizing the number of households who face high risk from natural hazards. Hazard risk reduction is also a priority within ABAG/MTC’s long-range planning efforts. Table 2 proposes a metric related to this potential sixth objective that uses the revised ABAG/MTC Multi-Hazard Index presented to the HMC at its March 2020 meeting.8 6 See California Government Code Section 65584(d). 7 For more information on the Opportunity Map, see pages 10-13 of this document from the March 2020 HMC meeting’s agenda packet. 8 For more information on the revised ABAG/MTC Multi-Hazard Index, see pages 14-15 of this document from the March 2020 HMC meeting’s agenda packet. HMC Meeting #6 | May 14, 2020 | Page 4 Table 1. Metrics Based on HCD’s Evaluation of Other Region’s Methodologies *Metrics highlighted in bold with asterisks (**) appear in all three letters sent by HCD to other regions. Statutory Objective Possible Metric Data Source Objective 1: Does the allocation increase the housing supply and the mix of housing types, tenure, and affordability in all cities and counties within the region in an equitable manner? 1a. Higher percentage of RHNA as lower income units for jurisdictions with the highest housing costs** Census ACS for 2014-2018 1b. Higher percentage of RHNA as lower income units for jurisdictions with highest percent of single-family homes Census ACS for 2014-2018 Objective 2: Does the allocation promote infill development and socioeconomic equity, the protection of environmental and agricultural resources, the encouragement of efficient development patterns, and the achievement of the region’s greenhouse gas reductions targets? 2a. Higher percentage of RHNA total unit allocations to jurisdictions with highest percentage of the region’s jobs MTC, Census LEHD for 2017 Objective 3: Does the allocation promote an improved intraregional relationship between jobs and housing, including an improved balance between the number of low-wage jobs and the number of housing units affordable to low wage workers in each jurisdiction? 3a. Higher percentage of RHNA as lower income units for jurisdictions with the highest ratio of low-wage jobs to housing units affordable to low-wage workers MTC, Census ACS for 2014-2018, Census LEHD for 2017 Objective 4: Does the allocation direct a lower proportion of housing need to an income category when a jurisdiction already has a disproportionately high share of households in that income category? 4a. Lower percentage of RHNA as lower income units for jurisdictions with a higher share of lower-income households9 Census ACS for 2014-2018 4b. Higher percentage of RHNA as lower income units for jurisdictions with a higher share of higher-income households10 Census ACS for 2014-2018 Objective 5: Does the allocation affirmatively further fair housing? 5a. Higher percentage of RHNA as lower income units for jurisdictions with the most households in High Resource/Highest Resource tracts** HCD/TCAC 2020 Opportunity Maps 9 Lower-income households includes households in the very low- and low-income groups (<80% of Area Median Income). 10 Higher-income households includes households in the moderate- and above moderate-income groups (>=80% of Area Median Income). HMC Meeting #6 | May 14, 2020 | Page 5 Table 2. Additional Evaluation Metrics Proposed by ABAG Staff Statutory Objective Possible Metric Data Source Objective 2: Does the allocation promote infill development and socioeconomic equity, the protection of environmental and agricultural resources, the encouragement of efficient development patterns, and the achievement of the region’s greenhouse gas reductions targets? 2b. Higher RHNA total unit allocations for jurisdictions with the highest percent of the region’s total Transit Priority Area acres MTC 2c. Percentage of jurisdictions whose RHNA housing growth through 2031 is less than or equal to housing growth projected in Plan Bay Area 2050 through 2050 MTC Objective 5: Does the allocation affirmatively further fair housing? 5b. Higher percentage of RHNA total unit allocations compared to the jurisdiction percentage of regional households, calculated for jurisdictions with a higher share of higher-income households with highest divergence scores Census ACS for 2014-2018 5c. Higher percentage of RHNA as lower income units for jurisdictions with a higher share of higher-income households with highest divergence scores Census ACS for 2014-2018 Objective 6 (pending state legislation): Does the allocation promote resilient communities, including reducing development pressure within very high fire risk areas? 6a. Lower total units allocated per household for jurisdictions with highest percent of urbanized area at high risk from natural hazards11 MTC; Census ACS for 2014-2018; USGS liquefaction susceptibility; CAL FIRE FRAP LRA/SRA data; FEMA (flood zones), Alquist-Priolo Fault Zones (California Geological Survey) Next Steps ABAG staff has added many of the proposed evaluation metrics to the online visualization tool (https://rhna-factors.mtcanalytics.org) to enable users to evaluate different methodology options. HMC members will have an opportunity at the May meeting to assess the three methodology options created in March as a starting place for exploring the use of these metrics. Staff will be seeking feedback about the metrics prior to their use at future meetings. 11 For more information ABAG/MTC Multi-Hazard index used to assess hazard risk, see pages see pages 14-15 of this document from the March 2020 HMC meeting’s agenda packet.