Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2019-06-24 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 24, 2019 Special Meeting Council Chambers 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. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Agenda Changes, Additions and Deletions City Manager Comments 5:00-5:10 PM Oral Communications 5:10-5:30 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 5:30-5:35 PM 1.Approval of Action Minutes for the June 3 and June 10, 2019 Council Meetings Consent Calendar 5:35-5:40 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 2.Policy and Services Committee Recommends the City Council Accept the Status Update of the Parking Funds Audit and Approve Consolidation of Residential Preferential Parking (RPP) Program REVISED 2 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Funds; and Approve Fiscal Year 2019 Budget Amendments in the Residential Parking Fund and the General Fund 3.Approval of Construction Contract Number C19174628 With AIMS Companies in the Amount of $1,732,250 for Phase 2 of the Cross Bore Verification, Inspection, and Assessment Program; and Authorization to Execute and Negotiate Related Change Orders in the Amount of $173,225, for a Total Not-to-Exceed Amount of $1,905,475 4.Approval of Contract Number C19173720A With ARB, Inc. in the Amount of $1,886,682 for Gas Service Replacement Project Fiscal Year 2019, Capital Improvement Program Project GS-18000, and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed $94,334, for a Total Not-to-Exceed Amount of $1,981,016; and Approval of a Gas Capital Improvement Fund Budget Amendment 5.Approval of Contract Number C19171363 With Professional Account Management, LLC dba Duncan Solutions, in an Amount Not-to-Exceed $627,000 Over a Five-year Term to Develop, Implement, Support and Maintain a Parking Permit and Citation Management System 6.Approval of Professional Services Contract Number C19174525 With BKF Engineers in the Amount of $158,560 for Land Surveying Services, Including $14,400 for Additional Services, for a Total Not-to- Exceed Amount of $172,960 7.Approval of a new Memorandum of Agreement Between the City of Palo Alto and Utilities Management Professional Association of Palo Alto (UMPAPA) 8.Approval of Amendment Number 1 to Contract Number C17162020 With West Coast Arborists Inc. for Tree Pruning and Removal Services, to Extend the Term by two Years (Through June 30, 2021) and add $2,657,084, for a new Total Not-to-Exceed Amount of $7,359,534; and Approval of a Fiscal Year 2020 Budget Amendment in the General Fund 9.Approval of Amendment Number 2 to Contract Number C16162262 With Biggs Cardosa Associates, Inc., in the Amount of $466,569 to Provide Bidding and Construction Support Services for the Highway 101 Pedestrian/Bicycle Overpass Project (PE-11011), for a Total Not-to-Exceed Amount of $2,417,759; and Adoption of a Resolution to Approve Modification of the Freeway Agreement Between the State of California and the City of Palo Alto Q&A Q&A Q&A Q&A Q&A MEMO 3 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 10.Approval of Contract Number C20175131 With O'Grady Paving, Inc. in the Amount of $1,836,214 to Provide Synthetic Turf Replacement and Track Installation Services for the Cubberley Track and Field Replacement Project, Capital Improvement Program Project CB-19000 11.Adoption of the Fiscal Year 2020 Investment Policy 12.Approval of Contract Number C19173981 With MIG, Inc. in the Amount of $89,860 for six Months for Environmental Analysis of the Baylands Comprehensive Conservation Plan 13.Approval of Amendment Number 3 to Contract Number C14150694 With Mark Thomas & Company in the Amount of $100,058 for the Charleston-Arastradero Corridor Project, Capital Improvement Program Project (CIP) PE-13011 14.Approval of an Agreement With Santa Clara Valley Water District in the Not-to-Exceed Amount of $258,450 for Concrete Channel Lining Repair Along Barron Creek 15.Approval of Contract Number C19175329 With American Asphalt Repair and Resurfacing, Inc., in the Amount of $362,724, Plus a Five Percent Contingency for Unforeseen Expenses for Tennis Court Improvements at Rinconada Park to be Completed by August 9, 2019 (CIP PG-06001) 16.Approval of Amendment Number 2 to Contract Number C17166591 With Artist Susan Zoccola, LLC to Extend the Term to November 30, 2021 for the Design Development, Fabrication, and Installation of Artwork Associated With the Charleston-Arastradero Corridor Project 17.Approval of two Revenue Contracts With the City of Los Altos and the Town of Los Altos Hills for the City of Palo Alto to Provide Animal Control and Shelter Services for an Additional Five-year Term 18.Approval of a Contract With Peter Wegner in the Amount of $716,000 for a 3-year Term for Fabrication and Installation of Public Art at the new Public Safety Building 19.PUBLIC HEARING: Adoption of a Resolution Setting the Appropriations Limit (GANN Limit) for Fiscal Year 2020 20.Approval of Contract Number C20175327 With Saviano Company, Inc. in the Amount of $471,768, Plus a 10 Percent Contingency for Unforeseen Expenses for Pickleball Court Additions and Tennis Court MEMO MEMO MEMO Q&A Q&A Q&A 4 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Improvements at Mitchell Park (Capital Improvement Project PG- 06001) 21.Approval of a Cost Sharing Agreement With 2747-85 Park Boulevard, LLC in the Amount of $610,026 to Provide Reimbursement for Traffic Signal Design and Construction Costs 22.Policy and Services Committee Recommends the City Council Accept the Enterprise Resource Planning (ERP): Data Standardization Audit 23.Policy and Services Committee Recommends the City Council Accept the Enterprise Resource Planning (ERP): Separation of Duties Audit 24.SECOND READING: Adoption of an Ordinance Amending Title 5 of the Palo Alto Municipal Code to Repeal Chapter 5.24 (Construction and Demolition Debris Diversion Facilities), and add a new Chapter 5.24, Entitled Deconstruction and Construction Materials Management, to Establish Regulations Related to the Management of Deconstruction and Construction Debris and Materials (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois absent) 25.SECOND READING: Adoption of an Ordinance Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30), and to Require the use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois Absent) 26.Approval of Amendment Number 1 to Contract Number C19172119 With Daryl D. Jones, Inc. dba Telecommunications Engineering Associates (TEA) for $60,000 to Provide Services to the Public Safety Building Architect and Additional Maintenance Costs for Fiscal Year 2019 27.Approval of Amendment Number 3 to Contract Number C12142180 Between the City of Palo Alto (on Behalf of the Joint Powers Board) and Midpen Media Center for Public, Education and Government (PEG) Access Channel Support Services to Extend the Term to December 31, 2019 28.Approval of Contract Number C19174653 With Interline Technologies LLC for Software Development Services, and Creation of the Commuter Wallet in Accordance With the Fair Value Commuting 5 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Project in Cooperation With the Federal Transit Administration for a Not-to-Exceed Amount of $184,040 29.Approval of Amendment Number 2 to Contract Number C14152828 With MV Transportation to Extend the Term for six Months for $216,185 to Operate the Palo Alto Free Shuttle Service on the Existing Crosstown Shuttle Route Until December 2019 30.Approval of Amendment Number 1 to Contract Number C18171057 With AECOM for Continued and Expanded Services for the Connecting Palo Alto Rail Grade Separation Effort and to Increase Compensation by $1,206,126 for a Total Not-to-Exceed Amount of $2,484,786 30A. Adoption of a Revised Compensation Plan for Management and Professional Employees From July 1, 2019 Through June 30, 2020 Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 5:40-6:00 PM 31.PUBLIC HEARING: Adoption of a Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein 6:00-6:30 PM 32.PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments on the Palo Alto Downtown Business Improvement District (BID); Adoption of a Resolution Confirming the Report of the Advisory Board and Levying Assessments for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District; and Adoption of a Budget Amendment in the Business Improvement District Fund 6:30-7:00 PM 33.Adoption of an Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under California Environmental Quality Act (CEQ)A 7:00-7:30 PM 34.PUBLIC HEARING: Adoption of a Resolution Amending Utilities Rate Schedules E-15 (Electric Service Connections), W-5 (Water Service Connections), G-5 (Gas Service Connections), S-5 (Sewer Service Connections), and C-1 (Utility Miscellaneous Charges) MEMO 6 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 7:30-9:00 PM 35.PUBLIC HEARING / QUASI-JUDICIAL. 1700 & 1730 Embarcadero Road [18PLN-00186]: Request for a Zoning Map Amendment, Site and Design Review and Design Enhancement Exception to Allow 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 Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for Both Parcels. Environmental Assessment: Adoption of a Mitigated Negative Declaration, Including a Mitigation Monitoring and Reporting Program. The Planning and Transportation Commission Reviewed and Made a Recommendation for Approval on March 27, 2019 9:00-10:00 PM 36.Approval of: (1) the Re-issuance of the Fiber-to-the-Node (FTTN) Request for Proposals to Begin a Multi-phase Fiber Network Expansion to Support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) Systems, and Wireless Communication Technologies for City Staff; and (2) the Sunsetting of the Fiber and Wireless Citizen Advisory Committee (CAC) and Assignment of the Utilities Advisory Commission (UAC) to Assume the Sole Advisory Role as the Public Input Forum for Fiber and Wireless Expansion for Proposed Phases 1 and 2 State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. MEMO MEMO 7 June 24, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Schedule of Meetings Schedule of Meetings Informational Report Status of the Potential Purchase of 27,829 Square Feet of Vacant Land Adjacent to 3350 Birch Street Informational Report Regarding the North Ventura Coordinated Area Plan (NVCAP) Informational Report on Parking Work Plan that Prioritizes Implementation of the 35 Recommendations From the Municipal Resource Group (MRG) Parking Study Public Letters to Council Set 1 Update on State Legislation CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 24, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the June 3 and June 10, 2019 Council Meetings Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 06-03-2019 DRAFT Action Minutes (DOCX) • Attachment B: 06-10-2019 DRAFT Action Minutes (DOCX) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 9 Special Meeting June 3, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:06 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka Absent: Closed Session 1. CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION Subject: Gustavo Alvarez v. City of Palo Alto, et al. United States District Court, Northern District of California, Case No. 5:19-cv-02328-NC Authority: Government Code Section 54956.9(d)(1). MOTION: Council Member Dubois moved, seconded by Council Member Kniss to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:07 P.M. Council returned from Closed Session at 6:18 P.M. Mayor Filseth announced no reportable action. Study Session 2. Safe Routes to School Annual Update. NO ACTION TAKEN Agenda Changes, Additions and Deletions None Minutes Approval 3. Approval of Action Minutes for the May 13, 2019 Council Meeting. MOTION: Council Member Kniss moved, seconded by Council Member DuBois to approve the Action Minutes for the May 13, 2019 Council Meeting. DRAFT ACTION MINUTES Page 2 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 MOTION PASSED: 7-0 Consent Calendar MOTION: Council Member DuBois moved, seconded by Council Member Kou, third by Council Member Tanaka to remove Agenda Item Number 11, ”Adoption of a Resolution Amending Objective Standards for Wireless Communications Facilities…” to be heard on June 17, 2019. MOTION: Vice Mayor Fine moved, seconded by Council Member Cormack to approve Agenda Item Numbers 4-10, 11-13. 4. Approval of Amendment Number 2 to Contract Number C16161210 With Shah Kawasaki Architects, Inc., in an Amount Not-to-Exceed $117,564 to Provide Continued Construction Administration and LEED Certification Services for the Fire Station 3 Replacement Project (PE-15003), for a new Total Not-To-Exceed Amount of $814,242. 5. Approval and Authorization for the City Manager to Execute a Fiber Optic Lease Agreement With Equinix LLC., for a Term Not-to-Exceed Five Years and a Total Not-to-Exceed Amount of $625,465. 6. Authorization for the City Manager to Sign a Memorandum of Understanding for a $200,000 Grant of Funds With the State Homeland Security Grant Program via Santa Clara County for a Solar Generator to Support the Mobile Emergency Operations Center (MEOC). 7. Adoption of a Park Improvement Ordinance for Pickleball Courts at Mitchell Park. 8. Preliminary Approval of the Downtown Business Improvement District (BID) 2019-2020 Annual Report; Adoption of a Resolution 9835 Entitled “Resolution of the Council of the City of Palo Alto Declaring an Intention to Levy an Assessment Against Businesses Within the BID for Fiscal Year 2020; and Setting a Time and Place for a Public Hearing to be Held by the City Council on the Levy of the Proposed Assessment.” 9. QUASI-JUDICIAL.1210 Newell Road [18PLN-00289]: Recommendation by the Planning and Transportation Commission to Uphold the Director's Tentative Decision to Deny a Variance Request to Allow for an Exception From the Standard Corner Lot Fence Height Regulations for a Fence of Approximately 7' 5" in the Front Yard, 8' in the Rear Yard, and 7' 5" in the Street Yard, and no Reduced Height in the Sight Triangle for the Newell Road/Community Lane Intersection. Environmental Assessment: In Accordance With Guideline Section 15270, California Environmental DRAFT ACTION MINUTES Page 3 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 Quality Act (CEQA) Does not Apply to Projects That a Public Agency Disapproves. Zoning District: R-1 (Single-Family). 10. Policy and Services Committee Recommends the Council Accept the 2019-2020 Sustainability Work Plan. 11. Adoption of a Resolution Amending Objective Standards for Wireless Communications Facilities on Wood Utility Poles in the Public Rights of Way to Correct an Administrative Error. 12. Ordinance 5466 Entitled “Ordinance of the Council of the City of Palo Alto Amending Title 16 (Building Regulations) of the Palo Alto Municipal Code to Require Management of PCBs During Building Demolition in Compliance With the Municipal Regional Stormwater Permit (FIRST READING: May 20, 2019 PASSED 7-0).” 13. Ordinance 5467 Entitled “Ordinance of the Council of the City of Palo Alto Amending Title 12 of the Palo Alto Municipal Code to set a 120 Day Statute of Limitations for Challenges to the City’s Gas Rates (FIRST READING: May 20, 2019 PASSED 7-0).” MOTION PASSED FOR AGENDA ITEM NUMBERS 4-10, 12-13: 7-0 Action Items 14. Discussion and Direction Regarding the Cubberley Master Plan, Including a Request for Proposal for Development of the Cubberley Business Plan and Level of Housing for the California Environmental Quality Act (CEQA) Review. Council took a break at 7:54 P.M. and returned at 8:14 P.M. MOTION: Council Member DuBois moved, seconded by Council Member Kou to request a Request for Proposal (RFP) for development of a Cubberley Business Plan, as well as the following: A. Assume that lease payments will go into a development fund after December, 2019. Do not assume automatic renewal of lease; B. Assume that if the parties chose to do so they can relocate the property lines to benefit the project; C. Assume that ownership and operational costs will be subject to negotiation based on funding commitments; DRAFT ACTION MINUTES Page 4 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 D. Explore higher density for housing on San Antonio at 32, 64, and 112 Units for California Environmental Quality Act (CEQA) purposes; and E. Business plan should propose parkland dedications as part of the project. SUBSTITUTE MOTION: Council Member Cormack moved, seconded by Council Member Kniss to: A. Direct Staff to proceed with a Request for Proposals (RFP) for a consultant to develop a business plan and proforma for future Cubberley construction and operations; and B. Direct Staff to include Option 3, 112 housing units, in the California Environmental Quality Act (CEQA) Project Description. INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to change the Motion Part B to state “Direct Staff to include Option 4, 164 Housing units, in the California Environmental Quality Act (CEQA) Project Description.” INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion a New Part C to direct Staff to hold a Joint Study Session with PAUSD in August 2019. INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part C: i. Assume that if the parties chose to do so they can relocate the property lines to benefit the project; and ii. Assume that ownership and operational costs will be subject to negotiation based on funding commitments. SUBSTITUTE MOTION AS AMENDED RESTATED: Council Member Cormack moved, seconded by Council Member Kniss to: A. Direct Staff to proceed with a Request for Proposals (RFP) for a consultant to develop a business plan and proforma for future Cubberley construction and operations; and B. Direct Staff to include Option 4, 164 Housing units, in the California Environmental Quality Act (CEQA) Project Description. C. Hold a Joint Study Session with PAUSD in August 2019, which will include discussion regarding the following: i. Assume that if the parties chose to do so they can relocate the property lines to benefit the project; and DRAFT ACTION MINUTES Page 5 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 ii. Assume that ownership and operational costs will be subject to negotiation based on funding commitments. INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to change the Motion Part B to state “Direct Staff to study 164 housing units, with up to 100 units on City land, and up to 112 units on 525 San Antonio and Greendell School, in the California Environmental Quality Act (CEQA) Project Description.” INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to move Part C. ii. to Part A. SUBSTITUTE MOTION AS AMENDED RESTATED: Council Member Cormack moved, seconded by Vice Mayor Fine to: A. Direct Staff to proceed with a Request for Proposals (RFP) for a consultant to develop a business plan and proforma for future Cubberley construction and operations, and assume that ownership and operational costs will be subject to negotiation based on funding commitments; B. Direct Staff to study 164 housing units, with up to 100 units on City land, and up to 112 units on 525 San Antonio and Greendell School, in the California Environmental Quality Act (CEQA) Project Description; and C. Hold a Joint Study Session with PAUSD in August 2019, which will include discussion regarding the following: i. Assume that if the parties chose to do so they can relocate the property lines to benefit the project SUBSTITUTE MOTION AS AMENDED PASSED: 4-3 DuBois, Kou, Tanaka no Mayor Filseth, who voted on the affirmative side, asked for a reconsideration of the Substitute Motion. SUBSTITUTE MOTION AS AMENDED FAILED: 3-4 DuBois, Filseth, Kou, Tanaka no. MOTION RESTATED: Council Member DuBois moved, seconded by Council Member Kou to request a RFP for development of a Cubberley Business Plan, as well as the following: DRAFT ACTION MINUTES Page 6 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 A. Assume that lease payments will go into a development fund after December, 2019. Do not assume automatic renewal of lease; B. Assume that if the parties chose to do so they can relocate the property lines to benefit the project; C. Assume that ownership and operational costs will be subject to negotiation based on funding commitments; D. Explore higher density for housing on San Antonio at 32, 64, and 121 Units for CEQA purposes; and E. Business plan should propose parkland dedications as part of the project. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to delete from the Motion Parts A and E. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part D “…and Greendell School…” AMENDMENT: Vice Mayor Fine moved, seconded by Council Member Kniss to change Motion Part C to support Option 4 for CEQA purposes. AMENDMENT FAILED: 3-4 Cormack, Fine, Kniss yes MOTION AS AMENDED RESTATED: Council Member DuBois moved, seconded by Council Member Kou to request a RFP for development of a Cubberley Business Plan, as well as the following: A. Assume that if the parties chose to do so they can relocate the property lines to benefit the project; B. Assume that ownership and operational costs will be subject to negotiation based on funding commitments; and C. Explore higher density for housing on San Antonio and Greendell School at 32, 64, and 112 Units for CEQA purposes. SUBSTITUTE MOTION: Council Member Cormack moved, seconded by Vice Mayor Fine to: DRAFT ACTION MINUTES Page 7 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 A. Direct Staff to proceed with a Request for Proposals (RFP) for a consultant to develop a business plan and proforma for future Cubberley construction and operations, and assume that ownership and operational costs will be subject to negotiation based on funding commitments; B. Direct Staff to study 112 housing units, with up to 100 units on City land, and up to 112 units on 525 San Antonio and Greendell School, in the California Environmental Quality Act (CEQA) Project Description; and C. Hold a Joint Study Session with PAUSD in August 2019, which will include discussion regarding the following: i. Assume that if the parties chose to do so they can relocate the property lines to benefit the project. SUBSTITUTE MOTION PASSED: 6-1 Tanaka no 15. PUBLIC HEARING / QUASI-JUDICIAL. 2321 Wellesley Street [18PLN- 00178]: Request for a Zone Change From R-1 to RMD (NP) and Approval of a Major Architectural Review to Construct a Two-family Residence. Environmental Assessment: Exempt From the Provisions of CEQA per Section 15303. Zoning District: R-1 (Single-family Residential). Public Hearing opened at 11:20 P.M. Public Hearing closed at 11:24 P.M. MOTION: Council Member DuBois moved, seconded by Council Member Kniss to: A. Find the proposed Ordinance and project exempt from the California Environmental Quality Act in accordance with CEQA Guidelines Section 15303(b); B. Introduce an Ordinance amending the Zoning Map to rezone the subject property from R-1 to RMD(NP) as recommended by the Planning and Transportation Commission on December 12, 2018; and C. Adopt the Record of Land Use Action approving the Architectural Review, based on findings and subject to conditions of approval as recommended by the Architectural Review Board on December 20, 2018. MOTION PASSED: 7-0 DRAFT ACTION MINUTES Page 8 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 16. Authorize and Approve $1 Million From the Residential Housing In- lieu Fund and $9 Million From the Commercial Housing Fund for a Total of $10 Million for the Development and Construction of the 100 Percent Affordable Housing Project at 3705 El Camino Real; and Approve Budget Amendments in the Residential Housing In-lieu Fund and the Commercial Housing Fund. MOTION: Council Member Kniss moved, seconded by Mayor Filseth to approve a $10 million loan to Palo Alto Housing Corporation for the predevelopment and construction of an 100% affordable housing project at 3705 El Camino Real, including: A. Amend the Fiscal Year 2019 Budget Appropriation Ordinance for: i. The Residential Housing In-Lieu Fund by: a) Increasing Grants and Subsidies in the amount of $1,000,000; and b) Decreasing the Ending Fund Balance in the amount of $1,000,000; ii. The Commercial Housing Fund by: a) Increasing Grants and Subsidies in the amount of $9,000,000; and b) Decreasing the Ending Fund Balance in the amount of $9,000,000; and B. Authorize the City Manager or designee to negotiate and execute a Loan Agreement, Regulatory Agreement, and related documents necessary to implement Council direction in a form substantially similar to prior agreements approved by the City. MOTION PASSED: 7-0 State/Federal Legislation Update/Action None. Closed Session 17. CONFERENCE WITH CITY ATTORNEY – ANTICIPATED LITIGATION Subject: 2555 Park Blvd Authority: Government Code Section 54956.9(d)(2) and (e)(3) DRAFT ACTION MINUTES Page 9 of 9 City Council Meeting Draft Action Minutes: 06/03/2019 (One Potential Case, as Defendant) MOTION: Council Member Kniss moved, seconded by Vice Mayor Fine to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 11:45 P.M. Council returned from Closed Session at 12:10 A.M. Mayor Filseth announced the Council voted 6-1 (Council Member Kou dissenting) to approve an agreement between the City and the property owner at 2555 Park Boulevard to resolve a potential lawsuit with an agreement that retail use shall not be required on the ground floor of the building at 2555 Park Boulevard and that the office use on the ground floor shall be considered a legal nonconforming use. Adjournment: The meeting was adjourned in honor of the victims of the shooting at the Virginia Beach Municipal Center at 12:15 A.M. CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 6 Special Meeting June 10, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:05 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka Absent: DuBois Closed Session 1. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Noise and Other Impacts Arising From Management of Aircraft in the Northern California Airspace, Including the STAR PIRAT TWO Procedure Authority: Government Code Section 54956.9(d)(4) (One Potential Case, as Plaintiff). MOTION: Council Member Cormack moved, seconded by Mayor Filseth to go into Closed Session. MOTION PASSED: 6-0 DuBois absent Council went into Closed Session at 5:31 P.M. Council returned from Closed Session at 7:35 P.M. Mayor Filseth announced that the City Council decided not to initiate litigation against the Federal Aviation Administration. Agenda Changes, Additions and Deletions Ed Shikada, City Manager, removed the proposed Ordinance on Refuse Collection from Agenda Item Number 10. Consent Calendar MOTION: Council Member Kou moved, seconded by Council Member Tanaka, third by Council Member XXX pull Agenda Item Number 6, “Approval of an Agreement With Rincon Consultants…”. MOTION FAILED DUE TO THE LACK OF A THIRD DRAFT ACTION MINUTES Page 2 of 6 City Council Meeting Draft Action Minutes: 06/10/2019 Council Member Kou registered a no vote on Agenda Item Number 6. Council Member Tanaka registered a no vote on Agenda Item Number 6 MOTION: Council Member Kniss moved, seconded by Council Member Cormack to approve Agenda Item Numbers 2-9. 2. Approval of a One-year Contract Renewal With Oracle America, Inc., Contract Number C19174703 for Software Program Technical Support Services in the Amount of $119,570; and Approval and Authorization of the City Manager or his Designee to Approve up to a 10 Percent Contingency Amount Not-to-Exceed $11,957. 3. Approval of a Wastewater Collection Construction Contract With Ranger Pipelines, Inc. in the Amount of $2,123,073 for Wastewater Collection System Rehabilitation/Augmentation Capital Project 28 (WC-15001) in the Leland Manor/Garland, Midtown West and Lower Page Mill/Los Altos Hills Neighborhoods. 4. Approval of Amendment Number 5 to Agreement Number S0114750 With Peninsula Corridor Joint Powers Board for Shuttle Service Administration to Extend the Term of the Agreement for One-year for $132,400 for the Embarcadero Shuttle Route From July 2019 Until June 2020. 5. Approval of Three Contract Amendments for On-call Inspection and Plan Review Services With: (1) 4Leaf, Inc.; (2) SAFEbuilt; and (3) Shums Coda Associates to Increase the Combined Amount by $2,500,000 for a new Combined Amount Not-to-Exceed $10,200,000, and to Extend the Term Through June 30, 2020. 6. Approval of an Agreement With Rincon Consultants in the Amount of $143,452 for a Term of Seven Months for Environmental Analysis of the Cubberley Master Plan. 7. Policy and Services Committee Recommends the City Council Accept the Code Enforcement Audit. 8. Finance Committee Recommends the City Council Accept the Macias Gini & O'Connell's Audit of the City of Palo Alto's Financial Statements as of June 30, 2018 and Management Letter. 9. Ordinance 5468 Entitled “Ordinance of the Council of the City of Palo Alto to Amend the Contract Between the Board of Administration of the California Public Employees’ Retirement System (CalPERS) and the City DRAFT ACTION MINUTES Page 3 of 6 City Council Meeting Draft Action Minutes: 06/10/2019 of Palo Alto to Implement the Share of Employer Contribution in Accordance With Section 20516 of the California Government Code and the Memorandum of Agreement Between the City of Palo Alto and Utilities Management and Professional Association of Palo Alto (UMPAPA) (FIRST READING: MAY 20, 2019 PASSED: 7-0).” MOTION PASSED FOR AGENDA ITEM NUMBERS 2-5, 7-9: 6-0 DuBois absent MOTION PASSED FOR AGENDA ITEM NUMBER 6: 4-2 Kou, Tanaka no, DuBois absent Action Items 10. PUBLIC HEARING: Adoption of Three Ordinances Amending Title 5 (Health and Sanitation) of the Palo Alto Municipal Code to: 1) Establish new Disposable Foodware Requirements, Including Restrictions on the use of Plastic Straws, Cutlery, Stirrers, and Related Items, and Provision of Printed Receipts at Food Service Establishments; 2) Establish Regulations Related to Produce Bags at Retail Service Establishments; and 3) Require Deconstruction and Source Separation of Construction and Demolition Related Materials to Maximize Salvage and Reuse of Building Materials, and Increase Recycling and Diversion from Landfills; Adoption of a Negative Declaration for new Deconstruction Program Activities; and Finding the Disposable Foodware and Refuse Collection Ordinance to be Exempt Under California Environmental Quality Act (CEQA). Public Hearing opened at 8:39 P.M. Public Hearing closed at 9:13 P.M. MOTION: Council Member Kniss moved, seconded by Mayor Filseth to: A. With respect to a proposed Ordinance for Disposable Foodware and Produce Bags (Disposable Foodware Ordinance): i. Find the Ordinance is exempt from California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15061(b)(3), 15307 and 15308; and ii. Adopt an Ordinance amending Chapters 5.30 and 5.35 of Title 5 of the Palo Alto Municipal Code, to: (1) regulate the use of disposable foodware, including restricting the use of plastic straws, cutlery, beverage plugs, stirrers and other accoutrements, DRAFT ACTION MINUTES Page 4 of 6 City Council Meeting Draft Action Minutes: 06/10/2019 and the provision of printed receipts at food service establishments; and (2) restrict the use of plastic produce and meat bags at retail service establishments including grocery stores and farmers markets AMENDMENT: Council Member Cormack moved, seconded by Council Member XX to add to the Motion Part A. ii., “charge for non-reusable cups and containers and require reusable foodware for dine-in.” AMENDMENT WITHDRAWN BY THE MAKER AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to change the provision regarding receipts to, “Require businesses to offer whether or not a customer would like a receipt”. AMENDMENT WITHDRAWN BY THE MAKER MOTION PASSED: 6-0 DuBois absent MOTION: Council Member Kniss moved, seconded by Council Member Cormack to: A. With respect to a proposed Ordinance for Deconstruction and Construction Materials Management (Deconstruction Ordinance): i. Adopt a Resolution adopting the Negative Declaration for the Ordinance for Deconstruction and Construction Materials Management as adequate and complete under the CEQA; and ii. Adopt an Ordinance replacing Chapter 5.24 with a new Chapter 5.24 to Title 5 of the Palo Alto Municipal Code, to establish deconstruction and construction materials management requirements for demolition projects. MOTION PASSED: 6-0 DuBois absent Council took a break at 10:05 P.M. and returned at 10:11 P.M. 11. Colleagues’ Memo on Safe Parking at the Los Altos Water Treatment Plant Located on 1275 San Antonio Road. MOTION: Council Member Kou moved, seconded by Mayor Filseth to refer this item to Policy and Services and/or create a sub-committee or task force to craft program details to bring back to Council. Such a program should include elements such as: DRAFT ACTION MINUTES Page 5 of 6 City Council Meeting Draft Action Minutes: 06/10/2019 A. Identify and determine interest in expanding vehicle dwelling management and transition services with local area nonprofits such as Project WeHope, Samaritan House, Life Moves, and Abode Services, who can partner with the city to manage a Vehicle Dweller program; B. Identify large commercial lots that could be used for a managed overnight program such as on Bayshore and in the Research Park and a plan to reach out to property owners; C. Seed the program using city-owned land located at 2000 Geng Road, and/or other potential sites. Explore bathroom construction and/or portable bathroom/shower services on identified Palo Alto city sites; D. Engage the County of Santa Clara to explore funding assistance and for additional programs to support enabling individuals to find employment and housing; and E. Direct Staff to propose additional steps to distinguish between high and low-income individuals and manage parking on streets once managed spots are available for low income individuals. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion, “…and/or create a sub- committee or task force…” AMENDMENT: Council Member Cormack moved, seconded by Vice Mayor Fine to delete Part E from the Motion. AMENDMENT PASSED: 4-2 Kou, Tanaka no, Dubois absent AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to amend the Motion to state “…refer this item to the Human Relations Commission and Planning and Transportation Commission prior to the Policy and Services Committee…’ AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION AS AMENDED: Council Member Kou moved, seconded by Mayor Filseth to refer this item to the Policy and Services Committee to craft program details to bring back to Council. Such a program should include elements such as: A. Identify and determine interest in expanding vehicle dwelling management and transition services with local area nonprofits such as Project WeHope, Samaritan House, Life Moves, and Abode Services, who can partner with the city to manage a Vehicle Dweller program; DRAFT ACTION MINUTES Page 6 of 6 City Council Meeting Draft Action Minutes: 06/10/2019 B. Identify large commercial lots that could be used for a managed overnight program such as on Bayshore and in the Research Park and a plan to reach out to property owners; C. Seed the program using city-owned land located at 2000 Geng Road, and/or other potential sites. Explore bathroom construction and/or portable bathroom/shower services on identified Palo Alto city sites; D. Engage the County of Santa Clara to explore funding assistance and for additional programs to support enabling individuals to find employment and housing. MOTION AS AMENDED PASSED: 5-1 Tanaka no, DuBois absent State/Federal Legislation Update/Action None Adjournment: The meeting was adjourned at 11:04 P.M. City of Palo Alto (ID # 9465) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: P&S Recommendation to Accept Status Updates of Parking Funds Audit & FY 2019 Budget Amendment Title: Policy and Services Committee Recommends the City Council Accept the Status Update of the Parking Funds Audit and Approve Consolidation of Residential Preferential Parking Program Funds; and Approve FY 2019 Budget Amendments in the Residential Parking Fund and the General Fund From: City Manager Lead Department: Planning and Community Environment Recommended Motion Staff recommends that City Council: 1) Accept the recommendation of the Policy and Services Committee from June 2018 to accept the status update of the Audit of Parking Funds; and 2) Approve the consolidation of individual Residential Preferential Parking (RPP) neighborhood funds into one RPP program fund; and 3) Amend the Fiscal Year 2019 Budget Appropriation Ordinance for a) The Residential Parking Permit Fund (College Terrace) by: i) Increasing the transfer expense appropriation to the General Fund in the amount of $80,000; and ii) Decreasing the Ending Fund Balance in the amount of $80,000; b) The General Fund by: i) Increasing the estimated transfer from the Residential Parking Permit Fund (College Terrace) in the amount of $80,000; and ii) Increasing the Budget Stabilization Reserve in the amount of $80,000. Background At its meeting on June 21, 2018, the Policy and Services Committee unanimously approved and recommended that the City Council accept the report providing an update on the status of implementation of the City Auditor’s recommendations in the 2015 Audit of Parking Funds (Audit) and the recommended consolidation of financial accounting of the RPP program into one fund. The Policy and Services Committee report, status update, and minutes are available in the links that follow: City of Palo Alto Page 2 • Report (Staff Report 9325): https://www.cityofpaloalto.org/civicax/filebank/documents/65421 • Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=45893.76&BlobID=65704 The Audit found that when the College Terrace RPP program was established, the City Council had designated that the parking permit fees for College Terrace be set so that the program would be cost neutral, including initial seed funding from Stanford’s 2000 General Use Permit (GUP), but the program was not administratively established in that manner. Staff traced and analyzed the actual expenses related to implementing the program, for which significant support from General Fund resources were used, calculated appropriate interest for the amount of General Fund subsidization for past years, and concluded that funds should be transferred from the RPP Fund to the General Fund to more closely align the program with Council’s prior direction and reflect that Stanford monies were properly spent consistent with the Conditions of Approval in the Stanford GUP. Discussion In 2018, the Policy and Services Committee made its recommendations to accept the above-mentioned status report. Since then, staff has continued to implement the remaining Auditor recommendation – establishing an administrative protocol for updating parking in-lieu fees – and anticipates providing an additional update to the Policy and Services Committee later this calendar year. The Policy and Services Committee also recommended consolidation of parking funds to combine RPP accounts in a manner that still allows Council to track program data for each individual district while reducing administrative challenges associated with the financials. The first RPP program neighborhood was established in 2009 for the College Terrace neighborhood with $100,000 in dedicated funding from Stanford as a condition of Stanford’s 2000 General Use Permit issued by Santa Clara County. At that time, Council directed that the program recover costs through permit fees and not rely on General Fund subsidies. In order to track the expenses and revenues of the program, a special revenue fund was established, however, all expenses associated with this new program were not allocated, accounted for, or tracked in this new fund. The 2015 Parking Funds Audit found that the General Fund consistently absorbed a portion of the Planning and Community Environment Department’s (PCE) administration costs, the Police Department’s enforcement costs and the Administrative Services Department’s (ASD) permitting costs for the College Terrace RPP program even though a separate special revenue fund had been established with the initial $100,000 in funding deposited there. Staff has done an analysis back to 2008 to determine the costs incurred to initiate and implement the College Terrace neighborhood RPP program, all of which were absorbed in the General Fund. Since these costs were not budgeted to or spent from the special revenue fund established for this College Terrace neighborhood RPP program, the initial funding from the 2000 Stanford General Use Permit funds remained and the initiation activities were subsidized by the General Fund. It is estimated that the General Fund absorbed costs of over $280,000 for these services (including interest). Staff now requests that Council authorize a budget amendment to transfer the funds from the RPP Fund equal to the 2000 Stanford General Use Permit funds to partially repay the General Fund for the subsidization. When the Crescent Park RPP program (focused on an overnight parking restriction) was established in August 2013, the Council did not direct that the program fully recover costs. Financial accounting for this new neighborhood RPP program was accounted for in the RPP special revenue fund that was established at the impetus of the College Terrace program discussed above. City of Palo Alto Page 3 Since the revenue and expenses of the two then-existing RPP programs were not being tracked separately, it became difficult to ascertain whether the College Terrace RPP program was recovering its costs. The Parking Funds Audit thus recommended that separate accounts be implemented for each RPP program with the goal of improving the ability to track cost and revenue data. As additional RPP neighborhood programs were adopted (Downtown, Evergreen-Mayfield, and Southgate), staff implemented the recommendation through separate cost centers within the special revenue RPP fund that was originally started at the founding of the College Terrace RPP program. Even with this approach, since each program was adopted at separate times, adding on to existing services, expenses and revenues could not be accurately split within the City’s financial system to achieve the intended objective of the Audit of precise tracking by neighborhood. This is partially because staff works to find efficiencies in program administration through scaling the marginal additional work of new neighborhoods. Although there is some variation between neighborhood programs, the RPP program overall has common features, costs and expenses, and administrative needs. The recommended direction from the Policy and Services Committee is to consolidate the funds and bring greater uniformity to the programs to ease the administrative burdens that have been a feature of program implementation. This consolidated fund will provide Council with the flexibility to adjust parking permit rates based on City policy and the fiscal health of the fund as a whole, consistent with applicable laws and policies. Staff anticipates that with implementation of a new permitting and citation processing system – to be considered by Council this year – transactional data associated with each RPP neighborhood program can be tracked even within one consolidated fund. Resource Impact The recommended budget amendment action will reduce the RPP Fund by $80,000 and increase the General Fund Budget Stabilization Reserve equally. This essentially repays the General Fund for a portion of its support of the College Terrace RPP from inception and appropriately spends the Stanford GUP funding in full for those funds that were dedicated to this new program at the time. The Policy and Services Recommendation to consolidate all RPP programs into one fund will have no impact on resources. Overall, staff projects that the Residential Parking Permit Fund may end FY 2019 with a zero or negative fund balance in Fiscal Year 2019. Staff will monitor FY 2019 activity closely, though FY 2019 may require assistance in the form of a General Fund subsidy as well. The FY 2020 Proposed Budget recommends an operating subsidy from the General Fund to ensure the fund remains solvent in FY 2020. Environmental Impact The proposed action is administrative only and not a project under the California Environmental Quality Act. Therefore, an environmental review is not required. City of Palo Alto (ID # 10222) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Cross Bore Verification Program Phase II FY 2020 -FY 2021 Title: Approval of Construction Contract Number C19174628 With AIMS Companies in the Amount of $1,732,250 for Phase 2 of the Cross Bore Verification, Inspection and Assessment Program, and Authorization to Execute and Negotiate Related Change Orders in the Amount of $173,225, for a Total Not-to-Exceed Amount of $1,905,475 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 C19174628 with AIMS Companies (Attachment A) in an amount not to exceed $1,732,250 for the Phase 2 Cross Bore Verification, Inspection and Assessment Program over a two-year period; 2. Approve and authorize the City Manager or his designee to negotiate and execute one or more changes to the contract for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $173,225 or 10% of the contract amount; the total not-to-exceed amount is $1,905,475 for the contract; Executive Summary The Phase 2 Cross Bore Verification, Inspection and Assessment Program FY 2020 and FY 2021 is a 2-year project that will video-inspect and assess approximately 2,500 sewer laterals throughout the City. The main purpose of this contract is to verify that the sewer laterals are free of cross bores. Work performed under this contract will also include hydro excavation, water jetting, and mechanical cleaning in sewer lines which must first be cleared in order to allow the video inspection to proceed. The contractor will exhaust all efforts to complete and verify each inspection has cleared. In the event all attempts to video inspect the sewer lateral are unsuccessful, the City will verify the unsuccessful inspection and may authorize the contractor to perform hydro-excavation. Through the video inspection the contractor will also City of Palo Alto Page 2 evaluate the pipe condition of City-owned laterals and code any defects according to national standards. Background Cross bores occur when a pipe is installed by trenchless (horizontal drilling) techniques and inadvertently penetrates pre-existing pipe in its path. When the damaged pipe is a sanitary sewer lateral this damage may not be discovered for years, until the sewer lateral becomes clogged. The City adopted horizontal drilling in the 1970s as an alternative to traditional trenching for gas service and distribution main installations. Since 2001, all Capital Improvement Gas Main Replacement Projects have included a requirement to video inspect sewer laterals to look for potential cross bores. Since 2011, City crews have conducted video inspections on projects they have completed as well. In 2011 the City hired a contractor to video inspect existing sewer laterals to look for cross bores. This 2011 project (Phase 1) was completed in 2013, successfully verifying that 7,166 sewer laterals were clear of potential cross bores, and CPAU Gas Operations subsequently repaired the identified 26 natural gas cross bores Since the completion of Phase 1, staff performed an extensive review to prioritize the remaining 8,549 sewer laterals from Phase 1 that need inspection. This contract will cover the inspection of 2,500 sewer laterals that staff determined were the highest priority from the remaining 8,549 sewer laterals. Discussion Data Selection There are approximately 8,549 sewer laterals that were not inspected or had incomplete video inspections from Phase 1 of the cross bore inspection program due to maintenance, construction issues or unanticipated field conditions. In Phase 2, staff identified 2,500 high priority laterals through a risk assessment process that included factors such as: the method of gas service installation (bored in services), gas pipe material (polyethylene), type of structure the gas line was serving (critical facility or high occupancy buildings), proximity of the gas and sewer pipes, and whether the gas service line had an automatic shutoff valve. Staff will prioritize the remaining 6,049 sewer laterals in the next phases of the program to determine which laterals will need video inspection. Sewer Lateral Condition Assessment In addition to the cross bore video inspection, the contractor will perform a lateral condition assessment in conformance with the National Association of Sewer Services Companies (NASSCO) standards. These standards provide consistency in evaluating, maintaining, and rehabilitating underground sanitary sewer infrastructure. Most larger cities, engineering firms, and contractors around the US are using or adopting NASSCO standards in identifying pipeline defects. The contractor will identify and code pipe defects within the portion of the sewer City of Palo Alto Page 3 lateral owned by the City using NASSCO’s Lateral Assessment and Certification Program (LACP). Staff will use the assessments generated from this program to ensure the timely repair or replacement of the highest priority laterals. Project Coordination and Outreach Staff contacted outside agencies which have completed similar cross bore inspection projects and local contractors who have performed cross bore inspection projects to identify the industry’s best practices. Staff also incorporated the City Auditor’s recommendations from the Phase 1 Cross Bore project into the Phase 2 Cross Bore project, to ensure complete inspections would be performed under a variety of sewer lateral conditions and to consistently capture relevant data. City staff and contractor will conduct public outreach prior to the commencement of the sanitary sewer lateral inspection. The City will inform the community about the safety inspection program by mailing construction notification and posting information on the City website. The contractor will distribute additional written notification to all affected property occupants at least 7 days before mobilization, and will provide a second notice 24 hours prior to the start of inspection activities. If private property access is necessary to successfully complete the inspection, the City will have a dedicated City Inspector to assist the contractor in gaining access to private property. City staff will attempt to schedule an entry to private property at least 7 days prior to video inspection. Bid Process On March 29, 2019, the City posted a notice inviting formal bids (IFB) for the Phase 2 Cross Bore Verification Program FY 2020 and FY 2021 on PlanetBids through the City’s web portal. The bidding period was 16 calendar days. The City received 4 bids from qualified contractors on April 22, 2019. Bid Name/Number Phase 2 Cross Bore Verification Program FY 2020 and FY 2021 – IFB 174628 Proposed Length of Project 476 working days Number of Vendors notified through PlanetBids 8 Number of Builder’s Exchanges notified through PlanetBids 8 Number of Bid Packages Downloaded by Contractors 8 Total Days to Respond to Bid 16 Pre-Bid Meeting? April 8, 2019 (Mandatory) Number of Company Attendees at Pre- Bid Meeting 7 Number of Bids Received: 4 Bid Price Range **$827,000 - $1,640,000 City of Palo Alto Page 4 *Bid summary provided in Attachment C. **The bid price is based on the 1,200 sewer laterals submitted by the bidders. The low bid submitted by AIMS Companies is forty-five percent below the Engineer’s Estimate. The Engineer’s Estimate was calculated based on an average estimate provided to the City by contractors working in this field. Staff also applied “metropolitan cost modifier” to the average price to closely approximate the probable cost of each lateral inspection. Since there is available funding, due to the lower unit pricing, staff recommends increasing the number of sewer laterals for inspection from 1,200 to 2,500 to accelerate the inspection program. The Contractors’ State License Board shows AIMS Companies has an active license on file. References provided by AIMS Companies were contacted by City staff and similar projects were found to be completed satisfactorily. The Contractor is registered and in good standing with the Department of Industrial Relations (DIR). AIMS Companies has a current construction contract with City of Palo Alto Utilities Operations for on-call cross bore verification service. They demonstrate the knowledge and ability to complete the work on schedule and within budget. Staff considers the low bid acceptable for the work involved and recommends award of the contract to AIMS Companies A contingency amount of $173,225, or ten (10%) of the total contract, is requested for unforeseen work that may develop during the project. Resource Impact Funding for the cross bore safety program is currently budgeted in the Gas fund for $1,000,000 in Fiscal Year (FY) 2019 and $905,475 in the FY 2020 Proposed Budget. The assessment of sewer lateral condition in conformance with NASSCO standards, will be funded by Wastewater Collections. The Gas Fund will charge back the Wastewater Collection Fund for the sewer later assessment. The estimated Wastewater Collection share of the contract is $151,250. Policy Implication The approval of this contract and implementation of this project is consistent with existing City goals, policies and plans including: 2018 Utilities Strategic Plan Priority 2: Collaboration • Strategy 1, Action 2: Proactively communicate about capital improvement projects to mitigate the impacts of construction, while maximizing public support and the allocated financial resources. • Strategy 2, Action 2: Enhance current coordination of scheduling, synchronization and communication of capital improvement, maintenance, operations projects and other Utilities programs and services with other departments to improve implementation and efficiency City of Palo Alto Page 5 Priority 4: Financial Efficiency and Resource Optimization • Strategy 3: Enhance planned maintenance programs for all utilities through clearly defined maintenance plans, improved management reporting, and developing innovative ways to ensure efficient completion of all maintenance • Strategy 5: Engage stakeholders and define CPAU’s role in supporting and facilitating community resiliency. Environmental Impact This project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15301 (repair, maintenance or minor alteration of existing facilities). Attachments: • Attachment A: Contract C19174628 - AIMS Companies • Attachment B: Cross Bore Verification Project Phase II • Attachment C: Cross Bore Phase II Bid Summary 1 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 CONSTRUCTION CONTRACT Contract No. C19174628 City of Palo Alto Cross Bore Verification Program Phase II Project 2 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS… ................................................ 6 1.1 Recitals… ..................................................................................................................... 6 1.2 Definitions ................................................................................................................... 6 SECTION 2 THE PROJECT .......................................................................................................... 6 SECTION 3 THE CONTRACT DOCUMENTS.................................................................................. 7 3.1 List of Documents ........................................................................................................ 7 3.2 Order of Precedence… ................................................................................................. 7 SECTION 4 CONTRACTOR’S DUTY ............................................................................................. 8 4.1 Contractor's Duties… ................................................................................................... 8 SECTION 5 PROJECT TEAM ....................................................................................................... 8 5.1 Contractor's Co-operation ............................................................................................ 8 SECTION 6 TIME OF COMPLETION ............................................................................................ 8 6.1 Time Is of Essence…...................................................................................................... 8 6.2 Commencement of Work ............................................................................................. 8 6.3 Contract Time… ............................................................................................................ 8 6.4 Liquidated Damages ..................................................................................................... 8 6.4.1 Other Remedies… ...................................................................................................... 9 6.5 Adjustments to Contract Time… ................................................................................... 9 SECTION 7 COMPENSATION TO CONTRACTOR…....................................................................... 9 7.1 Contract Sum…............................................................................................................. 9 7.2 Full Compensation ....................................................................................................... 9 SECTION 8 STANDARD OF CARE… ............................................................................................ 9 8.1 Standard of Care .......................................................................................................... 9 SECTION 9 INDEMNIFICATION ............................................................................................... 10 9.1 Hold Harmless ........................................................................................................... 10 9.2 Survival ..................................................................................................................... 10 SECTION 10 NON-DISCRIMINATION ................................................................................................................10 10.1 Municipal Code Requirement .............................................................................................................10 SECTION 11 INSURANCE AND BONDS. .................................................................................... 10 3 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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… .......................................................................... 12 15.1 Remedies Upon Default ............................................................................................ 12 15.1.1 Delete Certain Services… ...................................................................................... 12 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 ...................................................................................................... 14 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 4 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 5 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 6 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 24, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and AIMS/PVIC CA LLC, dba AIMS COMPANIES ("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 Limited Liability Company duly organized and in good standing in the State of Cali, Contractor’s License Number 1008464 and Department of Industrial Relations Registration Number 1000053535. 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 29, 2019, City issued an Invitation for Bids (IFB) 174628 to contractors for the Cross Bore Verification Program Phase II (“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 Cross Bore Verification Program Phase II Project, located at various locations throughout, Palo Alto, CA. ("Project"). 7 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 8 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 476 Working Days. 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 Five Hundred dollars ($500.00) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, 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 9 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 One Million Seven Hundred Thirty Two Thousand Two Hundred Fifty Dollars ($1,732,250.00). [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. 10 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 11 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 AND City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Aaron Perkins In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: 12 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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: AIMS/PVIC CA LLC, dba AIMS COMPANIES 1616 S. 31st Avenue Phoenix AZ 85009 Attn: Steven J. Hudson 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. 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. 13 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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 right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 14 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 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. 15 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 .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. 16 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 17 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 18 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. 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 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. 19 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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: “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.” 20 Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT Rev. March 17, 2017 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. (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 APPROVED AS TO FORM: APPROVED: Utilities Director AIMS/PVIC CA LLC, dba AIMS COMPANIES Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT 4266 82 7 717 729 723 172174 21052103 435 265 0 2561 42 5 0 240 90 4 1080 14 1 8 282 5 750 821 32 7 7 510 33 5 1 33 0 2 21 5 5 552548550554556558560562 566564576568580570582 572574578 584586588 3215 31 8 1 136138 324 6 14 2 6 345 41 3 6 100 1 2871 384 208 1 209 1 210 9 21 1 1 207 1 427 6 427 4 429 0 42 9 8 21 2 4 227 6 182 0 22 9 0 23 0 0 250 0 252 0 25 4 0 25 6 0 909 21 0 5 263 15 4 3 267265 154 1 15 4 5 72 2 525521 502506510514518522 539541543 101 150 41 4 5 504506508510512514516 524526528 544546548550 584586588590 502 522 542 582 125 135 1099 41 5 6 416 4 416 8 41 6 6 414 6 50 8 14 347 7 348 3 34 8 9 347 1 349 3 3513 35173523 3527 3533 3503 3507 3537 35533557 426 0 425 0 426 8 427 0 427 2 25 4 9 280 405 625 43 9 4 21 8 5 21 6 5 21 5 3 217 0 219 2 215 0 21 4 9 212 1 210 1 229 5226 1 223 7220 5 225 0 22 2 0 229 0 233 5 23 0 1 23 4 5 236 5 238 5 231 0 23 0 0 23 5 0 239 8 238 8 238 0 23 7 0 245 0 24 7 0 937 933935 828 830 832 836 838 834 963 969 789 423 0 423 2 423 4 423 8 425 6 404 5 40 2 5 351 5352 5350 7 350 1350 5 351 7352 1 360 0 28 2 5 101 287 3 28 9 1 29 0 1 441 388 0 138130 180 906 914 910 21 8 5311 465 475 3770 3858 386 0 19 0 9 350 0 1620 1630258 0 25 4 0 250 0 1615 1635 1655 1600 1620 1640 1615 16351655 255 5 25 1 5 3940 3980 3921 3977 800 780 140 0 105 0 381 53 2 780 70 3 53 4 536 429 31 2 7 31 5 9 31 0 1 435 440 831 827 1600A 213 3 21 4 5 13 4 0 1735 701 235 1515 1535 1555 1575 1595 1580 2450 2500 1600 1620 1640 1605 1615 1625 1635 1645 1655 1665 1410 1430 1450 1470 1490 1415 1435 1455 1475 1495 1451 1601 525 601-635 482 703 709 108222 5 289 1065 1077 20 1 7 10531051 91 2 9 1 0 20 2 19 7 445 1001 1000 240 262 202 668 250 8 1050 936 405 2 176 6 1766 41 0 4 260 0 904 114 2 463 24 0 0 24 1 0 242 0 24 3 0 24 3 5 21 5 261 2 99 9 831 38 2 4 105101 310300 301 283 325 323 350 330 327 331 660 413411 416 240 1 - 258 5 410 413417419 410411410412416418 411413417419421 417419 415417419 358A 418416412 525 20 9 21 5 223 23 1 159151 330 218 236 240 343 406 2 406 8 40 7 3 275 422 6 4228 422 2 422 4587 589 25 27 1005 465 250 774 264 239 - 2 4 5 3300 1337 130 0 245 6 542 1402 265 3 - 2 6 6 1 267 3 - 2 6 8 1 22 7 3 - 228 3 22 5 5 - 225 9 22 6 1 - 22 7 1 230 1 421 8 422 0 1418 473 60 231 5 - 232 5 23 4 5 - 235 1 100-108 24 5 4 245 8 544 1400 217 2 129 4 193 5 19 0 1 138 174 404 4 171 A 18 0 5 184 5 187 5 311 118114 90590 9 415 2 400 578576B 580 582586584 888 678 711709 668 945 790 34 7 8 55 5 34 0 3 34 0 7 34 1 1 345 2 346 8 345 8 346 2 34 1 7 340 8 341 2 341 8 34 7 2 348 8 342 3 342 2 342 8 34 2 9 343 3 343 2 27 0 1 831 83 3 83 5 83 9 84 1 843 222 3 3380 1070 3402 3406 356 358 357 351 86 600 121 305 26 4 0 306 320 200 321 690 490 560 670 630 632 634 636 638 640642 644646 648 650 660 598 470 450 699 765 750 744 748 720 716 710 725 705 760 762 708 777 825 835 795 797 799801 821 815 809 851 876 872 868 862 860 850 780 840 824 816 814 810808 802 800 788 864 858 870874 792 812 856 817 1000 998 988 992 994 990 960 900 910 916 1001 901 996 914 1121 1135 1129 1137 1131 1133 1113 1119 1261 1221 1151 1237 378380382384 241 260 449UNITS 1-4 129 139 621-631 655 3223 801 3251 688 755 733 412 717 418 723 432 9 420 18 5 3 154 0 430 1 380 300 372 7 26 7 6 268 0 17 7 2 175 309 4 638 15 2 5 870 645 645A 31 1 1 924926 922 936 665 34 4 4 401 100 3 780 53 0 53 2 53 4 53 6 2180 2190 2170 530B 266 3 267 1 268 5 530 528 532 51 5500508516528 960 619 701 21 8 9 238 248 213 283 11 7 8 236 240604 811 607 911 3431 3419 3429 3425 3427 340 1 340 7 340 3 340 5 90 6 904 902 900 90 8 3417 91 0 341 5 500 432 34 5 0 34 0 0 789 656 789 619 653 - 6 8 7 691 685 687 689 693 829 348 5 158160 34 7 5 421 6 150 420 22 8 0 176 8 2516 225 408 8 434 6 20 6 0 160158 12 0 0 20 7 6 20 8 1 345 30 0 0 429 0 8 9 9 14 4 4 362 8 14 4 6 36 2 4 1130 326 5 1400 267 0 26 8 0 269 0 851 432 8 108 210 0 520212 1 21 2 3 705 11001110 391 0 210 2 1611 21 1 0 2118 21 2 0 213 0 213 6 80 0 600 143147145 33 3 444 316 573 162 42 6 727729 17 0 168 169 12 6 558 628 80 1 10 0 11 0 221 5 11 6 322 1 21 1 8 21 1 4 421 4 647 253 5 21 7 422 6 14 2 5 142 7 142 9 143 1 143 3 143 5 143 7 335 875 300- 330 201 806 505507 1901 650 950 345 0 151 117 0 221 50 4 50 6 50 2 50 8 159 229 115 5 13 3 649 85 0 2601 455 796 20 7 0 20 7 2 20 6 2 207 8 20 8 0 208 2 20 8 6 208 8 10 5 5 121 5 498 882884 28 6 5 140 142144127 425433 423 451 376 8 377 2 8 939 945 250 260 1415 1400 1435 1455 1475 1515 1535 1555 1595 1615 1635 1655 1675 1501 1420 1440 1460 1480 39 2 4 112021 7 0 651 63 5 64 3 250 528 13 3 1 1313 480 92 5 260 23 7 5 222 1 719 723 633641 40 0 0 800 391 8 101 432434436 669 123 103 430 655 4100 117 23 0 0 427 3 426 1 426 9 29 9 2 249 1 960 550 429 6 A - N 1080 1090 1088 530 540 536 14 0 8 SNO 70 1 11 400 940 357 274 514 675 683 693695697699 687691 665 661 569 525 19 4 3905 401 202200 158 3990 379 9 980 717 727 733 737 767 777 740 10 0 7 803 450 360 364 350 340 330 320 429 1 474 470 466 460 450 444 440 436 432 430 42 8 7 321 331 101335 1858 246 3 341 351 355 320 350 432 6 432 2 4358 4360 43 7 4 437 0 43 6 6 43 6 2 43 5 1 43 6 9 43 7 3 43 7 7 438 5 43 9 3 439 2 4390 4388 438 0 43 8 2 4384 437 6 4374 4354 433 2 355 351 180 186 174 170 150 156 144 4392 43 2 8 195 191 185 177 173 417 421 427 429 137 143 131 125 119 11 4 4372 118 120 124 126 128 132 138 140 44 0 40 7 5 965 41 7 0 955 975 38 6 0 220 125 0 434 5 424 9 425 1 41 3 3 41 3 7 41 4 3545 41 5 1 41 5 5 41 6 3 566 41 5 0 570 576 578 590 320 1 322 5 325 0 430 450 460 400326 0 32 5 0 318 0 100 160 281 327 326 345 102 0 102 2 365370 376 10 1 0 453 451 471 537543 551 575 581 228 232 240 248 254257 255 237 229 223226 234 4268 4262 250 246 256 42 8 5 427 7 427 3 42 6 9 42 6 3 425 9 425 3 424 9 424 1 423 7 423 1 422 5 42 1 7 42 0 7 42 0 3 420 1 155 448 102 7 101 9 420 95 2 483 526 536 542 538 546544 575552548 567 539 525 585 59510 4 8 104 4 102 6 10 2 2 574 580 566 452 29 5 7 907 911120 122 107 105 103 108 101 885 881 190 0 106 1595 147 144 145 140 143 141 132 117 119 139 129136 128 115 113 111 120 124 109 112 116 1563 149 125 121 117 113 1167 155 5 1175 934 813 - 8 2 3 501- 509 511-519 521- 529 531-539 541-547 556 596 904 926 561-567 569 845 847 633 660 656 121 1 12 0 5 122 1 115 0 663 671 646 114 7 11 3 9 655 659 62911 6 0 62511 5 0 11 4 5 12 5 0 12 4 0 123 0 1280 1246 1260 12 0 0 12 1 2 12 2 0 1231 12331141 11 1 0 11 3 4 11 1 1 1181 1161 11 1 8 11 2 6 11 3 1 11 4 1 11 5 1 11 6 1 12 0 1 121 1 12 1 5 124 3 1158 1144 12 3 6 11 8 0 11 7 0 11 6 0 11 5 0 11 4 2 112 1 123 1 305 350 210 20 4176 365 375 381 181 - 187 30 2 - 316 379310 320 328 33 2 34 0 437 412 311 A - B 404 313 325 32 7 33 3 40740138 5 411 452 378-390 360 - 1A - 1C360 - 2A - 2C 360 - 3A - 3C360 - 4A - 4C 360 - 5A - 5C360 - 6A 344 - 3 4 8 10 70 5030 148 135 921 135 125 121 115 111 142 131 140 130 134 138 126 917 61 134 130 51 124 41 120 31 20 947 957 961 965110 40 120 940 944 948 10 38 26 22 113 5 11 4 2 11 2 4 112 7 11 1 9 112 0 111 1 630111 2 110 1 380 0 1100 12 2 1 12 2 8 1210 1249 14 3 0 142 0 14 1 0 14 0 2 1259 14 0 5 1200 1239 13 2 1131 9 13 2 3 13 0 5 1258 1272 13 3 5 13 2 7 13 3 6 13 1 4 13 1 2 1275 1249 13 2 8 13 3 2 133 0 143 5 142 5 14 1 7 14 0 1 14 0 9 13 9 5 13 6 5 132 5 13 1 1 13 0 7 13 0 1 13 9 0 1120 14 4 2 14 3 6 418420 482 328 456 32 1 325 204 250 - 252477 475 467457453249235 221 201 460 275 505- 509 209 - 21 3 210 - 21 4 513-519 47447222 8 - 230136 - 14 4 150 465 164 18 42 198 5 11 101 140 144 111 150 184 112 108 131 102 144 146 141 145 151 107 997 105 5 10 4 5 1042 103 0 1016 1040 1028 107 0 106 0105 0 10 9 0 108 0 1035 102910 2 5 251 0 20 5 0 143 0 14 2 4 14 1 4 13 5 0 13 3 0 132 6 13 2 0 1141 15 0 9 15 1 1 136 610 116-122 150 535529525 54 2 516140 102 116124 163 145 566556 167 528 645 - 685 66 0 - 666 62 0 180 158 16 6 466 446 453 176 11 7 545 548 13 4 552 530 13 1 13 5 - 1 3 7 14 1 - 1 4 3 457-459 471- 479 483-485 465-467 459-461 470-472 565 555 53517 4 17 0 525 50750518 517 9 16 0 16 4 1017 1013 10 2 8 107 9 108 3 109 5 3950 3960 3970 40 0 0 400 8 10 9 6 3980 3940 38 0 8 905 911 923 935934 960 958 946 972 984 996 959 947 961 985 973 1004 985 963 920 930 948 100 2 970 982 10 0 8 1014 1020 101 156 62 4 62 8 63 2 636640644 61 7621 151- 165 171- 195 203 642 64 0 636 200 151 115 514 10 1 440 44 4 43643 2 427 42 5 117119 63 0 61 6 208 228220 575 53 0 - 534 536540 552 15 2 14 4 642 535 558 201 516512 520 521 580 239 - 2 4 5 530-540 544-554 212 - 216 218 - 2 2 2 144 633 621 611 17 5 167149137125 16 8 16 0 15 0 181177 145 580 37 4 0 374 4 38 2 2 38 1 8 38 1 2 38 1 0 97 5 963 40 1 1 40 1 7 403 0 402 0 401 0 957 940 930 970 40 5 1 401 1 3965 1050 3955 3925 3945 1003 402 8 401 8 400 8 3920 400 0 1002 1015 995 399 0 951 939 923 390 2 903 391 2 390 6 927 38 9 0 929 365 375 620 385 640 900 437 480- 498 355 3 24 0 824826828 519 328 8 65 3 -68 1 515 72 5 523 875 518 153 26 0 0 270 1 270 360 177 156 201209215225 595 229 231 611 - 6 2 3 180 62 5 - 6 3 1 170 542544 53 8 - 542 552548546 541 - 547 230-238 734 723 721 702 - 73 0220-244 74 4 701 731 590 151155 190 194192 577575 333 33 5 - 337 351 457451 465463 489-499360 530 480 42 0 43 0 480 463451443437411 40 5 419405401 441 34 7 35 1 35 5 35 9 473 33 2 - 342 93 4 - 9 4 4 932 233 933 - 9 3 7 943 10 0 1 94 2 469 475 74 4 459 83 2 427-453 920 912 362 370 90 0 838 846 471 459460 81 5 84 0 30 2 0 - 302 8 303 0 - 303 8 304 0 - 30 4 8 408 531 414 9 415 1 415 3 415 5 415 7 415 9 416 1 414 1 580 265 0 27 5 5 204 404 18 9 9 755757 771 200 160 728 - 7 3 2 76 2 - 776740 - 7 4 6 270 255741 265 724 730 221-225 227 707 205 20120345144 9 209219 221 233235 42 5 41 5 400 570568 556 550 543 32 7 32 1 31 5 30 5 515 525 551 555 328 309 3 309 - 3 1 1 518-528 536-540 552-554 558-562 591-599 557-571 33 0 - 3 3 2 31 8 - 3 2 0 406 - 4 1 8 41 7 640636 - 6 3 8 262 1 261 9 263 1 - 263 9 264 3 - 26 5 1 268 9 26 9 1 269 5 269 3 27 0 5 27 0 7 27 0 9 27 1 1 271 7 27 2 1 271 5 350 537 728720 111 1 11 1 9 112 7 114 5 114 9 113 6 11 2 8 112 0 45 0 46 0470 44 2 44 4 420 43 0 411 42 5 42 9 185 165 181 412 250 420 245 171-169 441 - 44 5 542 548568 524 550 578 564 550 546 540 63 5 53 1 - 5 3 5 541 505 525 537 555 565 571530 660-676 642-652 630-640 520 440 - 4 4 6 579 625 271 9 272 5 - 274 1 302 4 31 2 0 33 3 3 750 760 212 5 42 7 0 305 0 - 30 5 8 306 0 - 306 8 180- 188 836 834 845 803 928930 93 1 933 83 5 - 8 3 7 451453 802 111 2 108 5 705 110 1 112 0 111 0690 660 111 9 112 5 991 - 99 7 102 3 - 102 7 105 1 106 5 107 7 105 3 140 0 552 14 1 1 530 631127 0 12 5 2 135 7 134 4 135 0 43 5 - 439 346 34 4 333335 34 2 34 4 431 460 450 235530 220 222 240 278 270 545 540 251485255 271 281 300310301 581 259-267 533 261267 520 - 5 2 6 610 600 616 624 630 51 1 51 7 524500 680 555 581 420 - 4 3 8 600 - 6 1 0 566 224 244 579 575 565 559 244 250 260 329 334328 336 604 626 320 31 8 800 810 - 8 1 6 424 0 818 - 8 2 0 828 - 8 3 0 42 6 0 817 - 8 1 9 82 5 567-569 559563 171 499 207 680 60 2 40 2 9 403 5 403 7 403 9 404 3 40 4 1 60 0 30 1 271 281 252 270 240-248202 - 21 6 22 8 22 6 234 23 8 24 4 242 21 0 - 216 22 8 - 234 223 - 229 209215 247 - 2 5 9 240 23 2 23 0 311 - 3 1 7 251 36 0 34 4 326 337 321 305654 666 576 566 614 34 5 - 3 4 7 623-643 243245 257259209219227235 236228 660 211 221 23 6 22 8 21 8 24 2 25 0 243 - 2 4 7 657 676 688 602 251 222212644 22 9 - 2 3 1 235 - 2 3 7 175177 124 7 134 5 133 5 133 6 13 3 0 132 2 132 5 500 530 550 560 13 1 9 13 0 0 480 131 2 47512 3 8 123 6 433 430 450 490 467469 465 123 5 603 126 1 601122 9122 1 618 122 8 124 2 121 2 120 2 339 323 400 420 332330 314 353 355 367 305 347 265272-278 418 319 32 1 - 341 328 33 0 300 - 310 43140 1 366 43 6 369 33 5 319 390 30 1 315 375 307 - 311 325 332 1 & 2 33 0 1 - 3 324 154 - 1 5 8 164168 443425 725 47 8 49 9 48 9 435 428422416 732 724 425415 67535 2 34 4328 33 6 343 434 352 360 35 9 351345 645-651 665667 417409 401 42 0 41 2 760 726 311 312 320 567 122 4 12 1 6570 560 556554 11 5 1609 571 567 559 11 3 6 555 545 535 505 501 536 566 111 8 580 111 0 510 110 7 528 503 112 8 113 2 558540 100 1 101 1 - 101 5 102 1 540 483 904 912 468 918 580 13 2 0 132 7 13 3 3 134 2 133 6 555 134 1 575 636 622 13 2 0 132 6 133 0 610 132 1 134 0 134 5 13 5 0 652 662 686 141 0 14 2 0 14 3 0 144 0 146 0 145 0 148 0 326316 318 373 - 377 416 - 424 361 314 338 340 560 321325 315 529 285 555 650636 345 66 4 325650 - 6 5 4 66 1 635 690 675 555541 - 5 4 9 535 - 53 9 28 6 5 19527 8 5 26 6 0 328 336 33 5 329325319 344 761 337 345 355 357 817-829 831-845 421 42 5 1594 174 5 17 5 5 171 0 172 2 174 0 176 0 177 5 178 0 179 5 180 5 180 0 182 5 183 0 184 0 184 5 18 6 0 926 96 5 - 9 7 1 519-521 939 - 9 4 5 931 - 9 3 5 923 - 9 2 5 518-520515-517 809811 100 1 101 1 331 329 106 1 103 3 102 7 980960 990 342-352 148 5 144 7 143 7 142 7 14 1 9 14 1 5 666 140 0 14 0 1 142 0 14 2 1 143 1 145 0 143 3 148 0 145 5 150 4 146 5 151 2 152 0 152 8 147 5 142 0 142 1 14 3 2 14 3 5 149 2 13 5 7 633 133 4 132 0 132 1 132 5 13 2 7 13 3 8 13 3 3 134 2 136 6 135 1675 134 1 677 667 11 4 4 326 352 425 43 9 - 4 4 1 435429425 40540345 3 461 38346 0 50 2 510 526 52 0 540 499 467 459 439 425555 400 436- 452 456 379 370-374376380-382 181 0 189 2 821 187 5 811 188 0 186 1 186 8 184 9 183 5 185 6 184 4 181 5 180 1 183 2 180 8 182 0 177 5 17 5 1 17 2 5 180 6 816 836 846 182 5 18 3 7 182 0 183 6 184 9 18 5 2 188 5 831187 3 186 1 18 6 8 852 19 1 3 177 6 1150 155 1 1590 1584 1580 1570 103 5 - 1 0 3 7 405 409 427 459 457 114 0 436 110 1 433 425 113 5 115 5 117 7 405 11 3 6 11 4 6 113 0 111 0 356 318 334 426-430 360 325 363 365 355353 345343335333 116 0 711 113 5 114 3 115 1 116 0 12 0 2 121 2 787 750 121 1 12 1 9 122 7 769 120 2 121 2 122 2 123 0 121 1 122 1700 12 3 1 12 9 5 10 0 5 10 2 9 10 3 5 10 4 3 10 5 1 10 4 6 10 3 8 778 103 0 750 1200 1232 1248 120 4 12 1 2 12 1 8 122 5 122 7 12 3 4 125 4 384-396 550 - 5 5 2 364360 43 1 440 - 4 4 4 423 499 475 421 - 4 2 3 431 - 4 3 3 432428 460-476 450 635 446 400 745 72 0706 385744734 72 4 - 7 3 0 720712704 351 737 332 300 1564 1560155 4 155 0 15 4 4 15 4 0 15 3 0 15 2 4 15 2 0 151 4 15 1 0 153 4 1185 292 1125 298 1174 1160 154 3 291 15 3 3 15 2 5 15 3 9 98 1213 850 858 897898 89 2 838 848 868 878 849 839 830 824 829 819812 659 123 1 12 5 3 651653 680 672 101 5 10 1 3 102 1 742 734 10 3 0 10 3 2 10 3 4 10 3 6 650 660 668 643 633 631 150 5 15 1 9 15 2 7 15 3 5 15 6 0 155 0 154 0 15 3 0 152 0 15 1 0 150 0 165 5 162 5 750 655 17 0 0 17 7 0 176 5 175 0 683 68 5 512 501 609605 518 482486496 61 0 63 0 455 400 543-545 532 542544 550552554 558560562564 64 3 - 6 4 5 223 8 806 872 876 880 869 875 863 851188 9 868 860 187 3 185 5 857 864 183 7 188 4 841 872 866 19 2 0 873 881 860 190 0 877 848 854 869 859842 195 0 19 9 2 88 5 890 19 1 1 191 6 768 245 0 100 470 260 327 10 5 5 103 3 104 3 46710 4 2 103 6 101 8 100 0 452 451 439 94 4 174 0 17 5 5 173 0 172 0 780 17 0 5 17 3 4 172 6 167 5 17 3 5 172 1 171 1 171 0 171 5 79 9 170 0 174 5 173 1 170 8 11 4 0 11 5 0 1220 1232 1230 113 0 11 2 0 1215 1249 1275 11 4 3 11 3 5 11 2 7 11 1 9 11 1 1 1247 1265 1285 1295 12 2 1 12 3 9 12701252 1228 411 - 419 668 440 601-619 470 313 334 333 325326 342 303301 22 9 336 308 310312316318 219 0 218 021 5 0213 0 211 0 882888 892896 209 0 206 6 89 9895 204 2 20 0 2 20 2 2 89 1 20 9 1 21 1 1 209 6 210 6 212 6 214 6 21 7 4 219 4 219 1 218 1 21 5 1 213 1 890 888 884 880 218 1 191 9 196 9 196 6 19 5 0 19 3 2 199 6 198 9 200 1 450 948 95994792 5 915 933935 425-443 449 463-465 936 - 9 4 0 458 460 440 428426 102 8 - 10 3 0 550 121 1 122 5 527-533 510520 558-560 90 3 83 7 598 590592594 275 1 596 631 331 315 319 317 321 335 426-428 427-431 183 359357 341 343 228220 347-367 369-379360 25 8 - 296 193173 419 70 0 370 0 201 9 200 4 202 0 204 0 206 0 20 3 9 206 5 20 8 0 34 30 2100 2108 21 5 1 212 521 0 5 209 3 207 5 217 0211 4 21 2 3 869 873 877 102 104 1585 881 885 889 108 110 112 114 116 893 897 118 901 568 36 0 6351 6 350 8 525 34 5 0 35 0 5 34 0 0 348 1 348 7 348 9 35 2 7 354 5 476 415 409 416 424 432 421 435 441 447 455 442 450 340 1 345 7 452- 460 448 418 440 434 420 33 7 5 33 4 5 474-480 466-472465-469 458 757 742744 73 8 74 0670 765650 64 9 64 1 644 627 628 61 9 750 762766 780 620 605 623 625 641 801 811 823 829 833 88 4 88 8 70395 3945 90 5 649 665 651 653 4156 669 4144 416941 5 5 414 7 41 5 4 414 6 413 8 647 4134 643 419 0 41 9 2 675 673 41 3 0 4162 4168 650 644 428 8 674 421 1 42 1 8 422 5 4250 42 0 6 422 8 42 3 4 42 3 8 42 4 6 42 5 0 42 6 0 42 7 0 42 8 0 666 18 0 16 8 4 17 4 749 747 745 728 742 756 770 784 700 741 743 161 0 714 115 154 121 160 125 164 170 129180 184 190194 365 35 9 35 5 34 9 345 33 9 128 164 170 124 174 120 178 116 137 417415 429 439 36 3 6 575 535 543 531 37 9 0 378 0 377 0 376 0 37 4 8 37 3 0 547 371 5 559 567 581 597 3802 3806 3810 372 5 36 6 6 510 516 520 530 538 560 548 568 506 363 2 38 2 5 38 4 9 505 600-640 644- 664 666-698 722-728 734 736 738 935 943 781850 827 737 751 755 660 42 8 7 42 7 7 42 6 7 425 7 632 626 640 652 42 8 4 428 0 425 6 659 655 647 643 663 637 631 629 420 0 41 9 1 41 9 6 41 5 5 41 6 1 4175 418 3 41 9 3 4167 41 9 8 41 8 3 41 8 7 419 1 634 41 9 0 41 8 6 41 8 2 41 9 7 419 8 41 7 8 41 7 4 14 1 14 5 149 153 148 150 152 154 156158 160 166 133 155 161 165 171 175181 185191 195 162 17 9 6 680 660 640177 2 174 8172 4170 0169 8168 2166 8 17 6 5 586591 17 0 1 17 1 7 17 3 6 17 1 2 172 4 212 36 8 36 6 385 0 384 4 38 3 8 383 6 3801 508 510 512 520 38 4 7 383 7 382 5 381 5 379 5 378 5 37 7 5 376 5 37 4 5 385 0 38 6 6 37 7 0 379 0 37 8 0 380 4 374 0 37 2 7 37 7 3 - 378 3 397 399 36 0 1 455 445 425 450 APT 1-4461 451 35 8 5 465 444 450 460 765762 770 780 818 828 842 760 750748 752754 732 734736 726 746 744 742 740738 83 5 853 764 10 3 0 10 3 8 102 7 10 3 5 104 5 109 0 10 5 7 106 1 101 5 101 2 101 8 104 0 103 2 102 6 110 0 750 41 6 0 417 7 4173641 41 9 8 41 9 4 419 0 41 8 6 41 8 2 647B 645 649 650653 421 1 420 7 654 658 660 41 8 9 418 5 422 7 42 3 7 42 4 7 641 657 651 647 4244 4248 421 7 640639 427 6427 2426 6 42 5 2 422 8 423 4 423 8 422 0 36 0 356 170 16 9 0 169 6 199203 207 211215 18 0 7 581 587 651 681 17 6 5 181 0 179 5 580 178 4 17 7 6 17 4 8 17 6 0 34 6 35 0 340 33 6 621 15 9 5 15 3 3 15 3 7 153 9 15 4 3 154 7 155 1 155 5 15 6 1 15 6 5 15 7 1 158 1 159 1 16 0 1 161 0 470 35 6 5 356 7 482-488 474-480471- 481 473479483489 446444 452-458 482488 379 355 0369 411 399 389 380 390 396 419 412 426 293 405 397 391 370 380 390 400 379 389 399 421 110 1 111 1 11 1 9 725 731 717 927 950 750 758 764 774 786 920 82 5 81 1 804 808812 742 833 83 5 10 5 7 809 10 3 3 102 3 101 7 100 3 844 912 931 833 937 943 101 7 10 1 1 10 2 0 10 1 0 428 5 428 1427 5 427 1426 74257 4251 4246 424 0 424 2 638 632 421 0 421 6 633 627 621 615 611 426 1426 7 4249 4255 4241423 7423 3423 1422 7 422 0 422 2 422 8 423 0 423 8423 4 424 5424 3 423 34225 4248 4250 4254 4217 160 2 15 9 6 15 8 6 15 7 6 15 6 6 15 5 8 15 5 0 15 8 0 157 0 15 6 0 15 5 0 15 4 4 15 4 0 739 73 7 73 5 73 3 73 1 16 2 5 16 0 7 582579 572 588 576 570 564 558 569 559 552 166 1 549 555 561 556 567 568573 574579 585 601 164 6 431 441 440 430 420 410 386 380 345 365 385 419 425 431 437 443 451 380 340369 37 0 9 370 7 388 370 5 453-467 447445 382 290 280 260 283 260 250249 269 270279 100 0 909 86 9 84 3 91 5 930 918 916 826828 834836 919 853 85 5 85 7 86 3 86 1 920 720 860 858850 842 844 846 836 830 820 812 725 775 819 831 835 843 851 865 85977 4734 852 840 40 8 7 408 5 41 5 1 414 7 41 3 9 413 3 41 2 5 41 1 5 410 2 411 2 610 616 615 611 607 41 2 2 4128 4130 4134 4138 41 4 2 4146 628 622 6124150 4154 41 5 8 621 619 41 6 9 625 413 9 40 9 0 40 9 0 40 8 0 406 0 583 577 829 37 6 0 37 4 0 366 6 368 0 35193560 354 0 3580 3587 3645 3529 3650 3539 35 5 9 35 6 9 83 8 371 7 84 1 835 827 808 378 0 379 0 814 820 828 834 37 3 9 374 0 372 4 371 0 879 370 7 37 2 5 37 1 5859 864 36 6 5 36 7 5 36 5 5 37 2 5 373 1 939 946 960 1009 900 904 918 899 895 401 0 980 891 39 0 1 39 3 3 889 890 881 888 395 3 38 0 9 894 371 6 37 2 8 37 0 8 370 0 883 37463736 37 3 2 374 8 906 910 922 379 8 898 895 36 1 8 3737 36 9 1 368 5 358 9 892 3727 3747 37 3 6 832 826 835 803 811 819 827 835 923 749 73 5 - 7 3 7 954 925 939 943 941 844 850 848 846 842 840 826 820 816 938 934 945 960 928 959 931 947 951 953955 924 648 646 642 40 8 1 407 7 797 788 778795 793 787 791 783 775 766 758 750 740 738 788 784 786 781 779 771 752 780 776 764 793 408 5 765 763 732 757 743 736 730 728 715 719 721 729 841 373 7 370 8 821 827 351 1 3533 35753555 785 781 37 1 8 372 2 798 78 8 79 2 797792 784 776 772 768 760 756 377 7 376 6 37 5 6 37 4 6 37 3 6 380 0 380 6 813 819 821 38 5 7 811 821 385 8 38 6 0 377 5 37 5 1 37 8 5 37 9 5 372 6 374 7 37 4 3 37 1 7 897 895 830 856 844 868 878 886 880 852 858 864 870 876 882 853 857 861 865 871 881 890891 38 2 1 855 863 875 894 896 874 884 879 884 870 862853 859 843 833 842 937 939 962 968 972978986 987 10 2 0 888 105 2 981 868 870 971 965 111 1 111 5 11 2 1 11 1 9 886 884 872 874 979 981 812 804 112 5 113 5 11 4 3 115 1 805 813 831 852 839 860 863868 869 880 727 723 733 735 737 739 751 763 787 41 1 1 575 571 535 41 3 4 520 522 524 528 530 532 534 540 538 542 544 550 564 572 568 576 580 416 8 415 4 41 7 1 417 3 417 5 417 9 578 574 570 373 5 829 35 0 0 785 759 840 820 800 792811 775 790 786 760 754 748745 751 761 765 821825 827 717 35 0 1 761 754 777 788765 730 722 742 746 7383537 753 749 3513 735 3549723 78 4 827 845 852 867 848 816 820 826 830 840 829 831 837 848841849 837 841 825828 860 866 840 40 2 7 40 3 9 40 4 7 40 5 5 406 1 40 4 0 40 8 2 407 6 40 7 4 409 5 40 8 5 407 5 409 7 40 8 8 40 9 8 4099 40 7 8 406 8 40 5 8 875 890 833 827 817 839 849 970 859 867 877 891 115 0 114 2 112 7 113 4 112 6 111 8 11 1 0 950 817840 815 826 820 895 1090840 1010 1030 1050 1070 876 102 3 10 3 7 10 5 1 10 6 5 954 896 10 2 6 10 3 2 10 4 0 940 10 5 0 10 6 0 581 579 420 1 568 562 575 427 5427 9428 3579 587 421 5 422 1 4225 577 427 1 420 6 420 8 421 2 421 6 607 420 2 421 3609 573 563 550 560 570 580427 2427 4 42 4 4 4278428 6 428 2 429 0 567 561 421 8 422 6 423 2 4236 425 8 426 2 776 780770766791 688 702 710 718 738 734 728 725 710 712 714 729 735 728 724720 741743 748 740 752 756 715 709 707 370 4 747 741 739 752 760 781 79 5 736737 745 759 40 4 8 40 3 8 40 6 5 40 5 5 404 5 403 5 403 0 403 2 403 6 404 2 624 627 620 40 5 8 402 5 40 1 3 401 5 402 0 893 40 1 6 40 1 5 402 5 849 40 2 0 402 4 845 832 826 815 823 822 818 812 806 804 794 792 400 9 401 4 785 779 783 407 3 40 5 7 984 786794 818 830 102 5 107 0 103 1 10 1 9 10 3 7 10 3 0 10 5 0 985 975 965 969 961 951 945 935 931 940 936 956 95 7 95 9 96 1 921 915 911 919 991 98 5 97 5 95 5 95 3 925 958 12 5 7 12 7 5 12 2 0 123 8 12 5 6 126 8 425 2 424 5423 5422 9 740 600 595 415 5 41 3 8 414 2 41 4 8 41 5 2 41 5 8 564 525 41 5 1 416 5 41 7 7 418 9 419 3 41 9 7 521 519 574 587 575 550 544 540541 549 551 553 556 562 559 762761 783 777 776 788 758 742 37 6 2 705 715 721 745 743741731 37 6 4 376 6 771 775 37 6 7 75037 5 7 374 7 37 3 7 37 2 7 738 742 723 37 5 8 37 6 0 650 704 720 723 731 748 736 36 5 0 711 719 789 795 791 787 790 796 782 40 2 8 401 8 40 3 1 793 789 788787 792 794 40 4 9 405 5 40 7 5 404 5 403 5 404 0 40 4 4 40 5 0 4124 652 669 671 675 680 674 672670 668 666 664 662 660 656 673 686 684 415 2 682 20 31 60 10 20 30 11 21 31 10 900 10 1 1 10 2 1 10 3 1 10 4 1 105 1 70 80 40 41 930 950 40 41 980 1 11 21 10 9 3 10 9 5 12 8 0 30 20 11 8 1 960 11 2 1 985 1045 11 1 2 11 2 2 113 0 11 3 8 11 4 4 11 5 2 557 564 568 567 566 572557 560 554 41 7 0 41 7 4 544 538531 535 539 41 7 5 41 8 5 554 550 565 421 7 421 1 420 0 535 532 530 567 41 9 0 418 0 41 5 4 41 5 6 41 5 8 41 6 0 415 9 496 419 5 419 1 689 696 371 1 671 701 709 645 706 702 675 36 8 3 36 8 7 369 1 36 9 5 696 651 659 667 672 660 650 644 630 789 769 763 757 741 731 734 711 705 712 722 740 749 737 802803 781 738 744742 644 642 634 640 403 0 404 0 405 0 40954083 1018 409 0 106240 7 9 650 648 646 638 40 6 0 40 8 0 10 9 2 10 9 0 4190 4180 40 6 2 40 6 0 1055 1065 1091 41 9 6 1035 41 5 0 41 6 0 4198 41 5 1 41 4 3 41 5 2 4 1 6 2 41 5 7 41 5 3 687 685 4142 4138 683 681 116 0 11 6 8 11 7 6 1048 11 8 6 11 8 9 11 7 3 11 6 5 115 7 114 9 11 4 1 11 3 3 11 2 7 11 1 9 11 1 1 11 0 5 965 12 0 5 12 4 5 12 4 2 1045 1055 1087 124 1 1121 1011 14 0 1 143 1 14 5 1 960 14 7 1 13 0 2 130 1 13 1 0 132 1 133 1 13 1 1 13 4 1 13 5 1 14 2 5 14 4 5 14 4 9 1060 488 493 154 2 15 5 0 156 0 15 6 8 14 9 1 1010 901 15 1 4 15 2 4 15 3 2 921 941 246 981 961 1003 250 256 1017 1031 262 268 1045 274 280 286 1087 1073 1059 1146 11321118 73 61 49 108237 25 1034 20 5 740 748 752 766 770 388 3 387 5 38 7 3 790 762775 38 4 2 383 8 385 2 751 795 723 713 703 770 773 778 769 767 755 747 40 1 5 788777 763 768 753 749 750 754 748739 745 735 740 729 706 710 389 0 393 5 679 41 5 5 4149 4154 4162 41 6 4 41 6 1 41 5 7 41 5 3 41 4 9 41 4 6 41 5 0 41 5 6 41 4 2 4150 4132 677 4145 4139 4135 4131 4127 41 2 0 410 0 667 665 663 4120 41 0 9 41 1 1 412 5 631 635628 4128 4114 4108 412 6 610-616 72 7 67 8 10501040147 0 14 5 0 14 3 0 14 0 2 13 5 0 13 4 0 13 3 0 13 2 0 13 0 8 11 5 1 11 4 3 11 3 5 11 1 1 955 945 940 920 11 7 0 11 6 6 116 0 115 2 11 4 4 11 3 6 11 3 0 11 2 2 11 1 4 11 0 2 11 5 9 11 6 7 11 7 5 112 7 11 2 5 11 7 5 6 11 0 5 81 40 41 81 80 60 61 65 20 1 976 930 15 8 6 20 4 15 7 8 210 21 6 22 8 22 2 234 240 235 249 255 38 2614 50 261 62 267 74 273 279 86 285 85 97 709 150 7 15 1 6 809 825 841 849 897 707 705 15 3 5 152 5 867 87 3 388 0 38 8 6 394 8 701 730 736 719 709 399 4 746 744 742 701700 383 3 38 1 5 37 8 9 37 9 3 37 7 5 37 6 5 375 9 37 4 7 373 7 37 7 6 382 6 38 3 8 38 4 2 38 4 6 385 0 38 5 2 383 4 383 0 38 3 7 3819 590 596 730 720 710 38 4 5 643 627 611 676674672 642 636 - 6 3 8 567 555 711 70170 5 725 759 730 71 8 704 734 738 - 7 4 0 760 746 - 7 5 0 701 - 7 1 7 661-665 655-659 667-671 652-676 640-648 630-638 620618 900 - 940 13 8 0 13 6 0 13 4 4 13 2 2 11 30 31 21 11 850 860 20 40 41 31 880 115 5 11 4 5 11 3 9 113 3 11 2 5 13 5 9 13 5 3 13 4 5 133 1 13 2 1 13 1 7 890 893 885 877 870 869 861 14 7 0 12 4 0 13 0 2 13 1 0 132 0 945 130 5 13 1 5 13 2 5 879 14 8 2 14 8 8 14 9 4 14 9 1 14 9 0 14 8 7 14 8 1 14 8 2 14 8 6 14 9 1 780 14 9 0 14 9 4 14 9 8 777 723 15 3 7 765 76 1 76 3 16 0 1 15 9 5 15 8 5 730 722 718 773 785 781 15 2 7 153 6 855 721 719 715 713 711 76 2 759 153 6 153 0 15 2 4 735 381 0 3818 3814 3815 3811 3805 570 586 562 552 3885 3881 3879 3875 591 581 38 5 5 571 563 553 543 388 0 38 5 8 385 6 389 1 392 5 38 6 0 38 6 0 386 8 3874 386 2 3870 38 5 9 38 6 7 389 5 388 3 38 8 5 660 611 722 718 714 600 85 0 835 89 9 615 619 675 88 0 60975 9 751 75 3 643-653 637 627-631 617-619749 680 678 644 652 680 728 75 2 679 639640 628 80 1 653 668-674 13 3 5 13 4 5 13 5 5 13 4 0 13 5 0 14 0 2 14 3 0 14 5 0 930147 0 910 901 896 890 14 7 5 146 5 14 3 5 860 851 880 14 4 9 14 4 3 147 5 14 6 9 85 3 14 5 0 14 3 0 141 0 14 3 1 1400 1411 14 7 1 14 5 1 147 6 14 7 0 14 6 4 145 8 14 5 0 144 4 14 2 0 14 2 6 14 3 8 14 6 3 14 5 7 745 755 725 151 6 727 729 725 663665 16 7 19 5 19 3 18 9 18 8 18 4 180 1061 1021 18 7 17 6 17 2 16 8 18 1 17 9 161 159 169 157 153160 156 152 151 164 1111 1131 18 9 18 5 18 1 177 157 153 31 51 706 704 678 668 650 632 695 347 0 686 671 667 655 588 698 700 701 705 707 709 717 704 706 698 344 0 34 4 5 633 649 615 604 708 601353 0 625 605 601 580 559 565 595 527 355 3 35 5 7 35 6 1 660-666 651 635637 737 - 7 3 9 74 4 74 0 73 8 73 4 555 530 775 771 765 755 731 723 575555 550536518 720 500 730 60 8 618 60 3 61 5 62 3 62 6628 660 675 611 601 608600 620 626-628 801 419 3 41 9 1 41 8 9 41 9 5 419 2 41 8 8 41 8 4 41 8 0 676 41 8 7 41 7 5 41 6 9 41 6 5 41 7 2 41 7 6 41 6 8 41 6 0 41 5 9 41 6 6 41 6 3 41 6 7 41 7 1 41 7 3 41 8 7 41 7 7 41 9 0 41 9 4 41 8 6 41 8 2 41 7 8 41 7 0 682 680 41 6 5 41 6 9 4 1 6 0 41 6 4 41 7 6 41 7 0 41 9 2 41 7 7 41 8 1 71 90 149 19 1 18 5 18 3 925 753 975 16 1 0 163 0 162 4 16 1 6 19 6 19 4 19 2 19 0 16 2 9 16 2 1 751 75 5 75 7 16 1 3 160 7 726 75 8 754 75 0 74 6 742 73 8 73 4 15 9 0 16 0 0 798 164 4 16 5 0 16 5 6 16 6 4 188 18 4 182 16 7 0 16 7 6 35 6 5 580 588 592 36 8 0 36 0 0 631 645630 640 62435 6 0 355 0 35 4 0 635 612 530 364 3 368 5 562 524 32 2 5 32 3 9 325 5 329 5 455 33 0 5 333 7 33 3 9 592 572 582 593 606 604 610 31 5 0 317 0 320 0 330 0 602 550 447 54 1 -5 4 7 621-655 659 661 761 755 705 680 721 641 63 9 63 7 63 3 640634 75973 5 707 711 727 728 736 750 764 776 788 734 744 752 759 741 725721 715 804 741 - 7 5 7 719 - 7 2 1 731 735 755 41 8 5 41 7 3 41 8 2 41 6 6 683 681 42 1 0 41 6 1 4132 4135 41 2 9 41 3 3 41 3 7 41 4 1 416 8 41 5 6 698 41 4 7 686418 7 41 7 9 416 1 415 3 41 4 5 4148 4140 41 7 1 4 1 7 7 41 6 7 41 8 5 41 8 1 41 9 4 418 84184 4178 4174 679 681 683 685 4151 11 1 9 112 7 114 1 11 7 4 11 7 6 113 4 112 8 10 5 3 10 5 5 155157 210 110 1 308 11 2 1 113 5 114 3 319 303 200 235 222223 252 12 0 0 262 251 113 3 113 5 110 3 11 1 5 112 5 11 3 9 11 4 7 257 116 0 114 8 114 0 11 3 0 110 6 110 0 121 5 392 6 39 3 2 39 3 8 394 9 394 3 390 5 39 3 7 39 3 1 39 2 5 391 9 390 9 39 1 5 395 393 275 387 5 181329 6 333 0 333 1 332 1 330 9 334 8 333 2 332 633 0 8 33 0 7 - 331 7 330 3 330 1 18032 8 0 33 5 8 336 4 38 3 3 328 5 - 329 7 32 7 5 - 327 9 326 3 - 326 7322 7 557 585 245 150 155 175 170 190 200 185 140 8140 0 1411 141 7 142 5 555543 576 14 7 8 14 7 9 14 7 5 14 6 2 14 9 6 148 6 148 0 14 7 6 14 9 5 14 9 1 14 8 7 14 8 3 147 3 14 7 7 14 6 5 14 6 1 148 0 14 8 4 14 7 6 14 6 8 14 7 2 14 8 1 14 8 9 14 6 4 341 7 336 0 336 6 337 2 338 4 339 0 335 1 335 9 336 5 33 7 9 338 7 339 3 33 9 7 340 5 33 9 4 34 0 4 340 8 341 8 341 5 342 5 34 2 8 343 6 333 4 334 0 335 2 33 5 8 33 6 8 332 1 332 9 333 7 335 9 334 3 337 6 338 2 33 8 8 339 316 340 337 7 331 2 331 8 332 2 333 0 11 5 6 11 3 2 13 4 4 13 5 2 136 0 220 221 235 255 151 0 160 18014 9 2 159 151 145140144 143 133 126 118 160 140 2 168 14 2 0 215 227 14 8 5 142 9 142 1 14 0 1 228 240 242 244 14 4 4 144 0 256 270 14 0 4 322 3 322 1321 7 321 3 321 1 334 1 - 33 4 5 33 3 5 - 333 9 332 7 - 33 3 1 332 1 - 332 5 402 9 403 1 403 7 34 5 5 34 6 7 347 1 34 8 5 348 4 39 5 5 337 5 34 4 0 344 5 353 1 35 0 4 351 2 35 2 6 350 3 35 1 9 35 2 5 34 0 1 352 4 35 1 4 337 2 34 2 4 341 9 341 1 34 1 4 146 0 14 5 4 14 5 7 670 14 8 8 14 9 9 580 535 6 8 10 151 1 151 5 152 3 153 1 15 3 7 154 5 580 14 15 0 5 15 1 6 5 655 152 5 152 9 15 4 2 15 3 0 15 2 6151 8151 0603 12 14 9 2 14 7 0 146 6 575565 15 0 5 705 14 7 4 14 5 7 14 5 6 14 6 2 14 7 5 334 4 335 6 33 1 1 332 5 333 5 334 5 335 7 336 3 336 9 33 7 5 338 5 339 1 339 5 34 0 2 339 6 338 2 338 0 337 8 354 331 0 332 4 33 3 6 335 0 33 4 2 33 1 3 332 3 333 3 334 1 329 30531 8 7 318 9 319 3 31 9 4 317 2 317 9 318 1 318 0317 6316 8338 279 32 1 0 322 0 150152 146 4 145 2 14 3 6 144 8 110 114 231235 237 241 225 259 157 0 26515 3 6 236 237 250 260 152 0 150 0 15 0 5 152 1 224 251 14 5 0 263 260 320 364 352 328 340 15 2 5150 1 153 5 301305 155 1 13 1 0 13 4 5 333 34 0 4 339 2 34 0 3339 7 338 9 33 7 1 336 7 336 4 336 6 333 8 334 6 335 3 33 4 7 33 6 0 336 2 336 1 335 4 335 1 335 3 337 0 33 6 8 347 4 346 8 346 2 345 6 344 0 34 4 9 344 3 343 7 34 3 1342 1 34 6 1 345 7 343 9342 9 343 0 49 8 43 4 42 8 789 805 815 445433 14 7 9 14 8 5 14 9 1 14 9 8 14 8 0 143 1 144 1 144 9 14 5 1 14 5 5 14 5 7 14 6 5 14 7 5 14 9 1 14 8 5 15 0 0 15 0 9 15 1 7 15 2 5 145 0 145 1 14 9 9 14 9 0 475 14 5 9 146 7 14 4 4 570 566 578 570 575 569 562 554555 157 5 532 539 544547 550555 324 2 323 0 32 3 3 32 5 2 324 5 32 2 7 32 2 3 321 1 330 317 3 319 8 319 5 321 3 322 3 323 7 32 0 6 32 0 8 321 2 359 320 4 350 313 0 31 2 3 371 313 6 314 0 319 0318 4 31 9 3318 3 318 0 317 3 316 3 317 0 31 5 3 31 4 3 350 316 0 317 6 31 9 6 318 5 319 1 450 316 6 305 343 339 132 5 132 1 131 9 130 1 374 122 0 122 4 364 356 334 120 1 12 2 5 305 315 321 334 325 335 353 363 124 0 12 4 8 330 359 340 122 1 124 5 409 340 330 320 350 355354 140 0 345 440 132 1 13 2 9 133 1 425 810 830 846 851 52 9 81152 5 833 855 865526880 860 800 909 925 900 853 630 820 830 840 850 852 860 821 827 54 0 -54 6 750-798 812-822 836-846848- 858 558 563 571 553 547 546 540 541 534535 528529 522523 516517 537 543 1532 1540 1548 1558 156 8 15 8 8 510 558 554 550 54 6 538 530 157 1535 1545 156 5 15 7 5 15 8 5 545 546 53 9 512515 516 31 5 7 318 1316 5 325 5 32 6 1 327 9 384 324 3 323 9 32 2 1 329 9 363 355 326 0 32 5 2 327 6 328 8 326 3 327 5 328 5 32 8 9 329 3 324 1 325 1 323 8 322 6 32 4 8 323 2 324 0 328 3 325 6 32 6 4 32 7 6 333 8 330 2 335 5 334 9 33 2 1 331 5 3332 416 428 427 473133 6 13 9 0 133 0 360 14 5 0 369 342 330 144 5 450 458 143 1 335 16 5 0 160 0 345 401 17 1 5 170 9 420 370 171 8 17 3 0 173 6 330 340 361 351 345 177 6 302 300 380 356 165 0 353 166 4 337 315 335 301 835 851850 860 880 871 881 850 860-870 404 42 4 550 970 950 951 920 44 9 909 919 969 48 0 47 0 46 0 44 0420 960970 980 400 40 7 425 1039 1030 1060 1080 1057 43 8 44 9 44 5 45 5 930 939 43 5 523 528531 524 511 510 16 9 0 16 7 0 162 9 16 4 3 165 7 15 9 7 16 0 5 16 1 5 1555 16 0 6 451 441 431 421 411 405 399 411 425 435 320 0 320 0 395 385 375 360 38134 2 0 350 33 7 0 330 8 33 1 4 332 0 328 8 331 3 333 9 332 7 330 4 402 32 9 7 32 9 6 325 7 319 0 318 5 319 5 320 1 320 9 322 5 321 7 32 1 2 32 2 2 323 2 324 2 328 4 327 2 32 6 2 325 2 326 5 32 7 5 320 0 320 8 321 6 31 9 9 32 0 1 32 1 7 32 0 9 507 32 3 3 324 1 324 7 32 8 3 34 5 2 36 5 1 289 280 716 726 734 709 708 717 725 731 743 742 748 756 766 746749 753 761 403 2 402 0 703 705 406 7 689 677 672 684 40 2 1 40 3 3 39 8 9 40 7 4 40 5 4 40 6 4 399 8 408 7 407 7 406 2 41 0 0 41 3 2 41 6 4 1021 416 420 875 861859 827840 925 939 905649633627 900 920 930938 945 951 940 961 65 6 664 650 972 955 859 865644640870 890 960 954 944 930 918 912 727 307 355 365 339 5281 335 0 281 289 260 252 315 309 268 274 325 342 1 284339 4 320 358356 401 411 425 320 32 9 0 300 280 268 270 32 6 1 32 5 1 220 230 336 340 370 380 339 6 230 250240 264 260 274 3346 34 1 8 34 2 0 342 6 343 4 344 8 34 5 0 346 6 347 0 34 7 6 347 7 347 1 346 3 34 5 3 343 9343 5 342 7 34 3 3 34 2 1 341 5 34 1 1 33 9 9 340 5 33 8 3 3352 3358 3364 3372 340 6 3400 411 425 342 6 34 1 8 341 2 343 0 34 8 0 348 4 34 8 8 34 9 2 348 9 34 8 1 34 4 9 700 710415 7 41 3 7 41 0 7 685 693 406 5 40 7 0 40 7 5 405 0 412 1 41 3 1 414 1 688 674416 8 413 4 410 2 408 5 406 0 407 1 40 6 1 618 41 2 1 41 3 3 414 5617 675 4161 697 691 687 707 711 713 4023663 637 405 140 4 1 403 5 40 2 9 935 701 645 576 975 1030 65 5 66 5 10 5 6 11 4 4 990 10 9 9 11 0 2 10 9 4 10 7 8 10 4 4 10 3 2 10 2 2 10 1 2 10 0 2 11 0 1 108 7 10 9 1 10 7 1 10 6 1 10 5 1 104 1 10 3 1 10 2 1 910920930 932 938 936 944950956 99110 8 4 10 5 8 10 6 6 10 5 0 10 4 0 10 3 0 271 261 251 231 221 211 201 210 220 230241 231 221330 0 211 291 290 270 271 260 281 255 250 337 1 33 6 3 335 7 33 4 1 335 0 33 4 6 279 9 149 129 278 0 276 6 210 365 345 315 305 285 245 265 275 345 1 343 1 342 5 341 9 440 34 3 6 34 4 2 34 4 8 34 5 4 34 5 5 33 3 2 33 6 4 33 5 2 33 4 0 337 5 33 8 7 336 3 33 5 1 33 2 2 331 4 555 543 531 519 3380 453 481 467 334 5 334 7 332 5 33 2 1 331 5 331 7 331 1556 334 9 3351 33 7 3 336 5 334 9 334 1 332 2 332 4 401 0 40 1 2 401 4 401 6 40 2 2 40 2 6 40 4 2 401 5 40 1 1 40 0 7 400 8 400 5 57040 1 0 574 40 0 9 578 40 1 7 40 1 8 40 4 3 396 0 394 4 388 7 3890 3888 3886 3884 3882 3878 3880 3899 3889 39 7 5 678 395 9 630 3898389 5 39 7 2 402 0 39 4 5 402 3 10 1 0 10 2 5 107 5 108 1 11 4 0 114 6 11 0 3 10 9 5 11 0 0 11 0 6 11 1 4 11 2 0 11 1 6 113 0 112 6 10 1 5 10 1 7 101 9 1023 1021 1009 1007 10 0 1 10 8 9 1085 515 525 545 1150 575 110 1 113 0 62 550952 7 56 7 43 7 451 1101 113 9 112 5 480 50 30 4 0 304 5 395 319 7 27 4 5 - 275 7 277 3 - 27 8 1 400402404408 179 178 28 2 2 28 3 2 284 0 285 8 130 120110 28 0 0 287 6 288 6 28 9 6 29 0 6 29 1 4 29 2 0 289 1 28 1 7 281 1 284 5 288 8 28 7 6 28 6 0 289 528 6 1 332 6 332 0 331 6 331 4 331 2 33 1 7 332 5 333 3 520 500 33 1 0 3396 332 6 495 351 7 35 1 3 351 1 348 5 346 7 347 3 347 9 473 465 457 449 441430 440 450 460 470451 441 3472 431 411347 3346 7 346 1 346 4 346 6 347 2 34 7 8 417 402 1 575573569567 405 4 406 2 408 0 409 4 409 1 40 7 5 40 6 1 405 5 40 3 1 40 4 0 405 0 39 8 1 460 478 40 3 7 40 4 5 4181 4171 41 5 5 41 5 7 415 3 47 0 4143 464 491 38 11 1 1 555 11 0 9 110 7 1044 1030 1042 1056 1068 580 570 560 1001 1031 117 0 12 5 0 1050 13 4 1 13 2 1 13 0 7 12 3 3 460 13 1 0 12 8 0 129 0 12 7 0 13 4 0 13 9 4 13 7 6 11 4 5 11 3 3 112 9 11 2 5 11 2 1 11 1 7 35 11 3 6 13 3 0 55 47 12 6 0 475 28 4 4 28 8 9 329 1 324 1 282 1 - 282 5 281 1 - 281 5 28 3 1 - 283 5 290 1 - 29 0 7 289 3 - 28 9 9 287 7 - 28 8 5 287 1 286 5285 7 - 286 3 284 1 - 284 5 101-107 109-115 34 1 0 269 250 240233 243 253 263 220223 355 0 351 0203 210 212 425 433420 410 34 8 4 349 0 409 3452 3448 3496 3494 3492 34 6 8 3488 507 4813484 3480 3476 461 471 34 5 5 344 9 344 3 343 7 452 464 34 1 6 341 2 34 0 4 340 8 34 0 0 343 2 34 3 6 344 0 3444 342 8 34 5 6 34 6 0 488 476 34 2 0 497 473 463 453 443 462 452 442 433 417 3 411 5 41 1 3411 1 41 0 1 41 0 4 411 7 41 1 9 412 7 41 3 1 451453455457459461 463 465467469471 4109 4121411941154111 402 0 403 0 360 38040 8 5 409 1 40 7 3 407 9 11 1 6 113 0 11 4 4 11 3 7 11 4 7 11 4 9 11 7 1 10011011 1025 1053 118 0 1063 11 5 6 11 7 0112 7 11 3 1 114 5 115 5 11 7 5 11 8 1 1105 991 11 5 0 11 7 0 12 1 6 123 0 12 4 2 12 5 6 12 7 0 12 8 4 130 0 12 1 9 12 4 7 12 7 5 12 9 1 12 1 0 122 0 12 3 4 12 4 6 126 0 12 7 4 12 9 0 202 231 253 275 242 232 343 7 347 3 34 5 5 35 0 7 352 5 349 1 356 1 354 3 35 7 9 219 239 229 341 9341 1 340 1 33 9 5 338 9 293 1 29 0 5 29 3 0 29 1 6 290 4 28 9 8 293 2 - 29 4 0 183 338 1 100102104106 30 0 7 300 5 300 1 30 1 4270 296 0 3498 575 565 555 545 535 525 515 580 568 556 544 532 520 508 490 489 481 480 567 555 543 531 519 651650 640 641 631 611 595 630 620 610 351 1 3525 670 360 0 33 9 1 34 6 5 3443 3450 3456 346 8 406 9 40 6 5 405 9 40 8 2 40 8 5 406 0 40 7 2 40 7 6 408 0 408 4 40 5 4 404 0 404 432 370 4121 4123 325 41 1 7 4119 413 1 4129 412 5 412 4 413 4 463 454 444 434 419 420 4125 4131 484 486 488 411 0 487 410 4 477 471 12 3 9 12 2 0 12 4 0 12 1 0 12 5 6 129 0 12 7 6 12 0 5 1140 126 1 1060 1050 12 9 9 128 5 12 7 1 12 5 7 12 2 9 12 1 5 11 6 7 1121 1187 1185 1183 1181 1177 1175 1165 1159 115711551153 115 6 11 6 8 11 7 0 11 7 8 11 8 4 11 9 0 119 6 1145 1141 1131 114 1 14 4 9 14 2 5 311315 29 1 3 29 0 1 292 1 292 9 29 5 5 297 5 299 5 295 0 235 29 3 3 - 2 9 3 9 30 1 3 - 301 9 30 3 1 - 303 7 30 3 9 - 304 7 30 6 3 - 307 1 30 7 5 - 308 3 210-226 30 2 7 - 303 7 245-251 307 9 - 30 8 9 31 3 0 314 0 31 4 6 31 5 0 34 7 4 3453 34 5 4 3463 34 6 2 34 7 3 34 8 1 34 8 9 34 9 7 342 5 343 3 34 4 1 34 4 9 34 5 7 343 4 342 4 34 1 7 340 9 550 570 590 510 530 3328 33 8 1 337 7 337 3 336 3336 1 335 9 33 5 7 33 6 7 336 5335 5 338 1 33 4 1 334 3 333 9 332 9 333 7 525 537 549 561 403 303 315 270 330 320 325 315 310 320 301 315321 319 317 410 3 350 230 250 401 411 4 41 1 0 255 271 290 289 301310 411 5 410 7 39 2 0401 393 9 392 9 387 0 38 7 8 38 8 6 38 9 0 38 9 2 38 9 4 389 8 39 1 6 388 3 39 0 3 14 0 5 115 7 12351245 14 4 0 14 2 0 14 1 0 119 5 14 5 0 423 1353 118 9 118 1 11 6 9 1163 520 1570 1560 1556 12 1 1 12 2 5 12 3 5 12 4 5 12 5 5 12 8 5 550 580 560 120 0 12 2 0 123 0 125 0 12 8 0 12 9 5 127 5 12 5 5 12 4 1 12 2 1 12 0 9 120 1 1505 1 1270 1280 1520 315 8 31 6 0 312 0 31 3 3 360 5 36 3 3 361 9 36 6 1 364 7 36 8 9 367 5 37 0 5 106104102 36 5 0 204209 309 0 - 3 0 9 6 308 0 - 30 8 8 307 0 - 307 8 313 9 31 4 3 31 3 3 313 7 31 2 9 31 2 1 312 3 314 5 314 7 314 9 31 5 1 315 3 321 5 322 2 320 4 319 8 319 4 3340 3336 513 3344 3348 3352 585 597 573 333 0 3444 3438 343 3 34 3 2 342 6 342 0 342 3 610 640 630 620 34 1 4 650 343 1 344 1 344 2 34 2 8 660 670 680 6093360 3364 619 629 639 649 659 669 689 699 33 9 6 338 8 3368 340 438 444 388 5 391 38 7 7 513 38 9 7 383 9 385 404402400 380378376 392 382384386388 394 398396 320 290 220 242 301 285 275 265 255 245 235 225 215 240 230 153 0 536 126 6 1370 1531 1545 718 720 771 14 0 8 751 14 0 7 72 6722 741 737 790138 4 13 7 0 13 5 6 13 4 2 13 1 8 130 4 13 8 2 136 6 740 137 5 135 7 13 3 7 13 0 5 135 0 13 2 6 130 2 13 9 8 14 0 3 144 0 14 6 6 147 0 14 6 3 14 5 0 14 5 4 14 5 8 14 6 7 319 1 32 0 1 320 5 318 1 318 4 318 2317 8 317 7 317 5 316 9 316 1 31 7 0 31 6 8 316 2 314 9 315 6 31 6 4 31 7 2 317 6 314 5 31 9 0 31 8 0 32 3 2 32 4 0 325 8 322 4 320 2 319 8 32 6 8 321 6 32 1 2 315 3 31 5 0 318 9 319 3 31 9 2 255 315 7 32 6 1 325 9 31 8 8 31 6 5 316 7 315 5 337 4 337 6 3370 3372 357 3 356 1 738 348 4 347 1 353 0 351 0 350 0 349 8 349 1 350 1 351 9 353 7 35 5 5 355 6 348 1 681 671 661 609 660 357 0 35 8 2 354 0 3573 3595 35 3 0 352 0 351 0 3480 3486 619 350 5 691 358 5 701 728 734 714 710 220 210 205 322 330 310 37 9 7 379 3 378 5 378 9 267 37 9 2 37 8 8 379 6 371 7 37 3 1 240- 272 280290 32 0 1 - 320 5 320 7 319 3 - 319 7 31 8 3 - 318 9 376 9 377 5 38 2 0 281271 39 4 1 39 5 0 394 0 39 3 0 39 3 1 397 39 4 3 14 7 4 14 1 3 14 1 7 14 2 1 14 3 1 14 3 7 73 8 73 4 73 0 74 2 746 750 754 71 5 72 5 14 3 2 142 8 14 2 4 14 5 7 14 6 2 1458 1453 13 9 3 13 8 1 13 4 2 136 0 13 8 6 134 0 130 3 13 1 9 133 5 13 5 1 136 3 65013 7 0 13 0 0 12 9 0 13 9 8 134 9 133 3 13 1 7 13 0 1 13 0 0 315 7 315 9 316 1 316 3 303 0302 0 303 1 302 1 301 1 30 0 1 307 0 308 4 30 9 8 31 1 0 312 0 305 6 30 4 2 302 8 299 1 325 309 3 31 3 0 201 30 3 9 - 304 9 306 7 - 30 7 7 30 6 7 307 7 308 7 309 7 312 1 312 0 351 313 6 337 315 1 313 9 31 2 7 312 4 35 0 5 72 3 76 7 765 727 72 5 705 707 715 717 719 347 0 345 6 345 1 34 6 1 354 9 102 118-122 151 128 136 144 166 12 1 0 123 0 12 3 4 124 6 159 110 1 135112 8 112 0 111 2 11 1 1 115 104 116 120-124 107 443 393 383 363 343 323 380360 340 320 300 310399 6 230 226 216 210 40 2 2 20039 5 0 390 420 449-465 281 263 212410 4225 41 0 9 410 7 41 0 5 41 0 3 41 0 1 250 270405 9 406 5 40 6 0 407 9 40 8 0 40 7 0 406 8 13 2 4 61013 9 0 13 5 5 1600 1650 1690 130 1 590 586 580 557 570 549 560 543 542534 535525 526 510 515505 515 130 144 0 14 3 6 14 3 2 14 2 8 14 2 0 14 1 6 141 2 140 8 645 143 3 142 9 14 2 5 14 1 7 14 2 1 14 1 3 14 0 9 306 0 307 0 308 0 309 0 311 2 311 5309 1 30 8 1 307 1 306 1 305 1 305 0 304 0 30 4 1 316 5 317 9 317 4 31 7 0 315 1 316 6 318 2 318 5 300 318 6 32 7 8 233 215329 3 322 8 322 5 32 3 5 324 7 323 4 32 4 8 325 6 325 5 326 7 32 7 9 328 5 326 6 32 7 4 32 8 4 329 8 32 8 2 109 111113 127-131 133135 123 5 124 5 124 7 112 114 150 152 123 5 140 144 10313 4 7 132 7 - 1 3 4 3 106 126 0 13 0 0 131 0 132 6 152 133 6 159 151 135 119 117 126 3 134 179 189 301 303 403 2 40 4 2 405 2 406 2 40 7 2 330 40 2 1 40 3 3 40 3 9 404 0 40 4 3 405 5 40 5 0 405 6 403 2 201 207 221 229 404 3 40 4 7 405 1 405 5 40 6 3 406 9 40 7 5 407 9 408 1 408 5 409 3 40 9 7 17135 5 0 353 0 35 4 4 259 255 39 0 8 391 4 392 0 394 4 14 0 5 14 0 3 714 142 0 725 729 733 14 1 0 140 7 14 1 5 14 1 9 14 2 3 102 111 123 14 4 9 14 5 2 14 5 3 14 5 0 14 4 8 14 4 4 144 5 14 4 1 14 3 7 190 160 140 100 14 3 7 14 4 1 14 4 3 14 4 5 144 0 531 530 525 548 566 573 587 125 165 593 590 281 327 3 328 3 329 5 251 331 4 33 2 0 331 5 331 9 330 0 331 2 332 2 220 260 280 32 9 1 328 7 32 8 6 329 2 32 7 8 326 1 325 3 327 2 326 4 32 5 4 32 4 6 324 3 323 1 321 8 322 1 323 6 321 3 320 9 278 270 309 328 0 327 0 327 7 327 1 326 5 32 5 7 340 7 102 8 103 6 104 4 10 5 2 101 3 10 2 1 102 9 103 7 10 4 7 105 7 100 4 100 0 100 6 102 0 102 4 10 3 0 10 4 0 104 8 251 109 1 10 8 5 10 3 5 102 7 102 3 101 7 100 1 111 1 112 1 112 9 111 6 111 2 11 0 6 11 0 2 106 0 10 4 3 151 109 0 108 0 102 8 110 2 111 8 160 111 1 295 5 296 5 613 637 641 656 660 638 640 31 3 5 3123 3127 3131 31 0 2 31 3 9 314 3 314 9 31 5 5 313 8 31 4 2 3114 3120 313 2 3108 311 2 310 8 684 621 645 624 628 626 655 634 81 0 753 765 769 775 779 783 789 801 805 809 770 776 780 233 0 23 5 0 766 765 769 761 232 1 230 1 756 760 768 230 6 813 749 761 88 9 828 818 827 807 817 202 1 846 836 820 806 800 881 875882 886 888 32 4 6 329 0 883 889331 0 33 3 0 874 880 886887 330 2 33 0 7978 331 3 326 1 326 3 327 5 329 9 332 5 33 2 4 331 8 331 2 330 6 940 920 892 895891 321 8 321 2 3256 3264 3272 925 917 903 909 32 5 1 323 1 25 0 1 - 251 1 253 5 255 3 253 4 25 1 4 257 1 - 25 8 1 258 3 258 5 26 0 9 - 2 6 1 1 259 1 - 259 9 26 1 5 - 2 6 1 7 209 233 8 235 0 236 6 238 0 23 8 6 23 8 1 23 6 5 230 3 232 0 23 3 0 234 0 23 1 5 232 7 233 9 23 5 1 23 6 4 237 0 237 6 23 6 5 238 9237 7 241 0 242 3 654 644 674 664 30 9 0 308 0 646 630 31 0 3 3109 3121 31 4 5 313 3 681 665 645 313 0 31 1 6 31 2 0 674 685 31 4 6 315 6 316 4 31 5 4 31 8 2 685 675 665648 307 0 650 696 728 739-749 725-735 308 5 30 4 5 300 9 299 5 310 1 30 6 5 306 9 307 3 307 7 21 1 1 811 821 829 833 843 851 857 871 808 199 5 211 0 208 0 787786 776 783 780 770 773 750 760 763 720 71 0 750 809 195 5 868 876 862 856 848 842 836 824 810 816 21 6 5 199 0 601 643 320 1 310 1 310 5 311 7 31 2 5 31 3 3 314 1 312 1 311 0 312 0 31 3 0 313 8 314 4 315 0 3135 3133 313 9 312 7 868 876 860 313 7 307 0 891 883 3111 311 9 859 875 8673105 31 0 3 31 0 2 306 5 925 915 307 5 920 910 309 5 921 931 927 24 2 4 241 3 243 6 244 8 246 0 247 2 24 1 1 - 241 7 242 5 - 24 3 7 244 3 - 24 5 5 239 9 23 9 1 23 8 1 242 0 243 0 245 0 24 7 0 245 1 244 1 24 4 0 243 1 242 1 241 1 24 1 0 246 1 246 0 247 1 248 0 248 3 243 3 24 3 0 244 3 24 5 3 24 5 0 24 6 0 247 0 248 4 211247 3 306 4 31 0 9 31 2 1 695 687 671 690 678 658663650 321 0 32 0 0 688 684680 668 679 667 655 643 631 330 0 619 607 591 579 567 323 3 710 718 726 32 0 5 715 719 723 711 710702 33 9 1629 615 2558 2562 2566 2570 657 671 2572 2590 262 0 26 4 0 642 656 659 631628 605 617614 600 578 551 541 2575 2569 257 6 25 6 0 2599 27 0 7 588 596 601 581 571 575 73 2 275 0 689 27 5 4 - 279 6 272 1 276 0 - 2 7 6 2 305 9 912 906 918 924 942 936 930 954 931 298 4 937 947 919 913 943 948 329 8 32 7 5 325 9 329 1 324 3 322 7 321 1 321 2 320 0 32 2 4 318 8 319 6 318 5 317 9 928 92 2 931 923 927 919 914 91 5 316 5 315 7 314 9 319 7 205 221 241 241 2 242 2 243 2 24 5 0 241 1 242 1 243 1 244 1 27 9 6 278 6 276 0 274 0 27 7 7 275 1274 1 273 1 272 1 271 1 271 8271 0 270 0 268 0 269 7 26 4 0 26 6 6 267 6 269 0 269 8 273 0 274 6 180 190 282 0 189 27 9 1 620 632 608 592 580 568 3353 656 319 0 773 758 764 769 76 5 770 774 778 782 786 762761 766 790 317 0 31 6 3 317 5 319 1 734 737 734 731 727 742 750 759 751 3163-31693155-3159 747 775 725-733 275 0 - 275 2 274 0 - 274 2 273 0 - 273 2 27 2 2 271 2 628 634 600 269 9 273 0 272 0 271 0 26 1 5 267 5 675677674676 268 5 732 773 781 777 751724 728 767 720 747 716 739 250 3 252 1 25 3 3 255 1 707 706 711 718 719 727722 726 318 9 318 1 933 941 949 3280 3208 32 4 8 3240 3232 3292320 0 318 8 926 924922 918 930 317 8 322 4 3214 3197 3288 312 4 938 930 31 0 8 311 6 311 3 311 9 31 2 5 313 1 313 7 314 3 314 0 313 2 310 9 31 0 1 932 921 925 935 314 9 394 1 271 0 396 1 410 41 7 0 270 5 272 0 268 9 267 1 26 8 6 267 4 277 9 275 3 27 8 4 27 7 0 27 5 0 273 3 27 1 5 273 0 272 0 27 0 7 269 9 270 0 26 8 1266 5 264 5 26 2 5 260 9 259 1 257 7 25 5 5 253 7 254 0 257 0 259 0 333 3 341 6 724 716 708 700 33 7 3 3452 339 1 3444 338 7 338 5 338 0 337 2331 6 332 4 333 2 334 0 334 8 335 6 336 4 33 7 8 338 0 338 4 338 6 338 8 339 0 339 2 33 0 8680 714 718 722 726 730 734 738 731 754 750 744 720 716 735 734 743 748 752 757 749 765764 71 0 726 754 714702 720 730 742 736 791 79 5 797 257 4 774 778 786 790 798 783 777 771 260 5 28 4 6 287 5 735 733 745 734 746 724 718 680 31 4 8 316 4 31 6 1 316 7 31 8 0 31 7 2 317 3 320 4 32 2 9 320 9318 9 318 1317 3 316 5 31 5 7 31 4 2313 4 314 1 314 9 313 3 312 5 31 2 6 311 7 311 8 311 0 3149 312 5 313 1 313 7 31 4 3 318 5 315 8 315 0 317 4 315 5 318 2 23 9 8 236 4 238 2 234 8 237 1 23 6 1 233 2 260 8 267 4 267 2 266 0 262 6 266 0 264 2 266 1 262 0 263 7 260 7 259 9 255 0 257 0 259 2 26 0 8 25 8 7 25 7 9 259 1 279 3 261 283 0 292 8 291 6 290 0 289 8 289 2 289 3 287 5 287 8 286 2 28 4 8 282 5 28 3 0 284 3 285 9 281 9 282 0 250 290 29 2 6 291 2 330 340 300 14 4 5 14 1 0 140 1 141 5 14 2 5 525141 6 144 0 14 5 1 14 9 9 541 15 3 5 150 5 528 509 555 155 6 589 537 538 550 150 0 155 0 15 3 0 155 0 375 474 464 444 440 152 5 410 435 421 15 4 5 15 5 7 157 0 475 455 470 676 272 5 272 9 27 3 1 - 273 7 274 3 - 275 1 285 0 749 723 729 733 731 727 744 720 281 1 277 5 702704706 708 27 9 9 270 1 27 4 1 721 707-721 723- 737 739-753726-738 722-724 719711 27 1 7 27 2 9 742740 736 732731 231 6 220 0 22 3 0 226 0 225 7 227 7310 229 9 229 0 230 1 230 0 231 1 22 9 6 230 2 236 5 238 3 239 9 234 9 233 3 231 7 23 0 1229 1 226 1 223 1 220 3 365355 210 5 211 5 511 524 514 291 7 292 9 29 0 5 28 9 8 289 3288 1 28 6 9 285 7 288 4 28 7 0 285 6 284 2 28 2 8 283 3 284 5 278 2 355 27 8 3 273 0 27 1 9 27 3 3 27 4 2 279 8 278 4 27 7 0 275 6 27 4 7 276 1 27 8 9 27 7 5 28 0 1 281 5 28 4 3 28 3 0 281 2 28 4 4 28 5 7 288 5 390 28 1 4 280 0 280 9 282 1 16 2 0 163 0 164 0 465 455 464 440 418 161 7 16 5 1 415 425 445 512 152 7 460 474 15 5 0 - 1 5 6 6 401174 5 173 9 421 427 470 182 0 492 458 444 18 3 2 183 0 455 185 0 445 435 430 420 180 1 183 1 419 425 180 0 18 1 5 730 724 718 706 712 705 764 756 726 748 740 307 2 306 6 306 0 305 4 30 7 3 30 6 5 30333030 3036 30 4 8 3042 3029301 9 300 5 757 730-738 740-748 720-728 704-718 70 2 300 1 788 780 772 29 3 8 294 8 783 788 775 555 208 0 515 208 5 211 2 21 2 0 481 461 441 21 8 0 215 0 463 453 460 444 445 415 375 534 550 565 575 585 212 6 21 4 4 215 0 566 546 561 575 580 545 535 510 21 7 5 220 0 450 250 0 270 260 25 1 7 310249 5 257 0 329 3152491248 5 25 1 8 25 0 0 247 5 248 6248 4 271 248 9 261 249 8 249 5 26 3 6 26 4 4 265 0 266 2 26 0 0 354 370 360 262 6 26 3 1 26 2 1 26 1 1 346 336 320 261 2 26 2 6 25 7 3 260 7 18 2 1 435 176 0 170 8 442 434436 426 17 2 7 443445 451 457 467174 4 173 0 172 8 450 458 468 505 559 551 526 543 535 527 519 175 3 174 1 17 0 5 17 1 5520 510 510 180 5 17 3 0 431 172 9 544 780 772 767 771 779 783 775 29 0 0 767764 759703 801 3024 750 778 766 760 754 752 754 760 300 8 796 755-759 761763 774772 708 744 756 750 776 780 768 273 2 27 4 8 27 6 2 277 0 277 3275 7 739 471 481 461 441 425428 438 21 9 0 477 224 0 500 21 7 6 216 4 241 0 24 2 2 241 5 243 4 245 0 246 8 24 8 0 249 0 485 475486 480 455 445 435411 248 9 249 3 24 3 1 244 1 24 4 5 470 478 470 456 254 0 25 6 4 446 26 4 1 262 5 265 9 255 5 38025 8 0 253 0 365 385 251 5 25 1 0 250 8 250 3 249 0 247 0 247 5 24 6 0 246 5 245 1 244 6 24 2 9 246 0 245 1 246 1 247 1 247 6 24 6 8 250 1 252 5 256 3 255 9 257 7 259 9 425 435444 252 1 253 0 445 278 8 27 7 6 27 6 6 274 0 279 5 17 3 4 17 3 8 185 5 200 5197 5 199 5 199 0 197 0 510 540A 192 5 194 5 194 4 195 0 19 6 5 19 8 5 19 7 6 19 9 0 200 5 20 0 2 202 0 204 0 438 195 0 450 192 8 19 0 0 536 180 0 568 558 552 544 528 18 2 7 183 5 505 519 539 182 8 18 3 6 559 747 757 75327 7 4 27 6 4 2755 2751 2758 272 7 737 735 272 1 762 27 9 3 784 739 757 260 4 262 6 769 781786 778 770 747760 727 719 788 2668 794 790 269 2 270 4 272 4 2684 2672 266 3 267 1 266 0 26 3 2 265 1 263 1 440 410 452 450 252 0 251 2 246 5 246 9 480 233 0 234 0 236 0 470 485 475 465 459 450 430 237 4 239 2 425 455 405 235 0 236 1 237 5 239 5 23 8 0 237 0 236 0 242 0 244 0 24 5 0 24 2 9 244 1 24 5 1 521 247 1 246 6 24 3 0 278 3 27 7 1 275 7 274 3 272 9 271 5 27 2 6 27 1 2 270 1 265 1 266 1 267 1 263 6 26 7 0 26 8 0 26 9 8 268 1 270 3 27 2 1 27 4 1 276 1 27 7 1 27 6 8 275 0 273 0 38527 0 2 272 0 420 495 475 465 455 500 521 269 5 268 9267 1 454 265 7 26 7 1 268 2 269 0 571 595185 0 194 1 195 5 194 0 196 0 190 0 630 192 0 601187 5 604 627 560 543 19 1 9 15 6 5 152 5 601 640 630 626 163 0 685 663 651 635 625 16 3 3 165 1610 17 1 1 569 563 555 162 0 570 535 521 166 9 163 1 526 262 1 2697 273 1 799 259 0 772 789 289 0 813 807 293 7 292 5 810 816 822 828 834 283 5 287 5 807 813812 800 816 820 819 825 830 804 279 9 282 0 283 0 784 279 8 2671 810 802 811 805 2683 836 817 244 0 242 5 24 3 5 245 1 24 6 5 249 4 249 9 2518 25 0 1 510 253 9 256 3 25 7 9 25 9 3 53 7 264 3 265 7 531 568 558 2546 587 577 567 557 5472534 2538 2530 262 9 541 252 1 2522 25 2 6 257 4 258 4 261 5 53 8 548 52 8 2542 262 4 269 8 27 0 2 268 5 27 0 5 271 2 272 4 27 4 6 271 1 272 7 274 5 276 1 277 7 464 269 7 26 7 7 26 6 1 26 7 2 269 0 27 0 0 265 6 26 4 2 262 8261 4 261 9 26 3 3 264 7 260 5 450 443 288 6 28 9 9 29 1 5 29 2 7 292 4 29 1 0 289 6 293 8 299 8 29 8 0 29 6 0 29 5 1 343 341294 1 544 578 170 0 595 172 0 566 172 0 680 658 650 173 0 173 2 17 3 6 667 659 669 651 643 635 627 611 61917 4 5 17 3 3 175 5 620 634 678 666 650 182 8 185 0 671 187 0 691 639646 626 184 9 618 757177 5 180 2 182 3 84 6 823 2691 805 809 813 278 1 27 7 9 27 6 5 273 5 274 7 279 7 853 847 80 6 817 859 828 818 812 831 847 851 859 830 867 863836 842 848 854 866 860 875 879 843 848 831 837836 871854841 259 6 25 9 8 256 3 255 1 251 1 2521 253 92545 25 0 5 600 614 628 642 2527 2533 656 607 601585 581 575 24 9 5 24 7 9 570 550 530 595 2554 2550 590 25 0 6 251025 0 4 233 0 239 7 232 0 233 0 23 4 0 231 5 230 3 234 3 29 7 0 299 0 295 0 297 1 29 5 1 294 0 30 1 0 30 0 0 30 3 2 30 2 2 30 1 2 301 5 302 5 303 5 342 338 287 2 28 5 8 279 6 279 3 485 475 277 0 278 1 277 1 276 1 27 4 9 273 3 512 522 532 470 282 3 28 3 5 282 4 28 3 6 28 0 2 288 2 289 5 288 1 28 4 9 285 8 284 6 70117 5 3 174 1 172 9 171 7 17 4 8 175 6 176 6 17 7 0 747 17 0 7 16 9 9 640 702 180 1 651655 661663 200 0 206 1 551 207 5 206 1 20 7 0 209 0 202 5 204 5 20 6 0203 0 202 0 20 0 0 197 5 19 7 0 19 9 1 20 0 1 202 1 202 0 20 5 0 19 9 9 198 8 19 8 5 19 9 0 835 829 865 866 870 872 824 810 818 837 825 817818 812 806 3078 308 1 783 789 777 301 6 302 4 303 0 309 0 311 2 789 785782 788 776 770 781 777 795 301 1 306 1 809 3048311 4 842 834 826 3067 237 1 236 1 235 1 23 4 1 234 4 23 6 0 237 0 555 233 4 232 6 23 1 0 228 0 22 6 6 223 0 225 0 234 3 23 5 3 233 3 23 5 0 615 236 0 23 0 2 232 3 54054022 3 0 224 2 225 4 226 4 227 4 229 1 22 7 1 223 1 233 1 232 1 22 9 9 226 7 22 4 5 222 7550 609216 5 28 3 4 28 3 7 284 5 282 1 282 2450 287 0 280 5 279 1 284 8 286 0 284 7 285 9 287 1 28 8 3 289 5 290 5 29 1 9 293 1 293 4 29 2 0 290 6 289 8 288 4 28 7 2 293 0 291 829 0 4 289 4 290 9 292 1 29 3 5 483479 477 297 9 309 4 308 2 307 2 30 6 2305 2 30 5 7 19 9 8 208 1 700 606 640 21 2 0 212 1 213 0 214 0 215 0 650 590 564 211 2 206 6 20 8 0 209 0 209 1 655 675208 0 208 1 204 8 206 4 20 6 3204 7 203 1 203 2 201 5 201 6 700 188 0 18 5 0 183 5 18 4 9 186 1 187 5 181 0 180 1 18 0 0 18 1 4 18 1 1 3061 3055 3049 3054 3060 3066 3072 309 0 316 1315 5 314 9 313 5 312 1 312 5 310 9 309 1 30 9 3 30 8 7 797 793 31 6 2 794 315 2 30 8 4 309 8 310 2 310 6 289 8 878 872 883 887 889 891 831 894 890 292 8 29 4 6 879 29 0 4 217 7 218 8 219 0 220 0 22 8 0 223 3 227 7 229 0 602 222 5 225 0 224 5 22 8 0 22 5 5 586 596 23 0 1 232 0 229 0 227 5 234 2 233 2 233 3 232 3 22 8 1 231 0 230 0 23 2 0 23 0 0 230 9 645 232 1 701 23 6 1 23 7 1 238 1 702 613 619 604 618 612 667 30 4 5 30 4 2 30 3 0 490 46 7 480 47 0473 301 7 30 3 5 302 5 299 3 30 7 1 306 3 30 7 5 307 9 30 8 3 480 30 8 8 311 2 308 0 470 46 0 469 479 489 314 9 300 3 300 7 299 9 299 7 31 8 0 31 7 0 452 315 1 312 0 31 3 0 465 311 4 309 4 319 1 18 3 0 184 4 182 1 18 3 3 196 5 196 8 194 8 194 5 191 8 192 5 690 660 183 0 19 8 1 196 1 194 1 740 711733727 719 701199 1 19 2 1 720 710 737 747 730 740 765760 750 755 775770 780 785 795187 0 777 187 5 186 1 290 8 837 843 2912 819 825 846 849 855857 861 8672907 2911 29 0 3 880 290 1 873 840 830 836 842 848 898 296 6 298 2 895 899 891885 297 5 925 291 1 908 29 0 1 850 854 860 866 872 878 884 890 673 669 641 635 625 250 2 251 8 253 4 684 670 255 7 24 2 8 24 2 4 712 739 735 731 727 715 711 70 7 24 3 1 245 1 247 1 24 9 1 719 237 0 236 0 235 2 23 4 5 23 6 1 23 7 5 699 685 241 1 723 70 3 249 0 153151 560 570 31 7 1 31 8 1 540 31 7 0 318 0 3190 319 1 32 0 5 318 1 31 7 1 520 316 1 580 592 586 47931 4 0 3128 3114 31 0 0 3115 310 1 315 6 559 533 527 521 31 4 1 313 1 312 1311 1 31 4 6 31 3 6 595 314 6 308 3 308 9 30 9 7 652640 654 18 8 1 18 9 0 187 4 186 0 184 5 18 6 1 20 0 1 20 1 5 680 212 0 213 0 214 0 21 5 0 212 1 21 3 1 216 0 21 7 0 695 21 5 1 216 1 217 1 218 1 217 0 216 0 690 222 0 224 0 226 0 220 1 710 212 1 742 748 754 762 772 782 792 216 0 771 761 751 766 713 306 4 3106 3104 3110 3112 299 7 293 1 293 3 869 865 318 7 31 9 3 31 1 0 3168 315 1 316 5 317 7 318 5 831 837318 6 318 0 317 4 31 4 7 3146 3145 315 0 316 4 317 7 316 3 311 6 32 6 4 838 850 325 0 324 8 85 1 317 5 319 1 316 0 3193 3187 3141 246 1 - 248 1 250 7 - 251 5 248 4 250 1 250 2 25 2 0 168 130 116102 247 6 - 2 4 9 6 107 111 117121 249 7 165 185 195 251 7 - 25 3 3 253 7 - 2 5 3 9 255 1 - 255 9 262 0 261 0 26 0 0 259 0258 0 255 0 253 6 228 218 200 196 650 622620 626 598 479 300 0 489 299 0 297 6 486 480 482 478 296 0 620 622 300 5 606 60 8 610 30 1 5 30 2 5 304 5 61 8 616614612 297 5 28 9 0 601 635 61 7 64 4 61 1 64 2 615607 604 602609 607 605 60 4 72 3 743 703 21 4 1 21 1 1 210 1 209 1 207 1 73 0 736 727 230 3 231 1 711 713715 717 719 72572372 1 745 757 753 745 737 733 723 717 713716 720 728 732 712 708 740 764 762 736 743 731 741 817 3143 315 3 31 5 93145 3181 3169 3188 3194 320 0 3182 3176 883 887 873 315 2 315 8 3175 87 9 312 5 312 9 31 3 5 3103 31 2 8 312 6 312 4 314431 3 2 312 2 309 7 310 1 31 9 8 310 7 31 2 8 31 4 0 312 2 31 6 4 32 2 4 884 333 3 324 7 869326 3 327 1 96 0 145900 95 587 5 853 925 81 855 90 1 - 9 0 7 90 9 87 98 10 3 8 10 3 6 91 7921925 735 849 707 847 842828 820 248 230-232 212 82 5829833 800 812818 882 165831 801 81 5 809801 841 220 5912 900 224 2223 0 212 8 909 917 795 785 1015 969 140 160 150 977 973 981 985 989 993 190 180 170 997 999200 185 960 964 968 972 976 15 35 55 59 63 71 87 91 58 953 241243 235 244 270 258 182 8 183 6 253 181 8 186 5 310 18 5 1 18 3 7 320 335 339344 182 6 185 0 350 358 18 6 1 271 18 5 0 19 2 0 268190 0 345 182 0 385 191 0 370 348 19 2 9 342 19 2 5 310 330 336 311 325 248 0 246 3 878 884 879 896 885 24 9 0 25 6 7 841 87 8 274 2 272 2 270 4 82 0 883 893 872 871 86 8 864 855 863 84 7 26 9 2 890 896 88 2 888 893 885 871878 886 898 853 83 1 84 8 858 816 866 876 905 79 1153 71 8 76 1 795745 201 209 83 4 83 6 84 5 895 92 6 190 934 94 2 94 8 203 209 219 225 929200 91 0 926 270 93 5 904 90 9 909 A 428 441 430 420 421 423 460456 440 1120 113 0 955 66 62 70 963 74 971 967 78 8286 988 992 996 2120 90 21 3 0 995 991 981985 975 796 788 932 936 933 935 939952 946 942 956 951 955 959 97 0 913 97 5 951 943917 922 19 3 2 355 186 2 272 202 0 20 4 6 206 0 259 209 0 271207 0 263 267 111 349 217 5 216 1 21 2 1 21 3 1 330 300 350 211 0 21 2 2 100110 7055 194 4 195 2 197 5 199 1 200 1 323 20 2 5 333 301 345 203 0 207 0 20 5 020 2 0 906 270 1 271 1 901281 1 909 917 900 289 7 908 28 7 6880280 2 282 4 277 0 886 892 27 9 0 928 920 912 270 7 273 9 926 278 1 279 6 877 871 257 7 258 5 25 9 9 909 91992392592 7 92 9 931 914 925113 4 1176 115 4 400 1184 455 405 401 420 419 418 15 45 63 51 39 27 75 16 24 90 1771 1755 1741 1737 1661 1625 40 50 70 97 1875 1845 1710 1730 1750 500 515 541 241 275 269 1870 926916 951 943 959 967 242 4 963 967 977 981 985990 984 978 239 0 237 0 972 976982986 99 2 950 956 962 968 970 954 958 962 96 6 974 966 962 99 1 989 98 5 907 940 971 950 24 7 0 217 4 218 3 202 5 20 4 5 206 5 199 5 195 1193 5 435 205 1 202 1 204 0 202 0199 0 193 3 19 2 1 420 19 1 1 434430 432 187 5 490 470 193 4 194 0 193 6 195 5 192 0 193 0 455 491 782774 768 758752 746 919 911 908 910 267 5 914 916 26 3 5 918 920 92 292 4 92191 5 926920914908 935937 931 907 910 256 9 930 934 938 978 960 966 972 922 984 990 971 967952 946 963 957940 945 419 1365 95 87 79 10 553 427 5426 54257425 1 4386 433 9 434 1 434 3 43 3 3 433 5 433 5 43 3 3 433 1 439 441 445 435 2510249 0 253 0 25 4 8 2564 242 7 24 3 9 246 3 245 1 247 4 968 960 985 993 1010 262 1 260 7 248 7 264 3 1035103326 4 0 263 2 261 8 2651 263 1 261 3 108 0 260 1 1021 1011 259 1 2563 2551 992 24 6 0 979 2499 242 0 239 5 1031 738 732726 720 708 18 9 2 18 8 0 18 6 8 18 5 6 18 4 4 18 3 2 18 2 0 18 0 8 17 9 6 330 326 320 31 2 30 6 300 298 290 280 270 260 250 240 230 220 210 714 329 32 5 31 9 281305 271 261 251 241 169 165 221 175 939 936 932 94 2 238 5 935 939 948 24 4 5 242 3 242 1 928 931 920 912 915 923 243 0 24 4 0 245 0 246 5 246 0 246 9 922 930 938 946 954 951 947 943935 911 919 927 963 952 955 944 947 936 976 955 112 121 449 410 433 442 420 427 9 43 3 7 43 6 8 43 7 0 437 8 1062 1072 1082 1052 1051 1063 10531054 243 2 244 4 24 5 6 248 0 249 2 246 8 250 6 251 8 252 7 2539 2505 25 1 5 244 1 2459 242 1 247324 3 3 1057 966968 964 965 961 978 972 971 975 991 22 0 4 981 988 1018 22 0 7 181 179 15 7 161 70 675 693 19 1 7 19 2 9 19 1 6 1039 19 3 8 19 2 6 19 1 4 19 0 2 709 715 11 15 79 75 71 67 739 745 751 757 763 50 40 30 74 12 8 1618 2 2 544 550 18 5 3 184 3 18 5 0 18 4 4 18 4 0 18 3 6 962 959970 963 967 236 1 923 925 921 919 905 986 973 101526 6 9 26 5 7 996 983 985984 964 960 975 979 994 986 991 1003 1013 947 953954 958 962 966 957 965 975972 978 983 991 984 312 336 0 3350 727 723 719 715 71 1 330 1 330 5 32 9 7 329 1 328 7 735 743 739 747 751 707 332 1 331 1 338 5 339 3337 3 336 7 771 78578 8 786 758 712 708 33 7 0 78 4 782770 33 5 5 34 1 2 732 3430 340 4 351 2 351 0 959955 23 0 4 23 1 6 232 8 229 0227 6 976 982 992 986 97 2974 22 9 3 22 6 1 227 5 224 3 225 6 22 4 4 221 5 221 71022 1030 222 8 222 7 222 9 221 6 224 1 22 0 0 951 1023 22 2 7 221 5 1050 1052 1060 2220 214 5 1024 1040 1021 181 3 18 2 9 17 9 7 17 8 1 18 1 4 18 1 5 18 2 3 183 1 56 1 56 3 55 9 55 7 18 4 1 18 4 7 18 5 5 563 557 56 6 56 2 55 8 57 0 20 40 60 45539 533 528 575 18 3 5 637 609 623 189 1 18 6 3 18 6 0 18 7 0 690 55 5 18 6 3 187 1 551 21 1 0 448 432431 443 455 456454 444 428 416 404 410425 217 1 204 0 209 1 210 3 - 212 7 436-446 431- 453 478 482484 222 5 223 7 391 390 381 373 360 376 21 3 0 214 0 216 0 21 6 6 756 72 1 751 750 767 761 755 795 787 781 775 762 768 774 780 771 775 779 3431 345 1 3443 3435 3439 34 2 7 34 2 3 341 9 34 1 5 341 1 764 794 337 6 842 839 34 7 5 838 345 5 834830 344 1 82682 2 34 1 3 340 1 818 2135 10331044 1035 991 230 5 229 1 23 1 5 231 2 232 4 232 7 233 7 23 3 4 234 9 23 4 6 23 5 9 235 8 238 3 237 1 236 8 238 0 1011 1017 1023 239 5 1033 1037 1043 238 6 237 4 23 6 2 238 5 23 7 3 23 6 1234 7 235 0 23 3 8 232 5 232 8 23 1 3 230 3 231 6 227 0 642 55 4 80 65 530 532 534 542 538 546 550 628 614 600 549 547 586 572 558 543 545 541 544 530 539 516 537 502 18 7 2 186 2 535533 185 2 531 657 55 3 656 59 55 51 47 39 35 31 424423 450 438 430 410411 417 457 449 454-460 420 22 0 9 22 3 3 421-429 431-447 412-422415-421 197 0 19 0 0 314317322 330 340 360 192 0 332 342 814 772 780 33 6 6 788 337 0 337 4 78 9 735 755 784 780 750 746 33 4 0 32 9 4 329 2329 0 787785 783 77 9 78 1 775 742 759 755 763 767 771 324 2 324 0 325 4 326 4 327 4 328 0 323 6 815 31 7 8 31 9 6 32 1 1 319 5 801 317 4 237 5 23 8 7 1049 1055 1092 1098 249 1 24 7 7 246 3 244 9 243 5 242 1 24 3 0 1075 1074 1073 10831084 1064 1063 247 0 244 0 243 1 245 5 24 6 8 24 5 6 244 2 1085 239 0 1071238 0 2450 2452 1065 1085 2261 225 6 230 6 22 9 3 227 9 22 6 7 22 3 0 225 3 22 4 1 27 23 19 19 5 0 19 6 2 19 7 4 19 8 6 19 9 0 19 9 6 714 726 738 750 762 774 786 1087 1079 1071 1063 1055 1047 785 2190 777 2182 761 2170 749 2154725 2146715 2130 20 2 0 703 63 11 6 1 11 0 1 2129212521212115 350351 343 333 390 380 370 360359 363 381 393 230 240 250 225 245 271 190 1 193 3 280 290 270 260 252 411 350 359 351 343 323 322 334 346 315 21 3 0 314304 316315 317 8 318 0 318 4 785 31 8 8 31 9 4 319 5 788 323 0322 8792 754 828 820 812 80432 3 1 326 1 808 814 820 827 821 813 832 826 835 843 322 1 758 778 821 809 323 2 803 317 1 - 317 5 318 7 - 319 1 317 9 - 318 3 834 840 828 2200 2206 1072 2216 2210 224 6 223 6 22 4 0 222 6 22 6 0 2266 2211 236 0 244 1 242 9 1128 23 9 2 1103 1107 23 9 9 239 1 23 8 1 238 4 23 7 6 236 8 237 1 236 1 236 0 235 2 23 5 1 236 3 2331 2250 230 7 231 7 233 9 2280 2276 234 02330 234 1 2113 1102 1106 1110 2285 2291 2201 229 7 230 3 23 1 1 23 1 7 23 2 7 233 7 2350 2340 2330 2351 2363 23 7 5 238 7 239 1 2327 2339 231 9 232 0 19 7 2 19 3 0 19 4 4 19 5 8 682 690 698 19 7 7 19 6 5 19 5 3 19 4 1 658 19 4 7 19 3 3 19 6 1 19 7 5 674 19 0 5 189 3 323 328 196 0 198 0 201 203 0 206 0 222 234 244 254 264 280 290291 281 271 231 237 251 261 301 231 440 414 406-410 392 360364 415 24 3 8 415 421 321 361 241 5 200 27 4 7 260 80 7 811 815 819 810 816 804 337 7 80 6 81 0 338 7 87 5 87 9 82 7 83 1823 887 883891 895 817 823 829 811 33 4 5 795 826 820 814 808 333 7 888 882 870 864 872 874 89 4 858 852 877 871 859 2296 2286 2290 23 4 4 23 3 6 231 0 23 0 0 239 4 1133 1125 1115 1119 238 5 23 7 7 236 9 236 12353 2345 2279 2273 226 7 22 7 0 123 117 103 102 185 1 186 5 186 7 186 9 135 151 159 185 6 18 4 8 158 152150 156 160 168 188 3 1906 1912 191 8 1924 1936 194 2 65 1 643 635 627 619 611 587 571 559 543 531 517 501 650 642 634 61 0 626 618 2115 2129 2145 2159 2160 2085 2073 2134 2120 2061 2088 2058 2052 697 693 202 9 442-444 433-447 405-409 403- 409 381- 395 161 341-347 366- 370 25 0 2 - 251 8 332-362 280 229 0 366 400397 383 371 365 355 375 344350 853 847 841 835 327 0 32 8 4 329 2 836 844 852 845 839 833 827 868 862 856 850 844 838 832 22 9 5 228 5 23 1 4 - 234 0 228 2 - 2 2 8 8 239 4 23 9 2 23 9 0 23 6 9 23 6 1 23 5 3 23 7 7 239 3 234 5 720- 740 166 1 166 9 1677 1685 18 8 0 1693 18 7 0 18 1 8 111-115 17 5 1 175 3 109-113 119123 125-129 114-126 130-134 176 110-114 102 106 271 275 273 168 0 232 163 7 215 165 2 166 4 170 175 0 175 2 156 160 20902082 689 2074 685 2066 669 663 661 2058 20 5 0 20 5 3 2107 2109 653 194 9 195 3 197 9 199 1 200 3 201 5 202 9 204 7 206 9 207 9 209 1 2101 207 6 2070 20642028 2034 20222016 2010 2004 20 0 0 197 8 1972 1966 1960 2040 195 4 330 302215 0 261 250 285 315 325 335 350 318 306 320 310 277 231 3 230 7 303- 309 301299 267-271 235 0 245 240 255 265 220 230 290 23 6 3 299 24 3 5 249 164 201-217 752-760 750 850860 795 868- 876 780 23 2 1 800 231 0 230 1 231 7 23 3 1 23 3 0 23 3 3 - 2 3 3 7 27 0 0 901 855 777 601 250 0 505 23 4 2 234 4 610 624 642 658 26 7 5 23 4 3 - 23 4 7 23 8 5 23 0 5 22 9 0 560552550 175 4 144 167 159 17 7 0 143 133 126 140 290 280 250 175 0 233 243 225 172 9 219 175 1 265 251 299 218 226 18 2 5210 220221 200 130 132 17 4 3 - 1 7 4 9 184 16 5 5 138 122114 106 202 5 115 121 194 8 1930 657 204 6 659 207 3 240 0 2085 2191 2197 747 751 759 755 767 771 243 0 241 0 763 245 0 247 0 775 740 736 795 239 1 23 7 1 23 5 1 23 3 1 239 0 23 7 0 815 80781 4 255 7 253 9252 1 250 1 24 9 1 247 1 245 1 243 1 23 4 3 232 3 206 200 223 210217 0 220 230 21 0 5 215 5 254 260 274 214 5 285 263 233 243 253 214 20 0 5 20 1 1 20 3 1 205 3 206 5 207 9 209 1 21 0 1 211 5 21 2 5 231 211 0 21 5 0 214 3 - 2 1 4 5 103206 5 111 216 0 22 8 0 555 559 577 599 22 0 0 550 23 0 5 1 - 4 239 0 227 0 22 7 7 23 1 0 232 5 23 3 1 490 23 3 5 234 5 227 5 480 564- 572 643 645 22 6 0 22 6 2 566-570 22 5 1 226 3 22 5 1 22 7 1 466 445 444 425 250 2 25 0 8 409 407405 151 152 146 185 171 205 0 204 6203 6 21 2 5 170 160 111 105 205 6 161-165 143-149 129-133204 5 - 205 1 20 3 7 - 204 3 130 134 144 158 200 4 203 0 202 0 168 180 202 208 5 215 20 6 5 221 239 19 7 5 136 241 1 779 249 0 249 8 783 78 5 78 9 250 0 252 0 253 8 255 6 820 82 4 840 846 850 837 831 2510 25 5 0 25 3 0 851 847 83 2 836 82 8 825819 823 822 830 827 833836 848 845858 853862 23 2 8 879232 0 23 1 8 121 131 214 5 116 214 0 21 3 5 215 0 122 132142 221 1 211 221 224 8 225 0 217 9 - 21 8 5 21 8 5 219 5 21 5 5 - 215 9 255 5 250 1 123 243 3 242 5 145 263 5 262 5 151 155 240 1 465463461459 447445 437-441 433-435 410 430 245 5 460456454448 425431 475 453451 449451453 446-454456-464 411 420 430 440 460 471 461 120 130 134 150 19 5 5 196 1 19 4 5 195 1 115-123 127129 135-139 151 143147 193 2 19 3 4 222 0 180 212 0210 0 217 521 4 5 219 231 213 5 212 9 237 251 245244 228 216 0 218 0 215 0 214 0 252 21 0 0 212 5 210 5 23 1 2 222 6 853849 863 861 859 865 86 7 869 82 1 825 82983 3 837 841 857 845 87 1 226 6 226 8 226 4 226 2 22 8 6 229 8 225 2 22 9 0 22 7 0 859866 865870 873874 878 881 885 891886 895890238 8 230 3 157 159 251 191 171 15521 7 1 214 9 21 5 9 21 3 9 218 0 223 3 223 7 145130 120 110 221 0 195 155 160 22 0 0 221 1 170 185 160 159 170 180 225 1 227 0 229 0 160 170 180 23 3 0 234 4 236 0 233 1 235 1 236 1 175 470 28 0 5 28 7 5 412 420 430 440 450451 441 431 421 411 29 0 4 456 470471 461 299 9 29 5 1 290 5 461 301 7 30 0 1 278 0 412 410 469 450 425 455 303- 315 212 220 280 25222 2 5 255 240 204 22 2 0 223 0 292 262 225 5 22 7 5 226 6 22 8 4 305 21 7 0 21 3 0 275 165175 205 211 18 6 5 219 204 19 2 7 191 9 210 228 224 193 5 219 194 7 170 19 1 8 160 152 192 6 177194 4 167 23 1 5 232 3 23 3 3 23 4 3 235 5 23 5 1 875 871 867 863 859 855 842 841 831 854 847860 855 260 4 260 8 814 824 25 9 3 860 856 256 9 845848 836 25 7 0 259 0 843 259 1 849 851 855866 872 871 813 82 6 167 151 238 0 22 1 5 215 221 231229 0 225 0 224 208 230 0 230 5 240 23 1 4 231 5 23 2 6 23 2 5 233 9 235 1 22 9 1 229 7 22 9 5 155159 230226 623 137 700 780 790 744 111 753100 825805 33 51 75 309- 315 211 1 212 1 214 7 213 9 933 215 6214 2 50 54 955956 960 951950 945 941 935 946 942 938 936 925 921 931 905 901 911 915 928 920 223 4 896 924 912906 910 904 900 175 237239236 193 0 193 2 193 6 228 220 212 201 5 202 7 249 200 0 240 244 262 227 194 4 196 0 285 243 273 261252 260 195 9 204 5 205 1 17 0 1 17 0 3 174 9 317 335 236 234 184 5 18 5 7 227 239 83 4 823 870 862 837 264 3 263 7 262 5 261 9261 1 262 0 825 81380 5 81 8 804 840 810 890 255 0 257 0 879 885 873 867 865 876 880 884 888 891 89724 9 0 864 868 872 887 883 879 25 4 3 252 1 249 3 247 7 24 7 0 63 841 44 675 49 41 711 799 703 100 101 13965 4 625 101 9 102 7 103 5 10 5 2 104 4 106 1 10710510310 4 5 10 2 8 10 2 0 10 0 1 100 5 10 0 9 101 5 102 7 103 7 101 0 102 4 10 0 4 93 0 97 5 94 5929931 948 94 0 217 0 1010 921 99021 6 1 980 940942960 21 6 0 922 21 5 0 215 1 214 1 21 0 1 21 0 5 211 5 214 0 21 2 4 211 0 210 0 884 870 234 0 23 3 0 23 5 7 235 3 890 234 5 232 0 234 9 232 5 229 5 22 6 5 222 5889 885 225 5 1040 1020 1000 23 3 0 23 31 27333741 45 3644 3660 3622 3610 3741 3745 3753 3749 375 7 10 8 6 2 4 3728 371 7 37 0 7 37 1 3 37 1 5 37 1 1 37 0 9 37 6 2 375 0 3756 3744 3738 3732 372 6 37 6 5 3750 376 0 37 0 8 37 1 2 3780 3744 3930 3909 3915 3924 3963 3960 3950 3910 38 7 5 374 5 373 7 373 5 373 1 372 7 770 780 371 5 37 1 9 369 6369 0 786 792 369 4 374 2 364 0 364 6 366 0 365 0790 782 36 4 9 364 2 366 2 365 2 365 9 366 9 371 1 367 0 789 773 809 321 329 27 0 25 6 24 0 245235 23 4 225 22 8 22 2 754 766 772 121115 776 780 211 213 782 784 215 225 241 78 6 788 79 0 247 792 761 751253 381 365 40 0 3 403 9 402 7 401 5 318 330 251 265 23 4 5 23 2 9 23 1 1 231 0 23 3 0 235 0 230 0 229 8 22 9 0 22 7 0 227 1 22 9 1 229 3 901 975 910 920 940960 984980 22 2 6 - 22 4 8 811 817819827 23 4 0 23 4 2 790 770 750 720 21 3 5 213 9 850 215 8 21 5 5 210 1 20 8 1 20 9 1 90 88 3748349 2 349 3 346 5 34 6 4 34 7 0 347 6 348 2 348 8 349 4 346 9 347 5 348 7 34 9 8 350 0 35 0 4 350 8 35 1 4 349 1 349 9 35 0 3 350 7 35 1 5 35 2 1 34 9 5 350 5 351 7 348 6 34 9 0 349 6 353 6 352 8 352 2 351 0 350 2 35 2 9 35 3 3 54 50 48 55 76537 4 3 376 1 37 5 2 374 0 37 6 0 375 0 377 0 775 797 818 371 1 371 7 373 7 376 5374 9 36 7 9 821 359 2 36 1 6 36 0 8 360 0 359 8 357 5 840 830 361 1 360 3 359 1 358 7 35 8 3 35 8 4 359 4 360 6 359 3 35 8 9 35 8 5 36 2 4 363 0 361 3 36 3 1 360 5 364 0 279 405 2 404 4 4005 4009 4013 4017 2644010 4006 401 2290 323 313 303 304 306307 318 321 335332 346 349 376 40 8 2 373 362 363 348 343 334 320 41 0 3 409 7 408 7 407 5 406 3 405 1 278 4093 407 2 408 4 331 21 3 7 21 3 2 213 4 213 6 213 8 - 21 4 4 21 3 3 212 7 212 1 211 5 21 0 5 20 5 0 20 4 0 206 0 207 0 217 4 21 5 0 - 2 1 5 8 213 0 21 3 6 21 2 0 - 2 1 2 2 210 6 - 21 1 2 730732 865 591 679 613 20 2 5 20 7 7 208 5 20 8 7 211 0 213 0 565567 575 555 3697 3673 47 51 60 240 35 4 5 210 58 36 0 0 35 3 2 35 4 0 35 5 6 35 4 1 211 3629362 5 3609 36 1 3 36 1 7 362 1 59 61 65 69 71 7975 81 85 367 6 3688 3671366 3 3696 3680367 0365 8364 8363 8 362 4 82807876 36 3 2 363 9 361 2 361 5 36 0 4 360 7 359 2 359 9 358 8 358 7 823364 1 828 844 36 4 8 364 0 836 363 1 363 4 360 7 36 1 5 362 3 362 6 827 833 839 366 3 364 3 36 3 5 36 2 7 363 2 361 9 38 5 7 3845 3848 379 1 380 9 380 3 379 7 38 1 5 38 2 7 383 3 3846 317 347 359370 360 410 1 335 410 2 410 0 335 375 425 411 401 440 450 430 420 3939 3945 441 451 431 391 3964 396 2 3960 3956 358 372 386 355 365 345 398 410 385 377 40 2 2 40 1 0 375 361 347 319 570 20 3 1 771 761 731 582580581- 587 209 5 207 5 20 8 5 206 5 20 5 5 20 4 5 637-645 20 4 0 - 2 0 4 6 206 0 206 4 209 0 - 2 0 9 6 21 3 5 21 3 9 210 1 - 21 2 3 200 0 20 2 0 203 0 207 0 - 2 0 7 6 205 0 205 4 20 8 0 - 209 6 21 7 8 21 7 2 74 84 86 3688 35 3 5 352 0 350 6 35 1 2 351 8 352 4 352 7 35 1 9 351 3 350 9 34 9 7 35 4 0 35 3 0 35 4 8 35 5 7 35 7 1 354 1 36 0 2 35 8 0 35 6 0 35 5 0 354 0 62 64 68 66 35 3 5 35 6 6 35 8 0 36 0 0 35 8 5 35 9 9 36 0 8 361 6 36 2 6 363 4 36 1 1 36 2 1 362 9 364 2 373 4 3738 383 9 3868 3851 3874 3853 3790 3820 38 2 6 38 3 2 383 8 3896 3814 3854 3868 3870 3852 3806 796 3839 3842 3833 38363827 38303817 3824 3806 3807 38183803 3840 3834 3828 3818 380837963790 3717 3725 3721 3737 342 352 333 362 372 388 5 389 5 540 390 1 390 7 39333934 3938 3942 3946 3948 504 496 490 482 3912520513 521 501 495 485 484 500 510 520 470 395 0 390 2 505 3924 393 0 394 0 3918 388 5 216 6 216 0 21 5 0 214 0 586 580 217 0 214 5 21 1 1 575 213 0 212 0 21 5 2 - 216 6 615 707703 739 757 224 1 22 5 5 22 6 0 228 0 223 9 230 0 21 3 9 21 3 3 225 2 225 4 715- 727 21 7 8 634- 642664 217 5 217 921 4 5 - 21 5 3 221 1 365 2 366 8 365 7364 7363 9 36 1 8 36 0 6 7270 35 4 7 35 5 9 360 9 36 0 1 361 7 36 2 5 363 3 35 7 1 35 8 3 35 9 7 214 170 211 177 174 160 169 118126 220 3783 3785 3787 370 5 3703 3701 229 243242 228 257 271 256 272 38 3 8 3733 3729 370 4 372 2 372 4 373 0 372 0 371 6 371 2 370 8 3873 3866 38 8 6 3857 3863 38693849 3850 3844 3843 38 9 3 38 8 7 3838 3837 3832 3831 3826 3825 3820 3819 3814 3813 3811 3851 3839 3833 3827 3821 3815 38 6 3 3875 3890 3870 388 7 388 9 389 1 389 3 389 5 701 703 389 7 705707709 713 711 717 719 721386 5 3917391 3 3921 3929 3925 40 6 0 404 6 377 363360 374 40 0 0 3900 392 0 3922 396 8 394 2 394 369 353 41 0 7 348 360 417 2384412 4 4366 4362 436 0 435 8 435 4 435 0 4376 4380 4384 439 4 4388 435 2 4350 4348 151 375 365 370 420 5 41 6 1 417 5 385 0 382 6 383 9 38 5 1254 226 383 6 384 8 38 3 5 38 4 5 38 5 5286 386 2 3874 386 3 3865 3875 3885 3886 3895 3898 384 8 385 6 386 4 387 2 38 8 0 388 8 389 6 3902 3918 388 1 393 5 3931 3910 3926 296 330 344 316 359 345 331 317 303 3709 890 36 4 9 36 5 7 366 5 367 1 36 7 7 368 3 36 8 9 903 909 36 4 2 365 0 36 4 7 36 3 9 36 6 6 36 7 4 36 5 8 365 5 366 3 36 8 6 3671 8813679 860 852 868 3672 887 3694 875 869 925 822 826 830 834 3713 844 840 3705 3782 3786 851 865 413 6 414 8 418 4 416 0 415 9 417 1 418 3 42 1 1 419 5 48 6 488 481 465 482 490 439 451 423 1 381 368 384 396 395 383 371 48 5 47 9 473467461 431 425 419 413 407 452 454 456 438 424 418 412 413 5 381 290 300 340 350 360 370371 361 351 341 331 419 3 291 440 448 450 456 460 421 431 441 451 464 468 474 417 4 416 4 415 4 414 4 422 471 461 421 1 491 284 294 334 344 354 413 9 413 3 417 6 291 299 281 3934 3798 38 1 0 3796 38 3 0 3794 3792 3790 3788 3786 3784 3782 378 0 377 8 37 7 4 3781 37 8 5 3780 377 6377 2 3775 37 6 6 3793 3789 3787 3783 377 5 37 7 3 37 7 1 376 7 376 3375 93755 3732 3730 3728 372 6 372 4 37 2 2 372 0 867 3750 37 6 6 376 7 377 6 378 0 379 8 3797 3804 3788 3810 3805 3787377 7 3751 3757372 7 3758 908 902 3753 914 3742 376 937 5 9 375 5 3779 377 5 37 8 1 3783 3785 379 7 3801 3803 3807 3778 372 8 3780 3795 377 03775 3785 41 2 3 41 4 7 476 474464 462 46 0 478 458 437 44 3 449 491 495 419 0 41 8 0 417 0 41 6 0 520 415 2 412 0 39 9 1 408 1 407 3 406 1 40 8 0 40 8 8 40 7 2 406 4 405 6 404 4 40 4 9 40 5 7 404 1 40 2 8 402 0 40 2 5 41 6 6 415 4 414 4 252 272 282 292 253 273 283 293 333 332 342 352 362 415 5 363 353 280281 271 414 9 4127 343 359 365 375 383 393 427 9 428 3 428 7 4291 367 370 386 390 429 7 363 3718 381 5 295 299 310 298 294 284 377 9 3679 3687 37303694 364 1 364 9 365 7 366 5 367 3 368 1 3689 3703369 7 3724 3751 3743 3739 3735 3731 3727 372 3 3714 3712 3710 370 8 370 6 3733 37 1 9 3747 37 2 0 37 1 8 37 1 4 3825 203 0 20 4 0 206 0 209 8 21 0 0 21 2 0 21 5 0 21 7 0 21 9 0 21 9 6 22 0 0 221 6 22 3 0 225 0 228 222 7 4 22 7 0 23 0 0 230 8 231 6 22 5 0 222 5 22 1 5 1671 16511627 16701680 219 5 1575 202 0 200 0 208 1 20 4 71655 1545 20 1 5 20 5 7 20 6 5 40 3 3 40 0 1 400 9 401 7 39 9 9 398 9 397 9 398 8 401 2 40 0 0 39 9 4 39 8 2 40 0 5 40 1 3 402 5 403 7 725 717 40 6 1 404 9 40 7 3 711 745 741 737 39 6 9 39 0 9 625627 623 621 62 2 720 3951 714 721 715 709 396 1 731 3970 706 395 2 356 429 2 A - P 312 324 344 354 302 374 384 398 386 391 381 371 361 351 341 321 311 301 390 380 370 350 321 341 424 1 263 273 301 311 321 343 353 297 371 371 2 371 0 370 8 3706 3704 3702 3700 38 0 5 38 0 9 38 1 7 3795 371 9 3709 370 5371 1 37 1 5 3703 370 2 370037 0 4 3942 410 411 3969 3955 3945 38 6 5 387 3 350 340 336 332 384 5 311 330 3941 360 3951 3974 3966 3950 384 4 3954 21 2 1 21 0 3 214 7 166016501642 1610 215 0 21 4 4 214 0 1560 216 5 217 5 21 5 5 211 0 21 2 0 20 1 7 201 1 20 7 5 20 6 5 1506 1528 1540 214 9 213 7 212 5 21 1 1 204 5 20 3 5 205 5 215 0 21 4 0 210 0 20 9 0 207 0 20 4 0 1425 205 0 202 5 749710 704 723 727 729 725 3935 393 9 3943 3931 3964 390 1 744 750 756 762 768 769 763 757 751 738 739 745 726 732 733 727 737 743 759 753 728 740 744 779 722 716 73 3 41 2 3 413 3 281 29 1 167 317 41 6 1 279 275 159 163 260 426 1 42 5 5 424 7424 3423 9 4252 42 5 4 371370 421 4 422 0 42 3 0 42 4 4 425 0 425 6 438 465 478 475 468 3990 3998 458 444 387 428 368 390 418 408 379 371 363 355 347 383 7 3982 3835383 1 382 5 455 460 455 386 0 366 9 772 752 773 765 757 751 751 745731 739 759 755 758 766 21 0 9 212 4 135113411331 1361 20 1 0 204 9 20 3 9 205 6 205 0 20 4 0 1565 202 4 20 0 2 203 4 1555 1475 209 5 20 8 5 232 0233 8 23 5 0 23 7 0 23 9 0 1664 1648 1630 1612 234 4 234 5 233 1 23 2 1 23 2 6 232 8 23 2 0 23 0 3 23 1 0 22 8 6 228 4 227 5 23 8 9 22 6 4 225 6 411 8 41 3 4 41 2 6 41 5 4 639637 633 629631 620 624 626 628 630 634632 638636 642640 41 6 0 415 8 41 5 4 415 7 41474145 414 9 41 5 1 41 5 3 415 5 4148415 0 41 5 0 744 738 732 726 720 714 702 41 0 9 41 1 7 426 6 320 330 368 333 420 842 0 2 366 373 422 1 423 1 42 6 0 426 5 262 272 282 292 295 291 261 259 42 3 5 42 2 9 422 1 42 1 5 774 750 736 37 2 0 372 6 372 2 37 3 2 373 7 373 1 37 3 9 37 5 1 714 730 371 8 373 3371 7 365 5 759 751 777 781 765 718 743 746 748 351 0 348 7 34 9 5 35 0 7 35 1 1 353 0 352 0 801351 9 35 3 2 804 820 845 835 352 1 1611 1567 1551 1585 22 5 1 226 5 229 1 229 5 230 1 231 5 23 3 1 23 4 5 23 2 6 234 4 231 0 23 0 2 1550 1532 1590 1487 22 9 1 22 8 3 231 5 1531 1535 22 5 0 228 2 228 6 1510 229 5 23 2 0 23 4 0 1440 1410 238 5 234 1 233 9 23 2 5 232 1 23 1 1 41 2 5 410 3 41 1 3 411 0 410 2 708 749 707 713 725 731737 743 712718 726 708 704 700 409 9 409 6 25 0 1 417 1 41 8 5 399 385 101- 125 133 42 0 1 42 3 3 41 5 1 794 798 796 792 790 786 780 774 420 5 422 4 42 2 8 4232 4236 4240 4248 4246 4242 285 4222 275 265 255 4216 4212 4206 270 250 240 220 251 241 418 0231 419 5 41 8 7 418 3 417 3 416 9 416 3 35 1 5 352 7 829 350 2 352 0 351 6 787 783 784 780 788 358 0 35 8 4 774 777 791 756 764 760 358 2 358 3 821 350 8 740 383 2 385 2 387 2 38 7 1 3878 387 6 382 0 383 0 700 3809 381 5 384 0 382 5 387 9 386 2 711 715 721 21 5 0 21 4 0 213 5 219 5 14601450143614301420 21 6 5 1386 1467 22 4 9 226 1 226 0 225 4 22 5 5 22 2 0 223 1 1385 1375 1349 1325 1453 1435 1411 1360 214 1 21 4 9 21 7 0 224 013041314132421 5 0 214 9 212 5 212 1 20 6 8 20 6 2 207 4 768 762 756 750 775 774 779785 788 780 796 770 773 767 772 764 761 750 755 734 39 9 0 40174015 40 5 7 40 5 5 337327 40 8 0 40 7 4 40 6 2 40 3 0 40 2 0 50 1103 11231143 203 0202 0 102 110 161 153 129 137145 182 170 18 0 190 220 4018 4022 4026 230 240 4030 403 4 403 8 404 2 40 4 6 405 0 208 202 4025 4021 411 1 128 4293 225 231 239 245 251 3872 3866386 0 737 703 3888 389 0 390 0 3908390 4 741 38 3 1 385 1 375 0 735 378 6 737 378 4 749 725 378 5 377 9 37 6 3 374 4 37 5 8 37 4 0 373 0 755378 5 3897 788 780 776778 774 770 758760 38 0 5 38 2 5 383 7 3845 3853 748 381 6 744 20 8 0 21 0 0 211 0 21 2 0 213 0 21 4 0 218 5 213 0 21 4 0 1200 1220 1256 215 1 21 3 1 206 5 21 3 3 21 3 5 1348 12401236 1296 1266 235 723 2 1 23 1 1 230 1 22 9 5 228 5 225 7 1289 224 11263 233 0 23 4 0 23 5 0 236 0 431 1321 212 0 212 8 205 1 20 8 8 208 4 208 0 207 6 20 6 8 20 5 0 1281 1263 1247 1229 1215 201 9 1153 1183 20 3 5 20 5 1 205 7 20 6 3 20 6 9 207 5 20 8 1 209 1 208 4 206 6 206 0 204 8 204 4 207 8 212 0 211 0 215 3 213 5 21 1 5 210 9 21 3 1 21 0 0 210 6 15 1 16918 1193 150 115 124 127 119 109 110 122 142 130 15216 0168 17818 6 233 225 185173 18 3 201 193 241 217 209 394 1 39 4 5 103 241 231 251 224 234 165 221 271 281 291 244 3877 717 711 752 391 5 746 762 764 3992 760 766 399 7 3998 3912 3923 3919 728 716 390 3 390 7 391 1 722 3927 740 778 784 392 4 3916 393 0392 8 3974 3980 3986 772 770 3985 3979 3973 3934 394 0 3946 763 757 1311 22 7 1 22 5 0 226 0 22 8 0 23 0 0 23 1 0 23 2 5 232 6 234 4 234 5 234 1 1360 239 0 1330 234 1 23 4 9 22 6 2 226 0 23 0 7 1211 1235 1251 224 6 229 6 229 8 23 1 7 229 7 229 1 226 5 226 3 22 5 1 22 6 8 228 4 22 5 4 1169 120 115 660 105 113 21 3 0 21 3 6 214 0 215 5 1180 1152 1142 21 5 0 21 4 0 10821080107610721062 21 2 5 211 5 21 0 5210 1 1154- 1174 925 963 943947937 202 1 203 0 20 6 0 207 6 208 0 20 9 0 210 2 209 4 209 2 20 9 0 206 0 20 5 020 2 0 1015 16 4 225 235 245 226 234 242 216 252 262 272 288 261 251 303 280 270 4014250 260 34 32 30 28 26 24 37 0 1 370 7 37 1 5 3723 14 16 18 20 22 3731 3737 12 371 0 371 8 372 4 3723 371 9 412 6 7513991 394 5 3939 787 3955 3961 795 3951 3943 3949 3948 3940 3921 3927 83 0 792 786 84 9 80 1 81 1 731 743 751 759 765 771 779 785 3895 389 1 3887 3889 3883 388 5 3877 3871 3863 38653894 3892 121 131 169 181 187 150142140136128 122 10 2 100 21 2 684204 10 4 21 6 21 2 211201 13 3 20 0 12 5710 730 130 120744 750 101109 612 622 758 770 798 320 328 336 348 771 311 20 3 5 20 6 7 207 5207 9 20 8 5 20 5 3 20 6 3 207 3 208 3 20 5 0 205 2 204 1 - 204 9 1021 941 961 981 22 5 1 22 5 0 221 9 1067 1045 225 0 22 7 2 227 4 22 9 0 229 4 225 5 22 8 5 22 9 5 22 9 7 230 1 231 0 23 0 3 222 21111 1135 1145 1052 1032 411 8 254 274 415 9 415 3 41 4 7 413 7 413 5 411 1 41 1 3 411 5 411 7 411 9 412 1 412 3 412 5 41 2 7 412 9 413 3 413 1 46 44 42 40 38 36 3669 3665 366 1 36 5 7 36 5 3 3645 3641 3637 3633 87 93 9 11 15 17 21 3890 387 8 3888 3874 3876 3872 3856 3866 386 4 3860 382 7 3861 3869 3879 3881 387 2 3885 3879 791 795 3896 3880 3855 3886 3857 3859 3861 3890 790 796 3931 3925 3919 3907 3913 823 3901 811 805 817 804 812 3936 27 6 7 275 7 273 7 272 7 271 7 400 405 528 523 387389386390 392396 384 38 2380 3495 4145 4167 270 0 168 32 0 1 32 5 1 865857 330 3 330 5 3307 302 324 701-749 33 4 5 33 3 5 332 5 331 5 986 988 990 992 3517 3525 3531 3520 3530 354 3 3509 35 8 0 357 9 356 8 356 3 35 4 7 352 4 353 5 350 0 350 5 881 877 865 863 879 868 856 851 844 838 35 3 9 885 877 3499 3493 3481 353 8 34 6 0 916 949 941 933 925 946 106 9 108 1 107 5 1047 1063 1045 108 6 1031 1037 1041 1039 2495 24 9 6 2641 10 9 0 246 7 247 9 1087 10 8 1 108 3 220 0 230 0 96 2 96 6 970 974 978 2882 927 932 940 933 945 948 95 1 950 400 7 400 9 380 1 1032 392 1 1015 1023 394 1 1010 1020 1029 413 4 1052 1054 10561058 1047 1049 3977 397 5 974 953 951 949 947 96 1 904906 908 914918 930 94295097098041 0 0 248 - 288 751- 799 200 - 216 249 - 289 526530534538 546 3510 853 1066 346 9 3436 344 4 3440 34 6 5 33 9 5 340 5 34 1 5 34 2 5 343 5 344 5 34 5 5 34 9 2 349 8 34 8 8 348 2 347 0 347 6 346 4 3452 3446 3440 3428 3434 3422 347 5 348 1 348 7 3433 3427 3384 3390 3378 3372 3480 3427 344 8 3458 3468 3476 957 965 971 979 973 993 983 96 2 95 8957 963 969 910 914 924 930 936 292 4 294 4 291 4 916 968 1082 1088 10961092 270 7 27 4 3 271 9 273 1 1032 1038 1044 1050 1056 27 4 2 273 0 276 8 910 906 275 4 951 905 955 10 0 1 408 3 408 5 403 9 404 3 404 5 406 1 406 7 407 5 404 7 404 9 41 4 0 414 4 41 3 8 91 0 637645 708 21 3 1 132 14 4 152 147 275 220 246 250 260 166162130 12 9 160 346 350 38 0 345 331 550 554558 56 2561557553 549545541537533529 410 1 41 0 5 411 7412 1 41 2 5 41 2 6 41 1 0 801-849 201 - 217 248 - 288 34 9 1 3432 3428 3422 3407 3454 3450 3421 3415 3439 3451 3445 3490 3475 3469 3421 359 1 359 9 360 3 361 1 36 2 5 361 7 363 3 364 1 359 6 360 2 36 1 0 361 8 880 935 10 9 6 10 8 6106 8 3784 3776 107 0 1052 3481 3469 3473 3477 959 99 7 901 963 993 1098 10 9 5 10211075 10 7 1 1049 10 1 2 10 1 6 275 5 10 6 2 1072 1076 28 0 9 276 7 279 1 277 9 99 8 279 2 280 8 994 28 2 6 990 986 2842 2862 29 6 4 302 4 30 3 2 30 4 0 304 8 30 5 6 306 4 29 7 9 296 3 294 7 966 960 297 2 119 125300 310 320 154 116112 180 - 180A 309-321 340 374 219 21 9 235 24 5 254252250 151 159 203 215 22 1 313-317318 22 0 - 224 23 8 319- 323 311-317 339 851- 899 200 - 216 249 - 269901-949 201 - 217 3493 3489 3485 3458 3469 3477 3463 3455 3452 3448 3491 3483 3466 3470 3474 3478 3482 358 3 1060 1000 1007 375 0 3780 3788 102 0 10 4 0 103 6 10 5 0 1015 10 8 5 106 9 1051 1041 1057 1059 1053 103 5 102 5 3449 3453 3457 3461 3465 29 5 0 296 5 294 5 292 5 957 965956 946 978 1013 1023 309 5 937 941 951 961 971 309 4 310 2 960 292 8 29 7 0 296 0 991988 982 985 981 975 299 3 1003 1001297 5 29 6 5 301 6 29 3 1968 302 3 303 9 30 6 8305 2 30 2 0 303 6 327- 335 39 0 19 7185177 480 12 0 436 451 426 422 429 437 121 187 - 19 7 309167 - 16 9 165 135143149155 302310314320 161 171 101 115 110 354 344 334 364 16 0 - 164 134 951- 999 200 - 216 249 - 2891001- 1049 201 - 217 248 - 288 351 2 352 0 353 0 1005 1003 330 4 3310 337 5 33 6 5 335 5 3315 3334 3328 3322 3316 3331 3343 3321 3340 3330 3320 3311 3310 330 3 3395338 5 339 6 339 0 3410 3416 336 0 3350 339 1 340 6 3340 334 1 34 0 3 320 9 321 9 322 9 324 9 325 9 301 7 302 9 304 1 305 3 306 5 307 7 3084 3089 307 1 1010 1020 1030 990 978 316 0 313 6312 4 311 21044 1032 311 3 310 7 1088 1066 31 1 3 312 5 313 7 3149 316 1 316 8315 2314 4 313 6312 8 311 2 312 0 3148 3155 311 9 318 9 318 1317 3316 5 150 181 17 9 500 1824 1788 1812 1766 17421736 1704 1700 1618 1300 1610 1560 1520 1540 1470 1510 1400 1450 1380 1180 1140 1150 1160 1170 1120 1130 328 1 238 0 891 43654363 4351 87 4 880 657-665 450 19 5 5 19 6 3 19 2 1 549 550 20 9 8200 0 207 1 - 2 0 7 3 204 5 20 3 3 201 1 200 1 208 0 20 8 6 546 420-428 430-434 156 0155 0154 0152 0 153 0151 0 151 2 1502 251 159 0 157 0155 6 154 4 153 5152 3152 1 153 4 150 9 326 9 327 9 328 9 327 4 1077 1099 1055 1033 101132 8 1 3265 325 0 325 8324 2 32 3 4 326 6 324 9 3257 996 994 998 3333 3327 3321 1008 1018 1028 1038 3339 3345 3351 3357 33611048 3358 3346 337 0 33 7 6 336 4 337 1 1058 1068 31 5 7 31 4 9 314 1 313 3 312 5311 7 109 3 1083 310 931 0 1 1073 1063 1053 1043 1033 1034-1036 104 0 104 2 104 4 104 6 104 8 10 5 0 105 2 105 4 1056105810601062 106 41066106810701072107410761078 10 1 4 101 0 1031 10051083 1079 1073 1047 43 1 1 430 9 4337 4343 4341 43394331 4333 43 3 5 4303 431 5431 3 870 860 850 843 847 851 877 885 87 0 866 860 880 87 6 87 8 4327 870 880 84 0830 84 6 85 0 854 820 81 0 428 9 4285 4174 41 7 2 4178 152 5151 5 160 2 160 1 161 1 162 1 161 0 162 0 163 0 163 8 164 1 163 5 165 5 164 6 153 1 156 3 155 7155 1154 1 101 205 211215 1412 1618 2426 150 8 150 6 150 4 150 2 15 1 4 15 1 2 151 0 151 130 32336 50 331 339 54 336 3 3429 3441 3437 3433 342 5 3449 34443435 342 2 3441 3440 3436 341 8 341 4 34 2 7 341 3 34 2 1 341 0340 6 3466 341 8 3452 346 0 380 3 340934 0 7 3415 342 4 3440 350 0 342 1 341 7341 3 340 9340 5 340 1 339 3 338 7 338 1337 3 337 1336 7 1026 102 2 1052105 6 1046 1042 1036 1032 102 4 1020 10 6 4 106 0 1070 1074 1084 1080 1090 1094 287 3285 7284 1 2963 2955 29 6 0 295 6 290 5 288 9 1031-1045 1030 1040 1034 1050 1044 10 5 4 1011297 8 297 2 296 8 290 1 2903 290 7 2905 290 9 291 1 4180 695 345 302 350 153 3 150 8 152 4 141 5 62 255- 2252022 25 50 166 5 311 345 164 5 164 8 164 0 163 5162 5 162 0 163 0 164 1 166 6165 6 165 1 164 6 163 3162 1 163 6 161 1 220 260 161 6 162 6 165 4 214 230 238 1757 336 5 340 0 339 0 33 8 2 33 8 1 339 1 340 5 343 0 340 0335 0 1290 26 7 5 925 30 7 5 263 1 1117 1450 1454 26 2 6 255 0 1500 1530 1520 31 0 0 314 0 313 0 319 0 318 0 30 0 0 240 0 23 2 1 23 2 3 1160 1140113023 4 0 291 3 291 5 291 7 291 9 285 0 1125- 1139 107 1 107 3 107 5 107 7 107 9 1062 1068 1074108 7 1095 1069 1067 1065 1049 1093 2450 2225 24582456 2454 2464 2462 1171 1177 1183 1089 2100 280 0 1066 2666 109 1 109 3 10 7 2 10 9 4 1763 1769 1775 1751 1743 1737 1731 306 300 179 5 170 5 129 137 153 143 17221720168 1 169 1 1700 222 163 190 18 3 0 318 310 326186 178 172 334 354164 158 150 142 360 120 230 4 1120235 0 1058 232 1 233 1 234 1 235 1 1244123012161202 950 26 2 5 262 7 24 7 5 835 861 875 352 0 31 2 8 35 1 0 760 764 770 823800 820 830 840 850 835 850855 856 862871 878 257 0 258 6 1139 1145 1151 1163 1157 2468 24602466 2595 2585 2525 2483 2600 2370 2575 26562650 2465 2471 2479 1730 1700 248 0 245 0 2275 1717 1755 250 0 1800 1850 1840 1820 1810 244 5 245 5 1731 250 1 188 5 41041642818 6 2 - 18 5 0 409 419 395 396 375 385 384 374 333 345 351 359 325 19 8 0 441-447 169 0 166 5 1781 1789 1795 350 330 320 1805 1815 1825400 420 430 1851 1863 1871 450 440 860 876 890 880 882 884 886 15815 2173183 100 110 114116 118 101-113 119-131 115117 414 8 41 6 0 176 193 185 16 4 170 4214 4220 4226 138 154 4282 4253 42 2 9 422 1 137 145 247 8247 0 246 8 246 0 245 0244 8 243 8 345 0 3460 1050 1070 3500 3475 3420 3410 3412 3408 1701 317 0 1899 1801 3400 979 3221 925 32 0 0 32 4 0 326 0 31 7 2 31 7 6 31 8 0 3330 3340 995 3507 3505 39 0 7 39 0 5 3903 749 751 753755 757 759 761 763765767 769 771 773 41 0 2 - 41 1 2 4174 412 2 - 4 1 3 2 41 4 2 - 4 1 5 2 41 6 2 - 41 7 0 564 562 531-541 1883 1895460 18 1 0 1874 1866 1850 1834 270 2901824 153 0 150 3 15 5 0 152 1 15 6 0 158 8 155 5154 5 154 0 155 0 156 0 156 8 156 5 155 5 154 5 15 3 5 15 2 7 15 2 1 152 8 155 0 157 1 155 7 153 0 154 3 161 5 350 300 161 0 333 158 5 15 1 5 153 161 169 177 42374245 424 3 426 5 420 5 42 3 2 - 425 0 130 193 201 207 219 235 222237 40 4 3 404 5 405 1 405 5 407 3 236 250 4077 4081 4085 4089 4082 4078 4074 4070 405 8 40 6 6 40 5 4 241 247 182188 41 3 6 412 4 3503 954 975 973 1651 31 5 5 31 4 5 316 5 3350 1501 91 2 918 922 935 945 969 959 970 980 999 960 950 940 957 951 928 930 940 955 953 941 600 73 0 75 0 770 1000 801 551- 561 41 3 1 - 41 4 1 542-550 531-539 532 410 430 470 473 480 407417427437457450 475477483487 456 759 24 2 1 24 4 1 15 2 0 151 2 96 151 1 151 9 152 7 105 111 14 4 5 119 135 112 102 127 129 173 5 172 5104 120 159 9 159 5 15 9 1 158 5 157 5 15 9 1 15 9 5 15 8 4 157 6 551 563 160 1 161 3 162 1 16 2 9 163 7 164 5 165 4 168 0 166 1 165 1 410 8 410 7 412 3 417 7 415 9 414 7 413 5 410 4 4094 4090 4086 281 253 318 4130306 288 4140 272 4150256 4120 416 0 196 182 42 7 4 42 8 8 429 0 424 0 42 8 9 235 420 5 425 7 419 1 4290 4298 426 1 428 3 42 9 5 4170 263 288 777 395 22 2 148 171 42 1 130 312 318 324 31 7 30 1 186 192 32 3 32 9 151 32 5 329 33 4 131129 301 235 258 212 163 115 291 131 141 150 201 207 164 20 2 31 4 8 315 0 315 2 315 831 6 0316 2 31 6 6 316 8 31 7 0 31 7 2 317 4 406 223-239 48 2 48 6 49 0 433 8 707 165 0 165 2 164 8 16 4 1 163 1 162 1 16 1 1 560 160 1 162 4 162 8 163 2 165 5164 5 164 6 16 5 2 163 8 163 7162 3 161 9 450 400 163 0 162 0 167 1 16 8 1 105 159 0 159 4 215 152 0 153 6 156 4 155 0150 140 15 7 0 159 151 141 136 181 127 119 276 295 285 275 265 264 252 4180 4190 271 287 411 5 412 3 337 320 336 425 7 427 7 325304 361 355 358 379 367 42 3 2 42 3 0 382 370 421 7 42 3 7 369 352 4155 4159 41 8 3 4179 416 0 88 9 890 4270 4290 158 180 165 143 125 149 150 17 0 17 2 16516716917 1 101 - 119 121 123 23 5 25 1 249 25 2 247 244250 177220 26 1 251- 257 245231 22 5 213205 170 172206 425 6 - 42 7 2 163159155151147143139 131127123119115111107 155 5 109 152 5 15 5 1 15 4 9 200 161 0 186 166 154 16 2 8 163 6 151 111 131 143 16 3 5 110 102 144 138134 157 3 15 6 3 154 7 153 9 135 133 120 128 112-120 130126 16 4 5 119-123 125127 894 880 336 0 42 4 2 42 4 4 940 4150 4160 4170 4151 4155 41 8 4 418 2 4165 4148 4146 880 4110 4103 845 411 1 4121 890 900 910 905 875 895 410 1 410 0 4130 4137 4127 4180 4188 4194 42 4 3 4158 4135 4141 4156 40 0 9 400 5 40 0 1 4166 4129 23 4 24 0 183 25 1 270 241- 247 215 - 23 7 21 0 - 216 18 0 2 519 525 531 19 4 1 1939 1921 18 7 3 18 6 3185 3184 3 183 3 182 318 1 3 18 0 3 17 9 5 17 6 1 52 5 509 515 527 181 2 182 2 183 2 529 184 2 527 17 4 1 905 911 - 9 1 7 907 104106108110 112 116 118120122124126 106108112 120122124126128 104 188190 25 1 - 293 202 337 0 87 8 86 8 866 859871 355 1355 0 3540 333 0 333 6 334 2 334 8 33 5 4 336 3 335 7 33 4 9 334 1 336 9 33 7 5 33 4 9 3355 33 6 0 3366 3458 33 8 5 846 850 854 858 862 864 829 841 835 32 3 6 3248 967 959 983 3249 324 4 3269 4131 428 4 857 87 1 87 7 865 883 88 8 870 868 428 0 4228 4224 86 5 4225 80 2 810 42 4 9 42 4 7 4231 4237 42394229 816 4230 42 5 1 42 4 5 42 4 6 42 5 0 42 5 2 42 5 6 42 6 4 4243 835 41584156 4168 417 0 4160 4170 4190 4192 4186 17 2 1 17 0 1 16 9 9 16 8 7 16 7 3 532 526 520 17 9 0 17 2 6 513 514 508 507 151 20 2 3 202 7 2047 1900 1888 1880 1870 1860 194 719 4 5 1875 2000 241 5 241 7 242 5 87 0 86 0 84 4 999 990 401 9 403 5 991 981 977 969 206208 210212216220 100 8 1280 172 8 41 7 6 332 26 5 8 541 200 906 24 8 0 2995 3958 163 6 685 29 1 7 11 5 9 3388 877 326 2 852 41 9 8 41 9 5 36 0 372 1 352 0 409 4 25 27 5 6 3958 398 1 280 1 518 516 322 4 316 7 3198 320 2 3173 3192 3179 319 1 319 7 32 0 1 975 33 4 0 333 1 333 0 332 5 332 0 33 1 9 331 0330 0 984 32 6 4 32 8 4 3272 991 999 3241 318 4 317 6 321 7 3225 3210 32 2 6 3273 3233 3309 3301 336 0 337 0 33 5 0 333 7 3387 4180 4182 4175 4179 4183 84 9 4202 4214 4216 4207 4217 822 828834 83 8 4169 84 0 85 0 730 724 4015 4170 958954950 925 929 909 947 914 918 27 1 8 27 0 8 1002 1008 1020 1026 1027 287 9 909 915 921 924 403 2 403 0 402 4 402 2 960 940 936 930 920 916 892 890 882 939943 935 927 923 919 911 355 228 205 1 25 8 0 1903 92 1 845 855 885883895897 925 937 935 515 517 27 2 3 500 275 234 9 81 0 82 0 83 0 850 860 53 9 201 797 876 126 551 950 900 850 700 600 120-124 411 6 527 281 1350 270 8 271 8 272 8 273 8 275 8 277 8 27 8 7 27 7 7 500 694 743745 507 561 706 536 400 353 6 324 15 5 9 898 3373 3375 1047-1061 1063- 1075 920 922924 548 951 649 979 423 778 473475 22 6 4 668 90 1 30 5 -31 3 2508 580 410 0 195 690 11 0 3 507 157 214 9 26 5 5122 858860862866 50 6 247 2 867865863861859857 882880 876874872870 883 879877875873871 896894892 1077-1091 1095- 1107 1109- 1123 1143- 1151 202 9 480 475 737 205 1 27 0 0 361 306 274 0 26 2 5 26 3 5 264 5 265 5 1001 951 950952 945 664 305 1 - 3 0 6 1 550-560 572-592 890888886884 80 1 80280 3 80480580680 7 80 8 80 9 810812814816818820822824826 811813 815817819 823825827 835834 832831830829828 895893891889887 630 412 8 620 630 711 1661 27 6 4 - 2 7 6 8 233 1 525 261 360 200 660 339 0 1510 154 7 280-290 250 3 250 5 3509 150 162164 24 5 3 390 250 4 222 7 245 2 245 4 245 8 246 2 247 6 1808 1886 441 1060 800 23 8 5 305 1 - 305 9286 7 286 9 277 7 194 7 19 4 9 19 5 7 195 9 322 5321 5 320 9 31 2 7 313 5 314 1 344 1 344 3 83 783 883 984 0 84 184 284 384 484 584 684 784 884 985 085 185 2 85 485 5 460 356 9 119121 269 0 1105 3199 105 7 107 3 52 6 664 20 8 3 - 2 0 9 1 21 0 1 447499 142 132 660 50 0 1189 30 0 318320322 445 3440 1850 145 1 1276 700 1180- 1198 1110-11221150-1178 1100-1128 1050-1098 10 1 - 149 424 5 418 1394 3 423 205 2 21 3 7 21 3 2 225 3 - 22 6 9 22 8 9 229 1 486 22 5 5 22 5 9 22 5 7 405 930 120 20 6 0 149 32 7469 469 2800 540 821 500 36 3 0 370 0 299 9 319 4 301 261 263 419 9 2452 348 3 430 1 222 1 33 4 8 32 0 1 380 1 40 0 3 1599 216 0 154 22 3 1 34 6 8 348 8 3388 100 - 116 951- 999 101 - 117 901-949 900- 948151 - 167 950- 998150 - 166 164 7 - 1 6 5 1 165 7 - 1 6 6 3 12 4 9 125 1123 7 123 912 4 1 124 3 20 3 5 233 5 216 4 21 1 33 1 244 1 233 3 396 9 228 7 231 5 201 30 3 40 1 403 120 1 120 3 149 7 254 401 1105 91 40 305 1 317319 708 19 8 101 470 31 6 0 279 0 27 9 8 34 6 0 1725 1002 778 3775 591 150 819 290292 1051- 1099 200 - 216 249 - 289 1101- 1149 476 1151- 1199 276 51 6 698 161159157777 132 127 180 528 120 247 372 270 6 524 548550 610 152 728 40 7 7 370 345 715269 5 336 4216 422 0 4224 4228 423 2 423 6 424 0 424 4 4248 425 2 4256 901 65 8 2550 397 1 3997 3995 312 0 37 7 6 1250 379 1 373 5 371 5 271 429 352354 132 118 422 644 252 61 1 320322 346 247 3 245 7 277 1 323 450 479 128 470 471 484 870 575 1102 25 7 5 267 0 25 0 1 270 5 370 248 4 268 7 130 23 3 1 349 0 301 1 37 1 7 37 5 6 37 5 5 11341133 1120 1119 37 1 8 937 11 5 2 3903 35 3 3 35 3 5 37 0 0 1101 20 8 0 405 550 120 1 - 124 9 125 1 - 129 9 100 - 148 850- 898 227 27 29 650 365369 20 0 39 8 539 115 399 3 820 321 20 0 928 965 1000 140 299 9 350 808 915 226 1 243 7 461 3900 477 435433 21 2 0 390 4 334 10 1 8 244 0 14 4 6 11 4 8 115 206 4 440421412422 408 559555 24 1 8 - 246 0 21 7 1 367 75 99 208 11 2 0 223 8 458 106 1 73 0 729 737 166 763 426 362 0 43 0 12 5 1 426 1 424 7 400 110 7725 1072 3895 114 6 287 0 795 38 6 4 3997 595 705 609 2465 1129 405 0 88 1 885887889 89 1 89 3 150 - 166 800-848 900- 928 908- 978 980-998 483 11 8 9 18 6 5 189 5 22 0 8 289 1 677 595 591 583579575567563 232 4 121 945 926 101 2 421 24 3 1 218 286 0 255 206 225 10 3 2 373375 153 103 5 103 7 128 1098 481 935933 932- 936 931 935933 931 932- 936 3800- 3812 3814- 3818 300 208 140 1055 298 75 6 - 760 94 0 534 104 544546 182 18 8 1 261 324 23 9 5 743 745 74 7 133 0 937 201 1900 311 718 278 11791178 317 8 1167 1132 328 5 3299 350 3 35 0 2 560 566 570 576 586 3398A 571 788 37 7 5 848 55 0 55 2 556 560 56 2 56 6 57 0 346 5 91 8 90 3 903 A 41 0 9 411 3 411 8 41 1 4 930 960 412 44 0 483A - F 75 1 745 120 7 132 7 37 1 6 - 37 2 4 37 2 7 - 37 3 5 37 3 2 - 37 4 0 37 1 7 - 37 3 1 37 0 0 - 37 1 4 37 0 1 - 37 1 5 1001- 1007 935933931 932934936 426 0 84 0 420 2 4206 549 239 0 10 0 0 390 359 0 454-458 11 2 2 21 1 213 229 2 148150 70 4 70 6 537543539 830 811 630 632 151 160 257 433-457 547 646 648 37 4 6 937 34 9 899 363 21 4 7 21 4 9 215 541 21 3 7 828 389 6 387 2 740 459 1190 113 0 210 72 7 73 3 328 330 345 214 918 878 218 800 13 0 5 4192 4160 620 758 4260 536 542 625 755 2560 114 6 357 35 0 6 417 114 8 41 9 630 441 441A 230 421 0 421 4 421 8 422 2 422 6 423 0 423 2 423 6 424 0 424 44206 4208 4218 4228 423 8 424 8 4211 424 5 424 9 423 9 446 43 8 432 447 44143 5 409 405 401 426 402 406 410 414 420 407 413 419 425431 408 414 899 829 825 749 697 239 4 457 351 239 2 501 664 1151 1280 1113 999 1199 775 130 205 37 2 8 475477 485487 556 690 430 7 149 1032 135 691 1641 1299 1551 363 3 610 539 24 1 2 1059 430 5 380 4 164 1100 41 9 2 1200 1250 864868 41 0 2 30230630 8 31 2 316 301303305 30 7309 41 4 9 1804 593 325 182 0 301 2 251 380 1 740 742 567 436 9 775 852 807 829 80 1 818 - 8 2 4 424 430 832 A 8 3 2 842 A 8 4 2 862 A 8 6 2 872 A 8 7 2 351A 351 420 428 439 447455 421 395 8 426 0 426 4 419 3 417 246 8 246 0 922 31 1 1 31 1 3 31 1 5 311 7 311 9 730732 736 167 41 8 0 944 739 333 5 299 5 4201 580 260 290 1 230 0 84 0 336 0 273275277279 34 9 1 350 0 36 0 9 36 2 8 508 37 3 1 38 0 3 380 1 382 4 399 8 391 1 393 3 412 9 411 2 41 5 7 404 4 44 0 726 755 32 1 5 327 5 332 7 33 9 9 920 20 6 2 691 755 67 390 8 39 4 6 355A 355 359A 359 363A 363 367A 367 431 7 431 9 432 9 433 7 434 5 436 1 43 7 5 43 8 1 320 1 237 0 425 911 94 3 951 918 940 94 4 271 241 301 319 919 A 919 935 949 928 93 6 940 - 9 4 6 353 264 367 361 310 650 21 4 5 107 6 107 8 278 3 275 642 276 370 391 250 350 450 258 5 413 351 451 55 1 375 530 643 415 103 1715 12 70 0 117 5 784 95 55 834 147 802 23 3 5 99 89 87 22 3 0 399 9 419 8 23 4 6 396 2 396 6 39 7 0 395 0 415 6 415 2 650 428 0 747 940 1007 1055 27 7 0 27 6 2 282 5 404 1 401 1 401 521 29 6 5 310 0 484 480 41 0 6 355 40 6 0 491 520 41 1 1 321 84 7 92 7 124 10 0 5 101 0 102 0 390 1 398 0 1891 1881 1841 423425 457-467 469-471 454 73 3 - 7 4 3 4230 4161 73 4 - 7 4 0 72 4 - 7 3 2 14 2 4 103 999 85 734 494 497 71 5 1181118311851189 1199 118011821186 118811901192 1198 329 8 329 2 329 0 328 8 32 8 2 328 0 327 8327 2 31 9 8 319 2 319 0318 8 318 2 318 0 317 8 1111 1113 1115 1119 1100 1102 1106 1110 879 3201 34 9 0 37 7 1 37 7 3 33 6 0 33 3 5 220 1901 642 601 1699 17021700 4203 103 201 39 6 7 250 950 24 2 5 1598 1300 1370 673 14 0 7 895 312 651 44 3 44 5 447 226 0 415 425 410 0 410 2 716 39 8 93 6 915 917 326 6 292 5 129 92 0 949 943941 13 5 8 71 5 194 0 163 5 11 1 2 955 743 318 0 318 2 318 6 318 8 319 0 319 2 319 8 11121116111811201122112611281130 11511153 11551159 1150 1152 1156 1158 11601161 11631165 328 0 328 2 328 6 328 8 318 1 318 9 328 1 328 9 329 1 11 0 1 11211123112511271129 24 8 5 99 8 21 9 6 411 2 381 5 382 5 424 6 262 326 8 36 1 5 362 5 285 8 42 4 0 424 2 424 6 424 8 42 5 0 425 2 425 6 425 8 42 6 0 408410412 416 420422 402406403 407409411415 419421 602 4287 95 435 7 367 2 260 6 398 44 5 94 1 31 5 0 31 6 0 3210 524 281 7 54 8 324 41 9 6 776 341 2 620 328 545547549 4294 A - P 590 425 529 531 23 3 4 135 577 410 6 900 405 1 1130 1128 1126 112 4 112 2 37 5 1 37 4 9 37 4 7 37 4 5 37 4 3 37 4 1 37 0 2 37 0 4 37 0 6 37 0 8 371 0 37 1 2 37 1 4 37 2 0 37 2 2 37 2 4 37 2 6 37 2 8 37 3 0 37 3 2 37 1 9 37 2 1 37 2 3 37 2 5 37 2 7 37 2 9 37 3 1 375 8 37 6 0 37 6 2 37 6 4 37 6 6 37 6 8 37 7 0 37 5 7 37 5 9 37 6 1 37 6 3 376 537 6 7 408410412416 418420422426 408410412416418420422 42 4 1 424 3 424 5 105 4135 348 5 410 0 795 475 311 1155 850 295 159 2 159 1 899 218 64 0 - 6 4 6 1985 19 0 5 1890 447 679 650 21 0 1 19 2 5 333 3 827 31 3 5 315 5 3175 85 77 7 1082 324 1 999 1001 565585595 31 8 3 37 3 7 211 90 4 272 1 3850 315 37 6 9 11361138114011421144 901 1135 1137113911411143 38 0 0 1104110611081110111211141116 1103110511071109111111131115 560564568572576580584588592594 906908 910912914 918 419 39 0 5 73 2 743 3409 856 3421 3423 869 3901 83 6 1157 38 1 378 644 85 3 901 317 8 2222 50 0 428 5 637 146 217 926 720 3413 3411 662 844 317 0 611 724 313 4 895 839 67 354 840 870 445 114 4 943 97 9 355 933 525 80 981 90 3 2448 764 926 956 951 257 9 247 5 1074 231 971 939 220 2 985 1013 538 961 33 8 0 34 0 8 1031 22 0 1 19 1 9 18 8 0 18 7 9 342 7 233 5 230 2 43 352 31 9 0 301 20 6 0 23 5 1 23 2 9 235 0 890 865 143154 2148 210 4 20 1 5 391 340 239 6 249 161 175 6 240 243 9 239 5 21 7 2 818 249 7 21 5 1 - 21 7 1 251 5 195 826 839 450 262 882 894 150 360 190 4 187 257 5 863 145 914 891 181 228 5 851 372 0 37 1 6 795 820 305 826 52 359 0 361 6 653 20 8 0 560 382 1 382 745-749 36 0 3 3796 3864 668 22 1 5 3845 385372 455 401 364 378 7 37 0 8 40 3 6 3716 3709 37 1 6 201 0 20 1 7 708 3976 369 3952 211 5 734 765 351 42 3 8 750 719 297 295 34 7 9 236 1 42 2 5 381 0 383 3 733 20 2 4 215 102 381 5 381 0 230 5 207 4 21 2 1 167 261 774 22 5 3 1181 3721 3893 232 0 1157 36 4 9 91 3937 3301 340 35 8 0 3487 982 939 940 542 3439 90 2 221- 243 10 7 2 972 248 - 288 3445 970 305 5 145 109 114 3 953 130 460 130 1021 635 531 189 10 0 5 980 119 169 430 308 7 - 309 5 61 9 - 6 2 3 567 535 518 - 5 2 6 25 1 634 34 0 124 5 122 0 330 402 120 334 7 323 9 316 0 2500 890 1504 3352 3361 4176 351 0 167 1 3200 845 344 390 846 861 1830 1837 146 42 1 3 31 7 4 533 101 7 - 1 0 2 3 115 2 1574 432-438 1216 122 6 315 836 818 166 5 171 6 534 556 63 5 - 6 3 7 1290 12 2 9 198 2 825 92 5 421 8 42 5 6 33 5 362 6 41 9 3 173 3 36 9 1 471 105 0 646 4262 92 40 6 2 16 0 5 165 3 42 2 3 427 1 24 7 210 4140 205 855 114 3260 4260 989 12 2 1 3218 334 3 27 0 1 931 400 355365 111121 690 101 1 825 100 1 4237 4256 168 9 562 270 259 801 853 926 949 772 3859 388 0 850 11 6 3 849 4205 352 5 405 0 10 2 0 772 805 95 1 12 9 3 878 881 821 833 885 25 0 6 246 4 21 9 1 20 2 1 333 33 3 3 1897 251 20 4 21 6 2 22 0 0 347 0 724 698 654 11 0 0 721 748 14 0 5 1104 1058 639 505 802 15 2 6 861 15 1 5 3817 372 1 850 13 3 0 151 7 717 386 5 710 657 14 3 2 155 347 5 529 627 41 8 4 16 3 6 37 3 9 3950 202 5 354 106 9 88 3 93 0 728 329 2 3739 41 2 2 408 735 1002- 1010 102 330 4129 40 9 401 402 548 186 570 41 8 9 687 111 6 327 1 146 9 14 8 5 336 1 333 8 230 337 4 15 1 5 14 6 8 319 0 342 765 561 538 318 6 130 3 11 419 333 7 950 32 2 4 320 2 407 2 877 420 852 A 8 5 2 740 590 405 3906 253 824-834 410 8 473-481 421 218 329 0 327 0 418 401 417 151 5 2194 880 94 7 32 7 5 439 343 7 659 310 1 295 335 7 3891 402 5 565 282 9 28 7 5 346 0 11 1 5 230222 342 4 411 7 12 3 3 12 2 3 181 295 9 - 296 7 317 4139 11 3 7 387 6 335 916 1250 312 5 32 0 0 679 250 14 7 1 318 7 3492 395 1 39 2 7 13 8 5 13 6 5 114 150 40 7 1 14 0 0 130 1401 561 320 8 326 2 132 10 4 0 312 6 757 837 826 910 320 6 238 8 832 20 2 0 927 308 5 24 4 0 329 0 33 8 9 270 0 317 5 270 4 198 725 929 315 6 252 730 290 1 730 316 6 151 1 741 545 282 9 287 1 585 505 260 6 502 172 5 738 27 6 3 24 4 9 445 520 527 260 3 264 8 26 7 0 525 27 8 0 2663 800 260 1 296 1 825 842 28 6 5 19 5 0 20 4 1 30 3 1 22 5 1 225 5 182 0 893 707 317 5451 19 1 0 188 5 907 849 43 1 3 107 6 A 11 9 8 741 19 1 9 800 330 0 169 8 451 320 9 59 7 829 337-343 CLE LIND ERODRIVE WRIGHT PLACE STARR K I NG C IRCLE SH A S T A D R I V E MACKAY DRIVE DIA B L O C O U R T SCRIPPS AVENUE SC R I P P S C O U R T NELSON DRIVE TIO G A C O U R T CR E E K S I D E D R I V E GR E E N M E A D O W W A Y BE N L O M O N D D R I V E PA R K S I D E D R I V E DIXON PLACE EL Y P L A C E DAKE AVENUE FERNE AVENUE SAN ANTONIO COURT (PRIVATE) EL Y P L ELY P L A C E ADO B E P L A C E NEL S O N C T KE A T S C O U R T MIDDLEFIELD ROAD DUNCAN PLACE CARLS O N C O U R T DU N C A N P L A C E MUMFORD PL EA S T M E A D O W D R I V E EMERSON STREET COURT B R Y A N T S WAVERLEY STREET SOUTH COURT BRYANT STREET RAMONA STREET ALMA STREET CO A S T L A N D D R BYRON STREET MIDDLEFIELD ROAD GASPAR CT MO R E N O A V E N U E EL C A R M E L O A V E N U E CA M P E S I N O A V E N U E DY M O N D C T MA R T I N S E N C T RAMONA STREET BRYANT STREET TO W L E W A Y TOWLE PL WE L L S B U R Y C T FLOWERS LANE MACKALL WAY LO M A V E R D E A V E COWPER STREET SOUTH COURT WAVER L E Y S T R E E T EL V E R A N O A V E N U E WE L L S B U R Y W A Y LA MIDDLEFIELD ROAD ST C L A I R E D R I V E ALG E R D R I V E AS H T O N A V E N U E ST MICHAEL DRIVE ST MICHAEL DRIVE MA U R E E N A V E CO W P E R C O U R T RAMBOW DRIVE EA S T M E A D O W D R I V E ASHTON C O U R T MURDOCH DRIVE CO W P E R STREET MU R D O C H C T ST MICHAEL COURT MAYCOURT MA Y V I E W A V E N U E MIDDL E F I E L D R O A D EN S I G N W A Y BIB B I T S D R I V E GAI L E N C O U R T GAI L E N A V E N U E GRO V E A V E N U E C O M M E R C I A L S T R E E T IN D U S T R I A L A V E N U E WA L L I S C T DONAL D D R I V E EN C I N A G R A N D E D R I V E CE R E Z A D R I V E LO S R O B L E S A V E VILLA VERA VERDOSA DRIVE CAMPANA DRIVE SOLANA DRIVE GEORG I A A V E YNIGO WAY DRISC O L L C T NG ARTHUR'MAYBELL WAY MA Y B E L L A V E N U E FRANDON CT FL O R A L E S D R I V E GE O R G I A A V E N U E AMARANTA AVENUE AM A R A N T A C T MIRANDA GREEN FOOT H I L L E X P R E S S W A Y K I S COURT TERMAN DRIVE BAKER AVENUE VI S T A A V E N U E WISTERIA LANE PENA CT COULOMBE DRIV E CHERRY OAKS PLA C E POMONA AVENU E AR A S T R A D E R O R D ABEL AVENUE CLEMO AVENUE VIL L A R E A L CU R T N E R A V E N U E VE N T U R A A V E N U E MA C L A N E EMERSON STREET VENTURA COURT PARK BOULEVARD MA G N O L I A D R I V E S O U T H CYPRESS LANE (PRIVATE) GLENBROOK D FA I R M E D E A V E N U E AR A S T R A D E R O R O A D IR V E N C O U R T LO S P A L O S C I R LOS PALOSPLACE MA Y B E L L A V E N U E ALTA MESA AVE KEL L Y W A Y LOS PA L O S A V E SUZAN N E D R I V E SUZAN N E D R I V E RI VE EL CAMI N O R E A L SU Z A N N E C T LO R A B E L L E C T MCKEL L A R L A N E EL C A M I N O W A Y JA M E S R O A D MA C L A N E SECOND STREET WILKIE WAY CAM I N O C O U R T WE S T M E A D O W D R I V E THAIN WAY BA R C L A Y C T VIC T O R I A P L INTERDALE WAY ( P V T ) WE S T C H A R L E S T O N R O A D TE N N E S S E E L A N E WILKIE WAY CA R O L I N A L A N E TE N N E S S E E L A N E PARK BOULEVARD WIL K I E C O U R T DA V E N P O R T W A Y ALMA STREET ROOSEV MO N R O E D R I V E WILKIE W A Y WHITCLEM P L A C E WH I T C L E M D R I V E DU L U T H C I R C L E ED L E E A V E N U E DIN A H ' S C O U R T CE S A N O C T MO N R O E D R I V E MILLER AVE WHITCLEM WAY WHITCLEM CT FE R N E A V E N U E BE N L O M O N D D R I V E FA I R F I E L D C T FE R N E A V E N U E PONCE DRIVE HEMLOCK COURT FERNE COURT ALMA STREET MO N R O E D R NITA AVENUE RUTHELMA AVEN U E DA R L I N G T O N C O U R T LUNDY LANE NE W B E R R Y C T PARK BOULEVARD GE O R G E H O O D L A N E ALMA STREET E L T CIR IVY LA N E EAST BAYSHORE ROAD S T F R A N C I S D R I V E WI L D W O O D L A N E WAT S O N C O U R T LAU R A L A N E O'BR I N E L A N E ( P R I V A T E ) EMBA R C A D E R O R O A D FABER PLACE EM B A R C A D E R O R O A D GE N G R O A D EMBARCA D E R O W A Y Y WAY STEL L I N G D R I V E ST E L L I N G C T MANCHESTERCOURT K E N N E T H D R I V E THOMAS D R I V E STOCKTON PLACE VERNON TERRACE LOUIS ROAD JA N I C E W A Y TH O M A S D R KE N N E T H D R I V E LO M A V E R D E A V E N U E C LIFTONCOURT ELBRI D GE WAY CLA R A D R I V E BAUTISTACOURTSTOCKTON PLACE MORRIS DRIVE MA D D U X D R PI E R S C T LOUIS ROAD MO R A G A C T O L D P A G E M I L L R O A D DEER CREEK ROA D C O Y O T E H I L L R O A D HIL L V I E W A V E N U E PORTER DRIVE HILLVIEW AVE HA N O V E R S T R E E T FOOTHILL EXPRESSWAY AR A S T R A D E R O R O A D MIRANDA AVENUE ST A N F O R D A V E N U E AMHERST STREET COLUMBIA STREET BOWDOIN STREET DARTMOUTH STREET HANOVER STREET CO L L E G E A V E N U E CA L I F O R N I A A V E N U E HANOVER STREET RAMOS WAY (PRIVATE) PA G E M I L L R O A D HANSEN WAY HANOVER STREET OL D A D O B E R O A D OLD TRACE C O U R T AR A S T R A D E R O R O A D MIRANDA AVENUE MOCKINGBIRD LANE OLD TRACE ROAD MANU E L A W A Y RO B B ROAD MANU E L A C O U R T MESA A V E N U E O A K H I L L A V E N U E M A N U E L A A V E N U E MI R A N D A A V E N U E LA G U N A C T BA R R O N A V E GLENBRO O K D R I V E WILLM A R D R I V E MIRANDA A V E N U E HET C H H E T C H Y R O W HETCH HETCHY ROW HIL L V I E W A V E N U E MO A N A C T CHAN N I N G A V E N U E LIN C O L N A V E N U E LI N C O L N A V E N U E MOR T O N S T R E E T DR. SH A U N A L N MADDUX DRIVE VA R I A N W A Y SH E R M A N A V E N U E GR A N T A V E N U E SH E R I D A N A V E LO S R O B L E S A V E SPRIN G H I L L D R MAPL E W O O D P L JO S I N A A V E KE N D A L L A V E T R E E T ROOSEV E L T CIRCLE RAMONASTRE E T CARLSON CIRCLE REDW O O D C I RCLESOUTH LEGH O R N S T R E E T M O N T R O S E A V E N U E M A P L E W O O D A V E N U E CHAR L E S T O N C T SEM I N O L E W A Y SUTHERLAND DRIVE NELSON D R I V E EL C A P I T A N P L A C E FABIA N S T R E E T LO M A V E R D E A V E N U E BR Y S O N A V E N U E MIDTOWN COURT COWPER ST GA R Y C T T EMERSON WA V E R L E Y O A K S ( P R I V A T E ) WA S H I N G T O N A V E N U E BRYANT STREET SOUTH COURT WAVERLEY STREET EMERSON STNE V A D A A V E N C A L I F A V E RAMONA ST HIGH STREET NO R T H C A L I F O R N I A A V E N U E OR E G O N E X P W Y MA R I O N A V E N U E RAMONA STREET CO L O R A D O A V E N U E WAVERLEY STREET KIPLING STREET SOUTH COURT COWPER STREET AN T O N C T NE V A D A A V E N U E TASSO STREETTASSO STREET OR E G O N A V E N U E MARION PLACE WE B S T E R S T MIDDLEFIELD ROAD ROSS ROAD WA R R E N W A Y EL CAJON WAY P R I M R O S E W A Y IR I S W A Y TUL I P L A N E TULIP L A N E GA R L A N D D R I V E G R E E R R O A D GR E E R R O A D HAMIL T O N A V E N U E HI L B A R L A N E ALANNAH CT EDGE RH O D E S D R I V E MARSHALL DRIVE MO R E N O A V E N U E MARSH ALL DRIVE DE N N I S D R . AGNES WAY OR E G O N A V E . BL A I R C O U R T SANTA ANA STREET EL S I N O R E D R I V E ELSINORE COURT EL CAJON WAY GREER ROAD CA L I F O R N I A A V E N U E CO L O R A D O A V E N U E SY C A M O R E D R I V E AM A R I L L O A V E N U E L BR U C E D R I V E CO L O N I A L L A N E MO R E N O A V E N U E CE L I A D R I V E BURNHAM WAY GREER ROAD INDIAN DRIVE ELMDALE PL C TANLAND DRIVE MO R E N O A V E N U E AM A R I L L O A V E N U E WEST BAYSH O R E R O A D SANDRA PLACE CLARA DRIVE CO L O R A D O A V E N U E GREER ROAD CO L O R A D O A V E N U E SIMKINS COURT OTTERSON CT HIGGINS PL. LA W R E N C E L A N E MADDUX DRIVE GENEVIEVE CT METR OCIRC L E MOF F ETTC IRCLE GREER ROAD EAST BAYS H O R E R O A D ARDINAL WAY SANTA CATALINA STREET ARROWHEAD WAYAZTEC WAY CHABOT TERRACEOR E G O N A V E N U E CARMEL DRIVE SIERRA COURT ST BI B B I T S D R I V E F A B I A N W A Y T EAS T M E A D O W D R I V E GROVE AVENUE CH R I S T I N E D R I V E CO R I N A W A Y ROSS R O A D C O R I N A W A Y L O U I S R D N A T H A N W Y TRANSPO R T S T R E E T OR T E G A C O U R T EA S T M E A D O W D R I V E YNECOURT ALISMAN LO M A V E R D E A V E N U E AL L E N C T RO S S C O U R T LOMA VERDE PLACE AM E S A V E N U E RIC H A R D S O N C O U R T HOLLY OAK DRIVE AM E S A V E CORK OAK WAY MIDDLEFIELD ROAD AMES CT AM E S A V E N U E ROSS ROAD RORKE WAY ST O N E L A N E TO Y O N P L A C E TO R R E Y A C O U R T LUPINE AVENUE TH O R N W O O D D R I V E DRIFTWOOD DRIVE TA L I S M A N D R I V E ARBUTUS AVENUE ROSS ROAD LOUIS ROAD AS P E N W A Y EVERGREEN DRIVE EAST M E A D O W D R I V E CO R P O R A T I O N W A Y EL W E L L C O U R T JANICE WAY EAST MEADOW CIR C L E EAST MEADOW CIRCLE GREERROAD BAYSHORE F R E E W A Y EL L S W O R T H P L SA N C A R L O S C T WIN T E R G R E E N W A Y SU T T E R A V E N U E CL A R A D R I V E PRICE CT ST E R N A V E N U E CO L O R A D O A V E N U E RANDERS CT ROSS RD. SY C A M O R E D R I V E SEVYSON CT STELLING DRIVE ROSS ROAD DAVID AVENUE MURRA SA N D H I L L R O A D SWAIN WAY CL A R K W A Y MOSHER WAY CHARLES MARX W A Y OR C H A R D L A N E VINEYARD L A N E O A K R O A D SA N D H I L L R O A D S A N D H I L L R O A D SA N D H I L L R O A D EL CAMINO REAL FOOTHILL EXPRESSWAY HIL L V I E W A V E N U E ARA S T R A D E R O R O A D LANE 66 BL A K E W I L B U R D R I V E CAMPUS D R I V E E A S T C A M P U S D R I V E W E S T WE S T C H A R L E S T O N R O A D CAMP U S D R I V E E A S T CAMPUS D R I V E W E S T P A L M D R I V E CAMPUS DRI V E W E S T CAMPUS DRI V E E A S T QUARR Y R O A D C A M P U S D R I V E E A S T STOC K F A R M R O A D BAYSHORE F R E E W A Y BAYSHORE F R E E W A Y BAYSHORE F R E E W A Y WEST BAYS H O R E R O A D EAST BAYSH O R E R O A D EAST BAYSH O R E R O A D EAST BAYS H O R E R O A D BAYSHORE F R E E W A Y BAYSHORE F R E E W A Y BAYSHORE F R E E W A Y PALO ROAD SHOPPING CENTER WAY S H O P P I N G C E N T E R W A Y SH O P P I N G C E N T E R W A Y LONDON PLANE WAY PLUM L A N E SWEET OLIVE WAY PEAR LANE C A M P U S D R I V E LANE 66 LASELVADRIVE GR O V E C O U R T MIR A N D A C T ST A N F O R D A V E N U E LANE 12 W LANE 5 E SERRA S T R E E T A R G U E L L O W A Y GA L V E Z S T R E E T CAMPUS DRIVE EAS T NELSON D R I V E ARBORETUM ROAD L A U S E N S T R E E T G A L V E Z S T R E E T MUSEUM W A Y ROTH W A Y OAVENUE CHAUCER STREET CHA U C E R S T R E E T UN I V E R S I T Y A V E N U E A D D I S O N A V E N U E REGE N T P L GUINDA STREET LIN C O L N A V E N U E FULTON STREET M E L V I L L E A V E N U E BYRON STREET KIN G S L E Y A V E N U E ME L V I L L E A V E N U E HAMI L T O N A V E N U E H A M I L T O N C T FORE S T A V E N U E F O R E S T C T M A R L O W E S T R E E T MA P L E S T R E E T P A L M S T R E E T SOME R S E T P L PITM A N A V E N U E FIFE A V E N U E FORE S T A V E N U E DANA A V E N U E LI N C O L N A V E N U E UNIVE R S I T Y A V E N U E CO L E R I D G E A V E N U E LO W E L L A V E N U E COWPER STREET TE N N Y S O N A V E N U E NO R T H A M P T O N D R I V E WE S T G R E E N W I C H P L MIDDLEFIELD ROAD NEWELL ROAD GUINDA STREET EA S T G R E E N W I C H P L SO U T H A M P T O N D R I V E KI R B Y P L KENT P L A C E TEVIS P LMART I N A V E N U E C E N T E R D R I V E H A R R I E T S T R E E T WI L S O N S T R E E T C E D A R S T R E E T HARK E R A V E N U E TIPPAWINGO ST JULIE CT MA T A D E R O A V E N U E IL I M A W A Y IL I M A C O U R T LA G U N A O A K S P L CARLITOS CT LA CALLE LAGUNA AVE PA R A D I S E W A Y ROB L E R I D G E L A MATAWAY CH I M A L U S D R I V E MA T A D E R O A V E PA U L A V E N U E KE N D A L L A V E N U E WHITSELL AVENUE BA R R O N A V E N U E CASS WA Y LO S R O B L E S A V E LAGUNA WAY LA P A R A A V E N U E SA N J U D E A V E N U E EL CENTRO STREET TIM L O T T L A N E LA J E N N I F E R W A Y MA G N O L I A D R I V E N O R T H LA DONNA AVENUE RINC MANZANA LANE ON C IRCLE MESA COURT CR O S B Y P L GE O R G I A A V E N U E HUBBA R T T D R I V E WI L L M A R D R I V E DONALD DR AR A S T R A D E R O R O A D FOOTH I L L E X P R E S S W A Y MIRA N D A A V E N U E SA N J U D E A V E MAGNOLIA DRIVE MIL I T A R Y W A Y ARBOL DRIVE ORME STREET FE R N A N D O A V E N U E MA T A D E R O A V E N U E LA M B E R T A V E N U E HA N S E N W A Y MA R G A R I T A A V E N U E MA T A D E R O A V E N U E WI L T O N A V E N U E OX F O R D A V E N U E HARVARD STREET CA L I F O R N I A A V E WELLESLEY STREET PRINCETON STREET OBERLIN STREET CORNELL STREET CA M B R I D G E A V E CO L L E G E A V E N U E WILLIAMS STREET YALE ST STAUNTON CT OX F O R D A V E N U E EL CAMINO R E A L CH U R C H I L L A V E N U E PAR K B O U L E V A R D PA R K A V E N U E ESCOBITA AVE N U E CH U R C H I L L A V E N U E SEQ U O I A A V E N U E MARIPOSA AVENUE CASTILLEJA AVENUE MIR A M O N T E A V E N U E MADRONO AV E N U E PORTOLA AVEN U E MA N Z A N I T A A V E N U E CO L E R I D G E A V E N U E LE L A N D A V E N U E ST A N F O R D A V E N U E BIRCH STREET ASH STREET LO W E L L A V E N U E ALMA STREET TE N N Y S O N A V E N U E GR A N T A V E N U E SH E R I D A N A V E JA C A R A N D A L N EL CAMINO REAL SH E R M A N A V E N U E ASH ST PA G E M I L L R O A D MIMOSA LN CH E S T N U T A V E N U E PO R T A G E A V E N U E PE P P E R A V E N U E OL I V E A V E N U E AC A C I A A V E N U E EMERSON STREET PARK BOULEVARD ORINDA STREET BIRCH ST ASH STREET PA G E M I L L R O A D ASH STREET PARK BLVD CO L L E G E A V E N U E CA M B R I D G E A V E NE W M A Y F I E L D L N BIRCH STREET CA L I F O R N I A A V E PARK BLVD NOGAL LANE RIN C O N A D A A V E N U E SA N T A R I T A A V E N U E PARK BOULEVARD SE A L E A V E N U E WA S H I N G T O N A V E SA N T A R I T A A V E N U E BRYANT STREET HIGH STREET EMERSON STREET CO L O R A D O A V E STREET RAMONA STREET BRYANT STREET SOUTH COURT EL D O R A D O A V E N U E ALMA STREET ALMA STREET HIGH STREE TE N N Y S O N A V E N U E ME L V I L L E A V E N U E COWPER STREET TASSO STREET WEBSTER STREET BYRON STREET NO R T H C A L I F O R N I A A V E N U E CO L E R I D G E A V E N U E WAVERLEY STREET BRYANT STREET EMERSON STREET ALMA STREET KIN G S L E Y A V E PO R T A L P L A C E ROSS ROAD OR E G O N A V E N U E GA R L A N D D R I V E LANE A WEST LANE B WEST LANE B EAST LANE D WEST LANE 59 EAST WH I T M A N C O U R T KE L L O G G A V E N U E EMB A R C A D E R O R O A D KIN G S L E Y A V E N U E LI N C O L N A V E N U E AD D I S O N A V E . LIN C O L N A V E N U E DOWNING LANE HO M E R A V E N U E LANE D EAST LANE 39 LANE 56(PVT.) HA M I L T O N A V E N U E WEBSTER STREET WAVERLEY STREET KIPLING STREET BRYANT STREET RAMONA STREET SCOTT STREET BYRON STREET PALO HALE STREET SENECA STREET LY T T O N A V E N U E P ALO ALTOAVENUE FULTON STREET KE L L O G G A V E N U E MIDDLEFIELD ROAD BYRON STREET WEBSTER STREET COWPER STREET TASSO STREET COWPER STREET AD D I S O N A V E N U E B O Y C E A V E N U E HA M I L T O N A V E N U E HO M E R A V E N U E GUINDA STREET MIDDLEFIELD ROAD CH A N N I N G A V E N U E ALT I V E PA T R I C I A L A N E MA D I S O N W A Y EDGEWOO D D R I V E RAMONA STREET AD D I S O N A V E N U E CH A N N I N G A V E N U E TE N N Y S O N A V E N U E SE A L E A V E N U E MIDDLEFIELD ROAD BYRON STREET WEBSTER STREET MA R I O N A V E N U E WE L C H R O A D SEDRO LN PERAL LANE MC G R E G O R W A Y MO N R O E D R I V E SILVA AVE SIL V A C O U R T MIL L E R C O U R T BRIARWOOD WAY DR I S C O L L P L A C E PA U L S E N L N COMM U N I T Y L A N E LANE 15 E CO U R T MADELINE COURT AR R O Y O C T DA V I D C T OR E G O N E X P R E S S W A Y OR E G O N E X P R E S S W A Y O R E G O N E X P W Y PA G E M I L L R O A D PA G E M I L L R O A D FOOT H I L L E X P R E S S W A Y MIRAN D A A V E N U E FOOTHI L L E X P R E S S W A Y MIRAN D A A V E N U E FOOT H I L L E X P R E S S W A Y CE R R I T O W A Y EMERSON STREET LA N E 2 0 W LA N E 2 0 E OR E G O N E X P R E S S W A Y UN I V E R S I T Y A V E N U E MA C K A Y D R I V E JA C O B ' S C T ( P V T ) CALTRAIN ROW CALTRAIN ROW CALTRAIN ROW CALTRAIN ROW EMERSON STREET WAVERLEY STREET KIPLING STREET CLARK WAY DURAND WAY PASTEU R D R I V E WE L C H R O A D SERRA STREET HOSK I N S C O UR T THOBURN COUR T HULME COU R T B A R N E S COURT O L M STEAD ROAD D U D L E Y L ANE GREE N W O O D A V E N U E H U T C H I N S O N A V E CHAN N I N G A V E N U E HOPK I N S A V E N U E EMB A R C A D E R O R O A D ASHBY D R I V E DANA AVE N U E HAMILTON A V E N U E PITMAN A V E N U E SO U T H W O O D D R I V E WEST CRESCENT DRIV E CR ESCENT DRIV E UNI V E R S I T Y A V E N U E CENT E R D R I V E EAST CRESCEN ARCADIA P L A C E LOUISA COUR T NEWE L L P L S H A R O N C T E R S T W I L D C O U R T W A L T E R H A Y S D R I V E WALN U T D R I V E N E W E L L R O A D PARK I N S O N A V E N U E PI N E S T R E E T MARK TWAIN STREET LOUIS ROAD BARBARA DRIVE P R I M R O S E W A Y IRIS W A Y EMB A R C A D E R O R O A D WAL T E R H A Y S D R I V E LOI S L A N E JORD A N P L LOIS L A N E H E A T H E R L A N E BRET HARTE STREET ST A N L E Y W A Y DE SO T O D R I V E DE S O T O D R I V E AL E S T E R A V E N U E WALTE R H A Y S D R I V E CHAN N I N G A V E N U E IRIS W A Y TDRIVE DANA AVENUE HAMILTON AVEN U E NE W E L L R O A D KINGS LAN E EDGEWOOD DR I V E IS L A N D D R I V E JE F F E R S O N D R I V E J ACKSON DR FRANCIS DRIVE WEST BAYSHORE R O A D TANLAND DR. EA S T B A Y S H O R E R O A D WOOD DR I V E EDGEWOOD D R I V E WILDWOOD LANE PASTEU R D R I V E QU A R R Y R O A D WELCH R O A D ARBORETUM R O A D QU A R R Y R O A D SA N D H I L L R O A D HO M E R A V E N U E LANE 8 WEST MED I C A L F O U N D A T I O N W A Y LANE 7 WEST LANE 7 EAST EMB A R C A D E R O R O A D ENC I N A A V E N U E EL CAMINO RE A L URB A N L A N E WEL L S A V E N U E FO R E S T A V E N U E HIGH STREET EMERSON STREET CH A N N I N G A V E ALMA STREET ALMA STREET EL CAMINO REAL MITCHELL LANE HA W T H O R N E A V E N U E EV E R E T T A V E N U E LY T T O N A V E N U E LANE 15 E HIGH STREET ALMA STREET BRYANT STREET LANE 6 E LANE 11 W LA N E 2 1 GILMAN STREET HA M I L T O N A V E N U E UN I V E R S I T Y A V E N U E BR Y A N T C O U R T LA N E 3 0 FLORENCE STREET KIPLING STREET TASSO STREET COWPER STREET RU T H V E N A V E N U E LA N E 3 3 PALO A L TO AVENUE PO E S T R E E T WAVERLEY STREET TASSO STREET COWPER STREET PALO ALTO AVENUE WEBSTER STREET EV E R E T T C O U R T BYRON STREET FULTON STREET MIDDLEFIEL D R O A D CH U R C H I L L A V E N U E L O M I T A D R I V E SERRA S T R E E T ESCOND I D O R O A D C A M P U S D R I V E E A S T BOWDO I N S T R E E T ESCONDIDO ROAD CO M S T O C K C I R C L E ANGELL COURT BLA C K W E L DER COURT JENKINS C O U RT MCFARLAND COURT PHILLIPS ROAD PIS T A C H E P L A C E SA N T A Y N E Z S T R E E T SALV A T I E R R A S T R E E T LAN E B ALVAR A D O A V E N U E MAYFIELD AVENUE COSTONZO STREET CABRILLO AVENUE CAM P U S D R I V E E A S T SAN JUAN STREET LAN E C CO R O N A D O A V E N U E DO L O R E S A V E N U E EL D O R A D O A V E N U E OAK CREEK DRIVE CL A R A D R I V E BELLVIEW DR EV E R E T T A V E N U E EMERSON STREET BRYANT STREET RAMONA STREET EMERSON ST ALMA STREET WAVERLEY STREET ALMA STREET MIDDLEFIELD ROAD WEBSTER STREET WEBSTER STREET WAVERLEY STREET WEBSTER STREET FULTON STREET SENECA STREET NEWELL ROAD FULTON STREET COASTLAND DR VAN AUKEN CIRCLE LOUIS ROADLOUIS ROAD LI N C O L N A V E N U E UN I V E R S I T Y A V E N U E HA M I L T O N A V E N U E FO R E S T A V E N U E FO R E S T A V E N U E LY T T O N A V E N U E UN I V E R S I T Y A V E N U E HA W T H O R N E A V E N U E PA L O A L T O A V E N U E PA L O A L T O A V E N U E CH A N N I N G A V E N U E AD D I S O N A V E N U E HO M E R A V E HO M E R A V E N U E ME L V I L L E A V E N U E CH U R C H I L L A V E . SE A L E A V E N U E EMB A R C A D E R O R O A D EMB A R C A D E R O R O A D EAST BAYSHORE ROAD EDGEWOOD DR I V E S A N D A L W O O D C T MO R T O N S T R E E T H U T C H I N S O N A V E N E W E L L R O A D GUINDA STREET DE S O T O D R I V E NO R T H A M P T O N D R I V E FIE L D I N G D R . FIELDING GREER ROAD MA D D U X D R I V E G R E E R R O A D SU T T E R A V E N U E ROSEWOOD DR RO S E W O O D D R SU T T E R A V E N U E KIPLING ST AVALON COURT RORKE WAY RORKE WAY N A T H A N W A Y LO U I S R O A D C O R I N A W A Y F A B I A N W A Y KIPLING STREET MA R G A R I T A A V E N U E LA M B E R T A V E N U E MA T A D E R O A V E N U E WIL T O N A V E N U E EL CAMINO REAL PA G E M I L L R O A D ALMA STREET BYRON STREET CA L C A T E R R A P L A C E CH R I S T O P H E R C T MO N R O E D R MA Y B E L L A V E N U E BA R R O N A V E N U E HA N O V E R S T R E E T PORTER DRIVE PA G E M I L L R O A D HI L L V I E W A V E N U E FOOTHILL E X P R E S S W A Y EL CERRITO ROAD EL C E R R I T O R D EMMA CT G A L V E Z M A L L AR G U E L L O W A Y OLMSTEDROAD OLMSTED ROA D ABRAMS CT OLMSTED ROAD OL M S T E D R O A D O L M S T E D R O A D OLMSTEDROAD ALMA VILLAGE CIRCLE ALMA VILLAGE LANE S A N A N T O N I O R O A D S A N A N T O N I O R O A D S A N A N T O N I O R O A D S A N A N T O N I O R O A D SA N A N T O N I O R O A D EAST C H A R L E S T O N R O A D EAS T C H A R L E S T O N R O A D EAS T C H A R L E S T O N R D EA S T C H A R L E S T O N R D OLMSTEDROAD GREEN MANOR 700 702 704 3178 3300 3050 3085 3090 3173 3230 3192 97 6 98 6 966 931 925 928 933 945 951 955 963 965 950 938 954 3000 3077 3136 3149 3144 3139 3132 3130 3124 31 4 5 3161 3187 3195996 31 0 6 3105 31 2 2 31 2 5 31 1 7 3110 3111 311 5 31 3 4 31 2 0 31 0 8 3101 3111 31 2 1 31 3 5 3087 3099 31 1 2 293 8 293 4 29 3 0 294 6 29 5 0 294 5 293 1 2957 293 5 2965 2927 3020 3030 29912987 2973 3029 3035 3073 3089 2979 3010 2995 3170 3201 3220 720 2993 3172 2787 3208 930 920 15 2 5 15 2 1 15 3 0 706 3003 1691 937 936 28 6 2 ARAST R A D E R O R O A D ARASTRA D E R O R O A D ALEX I S D R I V E P A G E M I L L R O A D B A N D E R A D RI VE LA UR E L G L E N N D R I V E A L E XIS D R I C O UNTRY C L U B C OU R T AL E X I S D R I V E A L E XIS DR I V E V E LAS TRAMPAS VALLEY RO A D VIST A H I L L R O A D VIS T A H I L L R O A D VISTA H I L L R O A D VIST A H I L L R O A D PAGE M I L L R O A D CITY OF PALO ALTO CROSS BORE PROJECT May 2, 2019 Item Description Unit Approx. QTY Unit Cost Line Total Unit Cost Line Total Unit Cost Line Total Unit Cost Line Total Unit Cost Line Total 1 Sewer Lateral Inspction in Year 1 EACH 900 $1,260.00 $1,134,000.00 $535.00 $481,500.00 $679.00 $611,100.00 $510.00 $459,000.00 $975.00 $877,500.00 2 Sewer Lateral Inspction in Year 2 EACH 300 $1,386.00 $415,800.00 $535.00 $160,500.00 $679.00 $203,700.00 $510.00 $153,000.00 $975.00 $292,500.00 3 Hydro Excavation (Up to six (6) feet in depth)EACH 80 $1,350.00 $108,000.00 $1,000.00 $80,000.00 $700.00 $56,000.00 $2,950.00 $236,000.00 $3,400.00 $272,000.00 4 Branched Sewer Lateral Video Inspection EACH 120 $462.00 $55,440.00 $325.00 $39,000.00 $75.00 $9,000.00 $250.00 $30,000.00 $900.00 $108,000.00 SUBTOTAL 5 NASSCO Coding (LACP) for Lower Sewer Lateral Only in Year 1 EACH 900 $75.00 $67,500.00 $55.00 $49,500.00 $15.00 $13,500.00 $50.00 $45,000.00 $75.00 $67,500.00 6 NASSCO Coding (LACP) for Lower Sewer Lateral Only in Year 2 EACH 300 $78.00 $23,400.00 $55.00 $16,500.00 $15.00 $4,500.00 $50.00 $15,000.00 $75.00 $22,500.00 SUBTOTAL $90,000.00 Bidder 3: NATIONAL PLANT SERVICES $1,640,000.00 Base Bid Add Alternate Bid $1,713,240.00 $761,000.00 $879,800.00 $878,000.00 $1,550,000.00 $90,900.00 $66,000.00 $18,000.00 $60,000.00 Bidder 3: PINNACLE PIPELINE INSPECTION, INC $938,000.00 Bidder 1:AIMS/PVIC Bidder 2: PIPE AND PLANT SOL'N Grand Total $1,804,140.00 $827,000.00 $897,800.00 City of Palo Alto Cross Bore Verification Project Phase II FY 20 -FY21 IFB No.174628 BID SUMMARY Engineer's Estimate City of Palo Alto (ID # 10226) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Gas Service Replacement Project FY19 Title: Approval of Contract Number C19173720A With ARB, Inc. in the Amount of $1,886,682 for Gas Service Replacement Project FY19, Capital Improvement Program Project GS-18000, and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed $94,334, for a Total Not-to-Exceed Amount of $1,981,016; and Approval of a Gas Capital Improvement Fund Budget Amendment 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 C19173720A with ARB, Inc. (Attachment A) in an amount not to exceed $1,886,682 for the Gas Service Replacement Project FY19 (Gas ABS/Tenite Replacement Project GS-18000); 2. Approve and authorize the City Manager or his designee to negotiate and execute one or more changes to the contract with Contractor for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $94,334 or 5% of the contract amount; the total not-to-exceed amount is $1,981,016; 3. Amend the Fiscal Year 2019 Budget Appropriation Ordinance for the Gas Fund by: a. Increasing the budget appropriation for the Gas ABS/Tenite Replacement project (GS-18000) budget by $723,116; b. Decreasing the budget appropriation for the Gas Main Replacement Project 21 (GS-11000) budget by $100,000; c. Decreasing the budget appropriation for the Gas Distribution System Improvements (GS-11002) budget by $245,035; and d. Decreasing the budget appropriation for System Extensions – Unreimbursed (GS- 03009) budget by $378,081. City of Palo Alto Page 2 Background This project targets replacement of the materials Acrylonitrile-Butadiene-Styrene (ABS) and Tenite in natural gas service pipelines throughout the City of Palo Alto (City). As ABS and Tenite pipelines age, they tend to become brittle and develop cracks on their sidewalls. These characteristics are contributing factors of pipeline failures and leaks, and result in challenging, time-consuming, and costly repairs. The replacement of ABS and Tenite gas services will ensure safe delivery of natural gas, preserve reliable customer service, and decrease costs associated with maintenance. Staff identified ABS and Tenite natural gas pipelines as high priority to be replaced in the City’s 2018 Distribution Integrity Management Plan (DIMP), a federally mandated requirement of all-natural gas pipeline operators. Discussion The work to be performed under the contract is the replacement of 114 ABS and Tenite gas services with Medium Density Polyethylene (MDPE) natural gas services located in various neighborhoods throughout the City. Refer to Attachment B for a location map. Replacing the gas distribution system with Medium Density Polyethylene (MDPE) pipe will enhance the reliability and safety of the gas distribution system, make the system more resilient against corrosion and earth movement, reduce maintenance costs, and extend its useful life. In addition, unlike ABS and Tenite services, the new services will be installed with metallic tracer wires, which dramatically increase the accuracy of pipeline locating and reduce construction dig-ins. Project Coordination The work for the project has been and will continue to be coordinated with the Public Works Department at the monthly Utilities/Public Works coordination meetings. The Utilities and Public Works Department have reviewed and discussed the scope of the project to ensure conflicts do not arise. Public outreach will include project notifications mailed to all residents and businesses affected by the work. The contractor will also provide two written notifications to all residents and businesses: one at least seven (7) days prior to mobilization, and a second 24 hours prior to the commencement of work. Construction on the project is anticipated to start in August 2019. Bid Process On January 31, 2019, City staff posted an initial notice inviting formal bids (IFB) for the Gas Service Replacement FY19 on PlanetBids through the City's web portal and sent it to 880 contractors. The bidding period was 35 calendar days. The City received only one bid from a qualified contractor on the March 6, 2019 due date. Bid Summary (1st Bid) Bid Name/Number Gas Service Replacement Project FY19, CIP GS- 18000 Proposed Length of Project 120 business days Number of Vendors notified 880 City of Palo Alto Page 3 through PlanetBids Number of Builder’s Exchanges notified through PlanetBids 4 Number of Bid Packages Downloaded by Contractors 25 Total Days to Respond to Bid 35 calendar days Pre-Bid Meeting? Yes (Mandatory) Number of Company Attendees at Pre-Bid Meeting 8 Number of Bids Received: 1 Bid Price $2,166,099.26 *Bid summary provided in Attachment C. As the initial bid proposal exceeded the budget established for the project, City staff inquired as to why other contractors did not submit bids. Smaller contractors stated that they were too busy with existing workload. Larger contractors responded that the $1,500,000 budgeted amount was too low and the City’s project requirements and restrictions would create operational inefficiencies. Consequently, staff reduced the project scope, modified the project specifications and repackaged the contract for rebid. On March 28, 2019, City staff posted a second notice inviting formal bids (IFB) for the Gas Service Replacement FY19 on PlanetBids through the City's web portal and sent it to 871 contractors. The bidding period was 19 calendar days. The City received only two bids from qualified contractors on the April 16, 2019 due date. Bid Summary (Rebid) Bid Name/Number Gas Service Replacement FY19-REBID, CIP GS-18000 Proposed Length of Project 100 working days Number of Vendors notified through PlanetBids 871 Number of Builder’s Exchanges notified through PlanetBids 4 Number of Bid Packages Downloaded by Contractors 14 Total Days to Respond to Bid 19 calendar days Pre-Bid Meeting? Yes (Mandatory) Number of Company Attendees at Pre-Bid Meeting 5 Number of Bids Received: 2 Bid Price Range $1,886,681.50; $2,032,875.00 *Bid summary provided in Attachment D. City of Palo Alto Page 4 The low bid is 26 percent (26%) above the engineer’s estimate of $1,500,000. City staff believe that the busy local construction industry and high mobilization and labor costs resulted in higher prices than anticipated. The higher quote is still reasonable for the scope of this project. This can be attributed to the booming construction industry in the San Francisco Bay Area. State License Board shows that ARB, Inc. and their listed subcontractors have active licenses on file. City staff contacted references provided by ARB, Inc. and found no significant complaints. The Contractor and their subcontractors are registered and in good standing with the Department of Industrial Relations (DIR). The Contractor has held construction contracts with larger gas utility companies, and demonstrated the knowledge and ability needed to complete this project on schedule and within budget. A contingency amount of $94,334, or five percent (5%) of the total contract, is requested for unforeseen work that may develop during the project. Resource Impact In Fiscal Year 2019, Council approved a total appropriation of $1,500,000 for the Gas ABS/Tenite Replacement project (GS-18000) to cover the cost of the project’s construction. Amendments in the Gas Fund are recommended in Fiscal Year 2019: $100,000 from Gas Main Replacement Project 21 (GS-11000), $245,035 from Gas Distribution System Improvements (GS- 11002), and $378,081 from System Extensions – Unreimbursed (GS-03009), are recommended to be transferred to GS-18000 to provide the funding necessary for this gas service replacement work. The funding in these three projects was available from unused balances in the CIP budget. The unused balance in GS-11000 was remaining after the completion of that project. The unused balances in GS-11002 and GS-03009 were consolidated to propose a larger Gas Distribution System Improvement project. Once the transfer is complete, GS-11000 will close and GS-11002 and GS-03009 will combine into a single Gas Distribution System Improvement fund. The transfer of $723,116 being requested is needed to account for economic fluctuations in construction costs, materials, staff cost increases over the past five years, and increased trench cut fees. See below for a breakdown of all costs associated with GS-18000. Summary of Project Costs for Gas Service Replacement FY19 (GS-18000) Construction Costs $1,886,682 5% Contingency $94,334 Staff Time (Includes engineering and inspection time) $157,100 Trench Cut Fees $65,000 Soil Compaction Testing $20,000 TOTAL $2,223,116 Current Budget $1,500,000.00 City of Palo Alto Page 5 Additional Funds Needed $723,116 Funding Sources Transfer of Appropriation from: 1. GS-11000 2. GS-11002 3. GS-03009 Policy Implications The approval of this contract and implementation of this project is consistent with existing City goals, policies, programs, and plans including: Utilities Strategic Plan The recommendation conforms with the 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.” Distribution Integrity Management Plan (DIMP) This project is consistent with the City’s 2018 DIMP plan which is in compliant with the Department of Transportation (DOT) 49 CFR Part 192, Subpart P, “Gas Distribution Pipeline Integrity Management” requirements. Environmental Review This project is categorically exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15302 (replacement or reconstruction of existing facilities). Attachments • Attachment A - Contract C19173720A – ARB, Inc. • Attachment B - Location Map • Attachment C – Bid Summary (1st bid) • Attachment D – Bid Summary (Rebid) Attachments: • ARB, Inc. C19173720A-Gas Service Replacement Project FY19 • Attachment B - Location Map • Attachment C - Bid Summary (1st Bid) • Attachment D - Bid Summary (Rebid) Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C19173720A City of Palo Alto Gas Service Replacement FY19 Project-Re-Bid Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 24, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and ARB, 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 194079 and Department of Industrial Relations Registration Number 1000004506. 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 28, 2019, City issued an Invitation for Bids (IFB) to contractors for the “Gas Service Replacement FY19-RE-BID” (“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 “Gas Service Replacement FY19-RE-BID” Project, located in various neighborhoods throughout 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. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within one hundred working days (100) 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 five hundred dollars ($1,500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of One Million Eight Hundred Eighty Six Thousand Six Hundred Eighty One Dollars and Fifty Cents ($1,886,681.50). [This amount includes the Base Bid and Additive Alternates 12-22.] 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: 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: Aaron Perkins 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: ARB, Inc. Mark Borges, Vice President 4620 Westamerica Drive Fairfield, CA 94534 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee ARB, INC. Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ At t a c h m e n t B 11505 University Avel, ~ '~~ \ \ \ \ \ _,,,..,., \ ~) 428 Guinda sij .... I .;,; - .8 ·5 CT Ul TS C !E u. tnguyentl,2019--03-2106:07:14 1 ' l i1s.. Webster Stf ~ --l l I i f 129 Em~rson st--• l l i I I --~ --I --~ ! I --~ ~ .,. .. \\ I ' J ! I -- ..,,- i I J--""' I ...... GSR FY19 Dwra11Map2andl.ab8111 (\\cc-mapll\Encompas11Admln\Peraonal\tnguyen6.mdb) \ \ ·~~Ave ]j l ·--1 l L- --l l -· l I l // '";t ·-- \ --_ .. \ I --; \ / \ ,,.·· \ .,,, .. \ .. \ ...,..., .... \ .... \ .... \ \ \ \ \ . .,..."' ..... \ ,,.,, ... \~..,,,.,,,,. \ \ ' \ \ I \ / --- .,,.~ \ , J I ' I \ \ I \ \ ,,,,,. __ , --l_,s29 oenaAve • ~155ooana~ .... ~ l \ .. -\ I I I -~ , I J f I J l I I I 1 62.7S~laAve] __ . 1559 Seale Ave]-- j ' ! ·1 ·--' I ,--,------·-I I --l\ i -- --J 1 --\ ;-CUI i '""' I• ,; I i I --1 l l 1 1 ! 411 s~t,!A,e] I I \ j i J.2119 El Camino Rea['r-.... i • \:: --I __ ! --i -- \ \ \ \ .,...--- ' \ I l--l l __ I ·--1 , __ I l l'~' .... ;...,_'et t-• l • I 1~84 i iOllo Avei J ! ! l978AmariloAve J I 1 1 1 1558 e7~on ?ve] ' --~onAva I I 2849Waver1eySt _..,_, l 1 I l • I I __ J /--; I I --. I ! . l l__ -- I I ' --. 3l_85ParkB1y_gj I ! 1 ··-~· I-~ .,... .. __ ' ... __ ,,_, ,,}td"'",, ,I" \V./" 1->c I i Cl> __ l IE I I Uj I -·-~ ' Q ~ ·;~~\ ,, , ,I i ' =~·~~~~~~ @512 ~R dl -J l ~ 3'" 3373 Middlefield Rd f / I J i 1 __ 3600MrRd , I 1-- -""' l I I , __ I I._.., / 394J ~elson Ct) I ' • ,I 13952 Nelson ct I / ,/' ! ! t I 3954 Nelson ct I~, -..,..• __ )4003§ci;!PP!Avel --l t,._ ! I' 2 1,,, ·-r iiii 1 l--1 1 ·1! J ~ ! .I l, ( 1 "'--. jJ11 AJmasiJ I 1 l 1--.,.,_.,, i l 1 I / l I 1 I I 3825EJC8minoReal] 3401 El,P,mlno Real I,_.. ---· ~ -~ ( .... ...... , l 1 r \ I I J i......l r l -4l '-~ \ 1--11 I I I ~I 1--1 \ --I t /'fffBarron Ava' l 1 o ! -· I \:,._ I \ I I ·--l r-I --l I \ -, I -· I I • ......... '\. ... -... -I ... j I , ... i l .... , I \ f ·,/' I ' 'l,,, .. - " \ l----t l ._ (1 \ ! J 0 ,...__/ ~12 Suzanna Dr --.---. .... ~ ...... \ i \ \ , { -- -, I 1 .,. "- Legend ~GroupNo. Assessment Parcel (AP) • Gas Service Location ~ Address Labels T h e C ity of Palo Al t o r' This map Isa product of the City of Palo Alto GIS ---.... .__ ... __ ...,,, ___ _ -..... p ...... _ ... _.....,..,...,......._o,""""'20 .. ,..ai ......... Bid Opening Date:March 6, 2019 Project Title: CIP No.GS-18000 BID ITEM APPROX. QTY UNIT Description UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE 1 114 Each Install 1" PE service including 1” CTS x 3/4" MPT riser at existing gas meter location.9,000.00$ 1,026,000.00$ 15,497.33$ 1,766,695.62$ 2 2 Each Install 1" PE service including 1” CTS x 3/4" MPT riser at new gas meter location.9,000.00$ 18,000.00$ 15,497.33$ 30,994.66$ 3 6 Each Install 1" PE service including 1" riser and 3/4” by-pass assembly at existing gas meter location.9,000.00$ 54,000.00$ 15,497.33$ 92,983.98$ 4 1 Lump Sum Install 1" PE service including three 1” CTS x 3/4" MPT risers at 3508, 3510, and 3512 Ross Rd (631 ft.)25,000.00$ 25,000.00$ 37,100.00$ 37,100.00$ 5 1 Lump Sum Install 4" PE service including 4” PE valve, and 4” prebent riser at 2501 Embarcadero Way (467 ft).40,000.00$ 40,000.00$ 43,050.00$ 43,050.00$ 6 12 Each Install 2” steel bollards at existing gas meter location per STD. WGW-05A.250.00$ 3,000.00$ 375.00$ 4,500.00$ TOTAL 1,166,000.00$ TOTAL 1,975,324.26$ BID ITEM APPROX. QTY UNIT Description UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE 7 500 Square Foot Install additional concrete pavement.15.00$ 7,500.00$ 25.00$ 12,500.00$ 8 3,000 Square Foot Install additional asphalt concrete pavement. 15.00$ 45,000.00$ 15.00$ 45,000.00$ 9 5,000 Inch/SF Install additional pavement (thickness). 1.00$ 5,000.00$ 4.00$ 20,000.00$ 10 2,500 Inch/LF Sawcut additional pavement (thickness). 0.25$ 625.00$ 0.75$ 1,875.00$ 11 500 Linear Feet Perform additional sawcutting.2.00$ 1,000.00$ 3.15$ 1,575.00$ 12 2 Each Abandon existing valve or anode box.100.00$ 200.00$ 800.00$ 1,600.00$ 13 10 Each Install new sanitary sewer cleanout.3,000.00$ 30,000.00$ 3,500.00$ 35,000.00$ 14 5 Ton Disposal of excavated soils at Class 1 landfill. 800.00$ 4,000.00$ 800.00$ 4,000.00$ 15 5 Ton Disposal of excavated soils at Class 2 landfill. 600.00$ 3,000.00$ 600.00$ 3,000.00$ 16 5 Cubic Yard Recycle asphalt containing Petro Mat.50.00$ 250.00$ 45.00$ 225.00$ 17 50 Each Additional pothole due to USA mismark. 500.00$ 25,000.00$ 750.00$ 37,500.00$ 18 5 Each Demobilization or Remobilization 3,000.00$ 15,000.00$ 2,500.00$ 12,500.00$ 19 5 Each Sanitary pipe spot repair.3,000.00$ 15,000.00$ 3,200.00$ 16,000.00$ TOTAL 151,575.00$ TOTAL 190,775.00$ C: Base Bid + Add Alternate Bid Engineer's Estimate Daleo, Inc. 1,166,000.00$ 1,975,324.26$ 151,575.00$ 190,775.00$ 1,317,575.00$ 2,166,099.26$ A: Base Bid Gas Service Replacement FY19, IFB No. 173720 Gas Service Replacement FY19 Bid Summary Engineer's Estimate Engineer's Estimate Daleo, Inc. Daleo, Inc. GRAND TOTAL……………………………………………………………………………………………………………………………………………… A: Base Bid (Items 01 through 06) B: Add Alternate (Items 07 through 19) B: Add Alternate Bid ATTACHMENT C April 16, 2019 Project Title: Gas Service Replacement FY19 - REBID, IFB No. 173720A CIP No. GS-18000 BID ITEM APPROX. QTY UNIT Description UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE 1 102 Each Install 1" PE service including 1” CTS x 3/4" MPT riser at existing gas meter location.9,000.00$ 918,000.00$ 11,050.00$ 1,127,100.00$ 13,220.00$ 1,348,440.00$ 2 2 Each Install 1" PE service including 1” CTS x 3/4" MPT riser at new gas meter location.9,000.00$ 18,000.00$ 11,050.00$ 22,100.00$ 13,220.00$ 26,440.00$ 3 6 Each Install 1" PE service including 1" riser and 3/4” by-pass assembly at existing gas meter location.9,000.00$ 54,000.00$ 11,050.00$ 66,300.00$ 13,220.00$ 79,320.00$ 4 1 Lump Sum Install 1" PE service including three 1” CTS x 3/4" MPT risers at 3508, 3510, and 3512 Ross Rd (631 ft.)25,000.00$ 25,000.00$ 20,629.00$ 20,629.00$ 37,100.00$ 37,100.00$ 5 1 Lump Sum Install 4" PE service including 4” PE valve, and 4” prebent riser at 2501 Embarcadero Way (467 ft).40,000.00$ 40,000.00$ 66,322.00$ 66,322.00$ 43,050.00$ 43,050.00$ 6 79 Each Abandon existing gas service – Same bell hole as newly- installed service pipe 1,500.00$ 118,500.00$ 1,437.00$ 113,523.00$ 450.00$ 35,550.00$ 7 31 Each Abandon existing gas service – Separate bell hole from newly-installed service pipe.3,000.00$ 93,000.00$ 2,574.00$ 79,794.00$ 450.00$ 13,950.00$ 8 110 Each Final Surface Restoration 800.00$ 88,000.00$ 1,556.00$ 171,160.00$ 2,230.00$ 245,300.00$ 9 13 Each Decorative Surface Restoration 2,000.00$ 26,000.00$ 3,888.00$ 50,544.00$ 300.00$ 3,900.00$ 10 30 Each Pothole due to sewer crossbore verification/inspection 500.00$ 15,000.00$ 1,362.00$ 40,860.00$ 450.00$ 13,500.00$ 11 12 Each Install 2” steel bollards at existing gas meter location per STD. WGW-05A.250.00$ 3,000.00$ 588.00$ 7,056.00$ 375.00$ 4,500.00$ TOTAL 1,398,500.00$ TOTAL 1,765,388.00$ TOTAL 1,851,050.00$ BID ITEM APPROX. QTY UNIT Description UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE UNIT PRICE TOTAL ITEM PRICE 12 5 Cubic Yard Install additional concrete pavement. 600.00$ 3,000.00$ 1,320.00$ 6,600.00$ 2,000.00$ 10,000.00$ 13 30 Cubic Yard Install additional asphalt concrete pavement. 375.00$ 11,250.00$ 1,144.00$ 34,320.00$ 1,200.00$ 36,000.00$ 14 2,500 Inch/SF Sawcut additional pavement (thickness). 1.00$ 2,500.00$ 0.57$ 1,425.00$ 4.00$ 10,000.00$ 15 2 Each Abandon existing valve or anode box. 800.00$ 1,600.00$ 1,500.00$ 3,000.00$ 800.00$ 1,600.00$ 16 10 Each Install new sanitary sewer cleanout. 3,000.00$ 30,000.00$ 1,500.00$ 15,000.00$ 3,500.00$ 35,000.00$ 17 5 Ton Disposal of excavated soils at Class 1 landfill. 800.00$ 4,000.00$ 102.85$ 514.25$ 800.00$ 4,000.00$ 18 5 Ton Disposal of excavated soils at Class 2 landfill. 600.00$ 3,000.00$ 102.85$ 514.25$ 600.00$ 3,000.00$ 19 5 Cubic Yard Recycle asphalt containing Petro Mat. 50.00$ 250.00$ 154.00$ 770.00$ 45.00$ 225.00$ 20 50 Each Additional pothole due to USA mismark. 500.00$ 25,000.00$ 603.00$ 30,150.00$ 750.00$ 37,500.00$ 21 5 Each Demobilization or Remobilization 3,000.00$ 15,000.00$ 3,000.00$ 15,000.00$ 2,500.00$ 12,500.00$ 22 10 Each Sanitary pipe spot repair. 3,000.00$ 30,000.00$ 1,400.00$ 14,000.00$ 3,200.00$ 32,000.00$ TOTAL 125,600.00$ TOTAL 121,293.50$ TOTAL 181,825.00$ C. Base Bid + Add Alternate Bid Engineer's Estimate ARB, Inc. Daleo, Inc. 1,398,500.00$ 1,765,388.00$ 1,851,050.00$ 125,600.00$ 121,293.50$ 181,825.00$ 1,524,100.00$ 1,886,681.50$ 2,032,875.00$ ARB, Inc. Daleo, Inc. Gas Service Replacement FY19 - REBID Bid Summary GRAND TOTAL……………………………………………………………………………………………………………………………………………… A: Base Bid (Items 01 through 11) B: Add Alternate (Items 12 through 22) B: Add Alternate Bid Engineer's Estimate Engineer's Estimate Daleo, Inc.ARB, Inc. A: Base Bid Bid Opening Date: ATTACHMENT D City of Palo Alto (ID # 10241) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Approve Permit and Citation System Contract Title: Approval of Contract No. C19171363 with Professional Account Management LLC, dba Duncan Solutions, in an Amount Not to Exceed $627,000 Over a Five-Year Term to Develop, Implement, Support and Maintain a Parking Permit and Citation Management System From: City Manager Lead Department: Transportation Recommendation: Staff recommends that City Council approve and authorize the City Manager to execute a five- year contract, C19171363 (Attachment A) with Professional Account Management LLC (dba Duncan Solutions) in the amount not to exceed $627,000 to develop, implement, support, and maintain a Parking Permit and Citation Management System for all of the City’s parking programs. Background: The City of Palo Alto has instituted an approach to manage parking that exempts select motorists from short-term parking restrictions in residential neighborhoods and the commercial cores (on- and off-street parking). There are 7,700 households within the five (5) Residential Preferential Parking (RPP) districts that are eligible to obtain parking permits. The businesses and/or employees that are located within some of the RPP districts and the Downtown and California commercial areas are eligible to obtain a limited number of permits. In 2018 the City issued approximately 10,000 parking permits in the seven (7) parking programs with variations between districts such as the number of vehicles per permit, fees, duration, renewal dates, eligibility, and limits. In addition, the City issued and processed approximately 49,000 citations for violations of the parking regulations. The issuance of parking permits and the issuance and processing of parking citations are City of Palo Alto Page 2 handled by a combination of City contractors and City staff and have evolved as permit parking programs have expanded. The processes need improved efficiency to keep up with the complexity of the program. Under the recommended contract, Duncan Solutions will build a custom parking permit and citation processing platform and provide support and maintenance of the system for a period of five years. The new platform converts an essentially manual system to a cloud-based program. Customers will be able to access the system at their convenience. The proposed management system is expected to provide for enhanced user security, complete and immediate information for the City, and collect data for auditing and reporting purposes. The City of Palo Alto’s Office of Transportation staff engaged the services of a consultant Dixon Resources Unlimited in May 2017 to facilitate the development of a comprehensive Request for Proposals (RFP) for a Parking Permit and Citation Management System. This process began with vendor demonstrations from the industry that helped to shape the requirements of the subsequent RFP. In February 2018, the City’s Purchasing Division released an RFP for the development, implementation, support, and maintenance of a Parking Permit and Citation Management System to enhance the customer experience for online permit and citation activity, streamline processes for parking programs and provide City staff with enhanced technology. Discussion: The City of Palo Alto operates a complex permit parking program servicing thousands of residents and businesses. The current permit and parking citation management system is manual and in need of an upgrade. The proposed contract will result in the development and implementation of an online portal providing a more effective service to the user and a more efficient system for City staff. The recommended consultant, Professional Account Management LLC (referred to herein as “Duncan Solutions”), will build and host the online permit sales and citation processing system and train City staff, who will be able to utilize the online tools to better serve customers. Duncan Solutions will also create an updated parking website for the City and provide upgraded parking citation handheld devices. The City conducted a Request for Proposals (RFP) process; the RFP was open for 33 days. The City received five responses to the RFP, from the following proposers: • Duncan Solutions • IPS Group City of Palo Alto Page 3 • Phoenix Group • Data Ticket • Passport Based on the written proposals, Duncan Solutions and Data Ticket were selected for the next phase of the evaluation process. On November 13, 2018, Duncan and Data Ticket each participated in a 2-hour oral interview with City staff, sharing their proposed solutions. Staff members from the Office of Transportation, Police Department, Information Technology Department, and Administrative Services Department participated in the oral interviews. The proposers also participated in an external stakeholder session, where they demonstrated how their system would operate in Palo Alto. That stakeholder session included local business owners and residents. Vendors were given two (2) hours to present their customer facing portals and answer questions from the stakeholders regarding the technological abilities. Based on the submitted proposals, oral interviews and external stakeholder sessions, the evaluation committee selected Duncan Solutions for commencement of contract negotiations. Key components of the portal to be created by Duncan Solutions and other requirements of the contract scope of services include: System Components: • Customer account creation, permit selection and permit purchase • Information and support for all permit programs including residential, daily and non- resident commuters • System availability on desktop and mobile devices • Website available in English, Spanish and Mandarin • Online appeal of parking citations and access to citation and documents • Support for permit waitlists and multiple waitlists Other Services: • Call center and email support for customers • Automatic permit renewal notifications sent to customers by mail and email • Support for both physical and virtual permits • Real-time reporting tool for ad-hoc reports Staff from Transportation, City Manager’s Office, Police Department and Administrative Services Department will work with Duncan Solutions to implement the system. Duncan Solutions will complete the requested services and deliver a base system within 90-120 days from the execution of the agreement. Parking program customization and release will be thoroughly analyzed by City staff and the system will be approved by all City departments before going live. City of Palo Alto Page 4 The timeline to complete and release the system for full implementation will be identified in the project plan to be submitted by Duncan Solutions for City review and approval after the execution of this agreement. During the phased rollout schedule, Duncan Solutions will train City staff on the system and provide ongoing support to staff. Surveillance Use Policy Implications: The Surveillance Use Policy is not applicable at this time as the new system will not collect any additional information from system users and the City is not deploying any license plate readers as part of this contract. Policy Implications: Implementation of the comprehensive permit and citation management system is consistent with the current Comprehensive Plan Goals: Policy T-5.2.1: Use technology to help identify parking availability and make it easy to pay any parking fees. Resource Impact: The proposed contract will be managed by staff from the Office of Transportation and Administrative Services Department. Transportation staff will benefit from the addition of the proposed Parking Manager to help implement this system in addition to the other activities associated with the ongoing operations of the existing RPPs and the evaluation of new RPPs. The Fiscal Year 2020 Proposed Operating Budget includes a request for a new Parking Manager position to assist with parking services. Under the proposed contract, the design and launch of the online permit sales will cost $99,000 during 2019 and approximately $132,000 per year for 2020 to 2023, based on the number of permits anticipated to be sold and citations processed. Duncan will pay for some items individually but most of the compensation will be on a per permit and per citation processed basis. There is sufficient budget in the 2019 Adopted Capital Budget for the Downtown Parking Management System Capital Project, CIP PL-16002 to cover these costs for 2019. No additional funding needed. In future years, staff will include the costs of ongoing maintenance of the system in the Office of Transportation operating budget. Timeline: Subject to Council approval, Duncan Solutions will begin work in the summer of 2019 and spend 3-4 months building the online portal. During this time frame, Duncan Solutions would also train City staff on how to use the back-end interface of the program. Staff anticipates being able to begin roll out in phases initially starting in August or September 2019. Full implementation is City of Palo Alto Page 5 expected to launch by June 2021. Environmental Review: The proposed action is a contract affecting how permits and citations will be processed and will not result in any physical changes to the environment. Thus, no review is required pursuant to the California Environmental Quality Act (CEQA). Attachments: Attachment A - C19171363 Permit Citation Management System Duncan Contract (PDF) CITY OF PALO ALTO CONTRACT NO. C19171363 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PROFESSIONAL ACCOUNT MANAGEMENT, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 20th day of May, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PROFESSIONAL ACCOUNT MANAGEMENT, LLC, a Wisconsin Limited Liability Company, located at 633 West Wisconsin Avenue, Suite 1600, Milwaukee, Wisconsin, 53203 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to develop, implement, support, and maintain a Parking Permit Management System to facilitate online permit sales and distribution for a variety of parking programs and a related Parking Citation Management System (“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. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through March 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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 Hundred Twenty Seven Thousand Dollars ($627,000.00). 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 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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. 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 Rebecca Smith as the Project Manager to have supervisory responsibility for the performance, progress, and DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF execution of the Services and Dean Viereck as Program Architecture Expert, Cynthia Jackson, as Regional Manager Western Region 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 Mark Hur, Planning and Community Environment Department, Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329- 2453. 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 attorney’s 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. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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, DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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 thirty (30) 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: DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF Duncan Solutions, Inc. Attn: Lynsay Miller 633 West Wisconsin Ave., Suite 1600 Milwaukee, WI 53203 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF CONTRACT No. S19171363 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 APPROVED AS TO FORM: CONSULTANT Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: EXHIBIT “F” INFORMATION PRIVACY POLICY VENDOR CYBERSECURITY TERMS & CONDITIONS DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF President Tim Wendler EXHIBIT “A” SCOPE OF SERVICES Project Description and Overview CITY is contracting with CONSULTANT to provide services for the development, implementation, support, and maintenance of a Parking Permit Management System to facilitate online permit sales and distribution for a variety of parking programs and a related Parking Citation Management System. The parking permit system will include an online user-interface which allows residents and non-resident commuter employees to register and validate their eligibility for permits, purchase permits and automatically renew them. The citation management system must allow customers to access and manage any citations under the same user account. CITY also desires to provide an improved parking website (currently: http://paloalto.parkingguide.com/) to provide access to a menu of transportation options, including parking and related program information. The website will serve as the portal to Palo Alto’s online parking experience for the permit and citation management systems and should provide all City-related parking information in a clear, easily navigated format. Both the Parking Permit Management and Citation systems and the parking website shall be designed to meet City of Palo Alto branding and marketing standards. CONSULTANT shall be responsible for provision and maintenance of a customer-facing portal for permits and citation payments, software for back-end management of permits and citations, hardware and software for citation issuance, the option for entry of manual citations and payment processing (lockbox) for mail-in payments, technical support for website customers by phone/email, permit fulfillment by mail, ongoing training for CITY, along with technical support and maintenance, reporting, Department of Motor Vehicles (DMV) inquiries, DMV hold processing, Franchise Tax Board (FTB) collections, and secondary collections. 1. PARKING PERMIT MANAGEMENT SYSTEM The Parking Permit Management System is the software and support solution that shall supply the CITY and CONSULTANT with joint access to all parking permit processing functions. CONSULTANT shall develop and provide a Parking Permit Management System with the functions outlined below. 1. Key requirements for the Parking Permit Management System a.Core functionality must include the option to inquire by permit number, account number, permit holder name, permit type, and location, at a minimum. b. Functionality must include the support of wait-lists, by permit type and location, and the ability to process payments and manage all permit types, amounts, and locations. c.Users shall have specific functionality access assigned by a designated software administrator. Software must support real-time access for multiple parties and must DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF be a web-based application, which utilizes Citrix XenAPP 7.8 to transmit and protect sensitive data. d. Software must limit permit availability by the type of user and by address. e.Consultant must validate documents to establish that a customer is eligible to purchase a permit. Residents must provide proof of residency (i.e. driver’s license, utility bill, lease, mortgage statement, etc.) in an RPP program area to become approved to purchase permits. Employers must provide their business registry number, and proof of business (i.e. utility bill, EIN, etc.) to become approved to purchase permits for their employees. f.System shall be capable of importing data from the Palo Alto Business Registry. g.Employees must provide a copy of their current photo identification (i.e. driver’s license/government photo identification card) and proof of employment location (i.e. paystub, W2, or letter from employer) to be approved to purchase employee parking permits. h. Employees intending to qualify for the reduced-price employee parking permits must also submit pay stubs or a W2 to prove qualification under hourly or annual wage thresholds. i.Automatically send permit renewal notices by mail and email. j.Ability to add additional permit types, as necessary (i.e. wide load permits, construction permits, special event permits, etc.). k. Ability to accept mail-in citation and permit payments (lockbox) to a Palo Alto mailing address. l.Technical support for CONSULTANT website and Interactive Voice Response (IVR) with English, Spanish, and Mandarin for citation and permit related FAQ’s and FAQ’s (If language is supported by the software). m.Client Service Management Support (CSM) support for technical issues with CONSULTANT website and IVR (response within two (2) business days. n. Provide multiple languages on the website (English, Spanish, and Chinese). o. Ability to accept mail-in permit payments (lockbox) at a Palo Alto mailing address. p. Software access, training, and support for third-party RPP enforcement vendor. q. System support for both physical and virtual permits. r.Support for printing of temporary barcoded permits. s.Processing and fulfillment of permits as an option available to the City. t.Permit stock as an option to be supplied by the CONSULTANT. u. Initial in-person training for City staff with bi-annual refresher training (no separate cost). v. Quarterly in-person meetings with City staff. w.Sandbox/test environment available ongoing for pre-release testing. 2. Parking Permit Management System Software Specifications The Parking Permit Management System software shall allow users to perform the following functions: a.Create new permit holder accounts. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF b. Correct, autofill, and standardize address entries. c.Validate permit program eligibility. d. Add customers to multiple wait lists and view wait-list positions. e.Accept payment for a wait-list position and later apply that payment to the permit. f.View permit applications and documents attached to permit applications. g.Enter new permits/approve permit requests. h. Process payment for permits. i.Process multiple permit purchases in one transaction. j.Inactivate and delete permits and accounts. k. Query by company name, account number, permit type, permit number, license plate, and address. l.Add notes to permit accounts. m.Print temporary permits. n. Print and email correspondence letters to permit holders. o. Assign permissions to access certain features based on user id. p. Review all user activity within the software. q. Run ad-hoc reports on all data fields. 3. Technical Support for Parking Permit Website CONSULTANT shall provide the following functions: a.Create a guide on how to purchase permits, which must be available on the website. b. Provide a call center for technical support for the CITY website. c.Calls must be accepted between the hours of 8:00 AM and 5:30 PM, PDT/PST, Monday through Friday, excluding federal holidays. d. Support must include System Software issues, System Hardware issues, feature related questions and reporting. An after-hours emergency support line must be available 24/7. e.Create and utilize custom email address for customer technical issues regarding the permit website. f.Emails shall be answered within two (2) business days. g.Complaints made by end customers regarding service received by the CONSULTANT must be logged and reported to CITY monthly. 2. PARKING CITATION MANAGEMENT SYSTEM The Parking Citation Management System is the software solution that will supply the CITY and its relevant vendors/contractors with joint access to all parking citation processing functions. CONSULTANT shall develop and provide a Parking Citation Management System with the functions outlined below. 1. Key requirements for the Parking Citation Management System DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF a.Core functionality must include: citation inquiry, entry, payment processing, appeal and hold processing, reporting, access to documentation and photos, and citation history. b. Users shall have specific functionality access assigned by a designated software administrator. Software must support real-time access for multiple parties and must be a web-based application which utilizes Citrix XenAPP 7.8 to transmit and protect sensitive data. c.Software must provide or support handheld citation issuance software to include all relevant fields including citation issuance, permit verification, photo capture, tire marking, global positioning system capture and citation printing. d. Assuming paid parking is implemented, paid parking enforcement will require additional enforcement devices and support of additional citation volume. e.Support the permit software and citation issuance software at no additional cost to the City for the entirety of the contract. f.All software should be customizable to CITY specifications including violations, fines and penalties, locations, custom notes, badge numbers, etc. g.Provide registered owner information for all violators including California and out-of- state motor vehicle registration inquiries. h. CONSULTANT will also be responsible for sending notice of citation to registered owners based upon the City’s direction regarding the frequency of notices and timeframes. i.CITY reserves the right to change its noticing frequency and timeframes with five (5) days’ notice to the CONSULTANT, at no additional cost to the City. j.Provide a comprehensive web-based software solution that integrates citation and permit related data and is accessible to both the CONSULTANT and CITY staff. k. Equipment for the issuance of citations including handheld devices and the option for vehicle-based license plate recognition to support timed parking, permits, and identification of other outstanding violations associated with the vehicle (scofflaws). l.DMV integration for access to California and out-of-state vehicle owners. m.Transfer of citation data and photos from enforcement devices to the Citation Management System software in real-time. n. Real-time access to California Department of Motor Vehicles for registered owner information and DMV registration holds and releases. o. Access to out-of-state registered owner names and addresses. p. Reminder notices for unpaid citations by mail. q. Delinquent notification to the lessee and/or secondary owner when delinquent and following the lien process under California state law. r.Report templates developed to the City’s specification that may be exported to Excel or PDF. s.Real-time reporting tool for ad-hoc reports. t.Technical support for CONSULTANT website and IVR with English, Chinese and Spanish. u. CSM support for technical issues with CONSULTANT website and IVR (response within two (2) business days). DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF v. Multiple languages on the website (English, Chinese and Spanish). w. Ability to accept mail-in citation payments (lockbox) to a Palo Alto mailing address (as an option for the City). x. Live customer service for City staff between the hours of 8:00 AM and 5:30 PM PDT/PST with emergency after-hours support 24/7. y. Interactive Voice Response (IVR) system that allows for citation inquiry and payment, pre-recorded prompts to answer frequently-asked questions and routing of calls to live operators. z. Secondary collection efforts to include skip-tracing, mailings, DMV holds and FTB processing. aa. Contractor and subcontractor provide a variety of web services that are available to various vendors servicing the parking industry. These API’s currently support payment and financial related information, citation inquiries and booting and towing data, which allow for integration with third parties systems bb. Initial in-person training for City staff with bi-annual refresher training (no additional cost). cc. Quarterly in-person meetings with City staff. dd. Sandbox/test environment available prior to award and ongoing for pre-release testing. ee. Data entry of citations (as an option for the City). ff. Appeal preparation to include initial processing for initial hearing reviews (as an option for the City). gg. Citation stock as an option to be supplied by the CONSULTANT. hh. The system must be able to accommodate any changes that occur due to California Assembly Bill No. 503 (i.e. allowing parking citation payment plans for indigent people) 2. Citation Management System Software Specifications The software shall allow users to perform the following functions: a. Entry form for manually issued citations. b. Query for citation data by citation number, license plate, name, and VIN. c. Pay or dismiss citations on one or multiple plates. d. Add notes to citations and plates. e. Attach documents to citation records. f. Place citations on hold to suspend penalty and notice activity. g. Print and email correspondence letters. h. Void citations with custom City void codes. i. Support for multiple vehicle owners. j. View a copy of a citation and photos taken during citation issuance. k. Assign permissions to access certain features based on user id. l. Review all user activity within the software. m. Run ad-hoc real-time reports on all data fields. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 3. Technical Support for Parking Citations Website/ Interactive Voice Response (IVR) CONSULTANT shall provide the following functions: a. Provide a call center for technical support of the CITY website and IVR. b. Calls must be accepted between the hours of 8:00 AM and 5:30 PM, PDT/PST (to match City of Palo Alto’s customer service center hours), Monday through Friday, excluding national holidays. c. Support must include System Software issues, System Hardware issues, feature related questions and reporting. An after-hours emergency support line must be available 24/7. d. Provide email support to customers for technical issues regarding the citation website and IVR. e. Emails shall be answered within two business days. f. Complaints made by end customers regarding service received by the CONSULTANT must be logged and reported to the City within 24 hours. 3. OVERVIEW OF CUSTOMER-FACING WEB PORTAL CITY desires a customer friendly parking website to provide access to parking and related program information. The parking website shall be “white label”, designed to meet CITY branding and marketing standards. It will serve as the portal to Palo Alto’s online parking experience and should provide all City-related parking information in a clear, easily navigated format. The website shall be integrated with the permit and citation management customer portals, as described in sections 2 and 3. The new parking website shall take all parking information from the City’s existing website http://paloalto.parkingguide.com and synthesize it so visitors can easily access information on parking facilities and permit sales. The website shall be built in a manner which is consistent with the CITY existing website’s look and feel but is expected to be hosted externally and function as the “one-stop shop” for all information related to traveling to Palo Alto. The parking website shall provide access to the functions outlined below: 1. Key requirements for the Customer-facing Web Portal a. Palo Alto residents should have easy access to all the RPP program information and be able to login to the permit system. b. links to the Palo Alto Transportation Management Association (TMA), and the transportation programs that it offers to employees in Palo Alto. c. Provide links or options to purchase transit tickets, reserve trips or to get more information. d. Website will contain FAQ information for non-resident commuters who elect to drive, so appropriate permits can be selected . DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF e. Customer should also be able to select to purchase a parking permit by creating an account and logging in to the permit system. f. All content for the website including, but not limited to, text, graphics, images, and maps will be the responsibility of the CONSULTANT to develop. g. CITY will review all proposed data content prior to development and release to the public. h. Website will be updated with correct/updated information, as required. i. Website must be viewable on multiple online browser platforms, including MS Explorer, Google Chrome, Apple Safari, and Firefox; j. Include automatic algorithms to detect the platform in which the user is viewing so content can be adjusted accordingly. k. Required platforms include desktop computers, laptops, mobile devices, and tablets. 2. Parking Permit and Citation Management System Web/Mobile Portal CONSULTANT portal must support the following functions at a minimum: a. Real-time integration with back-end database to enable inquiry, payment, and appeal for City-issued citations. b. Customer-friendly, easy-to-use web and mobile portal for end users that supports account creation, available in English, Spanish and Chinese. c. Parking citation inquiry by citation number. d. Payment plan quiry by payment plan number. e. Process payment of parking citation by credit card using Visa, Discover, MasterCard and American Express, debit card, PayPal. Apple Pay and Google Wallet are on our product development roadmap and will be provided to the City once product development has been completed. (convenience fee may be charged). f. Ability to hide customer name and address when an inquiry is performed. g. The appeal of parking citations with the ability to upload supporting documentation. h. Ability to view a copy of a citation and any related photos. i. Support for permit wait-lists online. j. Display appropriate permit type, based on the selection of account type (employee/resident/visitor) and address. k. Request placement on multiple wait-lists, with prioritization, maximum of three wait- lists per customer. l. Request a new permit with supporting documentation. m. View status of permit requests, including position on wait-list. n. Renew an existing permit. o. Remove from wait-list. p. Cancel permit. q. Process payment for a wait-list position. r. Process permit payment s. Account creation tying together citation and permit information. t. Support for multiple wait-lists (up to three) with prioritization. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF u. Acceptance of payment for wait-list, permit purchase and citation payment with the ability to upload supporting documentation. v. Ability to view current permits, wait-list status, and citation status. w. Appeal acceptance that supports upload of supporting documentation. x. The ability for customers to create, retrieve and update personal passwords. y. FAQs for citation payment, appeal, permit and waitlist features. 4. TECHNICAL SPECIFICATIONS CONSULTANT agrees that all data provided by users and staff shall be maintained in a secure manner and CONSULTANT shall prevent unauthorized parties from accessing, sharing, or using this data for private or public use without written consent from the CITY. If CITY selects a new contractor or system to replace the services under this Agreement, the CONSULTANT will promptly provide operational and data transfer support to transfer the records and data to CITY or CITY’s new contractor or system before the end of the term of this Agreement. CONSULTANT’s obligation to transfer CITY’s data and records shall survive the expiration or termination of the Agreement. 5. SYSTEM HARDWARE 1. Handheld Enforcement Devices CONSULTANT shall provide seven (7) handheld devices for parking enforcement. The following fields, at a minimum, must be captured during citation issuance by CONSULTANT’s enforcement software: a. Citation Number b. License plate c. State d. VIN or last four digits of VIN e. Violation Code and description (up to three) f. Location of violation, including program zone g. Issue Date h. Issue Time i. Officer ID j. Officer Signature k. Notes to print on citation l. Notes that are hidden from public m. Fine and penalty schedules n. Appeal and payment instructions o. Electronic marking p. Photos q. Ability to support pay-by-plate, pay-by-space, PARCs integration and mobile payment utilizing existing integrations DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 2. Vehicle-based License Plate Readers (AS AN OPTION FOR THE CITY) The use of vehicle-based license plate readers to support the issuance of citations shall be provided as an option to the CITY. Should the CITY elect to utilize LPR, a minimum of two (2) LPR systems will be required upon CITY’s initial request with the possibility of increasing that quantity during the term of the Agreement. The CONSULTANT shall provide detailed specifications of the LPR hardware and software as attachments at the request of the CITY. The LPR shall be capable of supporting the following at a minimum: a. Scofflaw identification b. Permit verification c. Time-based enforcement in color zones d. Future integration with paystations, PARCs, and pay-by-cell vendors CONSULTANT must supply hardware and software specifications for the proposed LPR solution. 6. Collections Work CONSULTANT shall provide collection effort reports, including but not limited to citations specified by the City. Collection efforts should include, at a minimum: a. Two (2) collection notices for all citations b. DMV holds for California registered owners c. FTB collections for California residents d. Skip-tracing e. Outbound phone calls 7. TECHNICAL REQUIREMENTS CITY requires a system that supports all the following: Web-based software with no PC installation required, which utilizes Citrix XenAPP 7.8 to transmit and protect sensitive data. a. Reporting format that exports to Excel and PDF formats. b. In-house software that is not Java-based. c. Sequential back-end database structure. d. CONTRACTOR will work with the City and its third-party vendors to utilize existing integrations. e. System downtown of less than 0.1% between the hours of 6:00 AM-11:00 PM, seven days per week. System uptime of 99.9%, at a minimum, is required. 8. SYSTEM AUDIT REPORTING DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF CONSULTANT shall provide standard and custom audit reports specified by the City, including at a minimum: a. Permits sold within a parking program or districts by type and length of permit. b. Permit revenue by parking program or district and type of revenue c. Resident permits, or full price employee permits, or reduced-price employee permits 1. Free permits 2. Annual permits 3. Semiannual permits 4. Quarterly permits 5. Monthly permits 6. Daily permits d. Guest permits, whatever e. Citation revenue by parking program or district and type of revenue and total number of citations paid f. Citations unpaid by parking program or district and the total number of citations issued 9. RESPONSE TIMES The following is an overview of acceptable customer response times. Failure to meet these response times will result in liquidated damages outlined in Section 10, Non-Performance. a. Technical issues - return call within four hours on business days for issues. b. Customer service response to City staff - within four hours on business days. c. Data entry of citations within two (2) business days of receipt. d. Payment processing within one (1) business day of receipt. e. Fulfillment of physical permit within two (2) business days of receipt of a completed and eligible application. f. Email response to end-customers within two (2) business days of receipt. 10. NON-PERFORMANCE The City reserves the right to recover liquidated damages of a specified sum, based upon the following schedule: Violation Amount Failure to meet the response timelines. $200.00 per day _____ Initial DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services as specified in EXHIBIT “A” SCOPE OF SERVICES as to be determined by CITY project manager so as to complete each of the requested services within 90-120 days from the date the contract is executed and the project plan has been approved. The time to complete each of the tasks identified in project plan 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. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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 rates in Exhibit C-1. The budget schedule below is an estimate of the amounts to be paid by year, however, the amount paid in any given year may vary, depending on the number of permits and citations processed. BUDGET SCHEDULE ESTIMATED AMOUNT Year 1 $99,000.00 Year 2 $132,000.00 Year 3 $132,000.00 Year 4 $132,000.00 Year 5 $132,000.00 Sub-total Basic Services $627,000.00 Reimbursable Expenses $0.00 (None) Total Basic Services and Reimbursable expenses $627,000.00 Maximum Total Compensation $627,000.00 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF EXHIBIT “C-1” SCHEDULE OF RATES CONSULTANT shall be paid per unit for processing services for the comprehensive permit and citation managements system. Table 1 below includes the payment rates per unit for the program including pre- defined pricing for implementation and management of the program. The compensation table shall remain fixed for term of the Agreement. Table Set 1 Compensation Terms Permit Management System Pricing Item Per Unit Estimated Annual Expense* Per-permit fee $1.00 $10,500.00 Per-renewal letter fee (sent by mail) $0.65 $3,412.50 Per-renewal letter fee (sent by email) $0.00 $0.00 Per-software license fee $0.00 $0.00 Per-permit convenience fee (for web/IVR purchases) $1.00 charged to customer Permits Solution subtotal $2.65 $13,912.50 Estimated cost per month $1,159.38 Optional service Item Per Unit Estimated Annual Expense* Per-permit fulfillment fee** $4.00 $42,000.00 Permit Solutions subtotal + Optional service subtotal $55,912.50 Estimated cost per month $4,659.38 *Estimate based on assumption of 10,500 permits issued and 50% of renewal letters are sent by mail. Actual expense may be more or less than this estimate, depending on the actual number of permits issued. **If requested by City, Consultant shall provide this service which includes Consultant: (1) scanning and indexing all paper applications, (2) reviewing and approving scanned applications based on City rules, and (3) reviewing and approving online applications based on City rules. Citation Management System Pricing Seven (7) handheld enforcement devices Item Per Unit Est. Annual Expense Per-citation fee (electronic or manual) $1.99 $21,492.00* Per-citation notice fee *Assume 75% $0.65 $5,265.00 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF Convenience fee for citation payment $1.00 charged to customer Per plate fee for out-of-state lookups (per plate) $0.98 $558.60 % of collections for secondary collection (non-FTB) efforts 25% of amount collected $24,825.00 FTB collections *Assumes 4% or approx. $54K 15% of amount collected $8,100.00 Per-software license fee $0.00 $0.00 Handheld citation stock (per citation) $0.09615 $1,017.65 Manual citation stock (per citation) $0.20 $43.20 Per handheld device (lease per month) $65.00 $5,460.00 Handhelds data plan *Assume $60.00 per month per handheld $60.00 $5,040.00 Citation Solution subtotal $71,801.45 Estimated cost per month $5,983.45 * Estimate based on assumption of 10,800 citations issued. Other estimates in this column are based on other assumptions, some of which may be noted. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF Professional Services Rev. April 27, 2018 1 Compensation Schedule (Estimated) Table 2 below includes the estimated annual payment compensation schedule for the program, based on assumed numbers of permits and citations issued, equipment utilized and other services provided. These are estimates only. Table 2 Compensation Schedule Est. Mont hly (round ed to neares t 1000) 2019 2020 2021 2022 2023 Mont hs Annu al Cost Mont hs Annua l Cost Mont hs Annua l Cost Mont hs Annua l Cost Mont hs Annua l Cost Permit Manage ment $5,00 0 9 $45,0 00 12 $60,0 00 12 $60,0 00 12 $60,0 00 12 $60,0 00 Citation Manage ment $6,00 0 9 $54,0 00 12 $72,0 00 12 $72,0 00 12 $72,0 00 12 $72,0 00 Annual Cost Estimates $11,0 00 9 $99,0 00 12 $132, 000 12 $132, 000 12 $132, 000 12 $132, 000 Total Cost Estimates $99,0 00 $231,000 $363,000 $495,000 $627,000 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF Professional Services Rev. April 27, 2018 2 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. 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. DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF Professional Services Rev. April 27, 2018 3 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 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY S The City persons i consisten §§ 6250 personal ordinary These m federal a including 1798.79. of these business federal a goals and Identifiab Informat third par “Protecte “Persona California reference PURPOSE The City pertainin collected services other in contracto collected regulatio Informat TATEMENT of Palo Alto in Palo Alto. nt with the p –6270, to (including, course and easures are and Californ g, without l 8(b), 1798.8 provisions d in a mann and Californ d objectives ble Informat tion of perso rty under co ed Critical ally Identify a Civil Code e. E y, acting in ng to person d by a variet provided by nformation ors. The City d by the Ci ons and pro tion is collect o (the “City” In promotin provisions of take appro without lim d scope of c generally o nia laws, th imitation, t 80(e), 1798. do not apply er which p ia laws. The , to ensure tion, Protect ons doing b ontract to th Infrastructu ying Informa e sections, its govern s who do bu y of means, y the City, p portals ma y is commit ity. The Cit ocedures, a ted, stored a Pa INFORMATI ”) strives to ng the qualit f the Califor opriate meas mitation, fin conducting t bserved by he City’s ru he provision 81.5, 1798.8 to local gov romotes the e objective o the ongoing ted Critical In usiness with he City to pr ure Informa ation” (coll referred to mental and usiness with including, w persons acce intained by tted to prot ty acknowle and industry and utilized age 1 of 8 ON PRIVACY o promote a ty of life of t nia Public R sures to saf nancial) info the City’s b federal, stat les and reg ns of Califo 82(e), 1798. vernment ag e privacy o of this Polic g protection nfrastructur h the City an rovide servic ation”, “Per ectively, th o above, an d proprietar or receive s without limit essing the C y the City’ tecting the p edges feder y best pra in complian POLICY Y POLICY and sustain these person ecords Act, feguard the ormation o business as te and local gulations, a ornia Civil C .83(e)(7), an gencies like t f personal cy is to desc of the Pers re Informatio nd receiving ces. The te rsonally Ide he “Informa nd are inco ry capacitie services from tation, from City’s websit s staff and privacy and al and Cali ctices are ce with app Y AND PROC Revised a superior q ns, it is the p California G security an f persons, a local gove l authorities nd industry Code §§ 179 nd 1798.92(c the City, the information cribe the Cit sonal Inform on and Perso g services fr rms “Person entifiable In ation”) are orporated in es, collects m the City. T m persons ap te, and pers d/or author security of fornia laws dedicated t licable laws. CEDURES 1‐6 : December quality of lif policy of the Government nd privacy o collected in ernment ag s and reflect y best prac 98.3(a), 179 c). Though s City will con , as reflecte ty’s data sec mation, Perso onally Identi om the City nal Informat nformation” defined in n this Polic the Inform he Informat pplying to re sons who a rized third‐ the Inform , policies, r to ensuring . 64/IT 2017 fe for e City, Code of the n the ency. ted in tices, 98.24, some nduct ed in curity onally ifying y or a tion,” and n the cy by ation ion is eceive ccess party ation rules, g the DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 EXHIBIT "E" DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 2 of 8 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 3 of 8 A. RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department‐specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐ Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud‐based’ software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 4 of 8 E. RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 5 of 8 C. METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU‐collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non‐metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non‐standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non‐City electronic portals at different intervals than with the standard monthly billing. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 6 of 8 Businesses and residents with such non‐standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City‐related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 7 of 8 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software‐as‐a‐Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Page 8 of 8 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. Recommended: __________________________________ ________________ Director Information Technology/CIO Date Approved: ___________________________________ _________________ City Manager Date DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 12/5/2017 12/13/2017 DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 1 of 3 EXHIBIT “F” VENDOR CYBERSECURITY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and PROFESSIONAL ACCOUNT MANAGEMENT, LLC (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 2 of 3 (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems, and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 3 of 3 practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF City of Palo Alto (ID # 10245) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Land Surveying Services Contract with BKF Engineers Title: Approval of Professional Services Contract Number C19174525 With BKF Engineers in the Amount of $158,560 for Land Surveying Services, Including $14,400 for Additional Services, for a Total Not-to-Exceed Amount of $172,960 From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council approve and authorize the City Manager or his designee, to execute the attached contract C19174525 (Attachment A) with BKF Engineers in a total not-to-exceed amount of $172,960 to provide land surveying services; including $158,560 for Basic Services and up to $14,400 for Additional Services. Background The Utilities Engineering Division Water, Gas, and Wastewater (WGW) performs in-house design for all pipe main replacement projects under the Capital Improvement Program (CIP). Since 2010, WGW Engineering has contracted with several land surveying companies to collect GPS survey points of existing above-ground features within the project areas for WGW pipe main replacement projects. This information is used to verify and correct the existing Utility GIS base map and obtain the elevations of existing underground utilities. An updated base map increases the accuracy of utility design drawings and avoids utility conflicts when installing new utilities. Discussion This surveying services contract will cover approximately 30,510 linear feet of various streets throughout the City over a period of 18 weeks. Topographic survey data will be collected within the entire width of the public right-of-way and on private properties. The GPS survey data collected will be used to update the Utility GIS base map within the project areas for Water Main Replacement Projects 27, 28, and 29; Gas Main Replacement Projects 23, 24, and City of Palo Alto Page 2 25; and Sanitary Sewer Rehabilitation Projects 30 and 31. This contract also covers 50 hours of surveying service for related additional services, as needed. On April 12, 2019, a request for proposals (RFP) for the Surveying Services FY20 was posted on PlanetBids through the City’s web portal and sent to 544 vendors. In addition, 18 local surveying companies not registered in PlanetBids were contacted and provided with the project bid information. Utilities Department received only one response. Staff reached out to companies that did not submit bids and received similar feedback indicating they were too busy with their existing workload and did not have any available resources. In the previous 2016 competitive solicitation for surveying services, the City did not receive any bids through PlanetBids. As a result, staff had to contact many local surveying companies. Only one company accepted the bid under the condition of scope reduction and additional time for completion. The proposed cost of $172,960 is 45 percent (45%) above the Engineering Division’s estimate of $119,035. The higher quote can be attributed to the thriving local construction market and high Bay Area labor costs. In addition, the estimate was based on the previous 2016 bid prices. Staff believes the submitted quote is reasonable for the scope of this project and market conditions. It is unlikely that re-scoping or rebidding the contract would result in significantly better bids. The time sensitivity of maintaining pipe replacement schedule for multiple WGW projects is also a key consideration. Staff reviewed the proposal for accuracy and completeness and evaluated the consultant based on qualifications, past performance of similar work, the ability to provide services, and proposed costs. BKF Engineers was deemed qualified to perform the work. BKF is one of the larger engineering and surveying companies with adequate resources to allocate staff to perform the work under this contract. Summary of Solicitation Process: Proposal Description/Number RFP #174625 Proposed Length of Project 18 weeks Number of Notices sent to Vendors via City’s eProcurement System (PlanetBids) 544 Number of RFP Packages Downloaded by Consultants 25 Total Days to Respond to Proposal 21 Number of Proposals Received 1 Company Name BKF ENGINEERS Address 1730 N. First Street, Suite 600, San Jose CA 95112 City of Palo Alto Page 3 Resource Impact Funding for the contract is available in the FY 2019 Water, Gas, Wastewater Utility GIS Data project (WS-02014). Policy Implications The approval of this contract is consistent with existing City policies including the Council approved 2018 Utilities Strategic Plan Strategic Objectives: Priority 3 Strategy 4 - "Implement technologies to improve response time, security and operational efficiency." Environmental Review Council’s approval of this term agreement for surveying services is categorically exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines 15301(c) (operation, repair, maintenance of existing facilities), thus no environmental review is required. Attachments: • Attachment A -BKF Engineers Contract C19174625 • Attachment B - Proposal Summary Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C19174625 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BKF ENGINEERS FOR PROFESSIONAL SERVICES This Agreement is entered into on this 24th day of June 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BKF ENGINEERS, a California Corporation, DIR #1000002096, located at 1730 N. First Street, Suite 600, San Jose CA 95112. ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to collect topographic survey data (“Project”) and desires to engage a consultant to prepare deliverables in the defined work 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 completion of the services in accordance with the Schedule of Performance attached at Exhibit “B” 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 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 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 One Hundred Fifty-Eight Thousand Five Hundred Sixty Dollars ($158,560.00). 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 Fourteen Thousand Four Hundred Dollars ($14,400). The applicable rates and schedule of payment are set out at Exhibit “C”, entitled “COMPENSATION,” 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”). 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 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 3 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. 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. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Benjamin Santos as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and Ben Santos 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 Oscar Fajardo, Utilities Department, Engineering Division, 1007 Elwell Ct Palo Alto, CA 94303, Telephone: (650) 566-4522. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 4 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”) 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 5 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 6 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 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 7 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 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 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 8 (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 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, signed by the authorized representatives of the parties and approved as required under the Palo Alto Municipal Code. 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 9 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 CONTRACT No. 19174625 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 BKF ENGINEERS City Manager By:_ Name: Davis Thresh Title: Principle/Vice President APPROVED AS TO FORM: Deputy City Attorney By: _ Name: Benjamin Santos Title: Project Manager Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 EXHIBIT "A"– SCOPE OF SERVICES Surveying Contract for FY 2020 General Scope: All survey data shall be collected by a California Licensed Land Surveyor. The surveyor is responsible to setup all control points needed to perform the survey work. The accuracy for all survey data shall be +/- 0.5 inches; with an exception of gas meter risers on private properties to be +/- 0.5 feet. All survey points shall be collected using the California State Plane Coordinate System – Zone 3 in units of feet. The horizontal datum shall be the North American Datum of 1983 (NAD83) and the vertical datum shall be based on Bestor 93 (Refer to “Bestor0663P0027.zip” file for benchmark information – available upon request). Use CPAU WGW Engineering’s "feature codes" for naming convention and refer to the feature capture-positions in the ‘Feature Codes and Feature Capture- Positions’ table at the end of this section. The Contractor shall submit the GPS data set collected during the first week after notice to proceed for the City to validate its accuracy. The completeness and accuracy of GPS survey data shall be verified by the City before the issuance of each payment to the contractor. When applicable, survey data shall be collected within the entire width of the street and on private properties to include all features identified in Feature Code Table. The extents of the survey area shall cover the full intersections to curb returns. The consultant shall obtain approval from business/home owners or occupants to access private properties for collecting required survey data. No additional compensation will be made for delays due to private property accessing issues. The Consultant shall provide necessary traffic control to meet the CPA Transportation Department’s standards. No additional compensation will be made for traffic control on major streets. The City of Palo Alto Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Agreement), which is on file with the Purchasing Division, is hereby incorporated by reference. Site and Traffic Control: All work shall be conducted in a safe manner and in strict accordance with the rules of the State Division of Industrial Safety (Cal. OSHA). The Contractor or Consultant shall take all reasonable precautions necessary to protect from personal injury all workers and other persons who may be in or about the work area and to prevent damage to both public and private property. Workers in the area shall wear orange safety vests and hard hats at all times. The Contractor or Consultant shall assume sole and complete responsibility for job site conditions during the course of this survey project, including safety of all persons and property; this requirement shall apply continuously and not be limited to normal working hours; and the DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Contractor or Consultant shall defend, indemnify and hold the City harmless from any and all liability, real or alleged, in connection with the performance of work on this project. Work on arterial and collector streets (including El Camino Real, San Antonio Avenue, Foothill Expressway, Sand Hill Road, Middlefield Road, Arastradero Road, Loma Verde Avenue, California Avenue, and Manuela Avenue) will not be permitted between the hours of 7 and 9 a.m. and 4 and 6 p.m. to avoid traffic congestion to the public (refer to California Road System Map for road functional classification). The Contractor or Consultant shall comply with the attached Manual on Uniform Traffic Control Devices rolling/mobile traffic control for short term work. Any work that is longer than 15 minutes at one particular spot should require a more specific traffic control plan to be submitted for City of Palo Alto Transportation Department’s review and approval. The above requirements are minimum and do not limit the Contractor or Consultant’s responsibility of doing all that is practical and necessary to ensure the safety of workers, pedestrians, bicyclists, and motorists. Data to be Collected by Contractor/Consultant: Collect horizontal and vertical data for: 1. Sanitary sewer manholes (lid center, depth, and invert elevations with in/out directions relative to magnetic north) 2. Storm drain manholes and catch basins (lid center, depth, and invert elevations with in/out directions relative to magnetic north) 3. Gas and water valves (cover and stem elevations) 4. Street surface along the crown of the pavement (i.e. along the approximate center line of the street width) at grade breaks and every 50’ maximum Collect horizontal data for: (collect data at center of manholes/lids/boxes, unless otherwise noted) 1. Electrical manholes and boxes 2. Fiber optic manholes and boxes 3. Telephone manholes and boxes 4. Fire hydrants 5. Anode boxes 6. Air relieve valves 7. Water and gas meters 8. Sanitary sewer cleanout boxes 9. Gas meter risers (at ground penetration) 10. Monuments 11. Front and back of sidewalk, face of curb, lip of gutter, and edge of pavement on both sides of the street. For linear alignment, collect data at both ends of the block. For non-linear alignment, collect data at every turning point. Deliverables: Contractor or Consultant shall submit survey data in coordinate text files (PNEZD) of survey points for all new utility features in .csv format, including feature code of each point in the spreadsheet. Survey data should be submitted monthly with each partial payment request in DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 accordance with Section 5, Invoices. Payment will be made on the percentage of total project completed, submitted and accepted. Contractor or Consultant shall submit data for the defined work areas listed below in the table titled - “Base Bid” in accordance with the schedule shown in Exhibit “B”. Measurement and Payment: The lump sum or hourly price shall include all work necessary to complete the survey work per this Scope of Work. The price set forth in Exhibit “C”- Compensation shall be full compensation of the work, inclusive of materials, labor, equipment, traffic control, parking permits (if required), travel time, notifications to customers, setting up control points, locating road and utility features, surveying, data processing, administrative work, and all other incidentals, required by this Agreement. The Contractor or Consultant shall only submit progress payment invoice based on the work completed, delivered, and accepted by the City. This is a prevailing wage project. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Exhibit “A” - Base Bid Defined Work Areas PRIORITY Street From To Approx. Length (feet) GROUP 1 Patricia Lane Hamilton Ave Edgewood Drive 950 Jackson Drive Hamilton Ave Edgewood Drive 1080 Dinan's Ct El Camino Real End 400 Tippawingo St Josina Ave Julie Ct Chimalus Dr Matadero Ave Matadero Ave Matadero Ave Barron Ave End 320 1520 150 Emma Ct Matadero Ave End 150 La Mata Way Matadero Ave Matadero Ave Laguna Ct End El Camino Real 350 2850 Harvard St Cornell St Park Blvd ERSTWILD CT College Ave Stanford Ave California Ave Walter Hays Dr California Ave California Ave Sheridan Ave End 660 1360 980 450 Grant Ave Ash St Park Blvd 820 Simkins Ct Higgins Place Colorado Ave Colorado Ave Simkins Ct Higgins Place 380 330 E Bayshore Rd Laura Lane Geng Rd 2350 Walter Hays Dr Stanley Way Walter Hays Dr 800 Stanley Way Walter Hays Dr Walnut Drive 800 Jordan Place Stanley Way Jordan Place 240 Guinda St Palo Alto Ave Forest Ave 1700 Middlefield Rd Edgewood Dr University Ave Rhodes Dr Hamilton Ave Greer Rd 480 1090 Otterson Ct Colorado Ave End 300 Coastland Dr Marion Ave Rosewood Dr Christine Dr Moreno Ave Middlefield Rd Moreno Ave Middlefield Rd End Coastland Dr Ross Rd Ross Rd 1400 840 1120 1550 Towle Way Middlefield Rd End 800 Wellsbury Way Middlefield Rd Towle Way 1150 Wellsbury Ct Wellsbury Way End 150 Louis Rd Park Blvd Loma Verde Ave Mariposa Ave Ames Ave California Ave GROUP 1 TOTAL (LF) 620 2370 30,510 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 4298 Wilkie Way (Collect Survey data along alignment shown on wilkie way) DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Feature Codes and Feature Capture-Positions Feature Description Feature Code Feature Capture-Position SURVEY REFERENCE POINT Benchmark BM Back Site Point BSPT ROAD FEATURES Back of Curb BOC Back of curb Back of Rolling Curb BORC Back of rolling curb Bridge, Edge BREDGE Edges of bridge outline Back of Sidewalk BSW End pts. on straight alignment & every turning pt. Back of Valley Gutter BVG At flow line Crown of Street CROWN End pts. on straight alignment & every turning pt. Ditch DITCH At flow line Driveway DWY Edge of driveway both sides Edge of Pavement EOP Both ends of the block and every turning pt. Fence FENCE End pts. on straight alignment & every turning pt. Flow Line FL End pts. on straight alignment & every turning pt. Face of curb FOC End pts. on straight alignment & every turning pt. Lip of Gutter LOG End pts. on straight alignment & every turning pt. Loop Detector LOOPDE As needed Street Monument MONSTR Center of lid/cover Swale at Flow Line SWALE As needed Traffic Speed Control TRSPCN As needed Traffic Speed Donut TRSPDON As needed Street Turn Around TURNARO As needed Guard Rail GUARDR As needed Parking Lot PARKING Edges of parking lot Speed Bumps SPEEDB As needed BUILDING Building BLDG Building corners WATER Air Relief Valve WTARV Center of valve Detector Check Valve WTDCV Center of valve Fire Hydrant WTFH Center of hydrant at ground elevation Water Main WMAIN End pts. on straight alignment & every turning pt. Water Main Tapping Tee WTTEE Service connection point to main Water Service WTSVC End pts. on straight alignment & every turning pt. Water Valve - Main WTVMAIN Center of lid/cover Water Valve - Service WTVSVC Center of lid/cover Water Valve - Fire Hydrant WTVFH Center of lid/cover Water Valve - Blow-Off WTVBO Center of lid/cover Water Meter WTM Center of meter GAS Existing Anode Box ANOBOX Center of lid/cover Gas Meter GM Center of meter DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Gas Meter Curb GMCURB Center of valve Gas Riser GRISER Front of riser perpendicular to main Gas Main GMAIN End pts. on straight alignment & every turning pt. Gas Main Tapping Tee GTEE Service connection point to main Gas Service GSVC End pts. on straight alignment & every turning pt. Gas Valve - Main GVMAIN Center of lid/cover Gas Valve - Service GVSVC Center of lid/cover Feature Description Feature Code Feature Capture-Position WASTEWATER Wastewater Main WWMAIN End pts. on straight alignment & every turning pt. Wastewater Main Tapping Tee WWTEE Lateral connection point to main Wastewater Lateral WWLAT End pts. on straight alignment & every turning pt. Wastewater Clean Out WWCO Center of lid/cover Wastewater Flushing Inlet WWFI Center of lid/cover Wastewater Lamp Hole WWLH Center of lid/cover Wastewater Manhole WWMH Center of lid/cover ELECTRIC Electrical Vault 1,2,3,4 Lids ELVLT Center of vault Electrical Manhole EMH Center of lid/cover Fiber Optic Manhole FMH Center of lid/cover Fiber Optic Vault FVAULT Center of vault Telephone MH TELMH Center of lid/cover Telephone Vault TELVAULT Center of vault STORM DRAIN Box Culvert BOXCLV Center line Catch Basin CB Center of grate SD Headwall SDHW As needed SD Inlet SDIN As needed SD Manhole SDMH Center of lid/cover DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Weeks From NTP 1. Data for defined work areas in “Base Bid” 18 Weeks 2. Data for any Additional Services authorized by City under Section 4 to this Agreement (“Additional Survey Work”) 1 Week DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 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 included below 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 - Basic Services $158,560 (Data for defined work areas in “Base Bid”) Sub-total Basic Services $158,560 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $158,560 Additional Services (Not to Exceed) $14,400 Maximum Total Compensation (All applicable taxes shall be included) $172,960 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. 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 below. 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Additional Survey Work, if authorized: Bid Item Unit Qty. Description Unit Cost Optional Hour Up to 50 Per Hour Bid for a two-men survey crew for additional survey work on an as-needed basis $ 288 per Hour Total Cost for Additional Survey Work not to exceed: $ 14,400 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 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 BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 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 DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 EXHIBIT “E” DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONSULTANT 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: 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, CONSULTANT and its listed subcontractors, in connection with the Project. 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 CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONSULTANT 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. If the certified payroll records are not produced to the project manager within the 10-day period, then CONSULTANT 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 CONSULTANT. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Professional Services Rev. April 27, 2018 CONSULTANT shall inform the project manager of the location of CONSULTANT’s and its listed subcontractors’, if any, 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. DocuSign Envelope ID: 000C1082-88B2-4C70-B716-22A8BE12DC75 Bid Item Unit Qty.Description Unit Total Item Unit Total Item 1 Lump Sum 1 Per Lump Sum Bid for survey work in defined work areas (approx. 30,510 linear feet of streets)$106,785 $106,785 $158,560 $158,560 TOTAL $106,785 TOTAL $158,560 Bid Item Unit Qty.Description Unit Price Total Item Price Unit Price Total Item Price Option Hour 50 Per Hour Bid for a two-men survey crew for additional survey work on an as-needed basis $250 $12,250 $288 $14,400 TOTAL $12,250 TOTAL $14,400 Grand Total (Section “A” + Section “B”): $119,035 $172,960 SURVEYING SERVICES CONTRACT RFP 174625 Bid Opening Date : May 3, 2019PROPOSAL SUMMARY : Section “A” – Base Bid (Defined Work Areas) - Prevailing Wages Apply Engineer's Estimate BKF Engineers Section “B” – Additional Survey Work Attachment B ID# 10245 TO: FROM: DATE: CI TY OF PALO ALTO HONORABLE CITY COUNCIL DEAN BATCHELOR, DIRECTOR OF UTILITIES JUNE 24, 2019 6 SUBJECT: AGENDA ITEM NUMBER 6 -Approval of Professional Services Contract Number C19174525 With BKF Engineers in the Amount of $158,560 for Land Surveying Services, Including $14,400 for Additional Services, for a Total Not-to-Exceed Amount of $172,960 The contract number C19174625 was inadvertently typed as C19174525. ~ Dean Batchelor Director of Utilities Department Ed Shikada City Manager 1 of 1 City of Palo Alto (ID # 10326) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Adoption of MOA for UMPAPA Title: Approval of a new Memorandum of Agreement Between the City of Palo Alto and Utilities Management Professional Association of Palo Alto (UMPAPA) From: City Manager Lead Department: Human Resources Recommendation Staff recommends that Council adopt a new Memorandum of Agreement (MOA) and salary schedule between the City of Palo Alto and Utilities Management and Professional Association of Palo Alto (UMPAPA) effective July 1, 2019 and expiring June 30, 2020. Background As a local public agency, the City of Palo Alto is required under California State law to meet and confer in good faith with its recognized labor organizations to reach agreements regarding wages, hours and other terms and conditions of employment[1]. The City’s negotiators met with labor representatives in good faith and successfully reached a tentative agreement through June 30, 2020. The proposed Memoranda of Agreement is attached as an exhibit. Discussion The Utilities Management and Professional Association of Palo Alto (UMPAPA) formally petitioned for recognition as an employee association in November of 2009. Since that time, the City and UMPAPA bargained intermittently to negotiate an inaugural Memorandum of Agreement. The parties were not successful in reaching a mutual agreement until December 2018, when UMPAPA’s first MOA was ratified by its membership and adopted by Council. Due [1] The Meyers-Milias Brown Act (MMBA), adopted in 1968 as Government Code 3500, establishes the legal framework under which the public agency and labor organizations are required to meet and confer in good faith. As defined in the MMBA, the Memoranda of Agreement is a legally binding contract between the parties. City of Palo Alto Page 2 to the lengthy negotiations leading up to the agreement, the MOA established in December 2018 is already due to expire on June 30, 2019. In anticipation of this expiration, the City and UMPAPA agreed to meet and subsequently reached a tentative agreement for an additional one-year MOA. The MOA provides a 3% across-the-board salary increase, with no other significant changes to the contract terms and working conditions. The tentative one-year agreement has been ratified by the UMPAPA members and is now presented to Council for adoption. The contract term is July 1, 2019 through June 30, 2020. Policy Implications This contract is consistent with the City’s Guiding Labor Principles adopted by Council. Environmental Review Council adoption of MOA affecting the wages, hours and working conditions of City employees is not a project under the California Environmental Quality Act (CEQA). Resource Impact The total cost of this one-year agreement is anticipated to be $326,000 across the various Utility Enterprise Funds, including the Electric Fund, the Gas Fund, the Water Fund, the Wastewater Collection Fund, and the Fiber Fund. As part of the forecast assumptions for FY 2020, a general wage increase of 2.0% was included in the FY 2020 Proposed Budget for this bargaining unit. The marginal cost of this memorandum of agreement is anticipated to be $94,000. It is anticipated that sufficient funding will be available in the Utilities Enterprise Funds in FY 2020 for the terms of this contract; therefore, no budgetary action is recommended at this time. The costs detailed above include City Council’s direction to proactively contribute to the City’s long-term pension liability, and include a discount rate of 6.2% to calculate the Normal Cost of pension contributions. Attachments: • UMPAPA MOA Redline • UMPAPA Salary Schedule 2019-2020 0 CITY OF PALO ALTO Memorandum of Agreement City of Palo Alto and Utilities Management and Professional Association of Palo Alto Effective dates: July 1, 2019 – June 30, 2020 Deleted: December Deleted: 0 Deleted: 18 Deleted: 19 Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 1 Deleted: December 10 Deleted: 18 Deleted: 19Contents PREAMBLE .................................................................................................................................. 3 ARTICLE I – RECOGNITION .................................................................................................. 3 ARTICLE II – NO DISCRIMINATION .................................................................................... 3 ARTICLE III – PAYROLL DUES DEDUCTION .................................................................... 3 ARTICLE IV – WORK STOPPAGE AND LOCKOUTS ........................................................ 3 ARTICLE V – CITY RIGHT TO MANAGE ............................................................................ 3 ARTICLE VI – COMPENSATION ............................................................................................ 4 Section 1 – Job Families and Salary Schedule ............................................................................ 4 Section 2 – Base Salary Increases ............................................................................................... 4 Section 3 – Market Based Adjustments ...................................................................................... 4 ARTICLE VII – HEALTH BENEFITS ..................................................................................... 5 Section 1 – Group Insurance ....................................................................................................... 5 Article VIII – DEFERRED COMPENSATION MATCH ........................................................ 8 ARTICLE IX – LEAVES ............................................................................................................. 9 Section 1 – Sick Leave ................................................................................................................ 9 Section 2 – Management Annual Leave ..................................................................................... 9 Section 3 – Vacation ................................................................................................................. 10 Section 4 – Bereavement .......................................................................................................... 11 Section 5 – All Other Leaves .................................................................................................... 11 Section 6 – Vacation Benefits for Deceased Employees .......................................................... 11 Section 7 – Voluntary Leave Program ...................................................................................... 11 ARTICLE X – WORKERS’ COMPENSATION .................................................................... 11 Section 1 – Employees unable to work due to occupational injury, illness or disease ............. 11 Section 2 – Temporary Disability ............................................................................................. 11 ARTICLE XI – RETIREMENT PENSION ............................................................................. 12 ARTICLE XII – MISCELLANEOUS ...................................................................................... 13 Section 1 – Reimbursement for Relocation Expense ................................................................ 13 Section 2 – Meal allowance ...................................................................................................... 13 Section 3 – Reduction in Workforce ......................................................................................... 13 Section 4 - Contracting Out ...................................................................................................... 13 Section 5- Association Security ................................................................................................ 14 Section 6- Notification to the Association ................................................................................ 14 Section 7- Association Representative Access to Work Locations .......................................... 14 Deleted: 8 Deleted: 9 Deleted: 10 Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 2 Deleted: December 10 Deleted: 18 Deleted: 19Section 8- Release Time ........................................................................................................... 15 Section 9- Personnel Files ......................................................................................................... 15 ARTICLE XIII – GRIEVANCE PROCEDURE ..................................................................... 15 Section 1 - General Provisions .................................................................................................. 15 Section 2 – Definitions.............................................................................................................. 15 Section 3 - Conduct of Grievance Procedure ............................................................................ 15 Section 4 - Grievance and Appeal Procedure ........................................................................... 16 ARTICLE XIV – FULL UNDERSTANDING ......................................................................... 17 Section 1 – Full Understanding................................................................................................. 17 Section 2 – Severability ............................................................................................................ 17 Section 3 – Good Faith ............................................................................................................. 17 Section 4 – Mid-Contract Negotiations .................................................................................... 17 Section 5 – Merit System .......................................................................................................... 18 ARTICLE XV-DURATION ...................................................................................................... 18 Deleted: 14 Deleted: 17 Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 3 Deleted: December 10 Deleted: 18 Deleted: 19PREAMBLE This memorandum of Agreement between the City of Palo Alto, hereinafter referred to as the “City”, and the Utilities Management and Professional Association of Palo Alto (UMPAPA), hereinafter referred to as the “Association” or “UMPAPA”, has been prepared and entered into in accordance with Title I, Division 4, Sections Chapter 10, 3500-3510 of the California government Code and Chapter 12 of the City of Palo Alto Merit System Rules and Regulations. ARTICLE I – RECOGNITION The City recognizes the Association as the exclusive representative of employees occupying positions in the bargaining unit certified by the City in accordance with the decision of Arbitrator Kagel dated April 13, 2011. ARTICLE II – NO DISCRIMINATION The Association and the City hereby agree that there shall be no discrimination because of race, color, age, handicap, sex, national origin, sexual or gender orientation, political or religious affiliation under this Agreement. There shall be no discrimination in employment conditions or treatment of employees on the basis of membership or non-membership in the Association, or participation in the lawful activities of the Association. ARTICLE III – PAYROLL DUES DEDUCTION The City shall deduct Association member dues, and any other mutually agreed upon payroll deduction from the bi-weekly pay of bargaining unit employees. The dues deduction must be authorized in writing by the employee on an authorization form acceptable to the City and to the Association. City shall remit the deducted dues to the Association as soon as possible after deduction. ARTICLE IV – WORK STOPPAGE AND LOCKOUTS The Association, its representatives or members shall not engage in or cause, instigate, encourage, sanction or condone a work stoppage or sympathy work stoppage, withholding of services, leave of absence abuse or work slowdown of any kind against the City of Palo Alto or its citizens by its members during the term of this MOA. No Association member shall refuse to cross any picket line in the conduct of the Utility business, nor shall the Association, its representatives or members discriminate in any way towards anyone who refuses to participate in a work stoppage or any of the job actions cited above. The City agrees that it will not lock out Association members. ARTICLE V – CITY RIGHT TO MANAGE The City retains and reserves, without limitation, all powers, rights, authority, duties, and responsibilities to manage the City as stated in the City Merit Rules, Chapter 12, Section 1207(d). Nothing in this Agreement is to be interpreted as constituting a waiver of the City’s rights and responsibilities to manage the City and create and maintain programs and services that reflect its public's wishes. The intent of this MOA is to establish wages, working hours, and conditions of Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 4 Deleted: December 10 Deleted: 18 Deleted: 19employment with the Association. ARTICLE VI – Compensation Section 1 – Job Families and Salary Schedule Effective the first full pay period following adoption of this Memorandum by Council, all salaries of covered classifications shall be as listed in Appendix A. Appendix A shall clearly outline benchmark classifications for future total compensation surveys and for the purposes of internal alignment of the Association job families and career paths. The parties agree to continue a jointly-staffed benchmark committee. All recommendations or research conducted by the committee will be included in the next bargaining process. Section 2 – Base Salary Increases Effective the first full pay period following adoption of this Memorandum by Council, the salary schedule in Appendix A will be increased by three (3%) percent for all positions except those positions listed in Appendix A as aligned to the Management and Professional group. The methodology for implementing these increases will be to: a) Increase the salary range of the benchmarked positions within each job family by the above listed base salary increase of three (3%) percent; then b) Adjust the salary range of the linked positions within each job family based on their differential from the benchmarked position. c) Each individual’s base salary will be increased by the same percentage that was applied to their position’s salary range in a) or b) above. d) If an individual’s salary would be reduced based on the implementation of the new salary schedule, then that employee will remain at their current salary until a time when the listed salary is equal to their current pay. Should the City of Palo Alto Management and Professional group receive an increase to base salary during the term of this Agreement, those positions listed in Appendix A as aligned to the Management and Professional group will receive the same increase to base salary afforded to the corresponding positions. This increase to UMPAPA positions would be effective on the same date of the increases to the Management and Professional group. Section 3 – Market Based Adjustments The City will conduct a total compensation study based on the following twelve (12) Cities: Alameda Anaheim Burbank Daly City Hayward Long Beach Mountain View Redwood City Roseville San Jose Santa Clara Sunnyvale Deleted: If in the process of implementing the new job families and salary schedule any individual employee’s salary would be reduced, that employee will remain at their current salary until a time when the salary listed in Appendix A is equal to their current salary. The employee will then receive all future increases as negotiated and consistent with Appendix A. ¶ Deleted: ¶ Deleted: During the term of this agreement, t Deleted: establish Deleted: to continue ongoing discussing regarding Job families, survey entities and other appropriate factors related to Association salaries and total compensation Deleted: a Deleted: 3 Deleted: twelve Deleted: 12 Deleted: i Deleted: , Deleted: and then a Deleted: Deleted: as the percentage increase of the current maximum to the new maximum. Deleted: ¶ Deleted: sixteen Deleted: 16 Deleted: Berkeley Deleted: Fremont Deleted: San Mateo Deleted: South San Francisco Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 5 Deleted: December 10 Deleted: 18 Deleted: 19The City’s total compensation study will include a geographic adjustment for cities which are outside of the immediate region. Those cities receiving a geographic adjustment are: Anaheim, Burbank, Long Beach, and Roseville. For the purposes of recruiting and retaining employees within the Utility market place, the parties will add to the survey universe data from Pacific Gas and Electric (PG&E) Bay Area region where data can be found. For the term of this agreement, where PG&E data cannot be verified or acquired the parties agree to include an above-median comparator for the purposes of determining benchmarks. The City’s survey is intended to provide a single source of information regarding compensation paid to bargaining unit employees and its comparison to compensation paid by other entities. The survey data does not obligate the City or the Association to propose or agree to any market based adjustments. ARTICLE VII – HEALTH BENEFITS Section 1 – Group Insurance a) Effective Date of Coverage For newly-hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, long term disability and life insurance plans if these benefits are elected. Effective on the first of the calendar month falling sixty (60) days after adoption of this MOA, City health premium contributions (medical, dental and vision) will be prorated for part-time employees based on the number of hours per week the part-time employee is assigned to work. Until that time, part-time employees will remain subject to the practice in effect at adoption of this MOA. b) Active Employee Health Coverage During the term of this MOA, the maximum City contribution towards medical premiums for eligible full time employees per employee category shall be up to a maximum of the following for any plan: Medical Premium Category Maximum City Contribution Effective Jan 1, 2019 Maximum City Contribution Effective Jan 1, 2020 EE only $840 $840 EE plus one $1680 $1680 EE plus family $2180 $2180 For the duration of this MOA if the PEHMCA Minimum charges increase they will be included in the City’s maximum contribution and will not result in an increase to the City’s maximum contribution rates. c) Coverage for Domestic Partners. 1. Domestic Partnership Registered with the California Secretary of State: Employees may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State. Formatted Table Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 6 Deleted: December 10 Deleted: 18 Deleted: 192. Domestic Partner Not Registered with the California Secretary of State:; Domestic partners who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership , and are registered with the Human Resources Department, will be eligible for a stipend of two hundred and eighty four dollars ($284) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for reimbursement. d) Alternative Medical Benefit Program If a regular employee and/or the employee’s dependent(s) are eligible for medical insurance through another employer-sponsored or association medical plan, the employee may opt for alternative medical insurance coverage through the other employer-sponsored or association plan and waives his/her right to the City of Palo Alto’s medical insurance coverage for same individuals. Employees waiving City coverage may receive a stipend of $284 per month. e) Retiree Health Plan a. Employees Hired Prior to January 1, 2004 Monthly City-paid premium contributions for a retiree-selected health plan through the CalPERS Health Benefits Program will be made as provided under the Public Employees' Medical and Hospital Care Act. The City's contribution for an employee hired before January 1, 2004 and whose retirement date is on or after May 1, 2011 shall be the same contribution amount it makes from time to time for active City employees. b. Post - 1/1/04 Hires Government Code section 22893 applies to those Unit members hired after January I, 2004, and provides that, upon retirement from the City an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five of those years were performed at the City of Palo Alto. After ten years of service credit, each additional service credit year increases the employer contribution percentage by 5% until, at twenty (20) years' service credit; the employee will be eligible upon retirement for 100% of the specified employer contribution and 90% of the contribution for their dependent coverage. The City of Palo Alto's health premium contribution for eligible post - 1/1/04 hires shall be the minimum contribution set by PERS under section Government Code section 22893. c. For employees hired prior to January 1, 2004 who wish to opt in to Government code section 22893. The City will offer a 90 calendar day period following adoption of this agreement by Council, in which employees hired prior to January 1, 2004 will have the opportunity to opt in to Government code section 22893. f) Dental Plan 1. The City shall pay covered plan charges on behalf of all eligible employees and dependents. Dependents include eligible domestic partners as defined in Section 1 subsection c of this Article VII, Health Benefits. 2. The City’s Dental Plan provides the following: Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 7 Deleted: December 10 Deleted: 18 Deleted: 19a. Maximum Benefits per Calendar Year- $2,000 per person b. Lifetime Maximum for Orthodontics- The City will pay up to $2,000.00 for orthodontia coverage (not included in annual dental maximum) c. Major Dental Services 50% UCR* d. Orthodontics 50% UCR* e. Basic Benefits (All other covered services) i) First Calendar Year of Eligibility 70% UCR* ii) Subsequent Calendar Years 70%-100% iii) *Usual, Customary, and Reasonable iv) For each dental plan member, the percentage of coverage for basic benefits will begin at 70% for the first calendar year of coverage and increase by 10% (up to a maximum of 100%) effective the first day of the next calendar year as long as the member utilizes the plan at least once during the current year. Per the Delta Dental contract effective October 1, 2005, if the member does not use the plan during the current year, the percentage of coverage for the next calendar year shall remain unchanged from the current year. v) If a dental plan member loses coverage under the plan, the applicable percentage of coverage for basic benefits provided during any future period of coverage will commence at 70% as if the dental plan member was a new enrollee. Examples of when a member might lose coverage under the plan include: • Employee goes on an unpaid leave of absence and elects not to pay the required dental premiums for his/her family’s coverage during the leave. • Employee elects to drop one or more covered dependents from the plan during an open enrollment period so that they might be covered on a spouse’s non-City of Palo Alto dental plan. g) Vision Care 1. The City shall provide vision care coverage for employee and dependents. Coverage is administered by Vision Service Plan (VSP). The plan will provide an exam every 12 months; lenses every 24 months; frames every 24 months, all subject to a twenty dollar ($20) co- payment as defined in the Vision Services Benefits Plan A schedule. 2. Dependents include eligible domestic partners as defined in Section 1, Subsection c of this Article VII, Health Benefits. h) No dual coverage for dental and vision benefits. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 8 Deleted: December 10 Deleted: 18 Deleted: 19shall only be covered once. (as an individual or as a spouse of the other City employees, but not both) and dependent children, if any, shall be covered by only one spouse. i) Basic Life Insurance The City shall provide a basic group term life insurance with Accidental Death and Dismemberment (AD&D) coverage, in an amount equal to the employee's annual basic pay (rounded to the next highest $1,000) at no-cost to the employee. AD&D pays an additional amount equal to the employee’s annual basic pay (rounded to the next highest $1,000). j) Supplemental Life And AD&D Insurance An employee may, at his/her cost, purchase additional life insurance and additional AD&D coverage equal to one- or two-times his or her annual salary. The maximum amount of life insurance available to the employee is up to $325,000 and the maximum amount of AD&D coverage available is up to $325,000. k) Long Term Disability Insurance The City shall provide long term disability (LTD) insurance with a benefit of 2/3 monthly salary, up to a maximum benefit of ten thousand dollars ($10,000) per month. The LTD plan will have a waiting period of sixty days, as provided by the applicable carrier agreement. The City shall pay the premium for the first six thousand dollars ($6,000) of base monthly salary. For employees whose base monthly salary exceeds six thousand dollars ($6,000), the employee shall pay the cost of the required premium based upon their monthly salary between six thousand dollars ($6,000) and fifteen thousand dollars ($15,000). l) Employee Assistance Plan The Employee Assistance Plan (EAP) provides employees with confidential personal counseling, work and family related issues, eldercare, substance abuse, etc. In addition, EAP programs provide a valuable tool for supervisors to refer troubled employees to professional outside help. This service staffed by experienced clinicians is available to employees and their dependents by calling a toll-free phone line twenty-four (24) hours a day, seven days a week. Guidance is also available online. Article VIII – Deferred Compensation Match Effective January 1, 2019 the City will match employee contributions into their City approved 457 plans up to a maximum of $4000. No combination of Employee and Employer funds can exceed the IRS limits for City approved 457 plans. The table below is for illustrative purposes only: Employee Contribution Employer Matching Contribution Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 9 Deleted: December 10 Deleted: 18 Deleted: 19$1,000 $2,500 $1,000 $2,500 $4,000 $4,000 $11,000 $4,000 ARTICLE IX – LEAVES Section 1 – Sick Leave a) Sick leave shall be accrued bi-weekly provided the employee has been in a pay status for 50 percent or more of a bi-weekly pay period. Sick leave shall be accrued at the rate of 3.7 hours per bi-weekly pay period for those employees working a forty-hour duty schedule. Those assigned work schedules, which are greater or lesser than forty hours will accrue sick leave at the ratio of their work schedule to forty hours. b) Employees may use up to twenty hours of sick leave per calendar year for personal business. The scheduling of such leave is subject to the approval of the appropriate level of Management. c) Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and by Section 609 of the Merit Rules and Regulations. In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. d) Employees that were hired before December 1, 1983 and who leave the municipal service in good standing, or who die while employed in good standing by the city, and who have fifteen or more years of continuous service shall receive compensation for unused sick leave hours in a sum equal to two and one-half percent of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. Full sick leave accrual will be paid in the event of termination due to disability. See Merit System Rules and Regulations, Chapter 6, Section 609. e) Up to nine days of sick leave per calendar year may be used for illness in the immediate family, including a registered domestic partner. f) Employees eligible, as specified above if hired before December 1, 1983, to be compensated for sick leave may annually convert sick leave hours in excess of 600 to cash or deferred compensation, according to the formula set forth above, up to a maximum of $2,000 per fiscal year. Section 2 – Management Annual Leave At the beginning of each calendar year designated exempt employees will be credited with 80 hours of management annual leave. This leave is granted in recognition of the extra hours exempt employees work over their regular schedule. This leave may be taken as paid time off, added to vacation accrual (subject to vacation accrual limitations), taken as cash or taken as deferred compensation. When time off is taken under this provision, 10-hour shift workers will receive one shift off for each 8 hours charged. Entitlement under this provision will be reduced on a prorated basis for part-time status, or according to the number of months in paid status during the fiscal year; employees who have used more than the pro-rated share at the time they leave City service shall be required to repay the balance or Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 10 Deleted: December 10 Deleted: 18 Deleted: 19have it deducted from their final check. Unused balances as of the end of the calendar year will be paid in cash unless a different option as indicated above is elected by the employee. Section 3 – Vacation Vacation will be accrued when an employee is in pay status and will be credited on a bi-weekly basis. Total vacation accrual at any one time may not exceed three times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status: a) Less than nine years. For employees completing less than nine years continuous service: 120 hours vacation leave per year; provided that: The City manager is authorized to adjust the annual vacation accrual of employees hired on or after July 1, 2001, to provide up to 40 additional hours (i.e., to a maximum annual accrual of 160 hours) for service with a prior employer. b) Nine, but less than fourteen years. For employees completing nine, but not more than fourteen years continuous service; 160 hours vacation per year. c) Fourteen, but less than nineteen years. For employees completing fourteen, but not more than nineteen years continuous service; 180 hours vacation leave per year. d) Nineteen or more years. For employees completing nineteen or more years continuous service; 200 hours vacation leave per year. e) Employees are eligible to cash out vacation accrual balances in excess of 80 hours. An employee may cash out a minimum of eight (8) hours to a maximum of 120 hours of accrued vacation provided the employee has taken 80 vacation hours in the previous 12 months and has followed the election procedures set forth in this section. Employees must elect the number of vacation hours they will cash-out during the next calendar year, up to the maximum of 120 hours. The election will apply only to vacation hours that are accrued in the next calendar year and that are eligible for cash-out. The election to cash-out vacation hours in each designated year will be irrevocable. This means that employees who elect to cash-out vacation hours must cash-out the number of accrued hours pre- designated on the election form. Employees who do not elect a cash-out amount by December 31 of the prior calendar year will be deemed to have waived the right to cash out any leave in the following tax year and will not be eligible to cash-out vacation hours in the next tax year. Employees who elect cash-out amounts may request a cash-out at any time in the designated tax year by submitting a cash-out form to payroll. Payroll will complete the cash-out upon request, provided the requested cash-out amount has accrued and is consistent with the amount the employee pre-designated. If the full amount of hours designated for cash-out is not available at the time of cash-out request, the maximum available will be paid. For employees who have not requested cash-out of the elected amount by November 1 of Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 11 Deleted: December 10 Deleted: 18 Deleted: 19each year, Payroll will automatically cash-out the elected amount, or the maximum available amount, in a paycheck issued on or after the payroll date including November 1. Section 4 – Bereavement Leave of absence with pay of three days may be granted to an employee by the head of his/her department in the event of death in the employee’s immediate family, which is defined for purposes of this section as wife, husband, son, son-in-law, step-son, daughter, daughter-in-law, step-daughter, mother, mother-in-law, father, father-in-law, brother, brother-in-law, sister, sister-in-law, grandmother, grandmother-in-law, grandfather, grandfather-in-law, grandchild, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of employee. Such leave shall be at full pay and shall not be charged against the employee’s accrued vacation or sick leave. Requests for leave in excess of three days shall be subject to the approval of a Council-Appointed Officer for employees under his/her control. Section 5 – All Other Leaves For all other leaves of absence refer to Chapters 5 and 8 of the City’s Merit Rules and Regulations. Section 6 – Vacation Benefits for Deceased Employees An employee who is eligible for vacation leave and who dies while in the municipal service shall have the amount of any accrued vacation paid to the employee's estate within thirty days. This proration will be computed at the last basic rate of pay. Section 7 – Voluntary Leave Program If permitted by agreement between the City and the Association, members of the Association may participate in the "Voluntary Leave Program" to assist in maintaining the pay of an employee who is eligible by virtue of a qualifying catastrophic medical condition. Such participation, when authorized by City- Association agreement, shall be allowed only as long as the donors remain anonymous (unless disclosure is required by law). ARTICLE X – WORKERS’ COMPENSATION Section 1 – Employees unable to work due to occupational injury, illness or disease Employees unable to work due to occupational injury, illness or disease will be required to report to management to discuss his or her status and ability to return to work on restricted or unrestricted duty, subject to the limitations imposed by applicable law. This requirement is not meant to unreasonably restrict employee’s activities while off work due to such incapacity as long as such activities are cleared by the treating physician, treating program or alternative treatment program and the employee is available for restricted or unrestricted duty as soon as medical clearance can be received. Section 2 – Temporary Disability While temporarily disabled, employees shall be entitled to use accrued sick leave for the first three (3) days following the date of injury and thereafter shall be paid full base salary for a period not to exceed fifty-seven (57) calendar days (including Saturdays, Sundays and Holidays), unless hospitalized, in which case employees shall be paid full base salary for a period not to exceed sixty (60) days from date of injury. For any temporary disability continuing beyond the time limits set forth above, employees shall be paid Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 12 Deleted: December 10 Deleted: 18 Deleted: 19two-thirds (66.66%) of their full base salary at the time of injury for the duration of such temporary disability in conformance with State law. During the period of temporary disability, an employee’s eligibility for health, dental, life, LTD, or other insured program will continue with City contributions at the same rate as for active employees and vacation and sick leave benefits shall continue to accrue. In case of temporary disability beyond the time limits set forth above, sick leave and vacation benefits shall not be accrued. ARTICLE XI – RETIREMENT PENSION a) Employees hired before July 17, 2010 1. Retirement formula. Effective pay period inclusive of 1/6/07, the City’s Public Employees’ Retirement System (PERS) benefits changed to the 2.7%@ 55 formula for non-safety members (from 2% @55). 2. Employee contributions. Employees under the 2.7%@55 retirement formula will pay the full eight percent (8%) employee contribution. 3. Final compensation. Final compensation for purposes of retirement shall be as set forth in the City’s contract with CalPERS, including, when applicable, the Government Code Section 20692 Optional Benefit. b) Employees hired on or after July 17, 2010. 1. Retirement formula. For miscellaneous employees hired on or after July 17, 2010, or on or after January 1, 2013 who are not subject to the pension formula in the Public Employees’ Pension Reform Act (PEPRA), the City offers the CalPERS retirement formula two percent (2.0%) of final salary at age sixty (60). 2. Employee contributions. Employees under the 2%@60 retirement formula will pay the full seven percent (7%) employee contribution. 3. Final compensation. Final compensation for purposes of retirement shall be as set forth in the City’s contract with CalPERS, including, when applicable, the Government Code Section 20692 Optional Benefit or as required by law. c) New Employees hired on or after January 1, 2013 Employees hired on or after January 1, 2013 who are “new members” as defined by the California Public Employees’ Pension Reform Act (PEPRA), will be subject to the terms of that statute including but not limited to the following provisions: 1. Retirement formula. Effective for employees hired on or after January 1, 2013, the PEPRA requires the City to provide new employees, as defined in that law, the CalPERS retirement formula two percent of final salary at age 62 (2%@62). Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 13 Deleted: December 10 Deleted: 18 Deleted: 192. Employee contributions. Employees under the 2%@62 formula shall pay at least 50 percent of the total normal cost or the same contribution rate as “similarly situated” employees, whichever is higher. 3. Final compensation. Final compensation for employees under the 2%@62 benefit shall be as set forth in PEPRA, including calculation based on the average of three highest consecutive years and a cap on pensionable compensation (currently $136,440) based on IRS limits for employers that do not participate in social security. d) Effective as soon as administratively feasible but no sooner than the first full pay period of March 2019, bargaining unit employees shall contribute 1% of their salary toward the employer cost of retirement. Pensions Group Pension Formula Employee Contribution Contribution to Employer Side Total Contribution from Employees Group A 2.7@ 55 8% 1% 9% Group B & C 2@60 7% 1% 8% Group D 2@62 50% of the normal Cost (Currently 6.25%) 1% Will fluctuate (Currently 7.25%) e) Employee CalPERS contributions tax deferred. Employee CalPERS contributions shall be made on a tax deferred basis, in accordance with Section 414(h)(2) of the Internal Revenue Code. All provisions of this subsection are subject to and conditioned upon compliance with IRS regulations. ARTICLE XII – MISCELLANEOUS Section 1 – Reimbursement for Relocation Expense The City of Palo Alto, in rare instances, may, provide a Basic Relocation Benefits Package for new employees, upon the approval of the City Manager or designated subordinate. In addition, the provision of “Optional Benefits”, or portions thereof, may be extended for exceptional circumstances and only by approval of the City Manager or designee. The details of the Relocation Expense program are specified in the City’s Relocation Expense policy. Section 2 – Meal allowance Employees assigned to attend night meetings or who travel for business purposes are eligible to receive reimbursement as described by City policy. This provision covers only receipted meals actually taken and submitted for reimbursement. Section 3 – Reduction in Workforce The City will make every effort to provide written notice of its intent to lay off employees in this unit and will meet with Association upon request to discuss alternatives to layoff. Section 4 - Contracting Out Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 14 Deleted: December 10 Deleted: 18 Deleted: 19a. As provided in subsection b, the City shall provide notice of any planned action(s) that would result in the layoff of one or more Association bargaining unit members and where either of the following apply: 1. The planned City action(s) is to contract out work historically and exclusively performed by Association bargaining unit members; 2. The planned City action is to substantially increase the scope or amount of work historically but not exclusively performed by Association bargaining unit members (e.g. work shared with other City employees outside the Association bargaining unit or contractors). b. The City shall deliver written notice to the Association at least thirty (30) days before it implements any action(s) described in subsection a. Within seven (7) days after it receives such notice, the Association may deliver to the City’s Chief People Officer a written request to meet and discuss the effects of the City action(s). After the City’s receipt of such request, the parties will promptly meet and undertake discussions. The discussions will conclude no later than the thirtieth (30th) day following the Union’s receipt of the City’s notice of the planned action(s), as described above. Thereafter, the City may implement the action(s) without further discussion as originally planned or as modified as a result of such discussions. If the Association does not deliver timely notice of its desire to meet and discuss the effects of the action(s) identified in the City’s notice, the City may proceed with the planned action(s). c. The City retains its right to determine the methods, means, and personnel by which services are carried out at its sole discretion in circumstances no covered by subsection a above. Section 5- Association Security a) When a person is hired in any of the covered job classifications, the City shall notify that person that the Association is the recognized bargaining representative for the employee in said Association and give the employee a current copy of the Memorandum of Agreement. b) Members of the Association Board may use a reasonable amount of on-duty time without loss of pay to meet with the City specifically related to representation of employees. For purposes of this section, representation shall include: (i) Meetings with represented employees or the City related to a grievance or disciplinary action, including investigation and preparation time. (ii) Any meeting with the City related to benefits, working conditions or other terms and conditions of employment. Section 6- Notification to the Association The Association shall be informed in advance in writing by the City before any proposed changes not covered by this Memorandum of Agreement are made in benefits, working conditions, or other terms and conditions of employment which require meet and confer or meet and consult process. Section 7- Association Representative Access to Work Locations Employee and nonemployee representatives of the Association will be granted access to City work locations to conduct business related to the administration or negotiation of the parties' Memorandum of Agreement, as long as advance arrangements for such visits have been made with the affected Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 15 Deleted: December 10 Deleted: 18 Deleted: 19department manager and no disruption of work occurs. Section 8- Release Time The Association Chair, Vice-Chair or his or her-designee in the representation unit may use a reasonable amount of time without loss of pay for matters related to the bargaining process, labor relations, and administration of the MOA, violations of the MOA, grievances, disciplinary Section 9- Personnel Files Records of all disciplinary actions shall be kept in the central personnel file. Employees shall be entitled to sign and date all action forms in their personnel files. Employees are entitled to review their personnel files upon written request or to authorize, in writing, review by their Association representatives. An employee shall be allowed, copies of materials in an employee's personnel file. ARTICLE XIII – GRIEVANCE PROCEDURE Section 1 - General Provisions The City and the Union recognize that early settlement of grievances is essential to sound employee- employer relations. The parties seek to establish a mutually satisfactory method for the settlement of Union grievances as provided for below. In presenting a grievance the aggrieved and/or his or her representative is assured freedom from restraint, interference, coercion, discrimination or reprisal. Section 2 – Definitions Grievance means an unresolved complaint or dispute regarding the interpretation or application of this Memorandum of Agreement, excluding however those provisions of this MOA which specifically provide that the decision of any City official shall be final, the interpretation or application of those provisions not being subject to the grievance. Section 3 - Conduct of Grievance Procedure a) An aggrieved employee may be represented by the Union or may represent himself/herself in preparing and presenting a grievance at any level of review. No grievance settlement may be made in violation of an existing merit rule or memorandum of agreement. b) An employee and the representative steward, if any, may use a reasonable amount of work time so long as there is no disruption of work, in conferring about and presenting a grievance. Requests for release time to prepare grievances shall be made in advance and approved by the immediate supervisor. c) The time limits specified in this Article may be extended by mutual agreement in writing of the aggrieved employee or the Union and the reviewer concerned. d) Should a decision not be rendered within a stipulated time limit, the grievant may immediately appeal to the next step. e) The grievance shall be considered settled if the decision of any step is not appealed within the specified time limit. Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 16 Deleted: December 10 Deleted: 18 Deleted: 19f) Grievances shall be made in writing and submitted on forms provided by the City. The written grievance shall contain clear, factual and concise language, including: (1) the name of the grievant; (2) a statement of the facts upon which the grievance is based, including relevant dates, times and places; (3) specific provisions of this Agreement the grievant alleges has been violated; (4) a summary of any steps taken toward resolution; and (5) the action the grievant believes will resolve the grievance. g) Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. h) For purposes of time limits, “working days” are considered to be Monday through Friday, exclusive of City holidays. i) If a mutually agreed solution is reached during any step of this grievance procedure, the agreement shall be placed in writing and signed by the City and the grievant or union. j) Upon request of either party, meetings to discuss the grievance shall be held at any step in the grievance procedure. Section 4 - Grievance and Appeal Procedure Step I. Informal Discussion Within fifteen (15) working days after the incident or discovery of the incident on which the grievance is based the aggrieved employee shall present the grievance action to his or her immediate supervisor and attempt to resolve the grievance through informal discussions. Every attempt will be made to settle the issue at this level. Step II. Formal Grievance If the grievance is not resolved through the informal discussion in Step 1 the employee will reduce the grievance to writing and submit copies to the Department head or his or her designee within fifteen (15) working days of the discussion with the immediate. The Department Head or designee shall have fifteen (15) working days from the receipt of a written grievance to review the matter and prepare a written statement. Step III. Human Resources Director If the grievance is not resolved and/or the aggrieved employee is not satisfied with the Step II decision, the grievant may appeal to the Human Resource Director or his or her designee in writing within fifteen (15) working days of the receipt of the Department Head's response. The written appeal to the Human Resources level shall include a copy of the original grievance, the Department Head’s decision at Step II, and a clear statement of the reasons for appeal. Within fifteen (15) working days, after receiving the written appeal, the Human Resource Director shall review the matter and prepare a written statement. If a mutually agreed solution is reached during this process the agreement shall be placed in writing and signed. Step IV. City Manager /Arbitration If the grievance is not resolved at Step III, the aggrieved employee may choose between final and binding resolution of the grievance through appeal to the City Manager or through appeal to final and Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 17 Deleted: December 10 Deleted: 18 Deleted: 19binding arbitration. For the term of this Memorandum of Agreement, appeals to final and binding arbitration may be processed only with Union approval. All Step IV appeals must be filed in writing at the Human Resources Department Office within fifteen (15) working days of receipt of the Human Resource Director’s decision at Step 3. If the grievant or appellant elects final and binding resolution by the City Manager, the City Manager will choose the methods he or she considers appropriate to review and settle the grievance. The City Manager shall render a written decision to all parties directly involved within fifteen (15) working days after receiving the grievant/appellant’s appeal. If the grievant/appellant elects final and binding arbitration in accordance with this provision, the parties shall mutually select an arbitrator. In the event the parties cannot agree on an arbitrator, they shall mutually request a panel of five arbitrators from the California State Conciliation Service or from the American Arbitration Association if either party objects to the State Conciliation Service, and select an arbitrator by the alternate strike method. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this Memorandum of Agreement. The arbitrator shall be without power to make any decision contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum Of Agreement. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Copies of the arbitrator's decision shall be submitted to the City, the aggrieved employee and the Union. All direct costs emanating from the arbitration procedure shall be paid in full by the party in which the decision was found against. ARTICLE XIV – FULL UNDERSTANDING Section 1 – Full Understanding The Memorandum of Agreement contains the full and entire understanding of the parties regarding the matters set forth herein. Section 2 – Severability If, at the conclusion of any applicable appeals, any provision of this Memorandum of Agreement is ultimately held invalid and unenforceable by a decision of the relevant Court or Administrative Agency of competent jurisdiction such holding shall apply only to the provision(s) of this Memorandum of Agreement specified in the decision. Such decision shall not invalidate any other portion of this Memorandum of Understanding, and the unaffected provisions shall remain in full force and effect. The Parties agree that within ten (10) days after the date of such decision, they shall meet and confer in an effort to negotiate a substitute for the invalidated provision(s). Section 3 – Good Faith Ordinances, resolutions, rules and regulations enacted pursuant to this Memorandum of Agreement that regulate matters within the scope of representation shall, to the extent they are within the scope of representation, be administered in good faith. Section 4 – Mid-Contract Negotiations Subjects within the scope of representation that are not covered by this Memorandum of Agreement remain subject to the duty to meet and confer in good faith on timely notice and request. Neither party is obligated to meet and confer over matters within the scope of representation covered by this Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 18 Deleted: December 10 Deleted: 18 Deleted: 19Memorandum of Agreement, except for purposes of negotiating over the terms of a successor to this Memorandum of Agreement. Section 5 – Merit System Merit System Rules and Regulations, during the term of this Memorandum of Agreement, Management may propose certain changes in the City Merit System Rules and Regulations. With regard to such changes which pertain to the representation unit, the parties agree to review, and upon request, meet and confer regarding the changes. ARTICLE XV-DURATION This Memorandum of Agreement shall become effective once the Memorandum of Agreement is signed by the parties hereto and adopted by the City Council. This Memorandum of Agreement shall remain in effect through June 30, 2020. At the request of either party negotiation of a successor agreement shall commence, however they should begin no sooner than 6 months prior to expiration of this agreement and no later than 3 months prior to the expiration of this agreement. For the City: For the Association: Jim Bujtor, UMPAPA President Ed Shikada, City Manager Richard Baptist, UMPAPA Vice President Rumi Portillo, Human Resources Director Tom Auzenne, UMPAPA Negotiator Tori Anthony, Sr. HR Administrator Mike Mintz, UMPAPA Negotiator Grace Castor, Human Resources Alan Davis, UMPAPA Outside Counsel Nick Raisch, Manager Employee Relations Dave Yuan, UMPAPA Negotiator Catherine Elvert, UMPAPA Negotiator Deleted: 19 Deleted: James Keene, City Manager Deleted: (Appoint) Deleted: Jim Pachikara, UMPAPA Vice-President Deleted: Irene Silipin Deleted: Karla Dailey, UMPAPA Negotiator Deleted: Steve Guagliardo, OMB Director Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 19 Deleted: December 10 Deleted: 18 Deleted: 19 0 Formatted Table ... Deleted: Appendix A- UMPAPA Salary Schedule Deleted: Adoption By Council Deleted: Job Families Deleted: Base Wage Increase Deleted: Differential to BM* Deleted: Benchmarked Position Deleted: Aligned Positions Deleted: Current Max Deleted: New Max (1) Deleted: Base Wage Deleted: New Max (2) Deleted: Operations Deleted: Deleted: Deleted: Deleted: Deleted: Deleted: Deleted: Deleted: 31.00% Deleted: AD Operations Deleted: $ 219,822.00 Deleted: $ 209,722.09 Deleted: $ 234,888.74 Deleted: 15.00% Deleted: Electric Operations Mgr Deleted: WGW Operations Mgr Deleted: $ 184,753.20 Deleted: $ 184,107.18 Deleted: $ 206,200.04 Deleted: 0.00% Deleted: Utilities Supervisor Deleted: Deleted: Deleted: $ 160,093.20 Deleted: $ 160,093.20 Deleted: 12.0% Deleted: $ 179,304.38 ... ... Memorandum of Agreement Between Utilities Management and Professional Association of Palo Alto and the City of Palo Alto effective July 1, 2019 to June 30, 2020 1 Deleted: December 10 Deleted: 18 Deleted: 19Appendix B This agreement does not resolve and is without prejudice to compliance with a final decision by PERB in case No. SF-CE-1413. This paragraph is not intended to preclude the City from pursuing a petition for review in the court of appeal. Appendix A SALARY SCHEDULE Differential to BM*Benchmarked Position Max Salary Operations 31.00%AD Operations 234,888.74$ 15.00%Electric Operations Mgr WGW Operations Mgr 206,200.04$ BM Utilities Supervisor 179,304.38$ -25.00%Utl Safety Officer 134,478.29$ Resource Planning 31.00%AD Resource Planning 247,267.80$ BM Senior Resource Planner 188,754.05$ -10.00%Telecom Manager 169,878.64$ -10.00%Manager UPS 169,878.64$ Engineering 31.00%AD Engineering 253,273.35$ 15.00%Electric Engineering ManagerWGW Engineering Manager 222,339.20$ BM Senior Electrical Engineer 193,338.43$ 0.00%Compliance Mgr 193,338.43$ 0.00%Senior Engineer 193,338.43$ -10.00%Supv Proj Engineer 174,004.59$ -10.00%Supv Proj Elec Engineer 174,004.59$ Customer Support Services 31.00%AD Customer Support 222,291.36$ BM Manager Customer Service Manager Utl Credit Collections 169,688.06$ Administrative 31.00%Utl Strategic Business Mgr 209,253.82$ BM Mgr Communications 159,735.74$ Aligned to M&P**Principal Business Analyst 176,508.80$ Aligned to M&P**Senior Business Analyst 154,107.20$ Aligned to M&P**Senior Management Analyst Aligned to M&P**Administrative Assistant 93,017.60$ Note 1: *BM stands for Benchmark and is associated with the selected classification that establishes increases for a given job family Note 2: **These classification are aligned to Management and Professional group due to matching classifications Current Aligned Positions City of Palo Alto (ID # 10337) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Tree Pruning and Removal Services Contract Extension Title: Approval of Amendment Number 1 to Contract Number C17162020 With West Coast Arborists Inc. for Tree Pruning and Removal Services, to Extend the Term by Two Years (Through June 30, 2021) and add $2,657,084, for a new Total Not-to-Exceed Amount of $7,359,534; and Approval of a Fiscal Year 2020 Budget Amendment in the General Fund 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 Amendment No. 1 (Attachment A) to Contract No. 17162020 in the amount of $2,657,084 to extend the contract term by two years, through June 30, 2021 ($1,308,798 for the Fiscal Year 2020, $1,348,287 for the Fiscal Year 2021),with West Coast Arborists for tree pruning and removal services for a new not-to-exceed total contract compensation amount of $7,359,534; and 2.Amend the Fiscal Year 2020 Budget Appropriation for the General Fund by: a.Decreasing the Public Works Department Public Services Division by $175,000 to align with contract amount; b.Increasing the budget stabilization reserve by $175,000. Background The Department of Public Works Urban Forestry Section is responsible for maintaining the health of 36,545 street trees and trees in various city-owned public places. Tree pruning is a key maintenance task in keeping the population healthy. The purposes of tree pruning are to improve tree structure, enhance vigor, and maintain safe conditions for all motorists and pedestrians as they move through the street corridor. This maintenance is achieved through pruning all City-owned trees on a cyclical basis and involves removing trees when necessary. Within the urban forestry profession, documented studies have shown that a five-to seven- year pruning cycle is optimal for maintaining tree condition and value, managing risks, and being cost-effective for a community. The City has used contract services for tree pruning and removal of City trees along streets and other public property since 2000,providing a proactive City of Palo Alto Page 2 cycle of basic tree maintenance. In 2016, the City received two bids under the solicitation for the Tree Pruning and Removal Services contract,with bid amounts of $4,702,450 from West Coast Arborists Inc. (WCA) and $13,462,985 from Professional Tree Care Co. The contract was awarded to WCA to perform pruning, removal, stump grinding, and other maintenance of trees located along street corridors and on City property (CMR #7056). (Please note that although CMR #7056 recommended a tree trimming cycle of ten years, Council increased the WCA contract amount to support a seven year cycle target.) Increased production from West Coast Arborists Inc. during the past three fiscal years has lowered the average pruning cycle to the target of seven years established by Council. 5,220 trees need to be pruned annually in order to maintain the current pruning cycle frequency from this point forward. The current contract, which is scheduled to expire on June 30, 2019,has a 3-year term with funding authority not to exceed $4,702,450. As the end of the contract term approached and staff began to prepare for a new solicitation, WCA approached staff with an offer to reduce its FY 2020 rates by five percent from the FY 2019 rates if the City amends the contract for an additional two years. Discussion Staff is recommending approval of Amendment No. 1 to the contract with WCA to add funding and extend the contract by two years, allowing WCA during the extended term to prune approximately 10,440 trees and remove up to 186 trees at their proposed updated fee schedule (included in Attachment A). Contractual tree pruning and removal services were analyzed to determine whether to solicit bids for a new contract or extend the current one. Staff’s recommendation to extend the current contract is based on the following: Comparison with Other Agencies Staff contacted or attempted to contact approximately 30 other public agencies to request pricing schedules of active tree pruning contracts. Pricing information was received for 14 separate contracts from 12 different agencies. Although it is difficult to make direct pricing comparisons given differences in bid items, tree inventory size, and use of hourly pricing in some contracts, staff determined that WCA’s proposed fee schedule is competitive with other contracts.Compared to the six most relevant contracts examined, the proposed contract extension with WCA has lower unit costs for 54% of the comparable bid items,and the projected overall costs are estimated to be less. State of the Tree Care Industry With multiple wildfire events in recent years the demand for tree workers in the utility line clearance segment of the tree care industry has grown tremendously in a short period of time. This has created a shortage of experienced, qualified workers for the remainder of the industry. City of Palo Alto Page 3 It is likely this shortage of experienced labor will affect future tree company pricing for municipal services. Palo Alto-Specific Contract Details The details of the contract scope and specifications ensure that the work performed by the street tree pruning contractor follows industry best management practices and meets or exceeds industry standards. Contracts that were examined and compared to the City’s current contract all adhere to best management practices and tree care industry standards as part of their scopes of work, however there are many items in the City’s scope of work that exceed minimum standards and that, under the other contracts examined, could have resulted in higher overall costs. Staffing Resource Considerations The contract extension is expected to continue a predictable amount of staff oversight, whereas a new contract is likely to require additional oversight at the onset and possibly beyond. Interpretation of contract specifications is understood with the current contractor thus reducing staff time required to address issues such as notifications, traffic control, and customer expectations. Contractor Performance The current contractor, WCA,has demonstrated over the term of the contract that it shares the goals of the City to protect our urban forest by providing high quality, professional tree care services. WCA has been responsive to the City’s needs and understands the challenges of working in Palo Alto. WCA has repeatedly demonstrated its ability to meet or exceed expectations, with consistent, documented, positive feedback from the residents of Palo Alto throughout the term of the contract. Amendment to FY2020 Budget Appropriation Staff recommends designating $35,000 to fund ongoing wood debris hauling services required for the continuous need to remove wood chips and plant material from tree pruning and tree removal sites. Materials generated by such work (when not utilized or re-purposed within the City) are transported monthly to Woodland Bio-Mass in Woodland, CA to be used as an alternative fuel source for a co-generation plant to produce electricity.As part of the expense alignment performed for the tree trimming contract extension,staff is recommending to designate ongoing funds for this service. A decrease of $175,000 in the Fiscal Year 2020 budget appropriation is recommended to align with the actual amended contract amount for the tree pruning and removal services with WCA that is lower than originally appropriated. This is due to a cost reduction by five percent offered by WCA. The budget will be returned to the General Fund, with a resulting increase to the budget stabilization reserve of $175,000. Resource Impact City of Palo Alto Page 4 Funding for this amendment will be available in the Public Works Department FY 2020 budget upon Council approval of the annual budget appropriation. Policy Implications This recommendation does not represent any change to existing City policies. Environmental Review The recommended action is CEQA-exempt under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301(h) (maintenance of existing landscape). Attachments: ·Attachment A: Amendment No. One C17162020_CAO.v3_clean.doc Revision May 20, 2019 Page 1 of 8 AMENDMENT NO. 1 TO CONTRACT NO. C17162020 BETWEEN THE CITY OF PALO ALTO AND WEST COAST ARBORIST, INC. This Amendment No. 1 to Contract No. C17162020 (“Contract” as defined below) is entered into as of June 24th, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WEST COAST ARBORIST, INC., a California corporation located at 2200 E. Via Burton, Anaheim, CA, 92806, Telephone Number (714) 991-1900 (“CONTRACTOR”). R E C I T A L S A. The Contract was entered into by and between the parties for the provision of Tree Maintenance, as detailed therein. B. The parties wish to amend the Contract by extending the term for two years from its original expiration date June 30, 2019 through June 30, 2021, and to increase the not-to- exceed maximum compensation by Two Million Six Hundred Fifty Seven Thousand Eighty Four Dollars ($2,657,084) to a new total not-to-exceed amount of Seven Million Three Hundred Fifty Nine Thousand Five Hundred Thirty Four Dollars ($7,359,534). NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C17162020 between CONSULTANT and CITY, dated June 27, 2016. b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, “EXHIBITS,” of the Contract is hereby amended to read as follows: “The following exhibits are attached to and made part of this Agreement: “A” Scope of Services “A-1” Area Map “B” Schedule of Performance “C” Schedule of Fees “C-1” Schedule of Fees, Amendment No.1 “D” Insurance Requirements CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.” DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 2 of 8 SECTION 3. Section 3, “TERM”, of the Contract is hereby amended to read as follows: “The term of this Agreement is from July 1, 2016 through June 30, 2021 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” SECTION 4. Section 5, “COMPENSATION FOR ORIGINAL TERM,” of the Contract is hereby amended to read as follows: “CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR A sum calculated in accordance with the fee schedule set forth at Exhibit “C” and/or Exhibit “C-1,” as applicable depending on the date on which the Services are provided, not to exceed a total maximum compensation amount of Seven Million Three Hundred Fifty Nine Thousand Five Hundred Thirty Four ($7,359,534). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.” DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 3 of 8 SECTION 5. The following exhibits to the Contract are hereby added or amended, as indicated below, to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” (AMENDED – REPLACES PREVIOUS) b. Exhibit “C-1” entitled “SCHEDULE OF FEES, AMENDMENT NO.1” (ADDED) SECTION 6. Legal Effect. Except as herein modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 7. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 4 of 8 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) WEST COAST ARBORIST, INC Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT "C-1": SCHEDULE OF FEES, AMENDMENT NO.1 DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 President Patrick Mahoney Richard Mahoney VP/Secretary Revision May 20, 2019 Page 5 of 8 EXHIBIT B SCHEDULE OF PERFORMANCE (AMENDED-REPLACES PREVIOUS) CONTRACTOR shall perform the Services according to the following schedule: 1. Ongoing tree pruning and removal services throughout the term of the Agreement. DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 6 of 8 EXHIBIT C-1 SCHEDULE OF FEES, AMENDMENT NO. 1 (ADDED) This Exhibit C-1 (“Schedule of Fees, Amendment No.1”), shall be in effect as of July 1, 2019. CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth therein shall be at no cost to CITY. 1. HOURLY RATES FOR BASIC SERVICES TASK FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT HOURLY RATE HOURLY RATE 3-PERSON CREW AND BUCKET, DURING REGULAR WORK HOURS (SEE NOTE 1, BELOW) $236.55 $243.00 3-PERSON CREW AND BUCKET, DURING EMERGENCIES AND AFTER REGULAR WORK HOURS $327.00 $337.00 90 FT BUCKET DURING REGULAR WORK HOURS $133.00 $137.00 90 FT BUCKET DURING EMERGENCIES AND AFTER REGULAR WORK HOURS $218.50 $225.00 CRANE SERVICES DURING REGULAR WORK HOURS $133.00 $137.00 CRANE SERVICES DURING EMERGENCIES AND AFTER REGULAR WORK HOURS $218.50 $225.00 ADDITIONAL ROOT GRINDING $171.00 $176.00 DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 7 of 8 2. UNIT PRICES FOR PROGRAM PRUNING SIZE CLASS FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT UNIT PRICE UNIT PRICE 3 to 6” d.b.h. $123.50 $127.00 7 – 12” d.b.h. $146.00 $150.50 13 – 24” d.b.h. $146.00 $150.50 25 – 36” d.b.h. $146.00 $150.50 37 - 48” d.b.h. $146.00 $150.50 49” + d.b.h. $146.00 $150.50 4. UNIT PRICES FOR DEMAND PRUNING 3. UNIT PRICES FOR PALM PRUNING SIZE CLASS FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT UNIT PRICE UNIT PRICE DATE PALM SPECIES UNDER 55’ WORKING HEIGHT $280.00 $288.50 DATE PALM SPECIES OVER 55’ WORKING HEIGHT $375.00 $386.50 WASHINGTONIA PALM SPECIES UNDER 55’ WORKING HEIGHT $147.00 $151.50 WASHINGTONIA PALM SPECIES OVER 55’ WORKING HEIGHT $185.00 $190.75 DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 Revision May 20, 2019 Page 8 of 8 SIZE CLASS FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT UNIT PRICE UNIT PRICE 3 to 6” d.b.h. $71.00 $73.50 7 – 12” d.b.h. $137.75 $141.75 13 – 24” d.b.h. $232.75 $239.75 25 – 36” d.b.h. $327.75 $337.50 37 - 48” d.b.h. $498.75 $513.50 49” + d.b.h. $546.00 $562.50 6. UNIT PRICES FOR STUMP GRINDING SIZE CLASS FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT UNIT PRICE UNIT PRICE Less than 13” diameter $185.00 $191.00 13 - 30” diameter 356.00 $367.00 Greater than 30” diameter $470.00 $484.00 5. UNIT PRICES FOR TREE REMOVAL (TO 6 INCHES ABOVE SOIL LINE) SIZE CLASS FOURTH YEAR OF CONTRACT FIFTH YEAR OF CONTRACT UNIT PRICE UNIT PRICE Up to 6” d.b.h. $180.50 $186.00 7 – 12” d.b.h. $351.50 $362.00 13 – 24” d.b.h. $736.00 $758.00 25 – 36” d.b.h. $2,042.50 $2,104.00 37 - 48” d.b.h. $2,517.50 $2,593.00 49” + d.b.h. $3,467.50 $3,571.00 DocuSign Envelope ID: 629AAD51-3D34-4103-8CAC-552001F10162 City of Palo Alto (ID # 10339) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Highway 101 Bike Bridge Design Contract Amendment and Resolution for Freeway Agreement Title: Approval of Amendment Number 2 to Contract Number C16162262 With Biggs Cardosa Associates, Inc. in the Amount of $466,569 to Provide Bidding and Construction Support Services for the Highway 101 Pedestrian/Bicycle Overpass Project (PE-11011), for a Total Not-to-Exceed Amount of $2,417,759, and Adoption of a Resolution to Approve Modification of the Freeway Agreement Between the State of California and the City of Palo Alto From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute Contract Amendment No. 2 to Contract No. C16162262 with Biggs Cardosa Associates, Inc. (Attachment A), for bidding and construction support services for the Highway 101 Pedestrian/Bicycle Overpass Project (CIP PE-11011) in the amount of $466,569, including $424,154 for basic services and $42,415 for additional services. The amendment results in a revised total contract not-to-exceed amount of $2,417,759; and 2. Adopt a Resolution (Attachment B) authorizing the City Manager or his designee to approve modification of the Freeway Agreement between the State of California and the City of Palo Alto dated May 12, 1958 to revise the freeway plan to construct the Highway 101 Pedestrian/Bicycle Overpass Project (CIP PE-11011). Background The Highway 101 Pedestrian/Bicycle Overpass Project (Project) includes construction of a new year-round, grade-separated, shared bicycle and pedestrian crossing over Highway 101 and construction of the Adobe Creek Reach Trail. CITY OF PALO ALTO City of Palo Alto Page 2 On May 23, 2016, Council approved a design contract with Biggs Cardosa Associates, Inc. (BCA) to provide Phase 1 design and engineering services for design development up to 65% design (Staff Report ID# 6578). The approved Contract contemplated the possible addition of Phase 2 and/or Phase 3 services, which were described in both the Contract and the Request for Proposals, if approved later by Council. On December 11, 2017, Council approved Contract Amendment No. 1 with BCA to provide Phase 2 services including final design, permitting, and right of way services (Staff Report ID# 8659). The project construction documents and right of way certification under Phase 2 scope of services are complete. Staff anticipates Caltrans encroachment permit approval and federal funds authorization (E-76) in June or July 2019 and going out to bid immediately thereafter. Phase 3 services are needed to proceed with bidding and construction. Discussion BCA Contract Amendment No. 2 The Phase 3 scope of services included in Contract Amendment No. 2 are necessary to provide bidding and construction support for the project. The bidding services will commence upon federal authorization of funds (E-76), currently anticipated in June or July 2019. Construction support services will be required once a construction contract is awarded. Below is a brief summary of the City’s Design Contract with BCA, consisting of three phases: 1. Phase 1 – Design Development, Caltrans Project Approval and Environmental Document (PA&ED) (Original Contract – approved by Council on May 23, 2016) a) Preliminary design and environmental assessment b) Permit Evaluation and Engineering Report c) 65% design Plans, Specifications, and Estimates (PS&E) 2. Phase 2 – Final Design and PS&E (Contract Amendment No. 1 - approved by Council on December 11, 2017) a) 90% and 100% PS&E b) Right of Way services and permitting c) Adobe Creek Reach Trail Pavement 3. Phase 3 – Bidding and Construction Support (Proposed Contract Amendment No. 2) a) Bid phase services b) Construction phase services Bid phase services include preparing bid documents, attending a pre-bid meeting, and providing responses to bidders’ questions. Construction phase services include pre-construction meeting and site visits; review of contractor’s submittals, shop drawings, and requests for information; geotechnical observation and documentation during pile driving; biological monitoring during City of Palo Alto Page 3 construction; and preparation of a source inspection quality assurance plan for materials manufactured or fabricated off-site. Resolution for Modification of the Freeway Agreement The State of California and the City of Palo Alto have an existing Freeway Agreement, dated May 12, 1958, related to the portion of Highway 101 within the City. The construction of the Project is considered a minor change to the existing freeway agreement for which Caltrans requires a resolution of modification to the Freeway Agreement (Attachment B). Staff recommends Council adopt a resolution to approve modification of the May 12, 1958 Freeway Agreement between the State and the City. Resource Impact Funding for Contract Amendment No. 2 is available in the Fiscal Year 2019 Highway 101 Pedestrian/Bicycle Overpass Project Capital Improvement Project (PE-11011). Policy Implications The project is consistent with the City’s Comprehensive Plan goals, policies and programs. Timeline The project received Caltrans Right-of-Way Certification on May 29, 2019. Following Caltrans approval of the encroachment permit and federal authorization of funds (E-76) in June or July 2019, the project will go out to bid. Construction is anticipated to begin in fall 2019 and end in winter 2020. The construction of the project will also require construction management and materials testing services. On April 11, 2019, the City released a Request for Proposals (No. 175214) to receive proposals from prospective construction management firms to provide these services. Staff is evaluating the proposals and will return to Council in August with recommendations to authorize a construction management services contract. Environmental Review No environmental review is necessary for approval of Contract Amendment No. 2 and for adoption of a resolution for modification of the Freeway Agreement between the State and the City. Pursuant to CEQA, an Initial Study and Mitigated Negative Declaration (IS/MND) was adopted by Council Resolution on November 27, 2017. Because the project involves federal funding, the project was also evaluated under the National Environmental Policy Act (NEPA), and a Categorical Exclusion under NEPA was completed in December 2017. Attachments: Attachment A: Amendment No. 2 to Contract No. C16162262 Attachment B: Council Resolution 1 Revision July 20, 2016 AMENDMENT NO. 2 TO CONTRACT NO. C16162262 BETWEEN THE CITY OF PALO ALTO AND BIGGS CARDOSA ASSOCIATES, INC. This Amendment No. 2 (this “Amendment”) to contract no. C16162262 (the “Contract” as defined below) is entered into as of June 24, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BIGGS CARDOSA ASSOCIATES, INC., a California corporation, located at 865 The Alameda, San Jose, CA 95126 (“CONSULTANT”). City and Consultant are referred to herein collectively as the “Parties”. R E C I T A L S A. The Contract was entered into on May 23, 2016 between the Parties for the provision of Phase 1 design services for the Highway 101 Pedestrian and Bicycle Overpass Project, including environmental assessment and coordination, and engineering, landscape and architectural design development to up to 65% design. At the time of award of the Contract, it was contemplated that, if later approved by the City Council, the Contract would be amended to include Phase 2 and/or Phase 3 services, which were described in both the Request for Proposals and the Contract. Phase 2 design services includes development of final design, plans, specifications and estimates (PS&E) and provision of right of way permitting, acquisition and engineering services for the project, as well as to provide preliminary and final design services for the Adobe Creek Reach Trail and East Meadow Drive Improvements. B. The Contract was amended by Amendment No.1 to extend the term of the Contract through December 31, 2020, to add Phase 2 services to complete final design and PS&E and to increase the total not- to- exceed amount of compensation by an amount not to exceed Four Hundred Seventy-Six Thousand Eight Hundred Ninety-Seven Dollars($476,893), from One Million Four Hundred Seventy-Four Thousand Two Hundred Ninety-Seven Dollars ($1,474,297.00) to One Million Nine Hundred Fifty-One Thousand One Hundred Ninety Dollars ($1,951,190.00). C. The Parties now wish to amend the Contract to amend Exhibit “B” (“Schedule of Performance”) to add Phase 3 bidding and construction support services and to increase the compensation by Four Hundred Sixty-Six Thousand Five Hundred Sixty Nine Dollars ($466,569.00), from One Million Nine Hundred Fifty-One Thousand One Hundred Ninety Dollars ($1,951,190.00) to a new total not-to-exceed amount of Two Million Four Hundred Seventeen Thousand Seven Hundred Fifty Nine Dollars ($2,417,759.00). 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: DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 2 Revision July 20, 2016 a. Contract. The term “Contract” shall mean contract no. C16162262 between CONSULTANT and CITY, dated May 23, 2016, as amended by: Amendment No.1, dated December 11, 2017 b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION”, of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to as the “Basic Services”) and Exhibit “A- 1”, and reimbursable expenses, shall not exceed Two Million One Hundred Ninety Seven Thousand Nine Hundred Sixty Three Dollars ($2,197,963). CONSULTANT agrees to complete all Basic Services and the Services in Exhibit A-1, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Exhibit A-1 Services, Additional Services and reimbursable expenses shall not exceed Two Million Four Hundred Seventeen Thousand Seven Hundred Fifty Nine Dollars ($2,417,759.00). 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” and/or Exhibit “A-1”.” SECTION 3. The following exhibits to the Contract are deleted and replaced in their entirety to read as set forth in the attachments to this Amendment, each of which is hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. a. Exhibit “A-1” entitled “SCOPE OF SERVICES, AMENDMENT No. 1” - of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “A-1”, entitled “SCOPE OF SERVICES , AMENDMENT No. 2”. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 3 Revision July 20, 2016 b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 1” of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “B”, entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2”. c. Exhibit “C” entitled “COMPENSATION, AMENDMENT No. 1” of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “C”, entitled “COMPENSATION, AMENDMENT No. 2”. d. Exhibit “C-1” entitled “HOURLY RATE SCHEDULE” of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE, AMENDMENT No. 2”. SECTION 4. Legal Effect. Except as expressly modified by this Amendment, all of the terms and conditions of the Contract, including any exhibits thereto, shall remain unchanged and in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. (Continued on the next page.) DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 4 Revision July 20, 2016 SIGNATURES OF THE PARTIES 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 (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) BIGGS CARDOSA ASSOCIATES, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: Exhibit “A-1” entitled “SCOPE OF SERVICES, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) Exhibit “C” entitled “COMPENSATION, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) Exhibit “C-1” entitled “HOURLY RATE SCHEDULE, AMENDMENT No. 2” (AMENDED-REPLACES PREVIOUS) DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Stephen Biggs President Principal/VP Roy Schnabel r-;DocuSigned by: ~t:~f Attachment A 5 Revision July 20, 2016 EXHIBIT “A-1” SCOPE OF SERVICES, AMENDMENT NO.2 (AMENDED- REPLACES PREVIOUS) PHASE 2 - SCOPE OF SERVICES PHASE 2 – FINAL DESIGN AND PS&E The Consultant shall complete the 90% and 100% PS&E design for the project. The goal of this phase shall be to strive to limit construction cost within Caltrans’ R/W to $3 million or less to preserve the opportunity to gain approval of the project through the PEER process. • All plans shall include City’s standard border and shall follow Caltrans format. • The Consultant is fully responsible for the accuracy and completeness of the plans and related PS&E. City reviews shall not transfer the responsibility for the accuracy, completeness, or details with which such designs are depicted on the plans. • The title sheet for the specifications and each sheet of the plans shall bear the professional seal, certificate number, registration and classification, expiration date, and signature of the professional engineer responsible for its preparation. Phase 2 services also include engineering and design services for pavement of the Adobe Creek Reach Trail and improvements at East Meadow Drive as described in this scope of services. Task 4 – Phase 2 Project Management and Coordination 4.1 Phase 2 Project Management The Consultant shall provide project management and administration services including monitoring subconsultants’ activities, coordinating with the City and subconsultants, implementing quality control and quality assurance procedures, submitting monthly invoices and progress reports, preparing and maintaining project schedule, and developing a work plan to ensure the project remains within budget and on schedule. 4.2 Phase 2 Project Meetings The Consultant shall attend up to six (6) in-person Project Development Team meetings with Caltrans, and up to 14 progress and coordination meetings with City staff and key stakeholders. Prepare and submit agenda and meeting minutes for each meeting for City staff reviews. 4.3 Phase 2 Utility and Agency Coordination The Consultant shall coordinate with the affected utility companies (City, Caltrans, PG&E, SCVWD, telecommunication companies, and property owners) to assist them in developing relocation plans (to be prepared by the individual facility owners) and permits/agreements. The Consultant shall prepare a utility base map including relocation information received from the utility companies. Prepare and submit Caltrans letters to the affected utility owners and assist the City with finalizing agreements and permits to construct with each affected utility. Consultant shall attend up to six (6) utility coordination meetings. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 6 Revision July 20, 2016 4.4 Right-of-Way Services The Consultant shall utilize a Caltrans certified Right-of-Way (“R/W”) agent to perform engineering and acquisition services to assist the City in obtaining ownership in fee of property necessary to construct the improvements, and to obtain rights of entry or temporary construction easements as required. Potential acquisitions include: 1) Private property at 3600 West Bayshore Road on the west of Route 101 2) SCVWD aerial and access easements / joint use agreements over Adobe Creek and the confluence of Adobe and Barron Creeks, and Adobe Creek Reach Trail 3) PG&E 34-inch gas main and temporary easements; 4) Caltrans aerial and access easement over Highway 101. The City will provide the preliminary title reports for APNs: Palo Alto Baylands (APN: 008-05- 005), SCVWD (APN: 127-10-100, APN: 127-56-006 and APN: 127-56-007), and 3600 West Bayshore Road (APN: 127-10-076). The Consultant shall acquire record mapping from the Santa Clara County, SCVWD, PG&E and Caltrans. Delineate right-of-way and property lines in the areas of acquisition. The Consultant shall also prepare appraisal sketches showing property lines and proposed acquisition over aerial photos. Prepare four (4) descriptions with accompanying plats for permanent acquisition and four (4) descriptions with accompanying plats for temporary acquisitions. The Right-of-Way agent shall follow Caltrans Right-of-Way certification process. The Caltrans certified Right-of-Way agent shall review appraisal documents, determine property value, provide final approval of appraisal and make a written offer. During boundary surveys, any conflicts or alternate evidence may trigger the need to file a record of survey map. Should such a conflict or evidence occur, work shall be immediately stopped and the City’s and Consultant’s project team shall be notified. Work shall continue when the City’s and Consultant’s team resolves the issues, agrees upon an approach and path forward, and additional budget for a record of survey map has been secured. Task 5 - Final PS&E (90% and 100%) 5.1 Landscape Plans The Consultant shall develop landscape plans in accordance with the landscape concept approved in Phase 1. Landscape items include, but are not limited to: • Signage, amenities, planting and irrigation plans for landings, trailheads, and approach areas • Planting and irrigation plans for bio-swales and storm water management techniques 5.2 Lighting Plans The Consultant shall develop lighting design in accordance with the lighting concept approved in Phase 1. Prepare lighting plans, elevations, fixture schedules, luminaire cut sheets, control plans, mounting details, and specifications for conceptual lighting plan. Provide photometric calculations for both functional and aesthetic lighting of the bridge. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 7 Revision July 20, 2016 5.3 Architectural Plans Upon approval of the 65% architectural design, the Consultant shall develop architectural plans to 90% completion. Incorporate City and Caltrans comments to prepare final (100%) architectural plans. 5.4 Erosion Control and Construction Phase BMPs The Consultant shall prepare a Storm Water Pollution Prevention Plan (SWPPP) for the Project in compliance with the National Pollutant Discharge Elimination System (NPDES) regulations in effect at the City issues the notice to proceed. The SWPPP shall be used to obtain construction permitting by the contractor during construction. 5.5 Permanent BMP’s The Consultant shall prepare a Final Water Quality Technical (WQT) Report to address the permanent BMP’s to protect water quality after completion of construction. The WQT Report shall include a map showing the locations and types of Low Impact Development, Structural Source Control, Treatment Control, and Hydromodification Control (if applicable) BMP’s for the project. Such BMP’s shall be shown on construction plans. In addition, prepare an Inspection, Operation, and Maintenance Plan. 5.6 Bridge Independent Check As required by the Caltrans Office of Special Funded Projects (OSFP), the Consultant shall ensure that an independent check of the bridge design and drawings is performed. . The independent check shall be performed by an engineer who was not involved in the design of the bridge. The independent check shall be performed for 65% and subsequent design phases. 5.7 Civil Plans Upon approval of the 65% civil design, the Consultant shall develop civil plans to 90% completion. Incorporate City and Caltrans comments to prepare final (100%) civil plans. 5.8 Structural Plans Upon approval of the 65% structural design, the Consultant shall develop structural plans to 90% completion. Incorporate City and Caltrans comments to prepare final (100%) structural plans. 5.9 Project Specifications and Special Provisions Upon approval of the 65% Special Provisions and Technical Specifications, the Consultant shall develop Special Provisions and Technical Specifications to 90% completion. Incorporate City and Caltrans comments to prepare final (100%) Special Provisions and Technical Specifications. 5.10 Cost Estimate Upon approval of the 65% cost estimate, the Consultant shall develop the 90% cost estimate. The Consultant shall incorporate City and Caltrans comments to finalize the cost estimate. Include supporting data for City use in administering construction. 5.11 Final PS&E Submittals 90% PS&E Submittal: The 90% PS&E submittal shall include all plans in required format, special provisions, technical specifications, and the engineer’s estimate as follows: DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 8 Revision July 20, 2016 • Full Size 90% Plans (22x34) – five ( 5) sets • General and Special Provisions, technical specifications – five (5) sets • Bid Quantities and Cost Estimate – two (2) sets The deliverables listed above shall also be provided in electronic format. Additional copies shall be provided to Caltrans OSFP in accordance with Caltrans OSFP Manual Guidelines. Two half- size sets of the 90% PS&E shall be submitted to SCVWD for review. Per Caltrans OSFP Manual Guidelines, an initial (90%) and intermediate (91%, 92%, etc. as applicable) shall be submitted to Caltrans OSFP for review. City’s Construction Management (CM) Firm will perform an independent review of the 90% PS&E to provide constructability, bidability and cost verification. 100% (Final) PS&E Submittal: The 100% (Final) PS&E submittal shall include all plans in required format, stamped calculations, special provisions and the engineer’s estimate as follows: • Full Size Final Plans (22x34) – five (5) sets • General and Special Provisions, technical specifications – five (5) sets • Stamped Structural Design Calculations – two (2) sets • Bid Quantities and Cost Estimate – two (2) sets The deliverables listed above shall also be provided in electronic format. Additional copies shall be provided to Caltrans OSFP in accordance with Caltrans OSFP Manual Guidelines. Two half- size sets of the 100% PS&E shall be submitted to SCVWD for their files. 5.13 Caltrans Encroachment Permit, R/W Certification and Maintenance Agreement The Consultant shall assist the City in obtaining Caltrans Encroachment Permit and necessary Right-of-Way Certification for construction of the proposed improvements within State R/W. Consultant shall complete and sign American with Disabilities Act (ADA) Certifications. The Consultant shall also assist the City in negotiation of Maintenance Agreements for the permanent structure within the State R/W and for the public access of the Santa Clara Valley Water District maintenance road along Adobe Creek. The City will be the lead on the Caltrans and SCVWD maintenance agreement coordination and negotiation. Consultant assistance to the City will be limited to preparation of exhibits upon request by the City. Consultant is not required to attend maintenance agreement meetings. Task 6 – Adobe Creek Reach Trail and East Meadow Drive Improvements The Adobe Creek Reach Trail connects two trailheads, West Bayshore Road and East Meadow Drive on the west side of the project. This trail serves as a maintenance road for the SCVWD and provides an off-road, more direct access to the bridge. This task includes engineering and design services related to the Adobe Creek Reach Trail pavement and improvements at East Meadow Drive including a raised crosswalk and bulb outs for bike safety, in accordance with the approved Site and Design application for the project. 6.1 Meetings and Coordination The Consultant shall attend two (2) in-person meetings with the City / SCVWD for design DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 9 Revision July 20, 2016 coordination and to receive input. The Consultant shall provide meeting agenda and minutes. 6.2 Preliminary Investigations/Field Survey/Utility Mapping Data Collection and Review: The Consultant shall obtain and review available data for design of the proposed improvements. The following information should be provided by the City: As-built plans Utility information at East Meadow Drive Right of way information No utility coordination is included as part of this task since no utility impacts are expected by the proposed improvements. Field Surveying: The consultant shall conduct field surveys to document existing site conditions for the proposed improvements at the Adobe Creek Reach Trail and East Meadow Drive. The consultant shall use North American Vertical Datum of 1988 (NAVD 88) for surveying and mapping. Survey for the Adobe Creek Reach Trail shall include elevations every 30 feet within the project limits for the following items: Surface utilities, poles, fence, grade breaks Top and bottom of wall Survey for East Meadow Drive shall include elevations every 25 feet within the project limits for the following items: Top of curb and flow line East Meadow Drive centerline and edge Fences, Gates Utilities, Poles Back of walk and edge of pavement (sidewalk) Base Mapping: The Consultant shall prepare topographic base maps that will serve as the background of the design plans and provide a basis of determining required modifications and conforms to the existing features. 6.3 Preliminary Design (15% and 35% PS&E) The Consultant shall prepare concept plans to identify the proposed project geometry on 20- foot scale. The concept plans shall also identify overall impacts based on the proposed improvements. The plans shall be submitted to the City for initial review in order to ensure the proposed plans clearly define the project scope of improvements as intended. The consultant shall develop the opinion of probable order of construction cost estimate of the proposed improvements. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 10 Revision July 20, 2016 6.4 65% Plans, Specifications, and Estimate (65% PS&E) With the establishment of the geometric design and vertical alignments approved in Task 6.3, the consultant shall develop the design to 65% design level for City’s review. The consultant shall prepare the plans in accordance with City/Caltrans current standards, as applicable. All plans shall be prepared on a 20-foot scale, as applicable. The 65% PS&E shall include the following: Plans: Typical Sections for the trail and roadway improvements shall be provided, identifying existing conditions and clearances and the proposed pavement structural sections for any construction or reconstruction work. Demolition Sheets to include all demolition and/or relocation work required to accommodate construction of the proposed improvements. Layout Sheets shall include basic horizontal and vertical layout information and be populated with all the major construction features. Construction Detail Sheets to provide design details for the various construction components, primarily grading information and custom details for construction. Utility Plan for the improvements proposed at East Meadow Drive. No utility relocations are anticipated as a result of the proposed improvements; however, the utility plans shall show all existing utilities in the project limits for reference. Stage Construction and Traffic Handling Plans for the work proposed at East Meadow Drive. The plans shall identify construction area signs and any potentially required detours, including temporary night closures, to complete the project construction. It is assumed that no stage construction and traffic handling considerations are required for the proposed Reach Trail improvements. Signing and Striping Plans shall delineate the proposed striping and sign plan. A field survey shall be conducted to develop an inventory of existing signs so that the disposition of existing signs may be highlighted in the plans. It is assumed that separate quantity sheets shall not be required to support the project estimate. Stormwater runoff management plans shall also be included. Cost Estimates: The cost estimate shall identify construction work items, quantities, unit costs, and summarize the estimated construction cost. Specifications: The specifications shall be prepared for all work items necessary for the construction of the proposed improvements and the consultant shall assemble the appropriate standard 2015 Special Provisions for the Project. The specifications shall be in accordance with City Standard Specifications requirements and formatting. 6.5 Final PS&E Submittals (90% and 100%) The consultant shall incorporate City’s comments on the 65% design PS&E and develop 90% and 100% design PS&E including the design of safety railing along the Adobe Creek Reach Trail. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 11 Revision July 20, 2016 90% PS&E Submittal: The 90% PS&E submittal shall include all plans in required format, special provisions, technical specifications, and the engineer’s estimate as follows: • Full Size 90% Plans (22x34) – five ( 5) sets • General and Special Provisions, technical specifications – five (5) sets • Bid Quantities and Cost Estimate – two (2) sets The deliverables listed above shall also be provided in electronic format. Additional copies shall be provided to Caltrans OSFP in accordance with Caltrans OSFP Manual Guidelines. Two half- size sets of the 90% PS&E shall be submitted to SCVWD for review. Per Caltrans OSFP Manual Guidelines, an initial (90%) and intermediate (91%, 92%, etc. as applicable) shall be submitted to Caltrans OSFP for review. 100% (Final) PS&E Submittal: The 100% (Final) PS&E submittal shall include all plans in required format, stamped calculations, special provisions and the engineer’s estimate as follows: • Full Size Final Plans (22x34) – five (5) sets • General and Special Provisions, technical specifications – five (5) sets • Stamped Structural Design Calculations – two (2) sets • Bid Quantities and Cost Estimate – two (2) sets The deliverables listed above shall also be provided in electronic format. Additional copies shall be provided to Caltrans OSFP in accordance with Caltrans OSFP Manual Guidelines. Two half- size sets of the 100% PS&E shall be submitted to SCVWD for their files. ASSUMPTIONS The Phase 2 scope of services includes the following assumptions, in addition to the assumptions included in Exhibit “A” of the Contract, as applicable: 1. Design services related to the potential upgrades identified after significant completion of the 35% design such as welded/woven wire mesh fencing, handrail, etc. can be provided for additional fee with a consideration of an extension of the project design schedule as necessary. (Continued on the next page.) DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 12 Revision July 20, 2016 PHASE 3 – SCOPE OF SERVICES In addition to the above-detailed services, CONSULTANT shall also provide the Phase 3 services detailed below. PHASE 3 – BIDDING AND CONSTRUCTION SUPPORT SERVICES Task 7 – Bid Phase Services 7.1 Bid Package The Consultant shall prepare bid documents including bid forms and final PS&E that can be used to solicit competitive bids for the Project. The final signed PS&E noted in Task 5.11 will serve as the Bid Package. Advertisement, reproduction and distribution will be by the City. 7.2 Pre-bid Conference and Bid Addenda The Consultant shall attend the Pre-Bid Conference and support the City with response to questions during bidding. Pre-Bid conference will be administered by the City. Task 8 – Construction Phase Services The Consultant shall provide construction administration and support during the anticipated construction duration from fall 2019 through completion of construction in winter 2020. Construction Administration Services shall include: 8.1 Pre-Construction Meeting The Consultant shall attend one (1) pre-construction meeting. City Resident Engineer (“RE”) shall prepare agenda and minutes of the meeting. Consultant shall respond to project and construction documents related questions raised during the meeting. 8.2 Submittals and Request for Information (RFIs) (Allowance) Design Clarifications: The Consultant shall provide clarifications and/or explanations of the construction documents to the City/City RE, as requested by the City RE during construction. Request for Information: The Consultant shall provide City RE with responses to Contractor initiated Requests for Information (RFIs) related to structural, civil, electrical, geotechnical, architectural and landscape elements of work as requested by City RE. Shop Drawing Review: The Consultant shall review Contractor’s structural shop drawings and structural calculations. Structural shop drawing reviews will be limited to the following primary structural reviews: (1) Structural concrete mix designs DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 13 Revision July 20, 2016 (2) Structural shop drawings for Adobe Creek POC Principal Span Structure including: (a) Structural steel shop drawings (b) Metal decking shop drawings (c) Miscellaneous metal shop drawings (d) Strong-back beam calculations and shop drawings (e) Welding Quality Control Plan (f) Bridge Bearing shop drawings (g) Bridge Delivery and Erection Plan (3) Structural shop drawings for Adobe Creek Bridge including: (a) Prefabricated steel truss bridge shop drawings and calculations (b) Metal decking shop drawings (c) Welding Quality Control Plan (d) Bridge Bearing shop drawings and anchorage calculations (4) Structural shop drawings for Exist Adobe Creek Bridge (Modify) including: (a) Calif ST-30 Bridge Rail (Modify) shop drawings (b) Miscellaneous metal shop drawings (c) Welding Quality Control Plan (5) Pile installation plans including: (a) Adobe Creek POC (b) Adobe Creek Bridge (c) Pile Supported Architectural Railing (d) Pile supported light poles (6) Architectural railing shop drawings Structural reviews not specifically identified above will be performed by the City’s RE and will include, but not necessarily be limited to, the following: (1) Source inspection of prefabricated elements (such as Adobe Creek POC Principal Span and Adobe Creek Bridge Prefabricated Steel Superstructure) (2) Welding Procedure Specification (“WPS”) for all welding (3) Concrete formwork and placement plans (4) Falsework shop drawings and camber strips (5) Bar reinforcing steel shop drawings (6) Bridge concrete placement plans (7) Concrete Placement Logs (8) Inspection Pipe and Reinforcing Cage Coupler Log (9) Concrete Placement Logs (10) Slurry Test Records (11) Methacrylate Public Safety Plans (as Required) (12) Methacrylate Airborne Emissions Monitoring (as Required) (13) Product Data and Certificates of Compliance (14) Manufacturer’s Test Reports (15) Warranties (16) Utility Protection Plans DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 14 Revision July 20, 2016 The Consultant shall review non-structural shop drawings as requested by the City RE. This task assumes that the primary non-structural reviews will be performed by the RE and includes an allowance for providing support to the RE related to: (1) General civil traffic control and utility elements of work (2) General electrical elements of work (3) General landscaping elements of work (4) General geotechnical elements of work 8.3 Meetings and Coordination The Consultant shall provide Design Team management and administration throughout construction. All City and City RE coordination with the Design Team will be routed through Consultant. The Consultant shall attend the City RE progress meetings during the course of the construction upon request of the City RE. The Consultant shall make site visits for construction coordination as requested by the City RE. Up to 12 one hour in person meetings/site visits, and up to 12 one hour teleconferences assumed. The Consultant shall attend the Pile Installation preconstruction meeting and the Adobe Creek POC Principal Span Erection Preconstruction meeting. Additional meetings/site visits can be provided as Extra Work. 8.4 Final Review The Consultant shall participate in the City RE’s final project review at the site and assist the City RE to prepare the final review punch list. 8.5 Record Drawings The Consultant shall coordinate the preparation of record drawings with the Contractor and City RE during the construction and post construction phases. Consultant shall perform final review of the records drawings for “as-built” accuracy and submit the record drawings for review and approval by the City and Caltrans. The Consultant shall make any modifications to the record drawings per Caltrans comments as necessary. 8.6 Geotechnical Observation of CIDH Concrete Piles A total of three 6-foot diameter, seven 5-foot diameter and seventeen 3-foot diameters piles are anticipated. Up to two 8-hour working days per pile is assumed for 5-foot and 6-foot diameter CIDH Concrete piles and up to one 8-hour working day is assumed per pile for 3-foot diameter CIDH Concrete Piles. The actual construction method to be used by the Contractor is currently unknown; steel casing method with slurry construction is assumed for planning purposes. The geotechnical field engineer shall be at the site to observe the drilling operations for quality assurance purposes and to log the soil material encountered. In the event there are substantial variations or issues develop, the geotechnical field engineer shall alert and communicate them to the City RE. It is not the intent of the geotechnical field engineer to DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 15 Revision July 20, 2016 dictate the Contractor’s ‘means and methods of construction operations’ but to be available to the City RE for providing additional information and support. The Geotechnical Engineer shall submit a letter report of field observations, findings, and results. 8.7 Biological Services during Construction Consultant shall provide construction support related to compliance with requirements in the project’s December 2017 Mitigation Monitoring and Reporting Program (MMRP) from the City of Palo Alto, the January 2017 California Department of Transportation (Caltrans) Natural Environment Study (NES) and Biological Assessment (BA), and the July 2017 Letter of Concurrence (LOC) from the U.S. Fish and Wildlife Service (USFWS). Obtain Biologist Approvals, Prepare a Worker Education Program, and Conduct Environmental Training Sessions: The project’s NES, BA, LOC, and MMRP require USFWS-approved qualified biologists to conduct all training sessions and monitoring work. Consultant shall submit the names and resumes of proposed biologists involved in conducting all training sessions and monitoring work described herein to the USFWS for approval. The submittal shall include a cover letter and attached resumes for biologists qualified to conduct training sessions and/or monitoring activities for federally listed wildlife species. In accordance with the NES, BA, LOC, and MMRP, the Consultant shall prepare a Worker Education Program and provide a USFWS-approved qualified biologist to present this training to construction crews and contractors. The training should include a description of the California Ridgway’s rail (Rallus obsoletus obsoletus), salt marsh harvest mouse (Reithrodontomys raviventris), and salt marsh wandering shrew (Sorex vagrans halicoetes), as well as their habitats, biology and general behavior, the importance of the species, their legal status, the general measures that are being implemented to conserve these species as they relate to the project, the boundaries within which the project may be accomplished, notification protocols in the event that a listed species is observed, and penalties for violation. Training sessions should be provided as needed (e.g., as additional construction personnel begin work on the project). It is assumed that most training sessions can be provided concurrently with the construction monitoring task described below and includes the development of printed training materials and up to 10 additional training sessions. Consultant shall maintain a record of all personnel trained by the qualified biologist, and this record shall be made available to the USFWS and City of Palo Alto for compliance verification. Preconstruction Survey for Nesting Birds: The project’s NES and MMRP require a qualified biologist to conduct a pre-activity survey for nesting birds within 48 hours prior to project activities that are initiated during the nesting season (i.e., between February 1 and August 31). Project activities are currently scheduled to begin in fall 2019, and thus there is some possibility that work activities within the environmentally sensitive areamay begin in January and the preconstruction survey for DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 16 Revision July 20, 2016 nesting birds may not be needed. However, if project activities begin after February 1, 2019, the following preconstruction survey shall be performed. A qualified biologist knowledgeable in bird identification, behavior, and nesting habits shall conduct a preconstruction survey for active nests of protected bird species (i.e., birds protected under the Migratory Bird Treaty Act and California Fish and Game Code) to ensure that no nests are disturbed during project implementation. This survey shall be conducted no more than 48 hours prior to the initiation of construction activities. During the survey, the biologist shall inspect all construction areas, access roads, and staging areas, as well as all areas within 300 feet of these areas for active nests of raptors (e.g., hawks, owls, and falcons) and within 100 feet of these areas for active nests of other birds (as access allows) as required by the NES and MMRP. Following the completion of the survey, Consultant shall prepare a letter report summarizing our results for compliance verification of project preconstruction survey requirements. If an active bird nest is detected, Consultant shall provide the location of the nest, the anticipated duration of nesting activity based on the species of bird and the stage of the nest (i.e., eggs or nestlings), and recommendations to avoid impacts to the nest during construction activities (i.e., an appropriate non-disturbance buffer). Per the requirements of the NES and MMRP, for the Consultant shall coordinate with the California Department of Fish and Wildlife (CDFW) to determine the extent of construction-free buffer zones around any active nests. Preconstruction Survey and Construction Monitoring for Salt Marsh Harvest Mice and Salt Marsh Wandering Shrews: The project’s NES, BA, LOC, and MMRP require a USFWS-approved qualified biologist to conduct a preconstruction survey within the work area in the Palo Alto Flood Control Basin for salt marsh harvest mice and salt marsh wandering shrews and monitor vegetation removal and wildlife exclusion fence installation. In addition, the MMRP requires a USFWS- approved biologist to conduct a preconstruction survey for salt marsh harvest mice and salt marsh wandering shrews no more than one month prior to the start of project activities that occur prior to April 15 and after October 15. A USFWS-approved qualified biologist shall conduct a preconstruction survey of the work area on the morning that work in the Palo Alto Flood Control Basin begins, and shall remain on-site to monitor the duration of clearing and grubbing and wildlife exclusion fence installation. It is assumed that vegetation removal and fence installation will be completed in five working days. This task includes an allowance for up to 40 hours of monitoring by a qualified biologist, if needed. As required by the NES and concurrently with the preconstruction survey and monitoring work, the biologist shall look for western pond turtles and their nests within the work area. If any pond turtles are detected in areas where they could potentially suffer injury or mortality due to project activities, they would be relocated in consultation with the CDFW to areas outside of the work area that provide suitable habitat. Per the requirements of the NES and MMRP, the consultant shall coordinate with the City DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 17 Revision July 20, 2016 and USFWS or CDFW if a salt marsh harvest mouse or salt marsh wandering shrew is observed, or with the CDFW if a western pond turtle requires relocation, during the preconstruction survey or monitoring work. 8.8 Prepare SIQMP The Consultant shall prepare the Source Inspection Quality Management Plan (SIQMP) in accordance with the project Technical Specifications, and Caltrans guidelines and recommended practices. The Consultant shall submit the SIQMP to Caltrans for their review and approval. ASSUMPTIONS: The Phase 3 scope of services includes the following assumptions, in addition to the assumptions included in Exhibit “A” of the Contract, as applicable: A. The City will assign a Resident Engineer (RE) to the project that will be responsible for day to day oversight of the City’s Contractor and all inspections required by the Project Documents. It is assumed that the City RE will have all of the necessary experience, expertise and authority to manage the day to day oversight of the project, coordinate with outside agencies (such as Caltrans, County, SCVWD, Google, Utilities, etc.) and to perform all necessary inspections and shop drawing reviews not otherwise identified as being performed by the Design Team as outlined herein. B. Phase 3 work is limited to the work outlined herein. Minor and construction management and administration elements will be reviewed by the City RE. C. All correspondence, shop drawing submittals and RFIs for Design Team review will be routed and coordinated through the RE to Consultant. D. The RE will provide any necessary coordination with the affected utility companies, adjacent property owners or other outside entity affected by the work. E. Shop drawing reviews are provided for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. Consultants review shall not constitute approval of safety precautions or, unless otherwise specifically stated by Consultant, of construction means, methods, techniques, sequences or procedures. Consultant’s review of a specific item shall not indicate approval of an assembly of which the item is a component. F. The allowance for assisting the RE with responses to RFI assumes the following: Structural: 25 RFIs at an average of 8 hours each Civil: 20 RFIs at an average of 8 hours per each Electrical: 2 RFIs at an average of 6 hours per each Geotechnical: 2 RFIs at an average of 6 hours per each DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 18 Revision July 20, 2016 Landscape: 5 RFIs at an average of 6 hours per each Architectural: 6 RFIs at an average of 6 hours each G. The allowance for shop drawing review and RFIs is based on the above assumptions and our best estimate based on our experience and similar previous projects and the anticipated needs and constraints of the City. The actual costs could be lower or higher than the estimate depending upon the requested services, the Contractor's schedule and proposed operations, and the City RE’s management of the work. The Consultant services will be provided on a time and materials basis up to the approved allowance. Shop drawing reviews and RFIs beyond the approved allowance can be provided as Extra Work. H. Record Drawings will be prepared from one consolidated master mark-up set of City RE red line comments provided to Consultant by the City RE. Record Drawings will be prepared per project drafting standards in AutoCad format and it is assumed that Caltrans will not require translation of Record Drawings into Microstation format. I. Construction staking and construction inspection services are excluded from this proposal. J. The preparation/revision of a SWPPP is not included as part of this proposal. K. Caltrans standard specifications for CIDH construction and acceptance testing are adopted for this project and non-destructive testing (gamma-gamma logging/GGL) is required for the CIDH Concrete Piles. GGL testing will be performed by the City RE and results made available to the Design Team and geotechnical field engineer. L. The City RE will provide the geotechnical field engineer and qualified biologist with timely notifications of the work start date so that the preconstruction surveys and geotechnical observations can be conducted within the timeline described above. M. The environmental training session will be prepared and conducted in English. It is assumed that the Contractor or City of Palo Alto will provide interpretation of the environmental training session for non-English speaking workers. N. Structural observation services are optional services to provide supplemental support to the City and may vary depending on the services being provided by the City RE. O. It is anticipated that the shop drawing and RFI reviews will occur within one continuous 18-month work window. If the work is not completed within the designated work window, then addition fee will be required. P. Construction inspection services are not included in the current scope of work. OPTIONAL SERVICES: The following optional services may or may not be required during this project. These optional services are not authorized as part of the Contract Amendment No.2. If the services detailed below under this “Optional Services” section are desired, the Parties will execute a subsequent amendment with regard to such services. 8.9 Addendum The Consultant shall prepare one City requested Addendum to the Final PS&E documents. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 19 Revision July 20, 2016 8.10 Biological Services during Construction Active Nest Monitoring: If an active nest is detected during the nesting bird preconstruction survey, the project’s NES and MMRP require consultation with the CDFW if active nests are detected, and the CDFW may require a qualified biologist to monitor the active nests during project work. This task includes an allowance for up to 40 hours of active nest monitoring by a qualified biologist, if needed. 8.11 Structural Observation The objective of the structural observation services shall be to verify that the subject structures are constructed, inspected and tested per the construction documents, as intended in the structural design. The structural observer shall verify that the structural construction is in general conformance with the contract documents and the inspections (being performed by the City Resident Engineer) are in general conformance with the guidelines outlined in the relevant Caltrans construction and inspection manuals. The following is the anticipated scope of services that the City may desire structural observation on the project structures. (1) General periodic observation of the different structures construction for conformance to the plans and specifications. Observation of the construction for the following critical elements and construction periods: Adobe Creek POC: 1. The first day of rebar and concrete placement for piles 2. Periodically during the placement of rebar for the East & West Approach Structure and Principal Span substructures 3. Periodically during the placement of concrete for the East & West Approach Structure and Principal Span substructures 4. Periodically during the placement of rebar for the East & West Approach Structure superstructures 5. Periodically during the placement of concrete for the East & West Approach Structure superstructures 6. Installation of Principal Span Structure superstructure. 7. Periodically during the installation of the steel railing posts for the East & West Approach Structure and Principal Span Structure Adobe Creek Bridge: 1. The first day of rebar and concrete placement for piles 2. Periodically during the placement of rebar 3. Periodically during the placement of concrete 4. Installation of superstructure. Retaining Walls and Approach Structure: DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 20 Revision July 20, 2016 1. Periodically during the placement of rebar 2. Periodically during the placement of concrete Existing Adobe Creek Bridge (Modify): 1. Periodically during the placement of rebar 2. Periodically during the placement of concrete 3. Periodically during the placement of steel railing (2) Coordination with the City RE to verify general compliance to accepted structural inspection practices (3) Review of the City RE inspector’s reports (4) Review of pile construction report (5) Review of steel bridge welding reports (6) Review of concrete cylinder break test results (7) Provide letter of conformance for the subject structures 8.12 Change Orders The Consultant shall prepare minor City requested Contract Change Orders (CCOs) as necessary. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 21 Revision July 20, 2016 EXHIBIT B SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 (AMENDED- REPLACES PREVIOUS) CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”). PHASE 1 – DESIGN DEVELOPMENT AND CALTRANS PA&ED Milestones No. of Weeks to Completion from Phase 1 NTP 1.Task 1. Preliminary Design 98 weeks 2.Task 2. Caltrans Approval Document 98 weeks 3.Task 3. PS&E (65%)98 weeks PHASE 2 – FINAL DESIGN AND PS&E (CONTRACT AMENDMENT NO. 1) Milestones No. of Weeks to Completion from Phase 2 NTP 4.Task 4. Phase 2 Project Management and Coordination 52 weeks 5.Task 5. Final PS&E (90% and 100%)52 weeks 6.Task 6. Adobe Creek Reach Trail and East Meadow Drive 52 weeks Improvements PHASE 3 – BIDDING AND CONSTRUCTION SUPPORT (CONTRACT AMENDMENT NO. 2) Milestones No. of Weeks to Completion from Phase 3 NTP 7.Task 7. Bid Phase Services 95 weeks 8.Task 8. Construction Phase Services 95 weeks DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 22 Revision July 20, 2016 EXHIBIT “C” COMPENSATION, AMENDMENT NO. 2 (AMENDED- REPLACES PREVIOUS) 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. 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 PHASE 1 – DESIGN DEVELOPMENT AND CALTRANS PA&ED Task 1 $905,062 (Preliminary Design) Task 2 $5,715 (Caltrans Approval Document) Task 3 $249,485 (PS&E (65%)) PHASE 2 – FINAL DESIGN AND PS&E (CONTRACT AMENDMENT NO. 1) Task 4 $69,974 (Phase 2 Project Management and Coordination) Task 5 $270,301 (Final PS&E (90% and 100%)) Task 6 $38,337 (Adobe Creek Reach Trail and East Meadow Drive Improvements) PHASE 3 – BIDDING AND CONSTRUCTION SUPPORT (CONTRACT AMENDMENT NO. 2) Task 7 $27,495 DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 23 Revision July 20, 2016 (Bid Phase Services) Task 8 $393,024 (Construction Phase Services) Sub-total Basic Services $1,959,393 Reimbursable Expenses $238,570 Total Basic Services and Reimbursable expenses $2,197,963 Additional Services (Not to Exceed) $219,796 Maximum Total Compensation $2,417,759 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 not to exceed: $238,570 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 $500 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. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A Classification Actual Hourly Rate (Min) Actual Hourly Rate (Max) Overhead Multiplier Fee Fully Loaded Rate (Max) Fully Loaded Rate (Max) Principal III $95.00 $105.00 155.66% 10.00% $267.16 $295.29 Principal II $80.00 $95.00 155.66% 10.00% $224.98 $267.16 Principal I $75.00 $82.00 155.66% 10.00% $210.92 $230.61 Associate $55.00 $67.00 155.66% 10.00% $154.67 $188.42 Engineering Manager $50.00 $57.00 155.66% 10.00% $140.61 $160.30 Senior Engineer $42.00 $52.00 155.66% 10.00% $118.11 $146.24 Project Engineer $38.00 $48.00 155.66% 10.00% $106.87 $134.99 Staff Engineer $32.00 $40.00 155.66% 10.00% $89.99 $112.49 Assistant Engineer $28.00 $34.00 155.66% 10.00% $78.74 $95.62 Junior Engineer $17.00 $32.00 155.66% 10.00% $47.81 $89.99 Sr. Computer Drafter $30.00 $47.00 155.66% 10.00% $84.37 $132.18 Administration $11.00 $52.00 155.66%10.00%$30.93 $146.24 *Charge Rates Applicable October 1, 2015 – September 30, 2016 (Charge Rate revisions will be submitted in October of each year) BIGGS CARDOSA ASSOCIATES, INC. RFP No. 162262 Highway 101 Bicycle/Pedestrian Overcrossing Project DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A BIGGS CARDOSA ASSOCIATES INC STRUCTURAL El'JGINEERS 885 T he Alsmeds San Jose, CA 95126-3133 Telephone 408-296-5515 Feice;rrn,le 408-296-8114 i ,. Attachment A DIRECT HOURLY RATES JANUARY 1, 2016 - DECEMBER 31, 2016 PERSONNEL HOURLY RATES ENGINEERING Principal (Natalina Bernardi $125.00) $125.00 Associate (Jeff Wang $69.57) $69.00 - $75.00 Project Manager (Jason Mansfield $58.00) $45.00 - $65.00 Engineer IV $45.00 - $55.00 Engineer III $40.00 - $55.00 Engineer II $33.00 - $47.00 Engineer I $29.00 - $37.00 Engineer Assistant $15.00 - $22.00 SURVEYING Surveyor IV $45.00 - $55.00 Surveyor III $40.00 - $55.00 Surveyor II $33.00 - $47.00 Surveyor I $29.00 - $37.00 Field Surveyor $16.00 - $48.00 DESIGN AND DRAFTING Technician $35.00 - $40.00 Drafter $20.00 - $30.00 SERVICES AND EXPENSES Project Assistant $20.00 - $30.00 Clerical/Administrative Assistant $63.00 Overhead Rate is 180.00% and Profit is 10%. Charges for outside services, equipment, and facilities not furnished directly by BKF Engineers will be billed at cost plus 10%. Such charges may include, but shall not be limited to printing and reproduction services; shipping, delivery, and courier charges; subconsultant fees and expenses; special fees, permits, and insurance; transportation on public carriers, meals, and lodging; and consumable materials. Mileage will be charged at the prevailing IRS rate per mile. Monthly invoices are due within 30 days from invoice date. Interest will be charged at 0.833% per month on past due accounts. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A •~:, =-=• 100 YEARS BkF ENGINEERS SURVEYORS PLANNERS Attachment A Job Classification Position Rate Range Base Hourly Rate Overhead Rate Home Office Billing Rate Home Office 10% Profit Senior Principal $75-$80 80.00$ 224.00%259.20$ 285.12$ Managing Principal $75-$80 80.00$ 224.00%259.20$ 285.12$ Senior Project Manager $50-$64 64.00$ 224.00%207.36$ 228.10$ Project Manager $40-$50 50.00$ 224.00%162.00$ 178.20$ Architect III $37-$39 39.00$ 224.00%126.36$ 139.00$ Architect II $33-$36 36.00$ 224.00%116.64$ 128.30$ Architect I $30-$32 32.00$ 224.00%103.68$ 114.05$ Designer III $35-$37 37.00$ 224.00%119.88$ 131.87$ Designer II $32-$34 34.00$ 224.00%110.16$ 121.18$ Designer I $29-$31 31.00$ 224.00%100.44$ 110.48$ Intern III $26-$28 28.00$ 224.00%90.72$ 99.79$ Intern II $23-$25 25.00$ 224.00%81.00$ 89.10$ Intern I $20-$22 22.00$ 224.00%71.28$ 78.41$ Specification Writer $35-$40 40.00$ 224.00%129.60$ 142.56$ Staff III $23-$29 29.00$ 224.00%93.96$ 103.36$ Staff II $20-$22 22.00$ 224.00%71.28$ 78.41$ Staff I $17-$19 19.00$ 224.00%61.56$ 67.72$ Claudia Guadagne, President 4-Jan-16 Print Name, Title Date FMG Architects 2016 Rate Break Down Table FMG Architects DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A Classification Actual Hourly Rate Overhead Multiplier Fee Fully Loaded Rate Principal $75.25 184.00% 10.00% $235.08 Associate $54.39 184.00% 10.00% $169.91 Project Manager 1 $45.69 184.00% 10.00% $142.74 Designer 1 $32.14 184.00% 10.00% $100.41 Construction Manager $50.26 184.00% 10.00% $157.01 Administration $20.00 184.00% 10.00% $62.48 Callander Associates Palo Alto Highway 101 DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A Classification/Role Labor Rate actual and/or range Loaded Rate 2.5 plus 10% (2.75) Project Manager $92.59 $254.61 Sr. Engineering Geologist $65 $178.75 Sr. Project Engineer (QA QC- Eng. Manager)$67.1 $184.53 Sr. Project Engineer $53 - $61 $145.75 - $167.75 Project Engineer $43 - $50 $118.25 - $137.5 Field Engineer $44 - $50 $ 121 - $137.5 Lab Technician/@Materials Tester $32 - $44 $88 - $121 Sr. Staff Engineer/PE $33 - $35 $90.75 - $96.25 Staff Engineer $28 - $34 $ 77 - $93.5 Draftsperson $34 - $36 $93.5 - $99 The rates may be changed based on annual escalations and are valid for the year specified. Loaded Rates are calculated based on: 42.27% Labor Fringes 107.73% Gen. Admin. & Overhead 150% Total Overhead 10% Fee 2.75 Total Multiplier @ Prevailing Wage will apply as per DIR requirements & will be calculated on a project specific basis. 2016 Billing Rate Cost Plus Fee DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A ~l:~BJKJJ Attachment A Y&C Transportation Consultants, Inc. 2016 Billing Rates Engineer XII $203-$226/hr Engineer XI $181-$203/hr Engineer X $158-$181/hr Engineer IX $140-$158/hr Engineer VIII $131-$140/hr Engineer VII $120-$131/hr Engineer VI $109-$120/hr Engineer V $97-$109/hr Engineer IV $84-$97/hr Engineer III $72-$84/hr Engineer II $64-$72/hr Engineer I $59-$64/hr Technician IV $57-$80/hr Technician III $45-$57/hr Technician II $38-$45/hr Technician I $34-$38/hr Clerk III $45-$80/hr Clerk II $38-$45/hr Clerk I $34-$38/hr The billing rates are subject to change at the beginning of each year. The billing rate is based on a 1.047 overhead multiplier plus 10% fee. MISCELLANEOUS COSTS Reimbursables (Printing and Materials, Express Mail and Delivery Expenses, Filing Fees, Parking and Field Expenses) will be billed at cost. Auto Mileage will be billed at current IRS rate. DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A IY&C Transportation Consultants, Inc. Attachment A Labor Classification Hourly Salary Overhead Multiplier Professional Fee % (Profit) Fully Loaded Hourly Rate Project Manager $71.51 186.0%10%$225.00 Project Engineer $62.00 186.0%10%$195.07 Senior Engineer $55.00 186.0%10%$173.04 Associate Engineer $44.50 186.0%10%$140.01 Assistant Engineer $40.00 186.0%10%$125.85 Designer $35.00 186.0%10%$110.12 Junior Engineer $32.50 186.0%10%$102.25 Technician $25.00 186.0%10%$78.66 Indirect Labor Percentage Calculations Employee & Fringe Benefits (1) 36.8% 11.2% 6.5% Payroll Tax 8.7% PST Contribution 9.6% Workers Comp 0.8% General Overhead Expense (2) 149.2% 24.6% Office Expenses 8.7% Supplies 2.8% Automobile 2.2% Travel 1.6% Taxes & Licenses 0.3% 2.5% 2.0% 4.5% Depreciation 6.3% 92.1% Miscellaneous 1.6% Total Indirect Cost (1)+ (2) 186.0%<-- Indirect Cost used for Multiplier Indirect % of Direct Labor Calculations* Benefit Insurance Legal & Accounting Schaaf & Wheeler Fully Loaded Hourly Rate by Classification Vacation, Sick, Holiday General Administration Corporate Insurance Rent and Maintenance Prof Dues & Training *Modified categories to match Federal DCAA Audit for Schaaf & Wheeler DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A CM CARLSON MANAGEMENT, INC. RATE INFORMATION Bill Carlson, PE o Direct Rate: $81.00/Hour o Multiplier: 2.02 o Fee: 10% o Loaded Rate: $179.98/HR o Labor Rate increase at 3% per calendar year o ODCs as requested: At cost plus 5% markup DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A ii=====1 ;==:: Ca R LS• N :::::::~! 5 ~ maNaGeMeNT · INC Attachment A Overhead Classification Min Max Multiplier Fee Min Max Principal Project Manager 61.00$ 87.00$ 200.74%10.00%201.80$ 287.81$ Senior Project Manager 50.00$ 53.00$ 200.74%10.00%165.41$ 175.33$ Project Manager 34.00$ 47.00$ 200.74%10.00%112.48$ 155.48$ Associate Project Manager 27.00$ 40.00$ 200.74%10.00%89.32$ 132.33$ Assistant Project Manager 25.00$ 31.00$ 200.74%10.00%82.70$ 102.55$ Researcher 23.00$ 26.00$ 200.74%10.00%76.09$ 86.01$ Graphic Artist 25.00$ 28.00$ 200.74%10.00%82.70$ 92.63$ *Charge Rates Applicable October 1, 2015 - September 30, 2016 (Charge Rate revisions will be submitted in October of each year.) David J. Powers & Associates, Inc Actual Hourly Rate Fully Burdened Hourly Rate Fee Schedule U.S. 101/Adobe Creek Bike/Ped Overcrossing Project DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A I II II II I Attachment A Highway 101 Bicycle/Pedestrian Overcrossing Project , Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 865 The Alameda San .Jose, CA 961 26-31 33 Telephone 408-296-661 6 Facsimile 408-296-S 1 1 4 IClasslflcat;oo Principal Ill Principal II Principal I Associate Engineering Manager Senior Engineer Project Engineer Staff Engineer Assistant Engineer Uunior Engineer Sr. Computer Drafter Administration I BIGGS CARDOSA ASSOCIATES, INC. Fee Schedule Actual Hourly Actual Hourly Rate Rate Overhead (Min) (Max) Multiplier $97.00 $110.00 155.66% $82.00 $99.00 155.66% $77.00 $85.00 155.66% $58.00 $70.00 155.66% $52.00 $61.00 155.66% $48.00 $53.00 155.66% $42.00 $50.00 155.66% $36.00 $41.00 155.66% $32.00 $35.00 155.66% $17.00 $34.00 155.66% $34.00 $49.00 155.66% $17.00 $55.00 155.66% (Charge Rate revisions will be submitted in October of each year) Fully Loaded Fully Loaded Rate Rate Fee (Min) (Max) 10.00% $272.79 $309.35 10.00% $230.61 $278.41 10.00% $216.54 $239.04 10.00% $163.11 $196.86 10.00% $146.24 $171.55 10.00% $134.99 $149.05 10.00% $118.11 $140.61 10.00% $101.24 $115.30 10.00% $89.99 $98.43 10.00% $47.81 $95.62 10.00% $95.62 $137.80 10.00% $47.81 $154.67 $ Attachment A Job Classification Position Rate Range Base Hourly Rate Overhead Rate Home Office Billing Rate Home Office 10% Profit Senior Principal Architect (CG) $77-$100 $ 82.50 223.17%266.62$ 293.28$ Managing Principal (CF) $77-$100 $ 82.50 223.17%266.63$ 293.29$ Senior Project Manager/Architect (RC) $55-$75 $ 54.50 223.17%176.14$ 193.75$ Senior Project Manager/Architect (DK) $55-$75 $ 70.00 223.17%226.22$ 248.84$ Program Manager (PB) $77-$100 $ 80.00 223.17%258.54$ 284.39$ Senior Project Manager/Engineer (LD) $77-$100 $ 80.00 223.17%258.54$ 284.39$ Senior Project Manager/Engineer (MH) $77-$100 $ 80.00 223.17%258.54$ 284.39$ Senior Project Manager/Engineer (OR) $77-$100 $ 80.00 223.17%258.54$ 284.39$ Senior Project Manager $55-$75 $ 55.00 223.17%177.75$ 195.53$ Project Manager (ST) $45-$65 $ 43.90 223.17%141.88$ 156.07$ Project Manager (MG) $45-$65 $ 49.85 223.17%161.10$ 177.21$ Project Manager (CU) $45-$66 $ 41.00 223.17%132.51$ 145.76$ Project Architect (JC) $45-$55 $ 41.00 223.17%132.50$ 145.75$ Architect III $45-$55 $ 41.00 223.17%132.50$ 145.75$ Architect II $40-$45 $ 33.99 223.17%109.85$ 120.84$ Architect I (LM) $35-$40 $ 39.40 223.17%127.32$ 140.05$ Designer III (JP) $35-$40 $ 37.00 223.17%119.58$ 131.54$ Designer III (LC) $35-$41 $ 37.00 223.17%119.59$ 131.55$ Designer I $25-$30 $ 29.87 223.17%96.53$ 106.18$ Intern III $30-$35 $ 26.78 223.17%86.54$ 95.19$ Intern II (VB) $25-$30 $ 26.00 223.17%84.02$ 92.42$ Intern I $20-$25 $ 20.60 223.17%66.57$ 73.23$ Technical / Specifications Writer $35-$45 $ 38.80 223.17%125.39$ 137.93$ Staff III $25-$30 $ 23.69 223.17%76.56$ 84.22$ Staff II (JG) $20-$25 $ 25.00 223.17%80.79$ 88.87$ Staff I (JR) $15-$20 $ 16.00 223.17%51.72$ 56.89$ Business Development $50-$90 $ 64.99 223.17%210.04$ 231.04$ Proposal Manager $30-$50 $ 35.00 223.17%113.09$ 124.40$ Account Analyst $25-$50 $ 35.00 223.17%113.09$ 124.40$ Claudia Guadagne, President 3-Jul-18 Print Name, Title Date FMG Architects 2018 Rate Break Down Table Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A Standard Schedule of Compensation 2018 San Jose General The following list of fees and reimbursable expense items shall be used in providing service in the agreement. These amounts shall be adjusted in January, upon issuance of an updated Standard Schedule of Compensation: Hourly Rates Principal $200/hour Senior Associate $183/hour Associate $173/hour Senior Project Manager $157/hour Project Manager 1 $150/hour Project Manager 2 $142/hour Construction Manager $153/hour Job Captain $131/hour Designer 1 $123/hour Designer 2 $113/hour Assistant Designer $100/hour Project Administrator $105/hour Accounting $126/hour San Jose Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A G::\ Callander Associates • I Landscape Architecture 4) YEARS Attachment A Staff Name Classification/Role Labor Rate Loaded Rate 2.50 plus 10% (2.75) Parikh, Gary Project Manager 98.22$ 270.11$ Baker, James Sr. Geologist 66.95$ 184.11$ Wang, David Sr. Project Engineer 71.19$ 195.77$ Lam, Alston Sr. Project Engineer 63.84$ 175.57$ Wang, Yuan-Kai (Frank)Sr. Project Engineer 61.80$ 169.95$ Mark McKee Sr. Project Engineer 50.40$ 138.59$ Wei, Haoli (Peter)Sr. Project Engineer 50.30$ 138.32$ Ortakci, Ali Emre Project Engineer 45.89$ 126.19$ Saravanapavan, Kandeepan Project Engineer 45.89$ 126.19$ Cronin, Kyle Project Engineer 46.36$ 127.49$ Bhangoo, L Field Engineer/Geologist, @Materials Tester 46.88$ 128.91$ Santos, V Field Engineer/Geologist, Lab Technician, @Materials Tester 46.88$ 128.91$ Ahmad, N Sr. Lab Technician, @Materials Tester 34.08$ 93.72$ Genabe, Angelo Lab Technician, @Materials Tester, Staff Engineer, Field Technician 26.78$ 73.65$ Zhang, Yeqi (Jackson)Sr. Staff Engineer/PE 35.71$ 98.21$ Khosravani, Sarah Sr. Staff Engineer/PE 35.41$ 97.37$ Ouyang, Kang Drafting Cadd Tech 37.18$ 102.23$ The rates may be changed based on 3% annual escalations and are valid for the year specified. Loaded Rates are calculated based on: Labor Fringes 42.27% Gen. Admin & Overhead 107.73% FAR Overhead Rate 150.00% Fee 10% Multiplier 2.75 @ Prevailing Wage will apply as per DIR requirements & will be calculated on a project specific basis. EFFECTIVE FOR 2018 Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A ~l:6Bl~.t! Attachment A Professional Fees Fees Effective January 1, 2018 Personnel Classification Hourly Billing Rate Principal $ 235 – 269 Senior Associate Ecologist $ 211 Associate Ecologist $ 196 Senior Ecologist 2 $ 178 Senior Ecologist 1 $ 161 Ecologist 2 $ 139 Ecologist 1 $ 123 Field Biologist 2 $ 107 Field Biologist 1 $ 89 Senior GIS Analyst $ 131 GIS Analyst $ 112 GIS Technician $ 95 Technical Editor $ 107 Technical Support $ 85 Clerical Support $ 70 Deposition and Testimony Two times standard rate Billing rates are subject to annual increases of up to 4% and will be adjusted at the beginning of each calendar year. Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A Attachment A 1319 Bridgeway • Sausalito, CA • 94965 • 415.332.7284 • Fax 415.332.7285 All rates stated in United States Dollars (USD). Principal: $ 165.00 per hour Director of Lighting Design: $ 155.00 per hour Senior Lighting Designer / Project Manager $ 135.00 per hour 3D Artist/Pre-Visualization Manager: $ 130.00 per hour Lighting Designer: $ 110.00 per hour BIM / Revit Drafter: $ 110.00 per hour Lighting Programmer: $ 100.00 per hour Control Systems Specialist: $ 100.00 per hour Administration $ 100.00 per hour Junior Lighting Designer: $ 90.00 per hour CAD Drafter $ 90.00 per hour The above rates are good through January 01, 2017. Phase 3 Bidding and Construction Support Services DocuSign Envelope ID: ECFC6401-A18D-4C3B-AE85-DCC3574F531A LIGHTSWITCH® Attachment A *Not Yet Approved* Resolution No. _________ Resolution of the City Council of the City of Palo Alto Approving the Modification of the Freeway Agreement between the State of California and the City of Palo Alto Dated May 12, 1958 Relating to that Portion of State Highway Route 101 in the City of Palo Alto RECITALS A.WHEREAS, the State of California (“State”) and the City of Palo Alto (“City”) have entered into a Freeway Agreement dated May 12, 1958 (the “Freeway Agreement”) relating to that portion of State Highway Route 101 (“Highway 101”) in the City as identified in Exhibit A to the Freeway Agreement; B.WHEREAS, City may install in the future, pursuant to encroachment permits issued by the State, a pedestrian overcrossing over that portion of Highway 101 in the City (the “Highway 101 Pedestrian Overcrossing”) in order to help facilitate travel across Highway 101 by pedestrians and bicyclists and ease automobile traffic congestion; C.WHEREAS, State and City have entered into the Project Specific Maintenance Agreement dated December 31, 2018 (the “Maintenance Agreement”) addressing maintenance responsibilities in relation to the new Highway 101 Pedestrian Overcrossing; D.WHEREAS, the plan map attached hereto marked Exhibit A‐1 has been prepared by the City showing construction of the new Highway 101 Pedestrian Overcrossing; E.WHEREAS, the State, through its Department of Transportation, requested that the City, by resolution, approve the construction of the new Highway 101 Pedestrian Overcrossing, as shown on the attached plan map marked Exhibit A‐1; F.WHEREAS, the plan map attached hereto marked Exhibit A‐1 showing the new Highway 101 Pedestrian Overcrossing has been reviewed and approved by the Public Works Director of the City; NOW, THEREFORE, BE IT RESOLVED as follows: // // // // Attachment B *Not Yet Approved* // SECTION 1. The City Council of the City of Palo Alto hereby resolves that the modification to the Freeway Agreement dated May 12, 1958 to revise the freeway plan as shown on the attached plan map marked Exhibit A‐1 to construct the new Highway 101 Pedestrian Overcrossing along and over Highway 101 in the City of Palo Alto is hereby approved. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: _____________________________ ______________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _______________________________ _______________________________ Assistant City Attorney City Manager or Designee Attachment to City Council of City of Palo Alto Resolution No._________ Modification to the Freeway Agreement between State of California and City of Palo Alto dated May 12, 1958 Exhibit A-1 - Plan Map Page 1 of 1 2,000' R/W R/W R/ W R / W NOT TO SCALE LEGEND AREA WITHIN STATE ~ RIGHT OF WAY TO BE MAINTAINED BY CITY SAN FRANCISCO BAY PALO ALTO -TO MENLO PARK PROJECT LOCATION ROUTE 101 PM 50.5 SF BAY TRAIL BIKE & PEDESTRIAN OVERCROSSING PALO ALTO BAYLANDS NATURE PRESERVE ROUTE 101 SANTA CLARA COUNTY City of Palo Alto (ID # 10344) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Cubberley Community Center Field Synthetic Turf Replacement and Track Title: Approval of Contract Number C20175131 With O'Grady Paving, Inc. in the Amount of $1,836,214 to Provide Synthetic Turf Replacement and Track Installation Services for the Cubberley Track and Field Replacement Project, Capital Improvement Program Project CB-19000 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract C20175131 with O’Grady Paving Inc. (Attachment A) in the not-to-exceed amount of $1,669,284 for the Cubberley Track and Field Replacement Capital Improvement Program project (CB-19000); 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 which may develop during the project, the total value of which shall not exceed $166,930. Discussion Capital Improvement Project (CIP) Cubberley Track and Field Replacement (CB-19000) provides funding for replacement of the synthetic turf at the Cubberley Community Center Play Field as well as for the replacement of the decomposed granite track to an all-weather rubber track, associated asphalt drive access, asphalt goal storage area, decomposed granite access path to the rear of Greendell Elementary School and an area of attenuated rubberized surfacing for multi-generational fitness purposes. Improvements to the existing bleachers were completed last year by Community Services Department using maintenance funds. The work to be performed under the contract includes: Base Bid Item Removal and disposal of existing synthetic turf and infill material CITY OF PALO ALTO City of Palo Alto Page 2 Regrading the synthetic turf area The addition of a shock absorbing and drainage pad under the new synthetic turf The installation of a new synthetic turf field and infill material All fields markings: 1) larger field, 2) smaller fields and 3) lacrosse field Bid Alternate Items Removal and disposal of existing decomposed granite track material Installation of a new all-weather rubberized track with asphalt and sub-base material Installation of a 20’ x 30’ attenuated rubber exercise area Installation of asphalt access drive and soccer goal storage areas Installation of decomposed granite access path to the rear of Greendell Elementary School The Cubberley Community Center synthetic turf field has been in high demand by youth and adult soccer leagues, first-come-first-served groups and individuals, since its opening in 2009. Due to this high use the field has been heavily worn and is in need of replacement, which aligns with industry standards of a 8-10 year life cycle for synthetic turf fields. The turf that will be installed at Cubberley Community Center Play Field (SprintTurf with TPE infill) passed the City's environmental testing requirements for human health standards, groundwater and surface water quality based on Environmental Protection Agency and the State of California standards. The turf contains no recycled tire products. There are a few significant advantages to synthetic turf. A natural grass field requires over two million gallons of water each year, while the City’s synthetic turf fields do not require any irrigation. The City’s four synthetic turf fields (two at Stanford Palo Alto Playing Fields, one at Cubberley, and one at El Camino Park) along with the 13 City natural turf fields (and 20 Palo Alto School District natural grass fields), are vital in meeting the high, and growing, demand for playing fields. Bid Process On April 24, 2019, an Invitation for Bids (IFB) for the Cubberley Synthetic Turf Field Replacement was posted online through PlanetBids and (709) seven hundred and nine notifications were sent to general contractor, subcontractors, consultants, and builder’s exchanges through the City’s eProcurement systems. The bidding period was 28 days. A non- mandatory pre-bid meeting was held on May 7, 2019. Bids were received from two qualified firms (O’Grady Paving Inc., and O.C. Jones & Sons Inc.) on May 21, 2019 (Attachment B). Summary of Bid Process Bid Name/Number Cubberley Synthetic Turf Field Replacement Project IFB #175131 Proposed Length of Project 90 calendar days Number of Bid Packages 11 City of Palo Alto Page 3 Downloaded Contractors Number of Bid Packages Downloaded by Builder’s Exchanges 8 Total Days to Respond to Bid 28 Pre-Bid Meeting? Yes (Non-mandatory) Number of Bids Received: 2 Bid Price Range (base bid plus alternates) $1,669,284 - $1,973,690 A review of the bids received included the base bid item of the synthetic turf field replacement and all the bid alternates including: 1) the replacement of the decomposed granite track to an all-weather rubber track, 2) associated asphalt drive access, 3) asphalt goal storage area, 4) decomposed granite access path to the rear of Greendell Elementary School and 5) an area of attenuated rubberized surfacing for multi-generational fitness purposes. Bids varied from a high of $1,973,690 to a low of $1,669,284 and ranged from 9% above to 8% below the engineer’s estimate of $1,800,000. Staff has reviewed all bids and recommends that the bid totaling $1,669,284 submitted by O’Grady Paving Inc. be accepted and that O’Grady Paving Inc. be declared the lowest responsible bidder. Staff reviewed other similar projects performed by O’Grady Paving Inc. and their subcontractors, finding no significant complaints with their previous work. Staff also checked with the Contractor's State License Board and confirmed that the contractor has an active license on file. Staff has reviewed all bids submitted and recommends the Base Bid and bid alternates totaling $1,669,284 submitted by O’Grady Paving, Inc. be accepted, and O’Grady Paving, Inc. be declared the lowest responsible bidder. The construction contingency amount of $166,930, which equals ten percent of the total contract, is requested for related, additional, but unforeseen work which may develop during the project. Timeline This project is scheduled for a 90-day construction period. Construction is expected to be completed in October 2019. Resource Impact City of Palo Alto Page 4 Funding for this project is available in the 2020 fiscal year for the Cubberley Track and Field Replacement Capital Improvement Program project (CB-19000). Policy Implications Policy C-214: Reinvest in aging facilities to improve their usefulness and appearance. Avoid deferred maintenance of City infrastructure. Environmental Review Pursuant to the requirements of the California Environmental Quality Act (CEQA), the project is categorically exempt from CEQA, per Section 15303 New Construction or Conversion of Small Structures. Attachments: Attachment A - C20175131 O'Grady Paving Inc_Cubberley Synthetic Replacement and Track Attachment B - Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C20175131 City of Palo Alto Cubberley Synthetic Turf Field Replacement and Track Project Attachment A CI TY OF PALO ALTO Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Attachment A 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 Attachment A 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 Attachment A 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 Attachment A Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 24, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and O’GRADY PAVING, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a 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 24, 2019, City issued an Invitation for Bids (IFB) to contractors for the Cubberley Synthetic Turf Field Replacement and Track project (“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 Cubberley Synthetic Turf Field Replacement and Track, located at Cubberley Community Center, Athletic Field, 4000 Middlefield Rd, Palo Alto, CA 94303("Project"). Attachment A 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. Attachment A Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than October 5, 2019. 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 five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages Attachment A Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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 One million six hundred sixty nine thousand two hundred eight four Dollars ($1,669,284). [This amount includes the Base Bid and Additive Alternates 1-4.] 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. Attachment A 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. Attachment A 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: Peter Jensen AND [Include Construction Manager, If Applicable.] Attachment A 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. Attachment A • 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 Attachment A Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Attachment A 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, Attachment A Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Attachment A 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. Attachment A 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 Attachment A • Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Attachment A 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. Attachment A Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v)Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ Attachment A • ~ Bid Summary Project: Rinconada Synthetic Turf Replacement and Track Project Date: 5/22/19 Base Bid Items DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) 1 110,855 Sq.ft.Remove Existing Synthetic Turf Field Material and infill (sand and rubber pellets) and disposed at a certified location $0.90 $99,769.50 $0.65 $72,055.75 2 99,755 Sq.ft.Fine grade existing turf area inside the perimeter of the surround ribbon drain (protect all utilities in place drainage & water)$0.15 $14,963.25 $0.65 $64,840.75 3 50 Cu.yd. Fine Grade an 8’ wide section around the perimeter of the of the field for the new ‘Brock’ pad system to meet existing grade of perimeter ribbon drain – Excess soil to be discarded by contractor off site $100.00 $5,000.00 $520.00 $26,000.00 4 110,855 Sq.ft.Install new brock pad material over the entire surface of the synthetic field area $1.60 $177,368.00 $1.50 $166,282.50 $6.10 $7.50 6 12 Lump Sum Install new soccer goal anchors $800.00 $9,600.00 $600.00 $7,200.00 7 1,306 Ln.ft.Clean out all debris from existing perimeter ribbon drain and discard material $5.00 $6,530.00 $22.00 $28,732.00 TOTAL:$ 989,446.25 TOTAL:$ 1,196,523.50 Bid Alternate Items DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) BID ALTERNATE ITEM #1 – Track 1 710 Cu.yd.Remove decomposed granite material and sub soil to a depth of 6” of finish surface of track and properly discard $85.00 $60,350.00 $91.00 $64,610.00 2 155 Ln.ft.Remove existing concrete curb and 42” tall chain link fence on grand stand side of field (maintain existing adjacent concrete walkway undamaged)$60.00 $9,300.00 $41.00 $6,355.00 3 1610 Ln.ft.Install 9” wide by 6” deep concrete curb around curb around outside perimeter of track with (2) #4 rebar continuous $45.00 $72,450.00 $39.00 $62,790.00 5 370 Tons Install 1 1/2” thick asphalt sub base for rubberized track surface installation (asphalt typical)$150.00 $55,500.00 $172.00 $63,640.00 6 155 Ln.ft.Install 9” wide by 24” deep concrete cub with chain link fence sleeves at 6’ o.c. (24” depth) replacing curb at edge of grand stands $120.00 $18,600.00 $73.00 $11,315.00 7 155 Ln.ft.Install new 42” tall black vinyl clad chain-link fence along the top of grand stand new curb (typical) – top fence railing required $75.00 $11,625.00 $56.00 $8,680.00 BID ITEM APPROX.QTY.UNIT O'GRADY UNIT PRICE O'GRADY TOTAL $35,250.00 $676,215.505110,855 Sq.ft.Install new synthetic turf field and (TPE) infill material including field stripping (per plan) – (1) main soccer field (2)side soccer field (1) lacrosse field 4 470 Cu.yd. Install 4” Class II AB base as sub base of track $75.00 O'GRADY UNIT PRICE O'GRADY TOTALUNITAPPROX.QTY.BID ITEM O.C. JONES & SONS UNIT PRICE O.C. JONES & SONS TOTAL O.C. JONES & SONS UNIT PRICE O.C. JONES & SONS TOTAL $831,412.50 $169.00 $79,430.00 Attachment B 8 38,150 Sq.ft. Install 1/2” thick layer of track rubberized surfacing over top of the asphalt (rubber material by Beynon BSS 300 type or approved equal) including track stripping – 6 lanes (per plan) $8.25 $314,737.50 $8.60 $328,090.00 9 3,000 Sq.ft.Fine grade a 3’ wide area around perimeter of track to 2” below grade of new perimeter curb (maintain soil from track removal on site to perform this work)$2.50 $7,500.00 $2.00 $6,000.00 TOTAL:$585,312.50 TOTAL:$630,910.00 BID ALTERNATE ITEM #2 – Access Drive 10 67 Cu.yd. Remove decomposed granite material and sub soil to a depth of 8” of finish surface properly discard at new asphalt field entry $100.00 $6,700.00 $182.00 $12,194.00 11 126 Ln.ft.Install 9” wide by 6” deep concrete curb around curb around outside perimeter of track with (2) #4 rebar continuous $60.00 $7,560.00 $29.00 $3,654.00 13 17 Tons Install 2” thick asphalt paving at entry driveway into field area $200.00 $3,400.00 $300.00 $5,100.00 14 5380 Sq.ft.Grade area at north end of track 3” below finish grade of perimeter curb for DG vehicle access path to rear of school gate (remove 40 Cu.yd.)$2.00 $10,760.00 $3.30 $17,754.00 15 445 Ln.ft.Install 2” x 4” synthetic wood header board on outside of DG vehicle access pad (stake 3’ o.c. with metal stakes)$15.00 $6,675.00 $22.00 $9,790.00 16 40 Cu.yd. Install 2” thick layer of decomposed granite for vehicle access at north end of track $200.00 $8,000.00 $460.00 $18,400.00 TOTAL:$ 48,595.00 TOTAL:$82,042.00 BID ALTERNATE ITEM #3 – Rubberized Pad & Asphalt Paving 17 50 Cu.yd.Remove decomposed granite material and sub soil to a depth of 8” of finish surface and properly discard at area adjacent to grand stands $100.00 $5,000.00 $223.00 $11,150.00 18 100 Ln.ft.Install 9” wide by 6” deep concrete curb around curb around outside perimeter of track with (2) #4 rebar continuous $60.00 $6,000.00 $29.00 $2,900.00 20 19 Tons Install 2” thick asphalt paving at area adjacent to grand stands $200.00 $3,800.00 $415.00 $7,885.00 21 10 Cu.yd. Install 6” Class II AB base at sub base of attenuated rubberized surfacing $200.00 $2,000.00 $310.00 $3,100.00 22 530 Sq.ft.Install 2” layer of attenuated rubberized surfacing (by Tot Turf Standard EPDM with 70% tan and 30% red mix) $18.00 $9,540.00 $11.00 $5,830.00 23 125 Sq.ft.Grade decomposed granite area adjacent to drinking fountain $10.00 $1,250.00 $10.00 $1,250.00 24 180 Sq.ft.Asphalt path work 2’ wide section along edge of new concrete curb in area adjacent to grand stands $10.00 $1,800.00 $25.00 $4,500.00 TOTAL:$32,030.00 TOTAL:$44,319.00 BID ALTERNATE ITEM #4 – Asphalt Paving 25 19 Cu.yd.Remove soil to a depth of 8” of finish surface and properly discard at area adjacent to grand stands $200.00 $3,800.00 $370.00 $7,030.00 26 85 Ln.ft.Install 9” wide by 6” deep concrete curb around curb around outside perimeter of track with (2) #4 rebar continuous $60.00 $5,100.00 $29.00 $2,465.00 27 10 Cu.yd. Install 6” Class II AB base for asphalt paving at either side of small bleacher area $200.00 $2,000.00 $610.00 $6,100.00 28 10 Tons Install 2” thick asphalt paving at either side of small bleacher area $300.00 $3,000.00 $430.00 $4,300.00 TOTAL:$13,900.00 TOTAL:$19,895.00 $5,500.001250Cu.yd. Install 6” Class II AB base as sub base for asphalt paving $110.00 $2,640.001924Cu.yd. Install 6” Class II AB base as sub base of asphalt $110.00 $321.00 $7,704.00 $303.00 $15,150.00 Attachment B TOTAL (All Bid Alternates) :$679,837.50 TOTAL:$777,166.00 TOTAL (Base & Bid Alternates) :$1,669,283.75 TOTAL:$1,973,689.50 Bid Deduct Items 1 38136 Sq.ft. Repair existing decomposed granite track – fill in low spots $0.10 $3,813.60 $1.20 $45,763.20 2 110855 Sq.ft. Use cork infill material instead of TPE infill $0.77 $85,358.35 $2.45 $271,594.75 TOTAL:$89,171.95 TOTAL:$317,357.95 Attachment B City of Palo Alto (ID # 10349) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Investment Policy Update Title: Adoption of the Fiscal Year 2020 Investment Policy From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that Council approve the City’s Investment Policy (Policy) (Attachment A) with the following changes: 1. Under SCOPE (Page 3 of Attachment A) clarify that funds held by the Authority for California Cities Excess Liability (ACCEL) and the California Employers’ Retiree Benefit Trust (CERBT) are not covered by the City’s Investment Policy. 2. Increase the percent of funds that may be held in California State, California Local Government Agencies, and other United States State Bonds (aka Municipal/State Bonds), from 20 percent to 30 percent of the par value of the portfolio (Page 5 of Attachment A), to allow for greater investment in these bonds and further increase portfolio diversification. 3. To comply with state law, reduce the maximum allowable maturity of Supranational Organizations Securities from 10 years to 5 years (Page 7 of Attachment A). 4. Approve a variety of text changes for clarity including updating certain Explanations of Permitted Investments and the Glossary of Investment Terms (in Appendix A & B of Attachment A starting on Page 14). Discussion The Investment Policy (Policy) requires that the Policy be reviewed, and any changes proposed by Staff be approved by the City Council during the annual budget process. Staff proposes several changes to the Policy, as listed in the Recommendation section of this report. City of Palo Alto Page 2 Scope of Investment Policy There are two additional entities the City is involved with, but their investments are not governed by the City’s Policy. For clarity, staff recommends that the Policy be amended to state that funds held by these entities are not covered by the City’s Policy. These entities are the Authority for California Cities Excess Liability (ACCEL) and the California Employer’s Retirees Benefit Trust (CERBT). The Policy does not cover funds held by ACCEL or CERBT. ACCEL was established in 1986 and offers pooled excess liability coverage to thirteen cities across California, including the City of Palo Alto. Currently, Member Cities self-insure their liability risk to $1 million, pool their liability risk between $1,000,001 and $5 million (i.e., the pool layer), and purchase excess liability coverage above the pool layer in tiers up to a maximum of $200 million. ACCEL’s investment of its temporary idle cash is guided by ACCEL’s Investment Policy. As an ACCEL member, the City’s Risk Manager serves on the Authority’s Board of Directors and this allows City staff an opportunity to review and comment on changes proposed to ACCEL’s Investment Policy, prior to their Board’s approval. The last ACCEL’s Investment Policy update was reviewed by City staff in January 2019. In FY 2008, the City elected to participate in an irrevocable trust to provide a funding mechanism for retiree health benefits. The Trust, CERBT, is administrated by CalPERS and managed by a separately appointed board, which is not under control of the City Council. There are three separate investment portfolios offered by CERBT (Strategy 1, Strategy 2, and Strategy 3), with different asset allocation strategies. The City participates in CERBT Strategy 1 which invests in a higher percentage of equities. Historically, equities have a higher rate of return, greater fluctuation of value, and greater risk than the other two strategies. Increase Maximum Limit for Municipal/State Bonds Close to 20 percent of the City’s Investment Portfolio is invested Municipal/State Bonds for agencies in the State of California, California local government agencies, and the other 49 U.S. states. California local government agencies include: 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. Consistent with California state law, investments in any of the non-state level jurisdictions of the other 49 states would still not be permitted. The City’s portfolio, as of March 31, 2019, has Municipal/State Bonds from 48 separate government entities totaling $106.6 million or 19.7 percent of the City’s portfolio. Graph 1, as of March 31, 2019, shows the City’s investment by type. City of Palo Alto Page 3 Staff recommends increasing the Municipal/State Bonds’ Policy limit from 20 percent to 30 percent of the par value of the portfolio. All Municipal/State Bonds, at the time of investment, will continue to have 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). By adding the additional flexibility to invest in Municipal/State Bonds, the City has greater options for investing idle cash, maintaining a solid portfolio yield and, most importantly, preserving City capital in secure available investment instruments. In addition, increasing the Policy’s limit for Municipal/State Bonds will allow further portfolio diversification and compensation for current and future scarcity of U.S. agency bonds. Agencies such as the Federal National Mortgage Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) are issuing fewer securities under Congressional scrutiny. Maximum Maturity for Supranational Securities Supranational securities, per California state code, are specifically called out as having a maximum remaining maturity of five years or less. This recommendation will bring the City’s policy in compliance with the state code. The City’s $18 million portfolio holding of Supranational securities complies since all have maturities of five years or less. City of Palo Alto Page 4 Clarifying Changes to Policy Finally, staff has edited the Policy for clarity, including updating the definitions of Medium-Term Corporate Notes (Page 14 of Attachment A) and brokers (Page 17 of Attachment A). These recommended language changes do not change current investment priorities, practices, or objectives. Resource Impact There is no budget impact associated with this report. Existing budgeted resources will be used to manage the City’s portfolio. Policy Implications This report outlines various changes to the Policy including the scope of the Policy, the maximum percentage of the par value of the portfolio in Municipal/State Bonds, maximum maturity for Supranational securities, and clarifying changes to the Policy. Environmental Review 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 Investment Policy 2019-20 1 Attachment A PROPOSED CITY OF PALO ALTO Investment Policy Fiscal Year 2019-20 With 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 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. 2 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, Ssince all possible cash demands cannot be anticipated, however, 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 investment of idle funds as close to 100 percent as possible. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RESPONSIBILITIES 3 In addition to and subordinate to the Safety, Liquidity, and Yield above investment objectives (e.g. Safety, Liquidity, & Yield), the City has a desire to encourage investments that support sound environmental, social and governance (ESG) objectives are also considered. investing. While the City’s portfolio is may not be classified as an ESG portfolio, investments in entities that support community well-being through practices that emphasize safe and environmentally sound objectives; practices and fair labor practices; and equality of rights regardless of sex, race, age, disability, or sexual orientation, is encouraged. Direct investments are discouraged 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.requirement. 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. 3. The City shall maintain a minimum of one month’s net cash needs in short term and/or liquid investments. 4 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). a. There is no limit on purchase of these securities except for: Callable and Multi-step-up securities provided that: 5 - 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 230 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 that are rated by a nationally recognized rating service (e.g. Moody’s, Fitch, and/or Standard and Poor’s). 6 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. 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 7 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 510 years maturity. 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 8 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. He or sheThe 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. of Administrative Services (Assistant). 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 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. 9 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. of Administrative Services. 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 Administrative Services Director before being added to the City's list of approved dealers; including. In addition, 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) 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:on: itsthe 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 10 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 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 12 necessary funds to liquidate the indebtedness. 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.Notes of a maximum of five years maturity issued by corporations organized and operating with the United States or by depository institutions licensed by the United States or any state and operating with the United States. According to California Government Code Section 53601, “Notes eligible for investment under this subdivision shall be rated in athe rating category of “Double A” or its equivalent or better by a nationally recognized rating service. Purchase of medium-term notes shallmay include other instruments authorized by this section and shall not exceed 30 percent of the agency’s surplus moneys that which may be invested pursuant to this section.” 13. Supranational Securities: California Government Code Section(CGC 53601) 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. CGCSection 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 15 advisory services Inter‐American Development Bank (IADB), a member of the 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.A broker brings buyers and sellers together so that he can earn a commission. 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).GAAP. ItThe 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: (a) The annual rate of interest that a bond’s issuer promises to pay the bondholder on the bond’s face value or the . (b) A 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. 18 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). 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. 19 FEDERAL OPEN MARKET COMMITTEE (“FOMC”): The FOMC consists of seven 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. 20 OFFER: The price asked by a seller of securities (when one buys securities, one asks for an offer). See “Asked” and “Bid”. 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 (CGC) 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, 21 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. 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(CGC 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 # 10379) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approve Contract for $89,860 with MIG for Baylands Conservation Plan Environmental Analysis Title: Approval of Contract Number C19173981 With MIG, Inc. in the Amount of $89,860 for Six Months for Environmental Analysis of the Baylands Comprehensive Conservation Plan From: City Manager Lead Department: Community Services Recommendation Staff recommends that City Council: 1. Approve a Professional Services Agreement with MIG, Inc., in an Amount Not to Exceed $89,860 for environmental review of the Baylands Comprehensive Conservation Plan pursuant to the California Environmental Quality Act (CEQA) Background The Baylands Comprehensive Conservation Plan (BCCP) project (PG-17000) was adopted as part of the Fiscal Year 2019 Adopted Capital Budget. The purpose of the BCCP is to develop guiding principles and best management practices to holistically manage the Palo Alto Baylands by balancing ecosystem protection, environmental education, and passive recreational uses. The BCCP will provide the City of Palo Alto with clear direction on how to manage the Baylands using an ecosystem-based model that considers both conservation and recreation goals. The BCCP will identify and include: 1. A vision, goals, objectives, and strategies that will define the management direction of the Baylands Nature Preserve for the next 15 years. 2. A prioritized Action Plan to realize the goals, objectives, and strategies that reflect current/anticipated funding, staffing and volunteer levels. 3. A Design Plan for the Byxbee Park Hills, which will build upon a 2015 Byxbee Park Hills Interim Plan. City of Palo Alto Page 2 4. An assessment of possible best uses for the 36.5-acre ITT antennae field located within the Baylands, which was dedicated as parkland in 2017. Discussion The BCCP is considered a Project under the California Environmental Quality Act (CEQA) and therefore requires that the project be evaluated to determine if it may cause either a direct or reasonably foreseeable indirect physical change in the environment. The project area for the CEQA analysis encompasses an area of 1,976 acres located within the Baylands. Request for Proposal (RFP) Number 173981 was released on January 30, 2019 to complete an environmental review of the BCCP in compliance with CEQA. The submittal deadline for proposals was February 28, 2019. One (1) proposal was received, and the decision was made to accept it based on the quality of the proposal, successful completion of previous similar projects by this consultant, and the project cost, which was within the amount budgeted for the CEQA analysis. Resource Impact The total contract amount of $89,860 for the environmental review of the Baylands Comprehensive Conservation Plan Capital Improvement Project PG-17000 is budgeted in the Fiscal Year 2019 Adopted Capital Budget. Environmental Review Pursuant to the California Environmental Quality Act (CEQA), a master plan is considered a Project and therefore must be assessed for potential impacts to the environment. Attachments: • Attachment A: C19173981 MIG Contract for Baylands Comp Conservation Plan Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C19173981 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOORE IACOFANO GOLTSMAN, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 24th day of June, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MOORE IACOFANO GOLTSMAN, INC., a California corporation, located at 2635 N. 1st Street, #149, San Jose, CA 95134 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to conduct environmental review in accordance with the California Environmental Quality Act (CEQA), including but not limited to preparation of an Initial Study, for the Baylands Comprehensive Conservation Plan (BCCP) (“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 in 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 January 31, 2020, 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 2 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 Eighty Nine Thousand Eight Hundred Sixty Dollars ($89,860.00). 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 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 3 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. 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 Laura Moran as the Principal-in-Charge to have supervisory responsibility for the performance, progress, and execution of the Services and Michelle Gibbs 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 4 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 Kristen O’Kane, Community Services Department, 4000, Middlefield Road, Palo Alto, CA 94303, Telephone: (650)463-4908. 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”) 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 5 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 6 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 7 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 8 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. DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 9 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. DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 10 CONTRACT No. C19173981 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 APPROVED AS TO FORM: CONSULTANT Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Principal Paula Hartman Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES TASK 1: PROJECT MANAGEMENT Subtask 1.1: Project Management CONSULTANT will work closely with CITY to develop the appropriate CEQA document to provide environmental clearance for the adoption and implementation of the Baylands Comprehensive Conservation Plan (BCCP). CONSULTANT will submit a Project Master Schedule to CITY within 1 week after an initial contract kickoff meeting with CITY (see Subtask 1.2 regarding project meetings below). CONSULTANT will update the schedule on a regular basis and provide the schedule as an attachment to agendas for regular meetings held with CITY (see Subtask 1.2). CONSULTANT will include a progress report with each monthly invoice. The progress report will identify the amount spent and the tasks completed to assure the project is on schedule and on budget. Deliverables: » Project Master Schedule and updates » Invoices with Progress Reports Subtask 1.2: Project Meetings This task includes monthly conference calls with CITY to discuss the status of the project. CONSULTANT will circulate an agenda to participants in advance. CONSULTANT will attach to each agenda the Project Master Schedule, minutes from previous meetings, Action Item List, and Project Status summary. Additional meetings or conference calls with CITY may be held as well, including an initial contract kickoff meeting, and possibly meetings with other CITY departments or key stakeholders. It is assumed that the kickoff meeting would be held in person, that there will be six monthly conference calls and that a total of four additional calls may be required for the project, for a total of 10 calls over the course of a year. Deliverables: » Meeting agendas and minutes » Action Items List Cost Assumptions: » One in person kick-off meeting and 10 conference calls would be held throughout the contract DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 12 TASK 2: ENVIRONMENTAL ASSESSMENT AND CLEARANCE Subtask 2.1: Compliance with CEQA CITY anticipates at this time that the appropriate document for CEQA clearance for the project is a Mitigated Negative Declaration (MND). Should CITY determine during this process that a different CEQA document is needed, CITY may require changes to this Scope of Services. CONSULTANT shall prepare an Initial Study and Mitigated Negative Declaration (IS/MND) for the BCCP in the following steps: Subtask 2.1.1: Initial Project Review CITY and other entities have completed multiple studies for projects in the Baylands. These sources provide a wealth of existing data for the BCCP CEQA setting and impact analysis. CONSULTANT shall review existing data and identify data gaps for the following issue areas: » Aesthetics and visual resources (i.e., scenic corridors and scenic vistas etc.) » Biological resources » Vegetation and wetlands maps » Sensitive species information » Cultural resources » Geology and soils » Data on hydrology and hydraulic constraints » Hazardous waste investigations » Land use and background noise data » Recreational resources and data » Data on infrastructure and services » Background traffic data As part of this task, CONSULTANT shall perform the following records searches: » California Natural Diversity Data Base (CNDDB); » Cultural records including a Sacred Lands File search; and » Environmental Data Resources (EDR) report for hazardous waste investigations and sites. After reviewing the existing data, CONSULTANT will prepare a list of data gaps to discuss with CITY and will recommend methods to obtain the information after that DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 13 discussion, if necessary. Deliverables: »Summary of any identified data gaps Cost Assumptions: » No additional data collection would be required including biological data, background noise data, and background traffic data Subtask 2.1.2: Project Description CONSULTANT will work with CITY to prepare a clear and complete Project Description to include in the IS/MND. It will include a summary of the BCCP history and contents, a table of the Goals and Objectives of the BCCP, and a description of the future planned activities and which Best Management Practices would apply to the activity. Operations and maintenance as well as capital improvement projects will be described in as much detail as is available. Deliverables: » Two draft versions and one final version of the Project Description (including figures), each submitted electronically. (Preparation of design drawings for individual projects is not included.) Subtask 2.1.3: Administrative Draft Initial Study (IS) CONSULTANT will prepare an Administrative Draft IS for CITY staff review (electronic MSWord and/or pdf file) in a format approved by CITY. CONSULTANT will use CITY’s CEQA Checklist provided by CITY’s Department of Planning and Community Environment. As part of completion of the Administrative Draft IS, CONSULTANT will prepare a General Biological Resources Assessment technical report at the programmatic level. Emissions of criteria pollutants and greenhouse gases will also be calculated using the CalEEMod program to document the anticipated construction and operational emissions associated with planned projects (i.e., buildout of the BCCP); results would be included as an appendix to the MND. Vehicle miles traveled (VMT) estimates from CalEEMod would then be used to analyze impacts on traffic as well as to analyze noise impacts associated with buildout of the BCCP. CONSULTANT will use the results of the cultural resources records search and EDR search to analyze impacts on cultural resources and hazards and hazardous materials. CONSULTANT shall conduct a California Historic Records Information System (CHRIS) search, a Sacred Lands file search, and request contacts from the Native American Heritage Commission (NAHC) on DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 14 tribes that may have an interest in the area. CONSULTANT shall prepare and send a brief letter to each of the tribes recommended by the NAHC to inform them of the project and to provide a contact for questions or comments. CONSULTANT will use the results from the initial project review to complete the impact analyses for the remaining issue areas at a programmatic level, but with as much detail as possible to streamline the approval/permitting process for implementing future projects. Deliverables: » 10 hard copies and one electronic Administrative Draft IS will be submitted to CITY for review and comment » One stand-alone General Biological Resources Assessment report will be included as an appendix to the IS Cost Assumptions: » One version of the Administrative Draft IS with an attached Biological Resources Assessment Report and MMRP is included in this task » Costs are not included to provide AB 52 support. CONSULTANT can provide a cost estimate to support this effort if needed. Subtask 2.1.4: Draft IS In response to CITY comments on the Administrative Draft IS, Biological Resources Assessment Report, and MMRP, a Draft IS and associated Biological Resources Assessment Report and MMRP will be prepared and submitted for final CITY review and approval. Deliverables: » 10 hard copies and one electronic copy of the Draft IS will be submitted to CITY for review and final comment before release to the public for the 30-day public comment period Cost Assumptions: » One version of the Draft IS with an attached Biological Resources Assessment Report and MMRP is included in this task Subtask 2.1.5: Public Draft IS/MND CONSULTANT will prepare the Public Draft IS/MND for release to the public for a 30-day public comment period. CONSULTANT will prepare the notice of intent to adopt a MND. CONSULTANT will complete all necessary mailings for the Public Draft IS/MND. Deliverables: » 15 hard copies and one electronic copy of the Public Draft IS/MND and Notice of Completion filed with the State Clearinghouse DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 15 » Notice of Availability (NOA) of the Public Draft IS/ MND for publication in the newspaper by CITY Cost Assumptions: » It is assumed that no more than 15 hard copies of the Public Draft IS/MND will be required » CITY shall be responsible for publication of all newspaper ads and circulation of the Public Draft IS/ MND to parties requesting a copy Subtask 2.1.6: Proposed Final MND Upon receipt of public comments on the Public Draft IS/MND, CONSULTANT will prepare a Proposed Final MND in response to public comments. The Proposed Final MND will identify all changes in redline and strike-out if desired by CITY. It will be submitted to CITY for review and comment. A screencheck Proposed Final MND will then be prepared to address CITY comments and submitted to CITY for final concurrence before it is included in the staff report for decision-maker hearings to adopt the MND. In this task, CONSULTANT will support CITY in preparation of CEQA Findings for the project and in support of preparation of the initial staff report. Deliverables: » 10 hard copies and one electronic copy of the Proposed Final MND will be submitted to CITY for review and final comment » One electronic screencheck Proposed Final MND will be submitted to CITY for inclusion in the initial staff report to decision-makers. » CEQA Findings will be submitted electronically to CITY for inclusion in the staff report; one draft and one final version are assumed Cost Assumptions: » It is assumed that formal responses to comments will not be made for the MND » It is assumed that no more than 10 hard copies of the first version of the Proposed Final MND will be required » It is assumed that the final version of the Proposed Final MND for inclusion in the staff report will be submitted electronically » One draft and one final version of CEQA Findings would be submitted Subtask 2.1.7: Public Meetings/Hearings CONSULTANT will attend up to three decision-maker hearings for the project and provide updates to the MND and CEQA Findings as necessary throughout the decision-making process. The cost estimate is based upon the assumption that CONSULTANT would attend and DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 16 potentially present at a total of three decision-maker hearings. Deliverables: » Attendance and presentation at three decision- maker hearings » Power point presentations for each decision-maker hearing if required » Amendments to the MND and/or CEQA Findings as necessary during the decision-making process Cost Assumptions: » It is assumed that no more than three rounds of revisions to the MND and CEQA Findings would be required Subtask 2.1.8: Final MND and Notice of Determination Following decision-maker hearings on the adoption of the MND, CONSULTANT will prepare and file the Notice of Determination (NOD) for the project with the State Clearinghouse and County Clerk. CONSULTANT will pay for all filing fees with the County Clerk as well as California Department of Fish and Wildlife (CDFW) filing fees for the MND. Deliverables: » Notice of Determination filed with the State Clearinghouse and County Clerk » Payment of filing fees with County Clerk and CDFW filing fees » 10 hard copies and one electronic copy of the Final MND and NOD submitted to CITY DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 17 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services within the term of this Agreement. Within 2 weeks of receipt of the notice to proceed, CONSULTANT shall provide a work plan with a schedule for and including the tasks and subtasks below. The schedule of work shall include an estimated budget for each task (and any others not identified below), including estimated work hours for each person working on that task and their billable rate. CITY’s Project Manager shall approve the schedule of work, at which time it will become integrated into this contract. MAJOR MILESTONES Task 1 Project Management Task 2 Environmental Assessment and Clearance Project Description Admin. Draft Initial Study (IS) Draft Initial Study Public Draft IS/MND Public Hearings Final MND DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 18 EXHIBIT “C” COMPENSATION CITY agrees to compensate 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. 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 $9,490.00 (Project Management) Task 2 $76,530.00 (Environmental Assessment and Clearance) Sub-total Basic Services $86,020.00 Reimbursable Expenses $3,840.00 Total Basic Services and Reimbursable expenses $89,860.00 Maximum Total Compensation $89,860.00 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. Expenses for which CONSULTANT shall be reimbursed are: Direct costs or project expenses such as photocopying (large-quantity); plotting; and printing (band, color) are charged at cost, plus 10%. The mileage charge for personal autos will be the currently applicable mileage rate established by the Internal Revenue Service. All other travel expenses such as accommodations, parking, tolls, etc. are charged at cost, DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 19 plus 10%. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. CONSULTANT, at 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 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 20 EXHIBIT “C-1” SCHEDULE OF RATES Labor Categories Hourly Rate Principal in Charge $220 Project Manager $175 Deputy Project Manager $175 Senior CEQA Analyst $195 Director of Biological Analysis $170 Senior Biologist $150 CEQA Analyst/Biologist $95 CEQA Analyst/Archaeologist $130 CEQA Analyst/Historian $115 Senior CEQA Analyst/Air Quality and Noise $190 Ecologist/Permitting Specialist $95 Project Administrator $95 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. 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. DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 Professional Services Rev. April 27, 2018 22 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 DocuSign Envelope ID: 1D75B44B-D49F-4C9B-BE76-6E7115810EB1 City of Palo Alto (ID # 10383) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Amendment No. 3 for Charleston-Arastradero Corridor Project Title: Approval of Contract Amendment Number 3 to Contract Number C14150694 With Mark Thomas & Company in the Amount of $100,058 for the Charleston-Arastradero Corridor Project, Capital Improvement Program Project (CIP) PE-13011 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached Amendment No. 3 to Contract C14150694 with Mark Thomas & Company (Attachment A) for construction administration services for Phase 3 of the Charleston- Arastradero Corridor Project (CIP PE-13011) in the amount of $100,058. This amendment results in a revised total contract not-to-exceed amount of $2,034,365. Background The Charleston-Arastradero Corridor is a heavily-used arterial serving as an east-west connector for South Palo Alto. Comprehensive Plan Policy T4.3 specifically names Charleston Road and Arastradero Road as Residential Arterials, which are to be treated with landscaping, medians, and other visual improvements to distinguish them as residential streets to reduce speeds and improve neighborhood quality of life. Council previously approved trial striping pavement markings for permanent retention along the corridor. The construction phase of the project will install landscaped medians, bulb-outs, traffic signal modifications, and enhanced bicycle and pedestrian improvements, consistent with the existing striping/roadway configuration. The corridor project has been divided into three phases to meet grant funding deadlines and to minimize construction disruption. Phase 1 includes Arastradero Road from Miranda Avenue to Clemo Avenue. Phase 2 includes East Charleston Road from Alma Street to Middlefield Road. Phase 1 and 2 started construction in July 2018 and are anticipated to be completed in Fall 2019. Phase 3 includes Arastradero Road from Clemo Avenue to El Camino Real (SR 82), West Charleston Road from El Camino Real to Alma Street, and East Charleston Road from Middlefield Road to San Antonio Road. The phases are shown on the maps in Attachment B. City of Palo Alto Page 2 Phase 3 is the final phase of the project and will complete the project’s goals for a continuous dedicated bike lane from San Antonio Road to Foothill Expressway, enhanced safety for K-12 students biking to school, a smoother traffic flow along the corridor, and beautification of the streetscape. The Charleston-Arastradero Corridor project is one of the 2014 Council Infrastructure Plan projects. Discussion The original contract for preliminary design, environmental assessment, and Contract Amendment No. 1 for final design allowed for a future amendment to provide construction administration services. Due to Mark Thomas & Company’s familiarity with the project and performance to date, staff amended via Contract Amendment No. 2 to provide construction administration services for all phases of the project on May 21, 2018 (Staff Report #9111). Construction administration includes responding to requests for information, performing site visits, attending construction meetings, and reviewing shop drawings. Per the direction of the City Council on approval of the construction contracts for Phases 1 and 2 of the Charleston-Arastradero Corridor Project on May 21, 2018, the contractor set up temporary installations of the bulb-outs to allow for community members to drive and see the footprints of the planned concrete work. Installations were installed in areas that did not conflict with existing striping. In response to feedback during the construction of Phases 1 and 2, Mark Thomas & Company redesigned twenty-one concrete corners and two medians. The redesigns included a larger corner curve radius and a wider entrance on side streets while maintaining ADA curb ramp compliance, proper drainage, and sufficient space for traffic signal equipment. This extensive redesign work in conjunction with standard design support during construction is anticipated to exhaust all the allocated construction support from Mark Thomas & Company for Phases 1, 2, and 3. City staff has reviewed all curb extensions and bulb-outs in Phase 3 and decided to make similar changes to those done in Phases 1 and 2. Amendment No. 3 includes redesign of Phase 3 construction drawings and details including changes to curb radii and other geometric features, associated signage changes, and traffic signal modifications. Additional hours for design support during construction are also included for requests for information, performing site visits, attending construction meetings, reviewing shop drawings, preparing contract change order plans and specifications, and performing other tasks as necessary at the direction of the City’s project engineer. Timeline Staff is currently working with Caltrans on an encroachment permit for work at the El Camino Real intersection and anticipates going out to bid for Phase 3 of the Charleston-Arastradero Corridor Project in Summer 2019. Staff will return to Council for approval of the construction contract in Fall 2019. Resource Impact City of Palo Alto Page 3 Funding for this contract amendment is available in the Fiscal Year 2019 Charleston-Arastradero Corridor CIP Project PE-13011. Policy Implications The advancement of this project is consistent with City policies and previous Council direction and implements one of Council’s Infrastructure Plan projects. This project advances multiple objectives in the Palo Alto Bicycle and Pedestrian Transportation Plan as well as many goals, policies, and programs in the City’s Comprehensive Plan. Most specifically, Policy T-4.3 names Charleston Road and Arastradero Road (between Miranda Avenue and Fabian Way) as Residential Arterials, which are to be treated with landscaping, medians, and other visual improvements to distinguish them as residential streets to reduce speeds. Environmental Review The Charleston-Arastradero Corridor Project is funded from local, state, and federal sources. Therefore, in compliance with both the California Environmental Quality Act (CEQA) and National Environmental Policy Act (NEPA), an Initial Study/Mitigated Negative Declaration (IS/MND) was prepared and approved by Council in 2004. An addendum to the Final Study/MND was approved in September 2015. NEPA clearance was completed in October 2016. Attachments: Attachment A - Amendment No. 3 Attachment B: Location Map Page 1 of 9 AMENDMENT NO. 3 TO CONTRACT NO. C14150694 BETWEEN THE CITY OF PALO ALTO AND MARK THOMAS & COMPANY This Amendment No. 3 (this “Amendment”) to contract no. C14150694 (the “Contract” as defined below) is entered into as of June 24, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MARK THOMAS & COMPANY, INC., a California corporation, located at 2833 Junction Ave, Suite 110, San Jose, CA 95134 ("CONSULTANT"). R E C I T A L S A. The Contract (as defined below) was entered into between the parties for the provision of professional design services for streetscape and pedestrian/bicycle improvements along the Charleston/Arastradero Corridor Project, as detailed therein. B. The Contract was amended by Amendment No. 1 to increase the scope of services to include project management and final design, increase compensation in the amount of $1,052,123.00 and extend the term through December 31, 2017, as detailed therein. C. The Contract was amended by Amendment No. 2 to increase the scope of services to include Construction Administration Services for the Charleston/Arastradero Corridor Project, increase the total not-to-exceed amount of compensation by $145,419.00 for professional services and to extend the term through December 31, 2020, as detailed therein. D. The parties now wish to amend the Contract to increase the scope of services to include design support services during construction, a modification to a signal design and general design changes for Phase 3 of the Charleston/Arastradero Corridor Project, increase the total not-to-exceed amount of compensation by One Hundred Thousand Fifty-Eight dollars ($100,058.00), from One Million Nine Hundred Thirty-Four Thousand Three Hundred Seventy dollars ($1,934,307) to a new total not-to-exceed amount of Two Million Thirty-Four Thousand Three Hundred Sixty-Five Dollars ($2,034,365) and to extend the term through August 31, 2021. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean contract no. C14150694 between CONSULTANT and CITY, dated March 17, 2014, as amended by: Amendment No. 1, dated May 9, 2016 Amendment No. 2, dated January 1, 2018 DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 2 of 9 b. Other Terms. 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: “The term of this Agreement shall be from the date of its full execution through August 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: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A“, entitled “SCOPE OF SERVICES”, Exhibit “A-1”, entitled “SCOPE OF SERVICES”, and Exhibit “A-2”, entitled “SCOPE OF SERVICES”, including both payment for professional services and reimbursable expenses, shall not exceed One million Nine Hundred Thirty-Four Thousand Three Hundred Sixty-Five dollars ($1,934,365), as detailed in Exhibit “C”, entitled “COMPENSATION”, Exhibit “C-2”, entitled “COMPENSATION”, and Exhibit “C-4”, entitled “COMPENSATION”, as applicable. CONSULTANT agrees to complete all such services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for professional services, reimbursable expenses and such Additional Services, shall not exceed Two Million Thirty-Four Thousand Three Hundred Sixty-Five dollars ($2,034,365). The applicable rates and schedule of payment for such Additional Services are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE”, Exhibit “C-3”, entitled “HOURLY RATE SCHEDULE”, or Exhibit “C-5”, entitled “HOURLY RATE SCHEDULE”, as applicable. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C,” Exhibit “C-2,” or Exhibit “C-4”, as applicable. 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 in Exhibit “A,” Exhibit “A-1,” or Exhibit “A-2”, as applicable. All exhibits referenced in this Section 4, NOT TO EXCEED COMPENSATION, are hereby attached and incorporated into this Agreement by reference as though fully set forth herein.” SECTION 4. The following exhibits to the Contract are deleted and replaced in the entirety, as indicated below, to read as set forth in the attachments to this Amendment, all of which are hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 3 of 9 a. Exhibit “A-2” entitled “SCOPE OF SERVICES”, AMENDMENT No. 2 of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “A-2”, entitled “SCOPE OF SERVICES”, AMENDMENT No. 3. b. Exhibit “B-2” entitled “SCHEDULE OF PERFORMANCE”, AMENDMENT No. 2 of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “B-2”, entitled “SCHEDULE OF PERFORMANCE”, AMENDMENT No. 3. c. Exhibit “C-4” entitled “COMPENSATION”, AMENDMENT No. 2 of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “C-4”, entitled “COMPENSATION”, AMENDMENT No. 3. d. Exhibit “C-5” entitled “HOURLY RATE SCHEDULE”, AMENDMENT No. 2 of the Contract is hereby deleted and replaced in its entirety to read as provided in the attached Exhibit “C-5”, entitled “COMPENSATION”, AMENDMENT No. 3. SECTION 5. Legal Effect. Except as expressly modified by this Amendment, all of the terms and conditions of the Contract, including any exhibits thereto, shall remain unchanged and in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 4 of 9 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment effective as of the date first written above. CITY OF PALO ALTO _________________________ City Manager APPROVED AS TO FORM: _________________________ Assistant City Attorney MARK THOMAS & COMPANY. INC. Officer 1 By:__________________________ Name:_______________________ Title:________________________ Officer 2 (Required for Corp. or LLC) By:__________________________ Name:_______________________ Title:________________________ Attachments: Exhibit “A-2” entitled “SCOPE OF SERVICES”, AMENDMENT NO. 3 Exhibit “B-2” entitled “SCHEDULE OF PERFORMANCE”, AMENDMENT NO. 3 Exhibit “C-4” entitled “COMPENSATION”, AMENDMENT NO. 3 Exhibit “C-5” entitled “HOURLY RATE SCHEDULE”, AMENDMENT NO. 3 DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Robert A Himes President Senior Principal/VP Richard Tanaka Attachment A Page 5 of 9 EXHIBIT “A-2” SCOPE OF SERVICES AMENDMENT NO. 3 (AMENDED-REPLACES PREVIOUS) Task 1 – Construction Support Consultant and its subconsultants shall provide design support during construction of the Charleston-Arastradero Corridor Project, Phases 1-3, by responding to requests for information, performing site visits, attending construction meetings, reviewing shop drawings, preparing contract change order plans and specifications, and performing other tasks as necessary at the direction of the City’s Engineer. Construction support shall be performed on a time and materials basis. Deliverables: a) Responses to RFIs, as requested b) Plans or sketches to support the City for Contract Change Orders, as requested c) Review of contractor submittals, as requested All deliverables are to be submitted in pdf format. Task 2 – Project Closeout (As-Builts) Consultant and its subconsultants shall prepare as-built plans based upon redline mark-ups provided by the City’s Engineer. As-built plan preparation shall be performed on a time and materials basis. Deliverables: a) Record Drawings, Phase 1 b) Record Drawings, Phase 2 c) Record Drawings, Phase 3 All deliverables are to be submitted in pdf format. In addition to the above-detailed services, CONSULTANT shall also provide design support during construction (DSDC), a modification to a signal design, and General design changes for Charleston-Arastradero Corridor Project, Phase 3 services detailed below. Task 3 – Design Support During Construction (DSDC) Consultant shall provide design support during Phase 3 construction by responding to requests for information, performing site visits, attending construction meetings, reviewing shop drawings, preparing contract change order plans and specifications, and performing other tasks as necessary at the direction of the City's resident engineer/construction manager. DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 6 of 9 Construction support shall be performed on a time and materials basis. Deliverables: a) Responses to RFIs, as requested b) Plans or sketches to support the City for Contract Change Orders, as requested c) Review of contractor submittals, as requested Task 4 – Middlefield Traffic Poles Design At the intersection of Charleston and Middlefield, additional utility conflicts were discovered in Phase 2 construction. Consultant and TJKM Transportation Consultants (subconsultant) will redesign the traffic poles to accommodate the utilities. It is anticipated that a temporary pole may be necessary. Subconsultant will coordinate the design with the City’s Transportation Department. Consultant will coordinate adding the affected Phase 2 plans into the Phase 3 plans. Deliverables: a) Signal Plans All deliverables are to be submitted in pdf format. Task 5 – Phase 3 Design Changes The City requested design changes to the Phase 3 plans including changing curb radii, removal of landscaping, other geometric changes, removal of bus pad pavement, sign locations, and signal pole types. The changes include updates to construction details where vertical elevations are shown. Approximately 30 sheets will be updated. Consultant will prepare the changes as Final Plans and the associated cost estimate. Deliverables: a) Plans – full Final Plan set for Phase 3 b) Estimate All deliverables are to be submitted in pdf format. DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 7 of 9 EXHIBIT “B-2” SCHEDULE OF PERFORMANCE AMENDMENT NO. 3 (AMENDED-REPLACES PREVIOUS) Consultant shall perform the Services as detailed in Exhibit “A-2” so as to complete each milestone within the number of days/weeks specified below. 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. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”). Tasks Completion (No. of Weeks from Amendment No. 2 NTP) Task 1.1 (Construction Support – Phase 1) 82 Task 2.1 (Project Close Out – Phase 1) 102 Task 1.2 (Construction Support – Phase 2) 82 Task 2.2 (Project Close Out- Phase 2) 102 Task 1.3 (Construction Support- Phase 3) 115 Task 2.3 (Project Close Out- Phase 3) 169 PHASE 3 – DESIGN SUPPORT SERVICES, DESIGN MODIFICATION AND GENERAL PHASE 3 DESIGN CHANGES (AMENDMENT NO.3) Tasks Completion (No. of Weeks from Amendment No. 3 NTP) Task 3 60 (Design support services during construction-Phase 3) Task 4 6 (Re-design of Middlefield Traffic Poles- Phase 3) Task 5 6 (Design Changes-Phase 3) DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 8 of 9 EXHIBIT “C-4” COMPENSATION AMENDMENT NO. 3 (AMENDED-REPLACES PREVIOUS) The CITY agrees to compensate the CONSULTANT for professional services performed as detailed in Exhibit “A-2” 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-5,” up to the not to exceed budget amount for each task set forth below in this Exhibit “C-4”. 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 (TASK) NOT TO EXCEED AMOUNT Task 1.1 (Construction Support – Phase 1) $29,319 Task 1.2 (Construction Support – Phase 2) $29,319 Task 1.3 (Construction Support – Phase 3) $29,319 Task 2.1 (Project Close Out – Phase 1) $19,154 Task 2.2 (Project Close Out – Phase 2) $19,154 Task 2.3 (Project Close Out – Phase 3) $19,154 PHASE 3 – DESIGN SUPPORT SERVICES, DESIGN MODIFICATION AND GENERAL PHASE 3 DESIGN CHANGES (CONTRACT AMENDMENT NO.3) BUDGET SCHEDULE (TASK) NOT TO EXCEED AMOUNT Task 3 (Design Support During Construction – Phase 3) $59,602 Task 4 (Re-Design of Middlefield Traffic Pole Design – Phase 3) $5,904 Task 5 (Design Changes – Phase 3) $34,552 Sub-total Basic Services under this Exhibit “A-2” $245,477 Reimbursable Expenses under this Exhibit “A-2” $0 Total Basic Services and reimbursable expenses (Exhibit “A-2”) $245,477 Additional Services under this Exhibit “A-2” (Not to Exceed) 0 Maximum Total Compensation for Exhibit “A-2” Services $245,477 DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A Page 9 of 9 EXHIBIT “C-5” HOURLY RATE SCHEDULE AMENDMENT NO. 3 (AMENDED-REPLACES PREVIOUS) 1. Engineering Manager $252 2. Senior Project Engineer $178 3. Design Engineer $118 4. Project Coordinator $100 5. Project Manager $200 DocuSign Envelope ID: 5B828667-9E64-48BE-8316-B5F37D0B81D8 Attachment A 4000 4000 700 600 600 500 500 4200 4200 500 4100 100 430 0 400 4200 900 700 4100 4000 4000 600 600 4100 500500 600 4100 400 200 400 400 400 400 4200 4200 4200 100 200 100 200 1000 200 200 300 300 1000 300 1000 300 400 300 400 300 400 1100 1100 1000 1100 Carmel Court 900 800 700 800 300 400 500 800 900 1000 1100 400 Cavalier Court 400 600 600 700600 600 400 500 500500 2700 4400 4 4300 400 400 400 4000 4000 700 600 600 500 500 4200 4200 500 4100 100 430 0 400 4200 900 700 4100 4000 4000 600 600 4100 500500 600 4100 400 200 400 400 400 400 4200 4200 4200 100 200 100 200 1000 200 200 300 300 1000 300 1000 30 0 40 0 300 400 30 0 40 0 1100 1100 1000 1100 Carmel Court 90 0 800 700 800 30 0 400 500 800 900 1000 1100 40 0 Cavalier Court 400 600 60 0 70 0600 600 40 0 50 0 500500 2700 4400 4 4300 400 400 400 MoanaCour t Wallis Ct D o n al d D r i v e Encina Grande Drive Cereza Drive Villa V er a Verdosa Drive Campana Drive Solana Driv e G e o r g ia A v e Ynigo Way Driscoll Ct ngArthur' Maybell Wa y Maybell Avenue Frandon Ct Florales Drive Georgia Avenue Amaranta Avenue Amaranta Ct Miranda Green Ki s Court Terman Drive Ba k e r A v e n u e Vista AveWisteria Ln Pen a Ct Coulomb e Drive Cherry Oa ks Pl Pomona Avenue Arastradero Road Abel Avenue Clemo Avenue Villa Rea GlenbrookD Fairmede Avenue Arastradero Road Irven Court Los Palos Cir Los PalosPl Maybell Avenue Alta Mesa Ave Kelly Way Los Palos Avenue Suzanne Drive Suzanne Drive r i ve El Camino Real Suzanne Ct Lorabelle Ct McKellar Lane Thain Way Interdale Way West Charlest Monroe Drive kie Way Dinah's Court Cesano Court Monroe Drive Miller Avenue Arastradero RoadbirdLane M e s a A v e n u e O a k H ill A v e n u e M a n u e la A v e n u e Miranda Avenue Laguna Way LosRoblesAvenueRinc Manzana Laneo n Circle MesaCourt Crosby Pl Georgia Avenue H u b b a r t t D r i v e Willmar Drive Donald Drive Arastradero Road Foothill Expressway Miranda Avenue Drive Orme Street M Silv C Miller Court Driscoll Plac A rr o y o C t Miranda Avenue Foothill Expressway y Miranda Ave nue Aven V Deodar St Alder Ln Spruce Ln Rickey's Ln Juniper W Rickey's Wy Rickey's Wy Rickey's Wy ne Cashel St Noble St Hettinger Ln Pratt Ln Ryan LaneGene Ct Brassinga Ct Cole Ct EL CAMINO REAL FOOTH ILL EXPRESSW AY BIK E P ATH MIRANDA AVENUE A R ASTRA DER O R O AD This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc LIMITS OF WORK 0'499' CH A R L E S T O N - A R A S T R A D E R O C O R R I D O R PH A S E 1 - LO C A T I O N M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2018-01-19 16:32:00Charleston-Arastradero Location Map (\\cc-maps\Encompass\Admin\Personal\jhay.mdb) Attachment B 4000 3800 100 3700 3700 3900 300 3900 300 4000 3800 200 3800 500 700 39 0 0 300 400 3700 4000 3800 100 3700 3700 3900 300 3900 300 4000 3800 200 3800 500 700 39 0 0 300 400 3700 Alm Ct East Charleston Road Lundy Lane Ct Park Boulevard Alm a Street Circle LinderoDrive Wr ight Place Starr K i n g C ircle Scr N Creekside Drive Greenmeadow Way Parkside Drive Dixon Plac e Ely Plac e Ely Place Ely Place Adobe Place Nelson Court M Duncan Pl ace Ca rlson Court Duncan Place Mumford Place East Charleston Road Carlson C i rcle Red w o o d C i r c l e Charleston Ct E Sem S u t h e r l a n d D r i v e Nelso n Drive El Capitan Place Ma y Co u r t Middle field Ro ad Ensign Way Ca lTrain RO W ue M aple This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc LIMITS OF WORK 0'265' CH A R L E S T O N - A R A S T R A D E R O C O R R I D O R PH A S E 2 - L O C A T I O N M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2017-12-21 14:06:57Charleston-Arastradero Location Map (\\cc-maps\Encompass\Admin\Personal\jhay.mdb) 600 500 500 4200 4200 500 4100 4100 100 400 4100 4200 300 200 4100 3800 100 3700 3900 500500 400 4200 400 400 400 400 4200 4200 4200 600 500 500 4200 4200 500 4100 4100 100 400 4100 4200 300 200 4100 3800 100 3700 3900 500500 400 4200 400 400 400 400 4200 4200 4200 ranta Ct Ba ker Av enue Pena Ct Abel A ve nue Clemo Avenue Arastradero Road Irven Court Maybell Avenue Alt a Me sa Ave Kelly Way Suzanne Drive Suzanne D rive El Cam ino Real Suzanne Ct Lorabelle Ct McKellar Lane amino Way James Road no CtThai n Way Barclay Ct ictoria Place Interd ale Way West Charleston Road Tennessee Lane Wilkie Wa y Carolina Lane Tennessee Lane Par k Bou l e v ar d Wilkie Ct Davenport Way Alma Stree t Wilkie Way Wh itclem Pl Whitclem Drive Duluth Circle Edlee Avenue Dinah's Court Whitcle m Wy Whitclem Ct Ruth elma Avenue Darlington Ct Lund y Lane Newberry Ct Par k Boule v ar d George Hood Ln Alma Street L i n d arr K i n g C i Ely PlaceCalTrain R OW West Charleston Road Deodar St Alder Ln Spruce Ln Rickey's L n Juniper Way Rick ey's Wy Rickey's Wy Rickey's Wy Juniper Lane Cashel St No ble St Hettinger Ln Pratt Ln This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc LIMITS OF WORK 0'265' Ch a r l e s t o n - A r a s t r a d e r o C o r r i d o r Ph a s e 3 L o c a t i o n M a p Pa g e A CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2017-12-21 14:26:02charleston arastradero - phase 3 (\\cc-maps\Encompass\Admin\Personal\jhay.mdb) 4 0 0 0 38 00 500 700 700 3800 3900 900 800 900 900 3 900 800 3800 800 800800 4 0 0 0 38 00 500 700 700 3800 3900 900 800 900 900 3 900 800 3800 800 800800 M i d d l e fi e l d Montro se Ave nue Maplewood Cha r les ton Ct East Charleston Road Seminole Way S u t h e rl a n d D ri v e Fabian Stre et M a y C o u r t Middle f i el d Ro ad E nsi gn Way Bibbits Drive Gailen Ct Gailen Avenue Gro ve Avenue San Antonio Road Com mercial Street Ind Bibbits Drive East Charleston Road Fabian Way Corina Way Ross Road Natha G r ov e C t Louis Road Ave nue Maplewood Pl Federation Way This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc LIMITS OF WORK 0'255' Ch a r l e s t o n - A r a s t r a d e r o C o r r i d o r Ph a s e 3 L o c a t i o n M a p Pa g e B CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2017-12-21 14:31:16charleston arastradero - phase 3 (\\cc-maps\Encompass\Admin\Personal\jhay.mdb) City of Palo Alto (ID # 10387) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Agreement for the Repair of the Concrete Liner on Barron Creek Title: Approval of an Agreement With Santa Clara Valley Water District, in the Not-to-Exceed Amount of $258,450, for Concrete Channel Lining Repair Along Barron Creek From: City Manager Lead Department: Utilities Recommendation Staff recommends that City Council approve an agreement with Santa Clara Valley Water District (SCVWD) in the not-to-exceed amount of $258,450 to repair the creek bottom concrete slab along Barron Creek at the crossing of Bryant Street. Background On December 22, 2017, the water line running along Bryant Street and crossing under Barron Creek ruptured and damaged the concrete liner in the creek bed. Due to the level of damage caused by the rupture, the creek liner needs to be replaced at this location. Discussion The City has reviewed the condition of the creek liner at the rupture location and agrees with SCVWD that the creek liner needs to be replaced to repair damage following the City water line rupture. SCVWD is leading the project to replace the creek liner as the owner. The City has been negotiating with SCVWD regarding how to structure an agreement that fairly allocates costs to the City and SCVWD. The agreed upon terms of the agreement are as follows: • Limits the City’s costs to $72,000 for planning, design, construction management, and permitting. Actual costs will determine the amount billed to the City. • The cost of the creek liner repair will be established through a competitive bidding process where the creek liner will be a separate costing item on the bid table for SCVWD’s larger Barron Creek project. • The City will pay the bid item cost for the construction if the cost is within 25% above or below the engineering estimate of $149,160: o The maximum amount the City will pay for construction is up to $186,450, which is 125% of the engineering estimate. City of Palo Alto Page 2 o The minimum amount the City will pay for construction is $111,870 which is 75% of the engineers estimate. These terms were negotiated to limit the risk to the City since the concrete liner repair is only one bid item of SCVWD’s overall project. The liner repair work is part of a larger project the SCVWD is performing in the area. SCVWD is plans to bid all the work on Barron Creek in this area to reduce costs for obtaining all the necessary permits and environmental clearances as well as reducing mobilization and construction costs. When the contractors prepare their bid tables, they allocate overhead costs such that they can recover costs and make a profit on the work. The methods used to allocate the costs vary between contractors and can lead to large differences in the bid item price. This agreement is determining the minimum and maximum amount cost range to the City for the creek liner repair and reduces cost risk to the City and SCVWD. Recently the City worked with SCVWD on a similar concrete liner repair project along Matadero Creek (Staff Report 9454) where SCVWD’s additional creek work was incorporated with liner repair needed following a water line rupture. The City’s share of the Matadero Creek liner repair was $227,000, whereas SCVWD’s total project award amount was $1,570,750. Given engineering’s cost estimate of the Barron Creek liner repair and the actual cost of the prior Matadero Creek liner repair, staff believes the not-to-exceed amount of $258,450 is fair and reasonable. Timeline Work will occur during the summer 2019. SCVWD will open bids on the project on May 29, 2019 and the project will occur during the summer of 2019. Consideration of approval of this agreement will occur after the award of the contract by SCVWD. Resource Impact Funding for the agreement will be established from FY 2019 savings in the Water Operating Budget as part of the year-end process. Policy Implications Authorization of this agreement does not represent any change to existing policy. Environmental Review The City is a responsible agency for this project under the California Environmental Quality Act (CEQA). SCVWD is the lead agency and will perform the Barron Creek lining repair project according to SCVWD’s Stream Maintenance Program Environmental Impact Report and in accordance with any associated permits. Any additional permitting and environmental review, if needed, will be secured by SCVWD. Attachments: • Attachment A - Final Barron Creek Agreement 6055042 AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND THE SANTA CLARA VALLEY WATER DISTRICT FOR CREEK BOTTOM CONCRETE SLAB REPAIR ALONG BARRON CREEK AT CROSSING OF BRYANT STREET THIS AGREEMENT (hereinafter “Agreement”) is made and entered into as of May __, 2019 (“Effective Date”), by and between the CITY OF PALO ALTO (hereinafter “City”), a California chartered municipal corporation, and the SANTA CLARA VALLEY WATER DISTRICT (hereinafter “District”), a special district of the State of California. City and District may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.” RECITALS A. The City is the sole owner of the portion of Barron Creek under Bryant Street (“City Property”), as more particularly shown on Exhibit A, Barron Creek: Location Map, attached hereto and incorporated herein. B. The District owns the portion of Barron Creek immediately upstream and downstream of Bryant Street (“District Property”) as more particularly shown on Exhibit A, Barron Creek: Location Map. C. In 1958 the District constructed concrete channel lining extending, in part, from Ramona Street to South Court, which includes the City Property. D. In 1959 the City constructed the concrete bridge at the crossing of Bryant Street over Barron Creek. E. On December 22, 2017, the City-owned water main running along Bryant Street and beneath Barron Creek broke, damaging the creek bottom concrete slab beneath the bridge at Bryant Street before the City cut and capped the water main. F. The condition of the creek bottom concrete slab at this location is believed, by both City and District, to need repairs to maintain appropriate and necessary creek bottom as- built conditions (the “Project”, as described more fully in Section 1). The City and District agree to cooperate to repair the concrete creek bottom slab, with the District administering, designing and constructing the Project and the City funding the Project’s reasonable associated costs, as described more fully in Sections 3 and 5 and Exhibit B, Estimate of Project Costs. G. The District will award the construction contract to rebuild the creek bottom concrete slab at Barron Creek during the 2019 construction season. The Engineer’s Estimate for construction cost is $149,160 as more particularly described in Exhibit B, Estimate of Project Costs. Bid items for this work will be included as a Supplemental Bid Item. The District’s contract process includes addition of Supplemental Bid Items to determine the lowest bid. As agreed by the Parties for the convenience of both the District and City, a 25% cost deviation 2 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO clause is added to this Agreement, as further described below. Payment from the City to the District will be determined based on the successful low bid contract amount per the Public Contract Code as follows: 1. City will pay the District the actual cost for District staff costs for planning, design, construction management, and permitting, not to exceed $72,000. 2. City agrees to fully compensate District for any additional Project work or change orders incurred above the Supplemental Bid Item amount, within the parameters detailed in subdivisions 3 through 5 below. 3. If the total Supplemental Bid Item amount is within a 25 percent deviation from the Engineer’s Estimate for construction cost, the City will pay the District the actual total Supplemental Bid Item amount. 4. If the total Supplemental Bid Item amount is less than 75 percent of the Engineer’s Estimate for construction cost, the City will pay the District 75 percent of the Engineer’s Estimate for construction cost equal to $111,870. 5. If the total Supplemental Bid Item amount for Barron Creek work is greater than 125 percent of the Engineer’s Estimate for construction cost, the City will pay the District 125 percent of the Engineer’s Estimate for construction cost equal to $186,450. H. In order to avoid the costs, risks, and uncertainties of any litigation, the Parties also agree that this Agreement represents a full and complete settlement and compromise of any claims that the District may have regarding City’s conduct described in Recital E. NOW THEREFORE, in consideration of their mutual promises and agreements, and subject to the terms, conditions and provisions hereinafter set forth, the Parties agree as follows: AGREEMENT 1. DESCRIPTION OF THE PROJECT 1.1 Project Site. The Project Site shall consist of approximately 750 square feet of the creek bottom concrete slab requiring replacement under Bryant Street along Barron Creek, as shown more particularly on Exhibit A, Barron Creek: Location Map. 1.2 Project Scope. 1.2.1 The Project involves, as described more particularly in Exhibit B, Estimate of Project Costs, the administration, design and construction of repairs to the District’s creek bottom concrete slab covering approximately 750 square feet, including: 3 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO a) compliance with environmental permits; b) mobilization and demobilization, demolition and disposal; c) performing control of water; d) cleaning and video inspection of sewer pipe; e) saw cutting and removing cracked concrete creek bottom slab; f) removing loose soils, the extent of which is not known; g) replacing any soil eroded from behind the concrete creek bottom slab, the extent of which is not known; h) installing a concrete blanket cover over the existing sewer line; i) constructing a new concrete creek bottom slab; j) repairing multiple spot damages due to concrete spalling; k) other related work as necessary, as mutually agreed by the Parties, to complete the Project. The Project will require any flows in Barron Creek or pipe outfalls in the work area to be diverted around the work area. 1.2.2 Any repairs or damage related to District’s Concrete Lining not identified in Exhibit B, Estimate of Project Costs will be addressed as described in Section 5.2. 2. TERM The term of this Agreement shall commence upon the Effective Date and terminate upon completion of the Project, or no later than two (2) years from the Effective Date, whichever is shorter. 3. DISTRICT, CITY OBLIGATIONS 3.1 District shall perform the following: 3.1.1 Administer, design, and construct the Project, including coordination with appropriate local, state, federal, and regulatory agencies, regarding securing any necessary permits or approvals for the Project. 3.1.2 District, as Lead Agency under the California Environmental Quality Act (“CEQA”), will perform the Project under District’s Stream Maintenance Program (“SMP”) Environmental Impact Report and permits, if authorized by appropriate regulatory agencies, or, alternatively or in addition, obtain necessary environmental clearances and permits to perform the Project. 3.1.3 In the event regulatory agencies determine that the SMP is not appropriate or does not otherwise provide sufficient authorization to perform the Project, District shall use its best efforts to seek and obtain additional required permits and approvals from regulatory agencies in time for the District to timely complete the work. 4 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO 3.1.4 District shall proceed in a timely manner to initiate and complete the Project. District will use its best efforts to complete the Project prior to August 30, 2019. If District and City determine this schedule cannot be met, the Parties agree to make reasonable efforts to negotiate a revised schedule for performance and execute an amendment to this Agreement. If the Parties cannot agree on a revised schedule of performance, then the Agreement may be terminated in accordance with Section 7 of this Agreement. 3.1.5 District shall inform Oscar Godinez, Manager for Maintenance Operations in the City’s Public Works Department, and Anthony Meneses, Maintenance Supervisor, one month before starting construction work on the Project. District shall perform its work related to the Project in a manner as to minimize interference with City’s operations. 3.2 City shall perform the following: 3.2.1 Act promptly to issue permits for encroachments, traffic control requirements, or haul routes if deemed necessary by City, for District’s contractor to perform and complete the Project in a timely manner, and for the District’s future use, maintenance and inspection of the Project. 3.2.2 Ensure its obligations are met as Responsible Agency under CEQA. 4. PROJECT MANAGER 4.1.1 For District. The designated project manager for District for the duration of the Project is Roger Narsim. District’s project manager shall have the necessary authority to direct technical and professional work within the scope of the Agreement and shall serve as the principal point of contact with City. 4.1.2 For City. The designated project manager for City for the duration of the Project is Anthony Meneses, Maintenance Supervisor, who shall serve as the principal point of contact with District. 4.1.3 Changes. Either Party may change its project manager at any time and shall provide the other Party with written notice of the change. 5. PROJECT COST, INVOICES 5.1 Project Cost. The Engineer’s Estimate for Barron Creek construction cost is $149,160, and the District’s estimated costs for planning, design, construction management, and permitting is $72,000, as more particularly described in Exhibit B, Estimate of Project Costs. City agrees to compensate District as described in Recital G. 5 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO 5.2 Any Project Costs not identified in Exhibit B, Estimate of Project Costs, which exceed the total estimated amount and which were both reasonably and actually incurred, will be memorialized by the Parties as a written amendment to this Agreement, within the parameters described in Recital G. 5.3 Invoices. In order to request payment from City, District agrees to submit invoices to City describing the services and/or equipment related to the Project and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates and reimbursable expenses). The invoice shall also identify the percentage completion of each task. The information in the District’s invoices shall be subject to verification by City. District agrees to submit invoices to the City’s Project Manager at the address specified in Section 9 below. City will generally process payment to District no later than 45 days after receipt of District’s complete invoices, along with any supporting documentation. 5.4 Audit. District will permit City to audit, at a reasonable time during the term of the Agreement and for three (3) years after, and District will maintain District’s records pertaining to the matters covered by the Agreement. 5.5 Release and Settlement. In consideration for City’s payment of Project Costs to which District is entitled to under this Agreement, all claims by and between the Parties related to the incidents described in Recital E above shall be considered fully and completely compromised and settled, without the admission of fault or liability by any Party, and each Party agrees to waive and release, in favor of the other Party and all employees, directors, agents, contractors, and representatives of the other Party, all claims, demands, causes of action, rights, damages, costs, expenses, compensation and legal entitlements of any kind or nature (including attorney fees) arising out of or connected with the incidents described in Recital E above, and to accept the duties and liabilities stated in this Agreement in full accord and satisfaction thereof. 5.6 Survival. The rights, duties and obligations of the Parties as set forth in this Section 5 shall survive expiration or termination of the Agreement. 6. INDEMNIFICATION, INSURANCE 6.1 Indemnification. In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to California Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by a Party shall not be shared pro rata but, instead, District and City agree that, pursuant to California Government Code Section 895.4, each Party (“Indemnifying Party”) shall fully indemnify, defend and hold the other Party (“Indemnified Party”), their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability, including that imposed for injury (as defined in Government Code Section 810.8) occurring by 6 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO reason of the gross negligence or willful misconduct of the Indemnifying Party, its officers, employees, or agents, under or in connection with or arising out of any work, authority, or jurisdiction delegated to such other party under this Agreement. 6.2 Insurance. District and its consultant(s) or contractor(s), if any, performing the work, will secure and maintain in full force and effect, at all times during Project execution and until Project completion, bodily injury insurance, property damage insurance and contractual liability worker compensation and auto coverage in forms and limits of liability acceptable to both District and City, naming District and City and their respective officers, employees, and agents as additional insured from and against all damages and claims, loss or liability, cost or expense arising out of or in any way connected with the Project. District is self-insured and can meet any required obligations through self-insurance. 6.3 Survival. The rights, duties, and obligations of the Parties as set forth in Section 6 of this Agreement will survive termination and expiration of this Agreement. 7. TERMINATION 7.1 The Parties’ May_, 2019 Agreement for Creek Bottom Concrete Slab Repair Along Barron Creek at Crossing of Bryant Street is hereby terminated as of August 30, 2020, with neither Party having incurred any reimbursable costs associated with that agreement. 7.2 Either District or City may, upon thirty (30) days’ written notice, with or without cause, suspend or terminate this Agreement. 7.3 Upon such suspension or termination of the Agreement, District will be paid for actual costs associated with the Project incurred and non-cancelable on or before the effective date of the suspension or termination. 8. ADDITIONAL PROVISIONS 8.1 Recitals. The Recitals set forth above are hereby incorporated in and made a part of this Agreement by this reference. 8.2 Waiver. A Party’s waiver of any term, condition, covenant, or breach of any term, condition or covenant shall not be construed as a waiver of any other term, condition, or covenant or breach of any other term, condition, or covenant. 8.3 Integration. This Agreement contains the entire Agreement between District and City relating to Project. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 7 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO 8.4 Compliance with Applicable Law. District and its consultants and/or contractors will comply with all laws applicable to the administration, design and construction of the Project. Except as expressly set forth herein, District will secure all permits and licenses, pay all charges and fees and give all notices required by law in connection with the Project. 8.5 Severability. If any term, condition or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall be valid and binding on District and City. 8.6 Choice of Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. 8.7 Counterparts. This Agreement may be executed in counterparts and will be binding as executed. 8.8 Amendment. All changes or extensions to this must be in writing in the form of an amendment approved by both Parties. 8.9 No Third Party Beneficiaries. This Agreement is entered into only for the benefit of the Parties executing this Agreement and not for the benefit of any other individual, entity, or person. 8.10 Labor Compliance. The District’s consultants and/or contractors, if any, shall comply with State Labor Codes, including working hours, prevailing wage requirements and certified payroll records. 8.10.1 The District shall ensure that District’s consultants and/or contractors, if any, shall comply with California Labor Code Section 1810, et seq. which provides that work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, must be compensated as overtime, at not less than 1 ½ times the basic rate of pay. 8.10.2 Payroll Records. The District shall ensure that District’s contractors, if any, shall comply with California Labor Code Section 1776 which requires certified payroll records be maintained with 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 him or her in connection with this Agreement. The payroll records shall be made available for inspection as provided in California Labor Code Section 1776. 8.10.3 Apprentices. The District shall ensure that District’s contractors, if any, shall comply with California Labor Code Section 1777.5 regarding apprentices. 8 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO 9. NOTICES All correspondence relating to the Project, including all notices required by the terms of this Agreement may be delivered by first class mail addressed to the appropriate Party at the following addresses: To DISTRICT: Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118 Attn: Roger Narsim, Engineering Unit Manager To CITY: City of Palo Alto Utilities Department 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Tomm Marshall, Utilities Assistant Director With Copies Attention to: City Attorney’s Office Attn: Aylin Bilir, Deputy City Attorney (Remainder of page intentionally left blank; signatures follow on next page) 9 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO IN WITNESS WHEREOF, the Parties have executed the AGREEMENT the day and year set forth above. CITY: CITY OF Palo Alto a California chartered municipal corporation By: ____________________________________ Date: ____________ City Manager APPROVED AS TO FORM: By: ____________________________________ Date: ____________ Deputy City Attorney ATTEST: By: ____________________________________ Date: ____________ City Clerk DISTRICT: SANTA CLARA VALLEY WATER DISTRICT a special district By: ____________________________________ Date: ____________ Norma J. Camacho Chief Executive Officer APPROVED AS TO FORM: By: ____________________________________ Date: ____________ Brian Hopper Senior Assistant District Counsel 10 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO Exhibit A Baron Creek: Location Map Exhibit A: Barron Creek Location Map SCVWD Property Bridge and Work Area (City of Palo Alto Property) SCVWD Property 12 AGREEMENT RE: BARRON CREEK SCVWD – CITY OF PALO ALTO Exhibit B Estimate of Project Costs ITEM DESCRIPTION UNIT PRICE AMOUNT 1 Compliance with Environmental Permits for Barron Creek NTE 1 5,000$ 5,000$ 2 Mobilization & Demobilization, Demolition & Disposal for Barron Creek LS 1 30,000$ 30,000$ 3 Control of Water for Barron Creek LS 1 20,000$ 20,000$ 4 Remove Concrete for Barron Creek LS 1 13,000$ 13,000$ 5 Structural Concrete for Barron Creek CY 19 1,900$ 36,100$ 6 Concrete Blanket for Sewer Pipe for Barron Creek CY 2 1,600$ 3,200$ 7 Cleaning and Video Inspection of Sewer Pipe for Barron Creek LS 1 10,000$ 10,000$ 8 Repair Spalled Surface Areas for Barron Creek SF 7 1,900$ 13,300$ 9 Slurry Cement Backfill for Barron Creek NTE 1 5,000$ 5,000$ 10 135,600$ 11 13,560$ 12 149,160$ 13 72,000$ TOTAL: 221,160$ Planning, Design, Construction Management, and Permitting (48% of Construction Cost): Exhibit B: Estimate of Project Costs ENGINEER'S ESTIMATE UNITQUANTITIES SUPPLEMENTAL BID FOR BARRON CREEK Barron Creek Concrete Repair under Bryant Street in City of Palo Alto BID BOND. CASH OR CERTIFIED CHECK ACCOMPANYING BID 5750 Almaden Expressway, San Jose, CA 95118 Santa Clara Valley Water District Construction Cost : Contingency 10% : Bid Total: AGREEMENT RE: BARRON CREEK SCVWD ‐ CITY OF PALO ALTO City of Palo Alto (ID # 10404) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Contract with American Asphalt Repair for $380,860 for Tennis Court Repair Title: Approval of Contract Number C19175329 With American Asphalt Repair and Resurfacing, Inc. in the Amount of $362,724 Plus a 5 Percent Contingency for Unforeseen Expenses for Tennis Court Improvements at Rinconada Park to be Completed by August 9, 2019 (Capital Improvement Project PG-06001) From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or designee to execute contract C19175329 with American Asphalt Repair and Resurfacing, Inc. (Attachment A) for Rinconada Tennis Court Improvements in the amount of $362,724, and approve a 5% contingency amount of $18,136 for unforeseen expenses for a maximum-not-to-exceed amount of $380,860. 2. Authorize the City Manager or designee to negotiate and execute one or more change orders to the contract with American Asphalt Repair and Resurfacing, Inc. for related additional but unforeseen work which may develop during the project, for an amount not to exceed $18,136. Background Tennis court resurfacing work in parks is the responsibility of the Community Services Department. Capital Improvement Project (CIP) PG-06001 (Tennis and Basketball Court Resurfacing) provides annual funding for reconstruction of City maintained tennis and basketball courts. Discussion The work to be performed under the contract at Rinconada tennis courts includes removal and disposal of existing asphalt tennis court surfacing, existing tennis netting, and existing net posts. The contractor will install new asphalt courts, tennis netting, and net posts. Generally, tennis courts are resurfaced after five years depending on City of Palo Alto Page 2 condition. The courts at Rinconada Park were last resurfaced nine years ago and one court is currently closed due to unsafe surfacing. Without the resurfacing work, water intrusion will continue to deteriorate the condition of the courts. On May 01, 2019 an Invitation for Bids (IFB) was posted to the City of Palo Alto’s bid website (PlanetBids) with 20 days to respond to the IFB. 19 potential vendors viewed the IFB solicitation. A non-mandatory pre-bid meeting was held on May 07, 2019. Upon closure of the solicitation period, a single bid was received from American Asphalt Repair and Resurfacing, Inc. on May 21, 2019 (Attachment B). The award is being made to the only bidder (American Asphalt Repair and Resurfacing, Inc.) in the amount of $362,724 plus $18,136 for a 5% contingency for a maximum- not-to-exceed amount of $380,860. An award is being made instead of opening another solicitation for several reasons. The bid was within 6% of the City’s cost estimate, the overall condition of the courts is failing due to water intrusion, one court is already closed due to unsafe surfacing, and any further delay will impact the City’s Recreation Division programing and planned use of the courts in the fall season. Timeline Rinconada Tennis Courts will be resurfaced between June to August 2019. Resource Impact The project is fully funded through the CIP plan of Fiscal Year 2019 in project PG-06001 (Tennis and Basketball Court Resurfacing). Environmental Impact The scope of work in this Agreement is exempt from CEQA as repair and maintenance of an existing facility pursuant to Section 15301. Policy Implications This project aligns with the 2030 Comprehensive Plan: Goal C-3: Recognize the intrinsic value and everyday importance of our parks and community centers, libraries, civic buildings and cultural assets by investing in their maintenance and improvement. Policy C-3.2: Reinvest in aging facilities to improve their usefulness and appearance. Avoid deferred maintenance of City infrastructure. Attachments: • Attachment A: Rinconada Park Court Resurfacing-American Asphalt • Attachment B: IFB 175329 Rinconada Park Tennis Court Renovations Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C19175329 City of Palo Alto Rinconada Park Tennis Court Renovations Project Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 17, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and American Asphalt Repair and Resurfacing Company, 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 Company duly organized and in good standing in the State of California, Contractor’s License Number 439591 and Department of Industrial Relations Registration Number 1000002117. 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 May 12019, City issued an Invitation for Bids (IFB) to contractors for the Rinconada Park Tennis Court Renovations (“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 Rinconada Park Tennis Court RenovationsProject, located at 777 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 section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than Friday, August 9, 2019. within calendar days () 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 Five Hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Three Hundred Sixty Two Thousand Seven Hundred Twenty Four Dollars ($362,724). [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 Community Services Department 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Lam Do 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: American Asphalt Repair and Resurfacing Company, Inc. 24200 Clawiter Road Hayward, CA 94545 Attn: Dale Kunz 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director American Asphalt Repair and Resurfacing Company, Inc.Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ IFB NO. 175329 Bid Summary – Rinconada Park Tennis Court Renovations Project Date:5/21/19 American Asphalt Repair and Resurfacing Co., Inc. American Asphalt Repair and Resurfacing Co., Inc. BID ITEM APPROX. QTY. UNIT DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) UNIT PRICE TOTAL ITEM PRICE 001 1 Lump Sum Mobilization $1,300.00 $1,300.00 002 1 Lump Sum Clearing and Grubbing $2.903.00 $2,903.00 003 1 Lump Sum Remove existing site amenities (nets, posts, footings) $10,733.00 $10,733.00 004 885 LF Remove existing headerboard $8.56 $7,575.60 005 38,700 SF Surface preparation (remove surface painting) $2.03 $78,561.00 006 1 Lump Sum Tree protection $2,416.00 $2,416.00 007 1 Lump Sum Erosion control $3,692.00 $3,692.00 008 38,700 SF Install GLASPAVE 50 and tack coat $0.73 $28,251.00 009 3,800 SF Install GLASGRID 100 over large cracks $5.56 $21,865.50 010 38,700 SF Install 2” Asphalt concrete overlay (3/8”aggregate) $2.20 $85,140.00 011 6 EA Install new netting, posts, footings $5,000.00 $30,000.00 012 1 LS Install new TUFF MULCH bonded rubber mulch $3,500.00 $3,500.00 013 885 LF Install new headerboard $15.16 $13,416.60 014 1 LS Remove and Replace existing pathways for conforms. Conform existing entry pathways as needed to match. $4,800.00 $4,800.00 015 1 LS Adjust fence railings at entry conform $2,750.00 $2,750.00 016 6 EA Install athletic court surfacing $10,970.00 $65,820.00 Total $362,723.70 City of Palo Alto (ID # 10418) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Contract Amendment Number Two with Susan Zoccola Title: Approval of Amendment Number 2 to Contract Number C17166591 With Artist Susan Zoccola, LLC to Extend the Term to November 30, 2021 for the Design Development, Fabrication and Installation of Artwork Associated With the Charleston-Arastradero Corridor Project From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Amendment Number 2 to Contract C17166591 with Susan Zoccola, LLC (Attachment A) for the design, fabrication and installation of artwork associated with the Charleston-Arastradero Corridor Project to extend the contract term to November 30, 2021. Background The City of Palo Alto’s Public Art Program manages the Art in Public Spaces Project AC- 86017 which receives funds transferred annually as part of the budget cycle in accordance with Ordinance Number 5301, Municipal Code Section 2.26.070 (Public Art for Municipal Projects). This ordinance requires the City to set aside one percent (1%) of the annual capital improvement program (CIP) budget for providing public art. The ordinance allows funds from multiple CIP projects to be pooled together to fund a single work of art. The Charleston-Arastradero Corridor CIP will utilize funds from the Art in Public Spaces Project to incorporate art into the project. Due to availability of local funding and grant funding, the Charleston-Arastradero Corridor CIP construction will be completed in three phases. Phase 1 includes the corridor section of Arastradero Road between Foothill Expressway to Clemo Avenue. Phase 2 includes the corridor section of Charleston Road from Alma Street to Middlefield Road. Phase 3 of construction will be the remaining sections of the corridor between Los Palos Avenue and Alma Street, and Middlefield Road to San Antonio Road. Phases 1 and 2 are currently under construction, and Phase 3 is anticipated to begin construction in October 2019. City of Palo Alto Page 2 The Charleston-Arastradero Corridor is a high volume, 2.3-mile roadway serving 11 schools, several parks, shopping centers, commercial uses, a library, day care centers, non-profit organizations, and two community centers. The corridor extends from East Charleston Road at Fabian Way to Arastradero Road at Gunn High School. Trial striping plans were previously implemented on Charleston Road in 2006 and on Arastradero Road in 2010 and were approved for permanent retention in 2008 and 2012, respectively. The final phase of the project will install new landscaped medians, corner bulb-outs, green bike lanes, and other enhanced bicycle and pedestrian improvements consistent with the existing striping/roadway configuration. The final phase identified opportunities for “green infrastructure” features to remove pollutants from storm water and reduce storm water runoff. Extensive public outreach was done to develop the preferred concept plan line to add the landscaping and pedestrian/bicycle improvements to the corridor. The City hosted four community workshops and presented the plan twice to the Palo Alto Pedestrian and Bicycle Advisory Committee while developing a preferred plan line concept that was unanimously approved by both the Planning and Transportation Commission and the City Council. Following the approval of the concept plan line by City Council in September 2015, the design team began working on the final design for implementation in the spring of 2017. A community workshop was hosted in March 2016 to gain public input on the proposed landscaping plans and planting palette. The landscaping plans presented for comment at the meeting can be can be accessed here: http://www.cityofpaloalto.org/civicax/filebank/documents/51412. The Architectural Review Board approved the landscape plans in July 2017 (Staff Report #8073). Discussion Due to the high visibility of the Charleston-Arastradero Corridor Project and multiple opportunities to incorporate artwork, staff initiated the artist selection process in March of 2016. After reviewing the qualified artists in the Public Art pre-qualified pool, staff presented the work of 20 different artists to a selection panel composed of the project Landscape Architect Linda Gates, Cubberley artist Charles Coates, community member Lynda Lumish, former Assistant Director of Community Services Rhyena Halpern who oversaw the Arts & Science Division, and Public Art Commission Chair Jim Migdal. From that selection panel, five artists were selected for an interview. Once the interviews were completed, Susan Zoccola was selected as the artist for the project. The Public Art Commission approved Susan Zoccola as the project artist at its September 15, 2016 meeting. The contract was approved by City Council December 12, 2016. Zoccola traveled to Palo Alto in January 2017 to meet with the design team and initiate her design development. Her concepts were approved by the Public Art City of Palo Alto Page 3 Commission October 19, 2017. Inspired by the water filtration systems in the landscaping and the heavily used bike corridor, the artist developed a series of five sculptures inspired by bike wheels and diatoms. Diatoms are single-celled algae that form a silica-based cell wall. Diatoms exist in all saltwater and freshwater environments, including moist soils, and are shaped like bike wheels. Informed by the intent of the project – a heavily trafficked corridor in which the streetscape project is intended to enhance bike and pedestrian safety, Zoccola set out to create colorful wheel-based compositions marking entrances and key places along the corridor that would be dynamic for drivers, pedestrians and cyclists alike while marking a few places along the corridor for drivers to pay extra attention looking for cyclists. Detailed design has been completed, and the footings for the sculptures are scheduled to be poured August 2019 for Phases 1 & 2 and April 2020 for Phase 3. Sculptures are expected to be installed after all construction is complete, which is anticipated for July 2020. The original contract approved in 2016 had an expiration date of December 31, 2018. Due to construction delays, the contract was amended in December 2018 to extend the expiration date to June 30, 2019. The construction of the corridor has been delayed further, thus requiring a second amendment to extend the term to November 2021. Currently it is estimated that the artwork will be installed in late 2020. There is no change to the contract dollar amount. Timeline Phase 1 and 2 of the Charleston-Arastradero Corridor project is under construction. Phase 3 of the project will go out to bid August 2019. The artwork(s) will be installed in coordination with the overall construction project, and is estimated to take place in late 2020. Resource Impact This contract amendment will extend the terms in alignment with the anticipated completion date and results in no change to the overall contract amount, which remains at $90,000 budgeted in the Art in Public Spaces Project AC-86017. Environmental Review 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. An Initial Study/Mitigated Negative Declaration (IS/MND) Was Prepared for the Charleston Arastradero Corridor Project in 2004. An addendum to the IS/MND was prepared in conjunction with the City of Palo Alto Page 4 Concept Plan approval in 2015. The planting plan and palette constitute a refinement of the landscaping identified with the Concept Plan and present no environmental impacts beyond those identified in the IS/MND. The project has also been reviewed and approved in conformance with the National Environmental Policy Act (NEPA) (Staff Report #8073). Attachments: • C17166591 SUSAN ZOCCOLA Contract Amendment No 2.doc 1 of 1 Revision July 20, 2016 AMENDMENT NO. 2 TO CONTRACT NO. C17166591 BETWEEN THE CITY OF PALO ALTO AND ARTIST SUSAN ZOCCOLA, LLC This Amendment No. 2 to Contract No. C17166591 (“Contract”) is entered into June 17, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and Susan Zoccola LLC, located at 4136 Meridian Ave N, Seattle, WA 98103 ("ARTIST"). R E C I T A L S A. The Contract was entered into on November 15, 2016 between the parties for the provision of creating original artworks for the Charleston-Arastradero Corridor. B. On December 31, 2018 CITY executed amendment No. 1 to extend the contract term to June 30, 2019. C. Due to delays in the Charleston-Arastradero Corridor project, it is necessary to extend the contract term further to allow for completion of that project prior to installation of the artworks. The parties thus desire to amend the Contract to extend the term from June 30, 2019 to November 30, 2021. 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: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through November 30, 2021 unless terminated earlier pursuant to Section 23 of this Agreement.” 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 executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: SUSAN ZOCCOLA, LLC DocuSign Envelope ID: CA1D7014-EF38-44F1-B4BA-649786C778DC Artist Susan Zoccola City of Palo Alto (ID # 10437) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Animal Services contracts with City of Los Altos and Town of Los Altos Hills Title: Approval of two Revenue Contracts With the City of Los Altos and the Town of Los Altos Hills for the City of Palo Alto to Provide Animal Control and Shelter Services for an Additional Five-year Term From: City Manager Lead Department: Community Services Recommendation Staff recommends that City Council approve two attached agreements with the City of Los Altos and Town of Los Altos Hills, respectively, to provide regional animal care and control services. The contracts would be effective from July 1, 2019 through June 30, 2024, and replace existing contracts that are expiring Discussion The City of Palo Alto currently provides animal care and control services to the City of Los Altos and the Town of Los Altos Hills. The existing regional animal care and control contracts with the City of Los Altos and the Town of Los Altos Hills were originally signed in 2004 and extended for an additional five-year term in 2014. These contracts will extend these arrangements for an additional five-year term ending in June 2024. The contracts with Los Altos and Los Altos Hills are attached to this memo as Attachments A and B and the current contracts are available by reviewing CMR #4595 from 2014. As part of the extension, the City and partner agencies have proposed some updates to the cost structure and the scope of services. The most significant contract changes are outlined below. • Dog license fees revenue from Los Altos and Los Altos Hills The current contract is structured such that Palo Alto’s Shelter staff process all dog license fees for pets from Los Altos and Los Altos Hills. Shelter staff then remit those fees back to Los Altos and Los Altos Hills without retaining any portion of the fees to recoup administrative costs. With the restructuring of Shelter operations with Pets In Need, this is no longer a viable contract term as Pets In Need does not have the resources to process dog licenses if the cost to perform this work cannot be recovered. City of Palo Alto Page 2 This change allows Pets In Need to retain the license fees to cover their associated administrative costs. • Animal Control Officer (ACO) patrols and assistance in Los Altos and Los Altos Hills Under the current contract, ACOs assist Los Altos and Los Altos Hills Police with animal patrols and complaints. Under the proposed contracts, on-duty ACOs would serve as primary enforcement of animal related patrols and complaints during ACO regular hours for Los Altos and Los Altos Hills. • Dangerous Animal Ordinance Hearing Officer assistance ACOs will serve as Hearing Officers for Dangerous Animal Ordinance hearings upon mutual agreement and resource availability for Los Altos, should Los Altos’ Municipal Code allow for this change. Under the current contract, Los Altos is responsible for identifying its own independent Hearing Officers. Resource Impact The provision of regional animal care and control services to Los Altos and Los Altos Hills is expected to result in annual revenue to the City of $221,000 (approximately $162,000 annually from Los Altos and approximately $59,000 annually for Los Altos Hills). This amount of revenue is consistent with the previous contracts with Los Altos and Los Altos Hills and thus requires no changes to the City’s Operating Budget. Animal control services provided to Los Altos and Los Altos Hills are accomplished with existing staff resources and no additional staff is allocated to specifically serve Los Altos and Los Altos Hills. Attachments Attachment A: 2019 Proposed Agreement with the City of Los Altos Attachment B: 2019 Proposed Agreement with the Town of Los Altos Hills Attachments: • Attachment A: 2019 Proposed Agreement with the City of Los Altos • Attachment B: 2019 Proposed Agreement with the Town of Los Altos Hills 1 AMENDED AGREEMENT FOR ANIMAL CONTROL AND SHELTERING SERVICES BETWEEN THE CITY OF PALO ALTO AND THE CITY OF LOS ALTOS This Agreement for Animal Control and Sheltering Services is made this 1st day of July, 2019, by and between the City of Palo Alto (“Palo Alto”) and the City of Los Altos (“Agency”). RECITALS WHEREAS, animal control and sheltering services are required by California law to be provided by incorporated cities; and WHEREAS, Palo Alto has an established animal control and shelter operation Palo Alto Animal Shelter (or “PAAS”); and WHEREAS, Agency has no current facilities or ability to provide those required animal services, and has requested that Palo Alto provide specified animal control and sheltering services, and animal licensing within the jurisdiction of Agency, and for the citizens of Agency; and WHEREAS, Palo Alto has the capacity to provide such services to Agency as are hereinafter described, and is willing to do so; WHEREAS, Palo Alto has engaged Pets In Need, a local non-profit animal services group (“PIN”), to operate PAAS; and NOW, THEREFORE, in consideration of the following covenants, terms, and conditions, the parties agree: SECTION 1: Term The term of this agreement shall commence on July 1, 2019 and shall terminate on June 30, 2024, unless sooner terminated or extended by mutual agreement between Palo Alto and the Agency. The parties intend to extend this agreement so long as it is mutually advantageous. Parties agree to meet at least twelve months prior to the scheduled termination hereof and discuss the terms of such extension. The parties intend to extend this agreement so long as it is mutually advantageous. Parties agree to meet at least twelve months prior to the scheduled termination hereof and discuss the terms of such extension. A. Amendments - Amendments to this Agreement must be in writing and approved by the governing body of Agency and Palo Alto. This is the entire Agreement between the parties and supersedes any prior written or oral agreements. 1 SECTION 2: Termination by Any Party If either party fails to perform any duties or obligations imposed by this Agreement and said failure continues for sixty (60) days after written notification by the other, then the non- breaching party may terminate this Agreement immediately after the sixty (60) day period by providing written notice of termination. Either party may terminate this agreement at any time without cause by providing one hundred eighty (180) days written notice of intent to terminate. In any event of termination under this paragraph, Palo Alto shall be paid for all services performed until the date of such termination. SECTION 3: Advisory Committee The joint committee shall hereafter be referred to as the Animal Control Task Force (ACTF) consisting of the City Manager of Palo Alto or his designee, the City Manager of Agency or his/her designee, the Superintendent of PAAS, and the City Manager or his/her designee of other cities that contract with Palo Alto to provide animal control and/or sheltering services. The responsibilities of the ACTF shall include but are not limited to: 1. Review existing local animal control ordinances and make recommendations for appropriate changes 2. Assessing licensing program 3. Analyze programmatic complaints by either party or its residents 4. Review revenues and expenditures relating to the program SECTION 4: Agency Responsibilities 1. Agency hereby designates Palo Alto to perform, on behalf of Agency, all services as agreed to in Exhibit “A” - Scope of Services of this Agreement. 2. Agency hereby designates Palo Alto responsible for its dog license fee collection, including the issuance of licensing administrative citations. 3. Agency agrees not to adopt fees inconsistent with Palo Alto’s schedule for animal related fees during the term of the agreement. 4. Agency shall implement its own locally enacted provisions for administrative remedies with respect to impoundment, nuisance abatement of dangerous animals and other similar circumstances; provided, however, that Palo Alto will assist and respond when requested by Agency, as set forth in Exhibit “A” of this Agreement. 5. Agency agrees that it will remain responsible for arranging and conducting hearings under its Dangerous Animal Ordinances, including but not limited to, providing Hearing Officers and a location for such hearings. Alternatively, Agency may request Palo Alto to provide Hearing Officers and a location for such hearings, and Palo Alto may provide as such upon mutual agreement and resource availability. The cost of these hearings shall be borne by the animal owner; however, in the event Agency is unable to collect these costs from the animal owner; Agency shall be responsible for these costs. 2 6. Agency agrees that it shall remain solely responsible for the defense of any appeal of any decision rendered by the Hearing Officer or from any Court judgment based on claims, actions or appeals resulting from Dangerous Animal designations made under Agency’s Ordinances. 7. Agency agrees to provide assistance upon request of Palo Alto’s Animal Control Officers within Agency’s jurisdiction. 8. Agency shall be primarily responsible for the investigation and appropriate enforcement action to be taken in substantiated cases of animal cruelty, abuse, etc., under Section 597 of the California Penal Code. 9. Agency shall maintain a safe, clean, and sanitary environment for temporarily holding animals at the Agency’s designated area. Agency reports shall include description of the animal, location it was found, reporting party information and any other relevant information that would assist Palo Alto’s Animal Control Officers with the disposition of the animal. The report shall be provided to Palo Alto’s Animal Control Officers staff at pick up. If the animal is released from Agency, the report shall be sent to Palo Alto’s Animal Control Officers by the end of the work day. 10. As unanticipated events occur in Agency cities, PAAS may be required to contract with outside vendors to provide services that are above and beyond the scope of services and/or the capabilities of PAAS personnel. After consultation and agreement of services with Agency, Agency will be responsible for the cost of vendor services. SECTION 5: Compensation 1. The purpose of this Section is to equitably divide the actual costs of providing animal control and sheltering services to Agency. The costs to provide these services are based on the actual program costs for the Palo Alto Animal Shelter and Animal Control Services Division each fiscal year. 2. Agency agrees to pay Palo Alto under the following payment schedule: a. April 1 of current fiscal year – Palo Alto will provide Agency with cost estimate for following fiscal year b. November 1 – Palo Alto will provide Agency with an invoice for the current fiscal year adjusted by any variance in prior year budget to actuals. Payments are due to Palo Alto by December 15 of each year. Payments shall be sent to: Director of Community Services 1305 Middlefield Road Palo Alto, CA 94301 3. Agency agrees to pay 11.4% of actual program costs for the Palo Alto Animal Shelter and Animal Control Services Divisions each fiscal year. The percentage paid under this agreement is derived from the average percentage of animals handled by Palo Alto for Agency from FY 2009 – FY 2018. Agency’s payment for service is based on 1) Agency’s proportionate use of shelter services over the period 3 listed above and 2) Palo Alto’s total costs for animal control and shelter services. 4. Palo Alto will retain all boarding, impound, dog licensing and penalty fees. In previous years, Agency retained revenues from dog licensing fees collected for Agency by Palo Alto; under this Agreement, Pets In Need will be retaining Agency’s dog licensing fees to fund its administrative costs. 5. Any payments not received on or before the due date shall accrue interest between the due date and date of receipt. Interest shall be based on the prevailing rate of return earned by Palo Alto’s investments during that period. 6. In the event of early termination of this Agreement, in accordance with Section 2 of the Agreement, Palo Alto shall bill Agency a prorata amount of the quarterly payment that covers the quarter during which such termination is effective. 7. For any animal(s) required to be housed at PAAS over ninety (90) calendar days, Agency will be assessed a daily charge of $20 per animal plus any expenses necessary to care for the animal(s), commencing the ninety-first (91) day of impoundment. 8. Any unforeseen changes in State requirements relating to the care and housing of animals shall be the fiscal responsibility of Agency once implemented by Palo Alto based on Agency’s animals handled. SECTION 6: Indemnification and Hold Harmless Agency expressly agrees to indemnify and hold harmless Palo Alto, its officers, agents, employees and servants from all demands, claims, liabilities, losses, charges, costs, or damages caused by or arising out of Agency’s negligent or willful misconduct in the performance of this Agreement. Palo Alto expressly agrees to indemnify and hold harmless Agency, its officers, agents, employees and servants from all demands, claims, liabilities, losses, charges, costs, or damages caused by or arising out of Palo Alto’s negligent or willful misconduct in the performance of this Agreement. SECTION 7: Notices All notices shall be submitted, in writing, and sent by the United States Mail, certified and postage prepaid, by private express delivery service, by facsimile transmission followed by delivery of hard copy, or by any other process mutually acceptable to the parties to the addresses stated below or to any other address noticed in writing. Palo Alto: City of Palo Alto Director of Community Services 1305 Middlefield Road Palo Alto, CA 94301 Agency: City of Los Altos Police Chief 4 1 North San Antonio Road Los Altos, CA 94022 SECTION 8: Miscellaneous 1. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any changes resulting in Program modifications shall be provided in writing by Palo Alto to Agency and must be agreed upon and accepted by Agency as soon as legislative bodies enact any new or modified regulations regarding animals, their care and housing. 2. Palo Alto shall not be deemed in default on account of any delay or failure to perform any obligations in accordance with Agency laws, the laws of the State of California, the Palo Alto Municipal Code, and the terms of this Agreement, which directly results from an Act of God, including, without limitation, the act of a superior legal authority or an occurrence of nature. 3. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement shall remain in effect. 4. The prevailing party in any action brought to enforce the terms of this Agreement may recover from the other party its reasonable costs and attorneys’ fees expended in connection with such an action. IN WITNESS WHEREOF, the parties have executed this Agreement in Palo Alto, County of Santa Clara, California, on the date first above stated. CITY OF PALO ALTO CITY OF LOS ALTOS City Manager City Manager ATTEST: ATTEST: APPROVED AS TO FORM: APPROVED AS TO FORM: ___________________________ ___________________________ Deputy City Attorney City Attorney ATTACHMENTS: EXHIBIT “A” SCOPE OF SERVICES 5 EXHIBIT “A” Scope of Services Palo Alto shall provide animal control and sheltering services to Agency as set forth in this Exhibit and in compliance with all related applicable laws of the State of California. Field Services will be provided seven (7) days a week as follows: Regular hours 8:00am – 5:00pm On-Call hours 5:00pm – 8:00am Public Shelter hours shall be a minimum of six (6) days per week and forty (40) hours per week. PIN shall post the public hours on its website, and inform Palo Alto and Contract Cities in writing of any change in hours. Shelter shall be closed on designated holidays. SECTION 1: Agency Assist • Palo Alto Animal Control Officer (ACO) will assist Agency with the control of dangerous, aggressive, vicious, and/or attacking animals (domestic or wild). • ACO will assist Agency staff in the rescue of dogs or cats in immediate distress. • ACO will assist Agency to capture unattended, stray dogs when conditions are safe to do so. • ACO will assist Agency staff in the active investigation of animal cruelty, abuse, or neglect incidents. Agency will be responsible for all criminal filings. • Upon request by Agency staff, ACO will assist in the investigation of animal on animal attacks. • If Agency takes enforcement action surrounding an animal violation, Agency may request assistance of ACO to impound animal(s) and provide appropriate care at PAAS during the administrative process. • PAAS on-duty ACO’s will assist Agency by investigating all excess number of animal complaints. • ACO will serve as primary enforcement of Title 5 (“Animals”) of the Los Altos Municipal Code during Regular Hours and will respond according to availability and severity of the incident. Agency will provide enforcement during other times. SECTION 2: Field Impound • ACO will impound animals under special custody situations which would include owner arrest, hospitalization, fire, etc. Agency staff will provide ACO/PAAS staff with owner information before the end of Agency staff shift if known to Agency staff. 6 • Confined, stray domestic animals (including those in rented PAAS humane box traps) shall be picked up during regular hours from both citizens and the Agency. SECTION 3: Stray Animals • ACO will impound confined, stray animals during regular hours when the owner is not present. • ACO will pick up and dispose of reported dead stray animals during regular hours. • Residents from Agency’s jurisdiction may bring stray animals to PAAS during regular business hours. After hours, animals may be taken to the holding area at Palo Alto Police Department. The following day, ACO will pick up and transport to the shelter for care and housing. • Stray animals located in Agency’s jurisdiction that are taken to the shelter shall be provided care and housing. A lost and found log will be maintained at shelter in an attempt to reunite animals with owners. SECTION 4: Disposition of Stray or Surrendered Animals • At the conclusion of any required holding period, stray or surrendered animals may either be placed for adoption or humanely euthanized at PAAS’ discretion. All animals placed for adoption shall be spayed or neutered, micro-chipped and vaccinated prior to placement. SECTION 5: Surrenders • Residents from Agency’s jurisdiction may surrender their animal(s) during regular business hours at PAAS. Residents must provide proof of residency and picture identification at the time of the surrender. • PAAS provides disposal service for owned, dead animals for a service fee. If owner requests animal to be picked up from their home, there will be an additional fee charged to the animal owner. This service is provided during regular business hours at PAAS. SECTION 6: Bites/Quarantine • ACO will assist Agency staff with all animal bite on human incidents. When a dog on human bite occurs during regular hours or is in progress, ACO will respond and direct the quarantine process per California Health and Safety Code 121575 et seq. ACO will provide a report documenting the quarantine, witness 7 statements and the action of the animal. PAAS will provide the report to the Agency. Agency will be responsible for all criminal filings. For after hour incidents that are not in progress, the Agency will take an initial report and provide PAAS with a copy of the report by the end of the shift. • PAAS shall provide for the control of rabies through quarantine and testing consistent with the provisions of California Health and Safety Code 121575 et seq. PAAS shall be responsible for filing the Annual report of Local Rabies Control Activities and Statement of Enforcement with the California State Department of Health Services. • Animal bite on human incidents reported by medical personnel will be accepted and documented by an ACO. PAAS will notify Agency of relevant jurisdiction of the incident for evaluation of criminal filing. • PAAS shall provide one “actual” at cost rabies vaccination clinic in accordance with State law. SECTION 7: Animal Licensing • PAAS shall issue and maintain a dog licensing program for Agency including issuing Administrative Citations for licensing violations. • Dog licenses will be processed at PAAS, by mail, and/or online. PAAS shall provide the licensing applications to residents. • PAAS will mail reminder notices prior to the expiration of the dog license. • Cat identification tags will be available at PAAS and a database will be maintained. • Microchip implantation and information will be available at PAAS for a fee and a database will be maintained. SECTION 8: Veterinary Care • Veterinary care for sick or injured stray animals will be provided. • The PAAS Veterinarian shall oversee all animal health, hygiene, and nutritional needs of the animals under the care of PAAS. 8 SECTION 9: Wildlife • ACO will transport and asses sick/injured wildlife. Under the direction of the City Veterinarian, animals may be transported to the South Peninsula Emergency Veterinary Clinic during regular hours. On-call response will be for wild mammals only. • Nuisance wildlife calls will be referred to Santa Clara County Vector Control or to a private pest control company. • ACO will assess and may respond to complaints of wildlife presenting a threat to human safety and take appropriate action. Agency will assist upon request from ACO. • ACO will pick up dead wildlife on public streets/land weighing up to 50 pounds. For animals over 50 pounds, Agency may contact a designated rendering company for removal. Removal of dead wildlife on private property should be referred to the designated rendering company and associated costs will be the responsibility of the resident 1 AMENDED AGREEMENT FOR ANIMAL CONTROL AND SHELTERING SERVICES BETWEEN THE CITY OF PALO ALTO AND THE TOWN OF LOS ALTOS HILLS This Agreement for Animal Control and Sheltering Services is made this 1st day of July, 2019, by and between the City of Palo Alto (“Palo Alto”) and the Town of Los Altos Hills (“Agency”). RECITALS WHEREAS, animal control and sheltering services are required by California law to be provided by incorporated cities; and WHEREAS, Palo Alto has an established animal control and shelter operation (“PAAS”); and WHEREAS, Agency has no current facilities or ability to provide those required animal services, and has requested that Palo Alto provide specified animal control and sheltering services within the jurisdiction of Agency, and for the citizens of Agency; and WHEREAS, Palo Alto has the capacity to provide such services to Agency as are hereinafter described, and is willing to do so; WHEREAS, Palo Alto has engaged Pets In Need, a local non- profit animal services group (“PIN”), to operate PAAS; and NOW, THEREFORE, in consideration of the following covenants, terms, and conditions, the parties agree: SECTION 1: Term The term of this agreement shall commence on July 1, 2019 and shall terminate on June 30, 2024, unless sooner terminated or extended by mutual agreement between Palo Alto and the Agency. The parties intend to extend this agreement for a second additional five year term consistent with the original contract signed by the parties in 2004. The parties intend to extend this agreement so long as it is mutually advantageous. Parties agree to meet at least twelve months prior to the scheduled termination hereof and discuss the terms of such extension. A. Amendments - Amendments to this Agreement must be in writing and approved by the governing body of Agency and Palo Alto. This is the entire Agreement between the parties and supersedes any prior written or oral agreements. 2 SECTION 2: Termination by Either Party Either party may terminate this agreement at any time, with or without cause by providing one hundred eighty (180) days written notice of intent to terminate. In any event of termination under this paragraph, Palo Alto shall be paid for all services performed until such termination. SECTION 3: Advisory Committee The joint committee shall hereafter be referred to as the Animal Control Task Force (ACTF) consisting of the City Manager of Palo Alto or his designee, the City Manager of Agency or his/her designee, the Superintendent of PAAS, and the City Manager or his/her designee of other cities that contract with Palo Alto to provide animal control and/or sheltering services. The responsibilities of the ACTF shall include but are not be limited to: 1. Review existing local animal control ordinances and make recommendations for appropriate changes 2. Assessing licensing program 3. Analyze programmatic complaints by either party or its residents 4. Review revenues and expenditures relating to the program SECTION 4: Agency Responsibilities 1. Agency hereby designates Palo Alto to perform, on behalf of Agency, all services as agreed to in Exhibit “A” - Scope of Services of this Agreement. 2. Agency hereby designates Palo Alto responsible for its dog license fee collection, including the issuance of licensing administrative citations. 3. Agency agrees to adopt fees consistent with Palo Alto’s schedule for animal related fees during the term of the agreement. 4. Agency shall implement its own locally enacted provisions for administrative remedies with respect to impoundment, nuisance abatement of dangerous animals and other similar circumstances; provided, however, that Palo Alto will assist and respond when requested by Agency, as set forth in Exhibit “A” of this Agreement. Agency agrees that it will remain solely responsible for arranging and conducting hearings under its Dangerous Animal Ordinances, including but not limited to, providing Hearing Officers and a location for such hearings. The cost of these hearings shall be borne by the animal owner; however, in the event Agency is unable to collect these costs from the animal owner; Agency shall be responsible for these costs. 5. Agency agrees that it shall remain solely responsible for the defense of any appeal of any decision rendered by the Hearing Officer or from any Court judgment based on claims, actions or appeals resulting from Dangerous Animal designations made under Agency’s Ordinances. 3 6. Agency agrees to provide assistance upon request of Palo Alto’s Animal Control Officers within Agency’s jurisdiction. 7. Agency shall be primarily responsible for the investigation and appropriate enforcement action to be taken in substantiated cases of animal cruelty, abuse, etc., under Section 597 of the California Penal Code. 8. Agency shall maintain a safe, clean, and sanitary environment for temporarily holding animals at the Agency’s designated area. Agency reports shall include description of the animal, location it was found, reporting party information and any other relevant information that would assist Palo Alto’s Animal Control Officers with the disposition of the animal. The report shall be provided to Palo Alto’s Animal Control Officer staff at pick up. If the animal is released from Agency, the report shall be sent to Palo Alto’s Animal Control Officers by the end of the work day. 9. As unanticipated events occur in Agency cities, PAAS may be required to contract with outside vendors to provide services that are above and beyond the scope of services and/or the capabilities of PAAS personnel. After consultation and agreement of services with Agency, Agency will be responsible for the cost of vendor services. SECTION 5: Compensation 1. The purpose of this Section is to equitably divide the actual costs of providing animal control and sheltering services to Agency. The costs to provide these services are based on the actual program costs for Palo Alto's Animal Shelter and Animal Control Services Divisions each fiscal year. 2. Agency agrees to pay Palo Alto under the following payment schedule: a. April 1 of current fiscal year – Palo Alto will provide Agency with cost estimate for following fiscal year b. November 1 – Palo Alto will provide Agency with an invoice for the current fiscal year adjusted by any variance in prior year budget to actuals. Payments are due to Palo Alto by December 15 of each year. Payments shall be sent to: Director of Community Services 1305 Middlefield Road Palo Alto, CA 94301 3. Agency agrees to pay 4% of actual program costs for the Palo Alto’s Animal Shelter and Animal Control Divisions each fiscal year (“FY”). The percentage paid under this agreement is derived from the average percentage of animals handled by Palo Alto for Agency from FY 2009 – FY 2018. Palo Alto will retain all boarding, impound, dog licensing, and penalty fees. 4 4. Any payments not received on or before the due date shall accrue interest between the due date and date of receipt. Interest shall be based on the prevailing rate of return earned by Palo Alto’s investments during that period. 5. In the event of early termination of this Agreement, in accordance with Section 2 of the Agreement, Palo Alto shall bill Agency a prorata amount of the quarterly payment that covers the quarter during which such termination is effective. 6. Any unforeseen changes in State requirements relating to the care and housing of animals shall be the fiscal responsibility of Agency once implemented by Palo Alto based on Agency’s animals handled. SECTION 6: Indemnification and Hold Harmless Agency acknowledges that it is required by law to provide the services set forth in Exhibit “A”, of this Agreement, and that it has no present ability to provide those services and has requested that Palo Alto provide such services. Therefore, Agency expressly agrees to indemnify and hold harmless Palo Alto, its officers, agents, employees and servants from all demands, claims, liabilities, losses, charges, costs, or damages caused by or arising out of Palo Alto’s acts or omissions in the performance of this Agreement. SECTION 7: Notices All notices shall be submitted, in writing, and sent by the United States Mail, certified and postage prepaid, by private express delivery service, by facsimile transmission followed by delivery of hard copy, or by any other process mutually acceptable to the parties to the addresses stated below or to any other address noticed in writing. Palo Alto: Director of Community Services 1305 Middlefield Road Palo Alto, CA 94301 Agency: City Manager Los Altos Hills Town Hall 26379 Fremont Road Los Altos Hills, CA 94022 SECTION 8: Miscellaneous 1. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any changes resulting in Program modifications shall be provided in writing by Palo Alto to Agency as soon as legislative bodies enact any new or modified regulations regarding animals, their care and housing. 5 2. Palo Alto shall not be deemed in default on account of any delay or failure to perform any obligations in accordance with Agency laws, the laws of the State of California, the Palo Alto Municipal Code, and the terms of this Agreement, which directly results from an Act of God, including, without limitation, the act of a superior legal authority or an occurrence of nature. 3. If a Court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement shall remain in effect. 4. The prevailing party in any action brought to enforce the terms of this Agreement may recover from the other party its reasonable costs and attorneys’ fees expended in connection with such an action. IN WITNESS WHEREOF, the parties have executed this Agreement in Palo Alto, County of Santa Clara, California, on the date first above stated. CITY OF PALO ALTO TOWN OF LOS ALTOS HILLS City Manager Town Manager ATTEST: ATTEST: APPROVED AS TO FORM: ___________________________ Deputy City Attorney ATTACHMENTS: EXHIBIT “A” SCOPE OF SERVICES 6 EXHIBIT “A” Scope of Services Palo Alto shall provide animal control and sheltering services to Agency as set forth in this Exhibit and in compliance with all related applicable laws of the State of California. Field Services will be provided seven (7) days a week as follows: Regular hours 8:00am – 5:00pm On-Call hours 5:00pm – 8:00am Public Shelter hours shall be a minimum of six (6) days per week and forty (40) hours per week. PIN shall post the public hours on its website, and inform CITY and Agency in writing of any change in hours. Shelter shall be closed on designated holidays. SECTION 1: Agency Assist • Palo Alto's Animal Control Officers (ACO) will assist Agency with the control of aggressive, vicious, and/or attacking animals (domestic or wild). • ACO will assist Agency staff in the rescue of dogs or cats in immediate distress. • ACO will assist Agency to capture unattended, stray dogs when conditions are safe to do so. • ACO will assist Agency staff in the active investigation of animal cruelty, abuse, or neglect incidents. Agency will be responsible for all criminal filings. • Upon request by Agency staff, ACO will assist in the investigation of animal on animal attacks. • If Agency takes enforcement action surrounding an animal violation, Agency may request assistance of ACO to impound animal(s) and provide appropriate care at PAAS during the judicial process. • PAAS on-duty ACO’s will assist Agency by investigating all excess number of animal complaints. • Agency designates ACO as “Animal Control Officer” as defined in Los Altos Hills Municipal Code Title 6, Chapter 1 “Animals” (“Chapter 1”). ACO will serve as primary enforcement of Chapter 1 during Regular Hours and will respond according to availability and severity of the incident. Agency will provide enforcement during other times. 7 SECTION 2: Field Impound • ACO will impound animals under special custody situations which would include owner arrest, hospitalization, fire, etc...Agency staff will provide ACO/PAAS staff with owner information before the end of Agency staff shift. • Confined, stray domestic animals (including those in rented PAAS humane box traps) shall be picked up during regular hours from both citizens and the Agency. SECTION 3: Stray Animals • ACO will impound confined, stray animals during regular hours when the owner is not present. • ACO will pick up and dispose of reported dead stray animals during regular hours. • Residents from Agency’s jurisdiction may bring stray animals to PAAS during regular business hours. After hours, animals may be taken to the holding area at PAPD. The following day, ACO will pick up and transport to the shelter for care and housing. • Stray animals located in Agency’s jurisdiction that are taken to the shelter shall be provided care and housing. A lost and found log will be maintained at shelter in an attempt to reunite animals with owners. SECTION 4: Disposition of Stray or Surrendered Animals • At the conclusion of any required holding period, stray or surrendered animals may either be placed for adoption or humanely euthanized at PAAS’ discretion. All animals placed for adoption shall be spayed or neutered, micro-chipped and vaccinated prior to placement. SECTION 5: Surrenders • Residents from Agency’s jurisdiction may surrender their animal(s) during regular business hours at PAAS. Residents must provide proof of residency and picture identification at the time of the surrender. • PAAS provides disposal service for owned, dead animals for a service fee. If owner requests animal to be picked up from their home, there will be an additional fee charged to the animal owner. This service is provided 8 during regular business hours at PAAS. SECTION 6: Bites/Quarantine • ACO will assist Agency staff with all animal bite on human incidents. When a dog on human bite occurs during regular hours or is in progress, ACO will respond and direct the quarantine process per 121615 of the California Health and Safety Code. ACO will provide a report documenting the quarantine, witness statements and the action of the animal. PAAS will provide the report to the Agency. Agency will be responsible for all criminal filings. For after hour incidents that are not in progress, the Agency will take an initial report and provide PAAS with a copy of the report by the end of the shift. • PAAS shall provide for the control of rabies through quarantine and testing consistent with the provisions of 121615 of the California Health and Safety Code. PAAS shall be responsible for filing the Annual report of Local Rabies Control Activities and Statement of Enforcement with the California State Department of Health Services. • Animal bite on human incidents reported by medical personnel will be accepted and documented by an ACO. PAAS will notify Agency of relevant jurisdiction of the incident for evaluation of criminal filing. • PAAS shall provide one “actual” at cost rabies vaccination clinic in accordance with State law. SECTION 7: Animal Licensing • PAAS shall issue and maintain a dog licensing program for Agency including issuing Administrative Citations for licensing violations. • Dog licenses will be processed at PAAS, by mail, and/or online. PAAS shall provide the licensing applications to residents. • PAAS will mail reminder notices prior to the expiration of the dog license. • Cat identification tags will be available at PAAS and a database will be maintained. • Microchip implantation and information will be available at PAAS for a fee and a database will be maintained. SECTION 8: Veterinary Care 9 • Veterinary care for sick or injured stray animals will be provided. • The PAAS Veterinarian shall oversee all animal health, hygiene, and nutritional needs of the animals under the care of PAAS. SECTION 9: Wildlife • ACO will transport and asses sick/injured wildlife. Under the direction of the City Veterinarian, animals may be transported to the South Peninsula Emergency Veterinary Clinic during regular hours. On-call response will be for wild mammals only. • Nuisance wildlife calls will be referred to Santa Clara County Vector Control or to a private pest control company. • ACO will assess and may respond to complaints of wildlife presenting a threat to human safety and take appropriate action. Agency will assist upon request from ACO. • ACO will pick up dead wildlife on public streets/land weighing up to 50 pounds. For animals over 50 pounds, Agency may contact a designated rendering company for removal. Removal of dead wildlife on private property should be referred to the designated rendering company and associated costs will be the responsibility of the resident City of Palo Alto (ID # 10439) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Contract of $716,000 with Artist Peter Wegner for Public Safety Building Public Art Title: Approval of a Contract With Peter Wegner in the Amount of $716,000 for a 3-year Term for Fabrication and Installation of Public Art at the new Public Safety Building From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve the attached agreement in the amount of $716,000 with artist Peter Wegner for the fabrication and installation of three (3) artworks at the new Public Safety Building site located at 250 Sherman Avenue. Background The City of Palo Alto’s Public Art Program manages the Art in Public Spaces Project AC-86017, which is funded annually as part of the budget cycle in accordance with Ordinance Number 5301, Municipal Code 2.26.070 (Public Art for Municipal Projects). This ordinance requires the City to set aside one percent (1%) of the annual capital improvement program budget to provide public art. The ordinance allows funds from multiple CIP projects to be pooled together to fund a single project. The City intends to construct a new Public Safety Building at 250 Sherman Avenue and a new California Avenue Area Parking Garage on 350 Sherman Avenue. Under the California Environmental Quality Act, these are considered a single project, as the garage will mitigate the loss of approximately 310 existing public surface parking spaces on both sites. On December 10, 2018, Council authorized the award of a construction contract for the parking garage at 350 Sherman Avenue. The design includes enhancements to the Birch Street frontage, creating an appealing interface between the garage and pedestrian sidewalk. The proposed design of the Public Safety Building (PSB) is a 3-story structure over an operational basement and received full Council approval with a Record of Land Use Action on November 5, 2018 (Staff Report #9658). The PSB design also includes many new public amenities for the Birch Street frontage across from the new garage. Additional information is available through the project website at https://www.cityofpaloalto.org/publicsafetybldg. City of Palo Alto Page 2 Discussion Art Budget and Artist Selection Process At the time of the call for artists, the budgeted amount for the PSB was $55.5 million, yielding approximately $555,000 (one percent) in additional funds for Public Art. The current estimated budget for the commission of artwork is approximately $796,000. The Public Art for Municipal Projects ordinance allows funds from multiple CIP projects to be pooled together to fund a single project, which is how this project expense came to be greater than 1% of the value of the building. When the call for art was issued for this site, the budget was estimated to be approximately $500,000 to $750,000 for this project. The budget range was large to accommodate a wide variety of potential artworks. Because of the specialized nature of the facility, staff launched an open call via the City’s standard RFP process, for artists for this commission and highlighted several potential sites for art integration. Sixty-three artists submitted their qualifications for consideration. Staff pared the list down to twenty-two potential artists for further consideration. The selection panel made up of key stakeholders and arts professionals included: Colette Chew – Engineer, Public Works Geoffrey Blackshire – Interim Fire Chief, Palo Alto Fire Department Kenneth Dueker – Director, Emergency Services (Office of Emergency Services Chief) Loren Gordon – Public Art Commissioner and Palo Alto Resident Mallory Cusenbery - Principal Architect, RossDrulisCusenbery Architecture Michael Ekwall - La Bodeguita del Medio owner, California Ave Patty Lum – Assistant Police Chief, Palo Alto Police Department Rhyena Halpern – Former Assistant Director, Community Services Department Shelly Willis – Public Art Consultant Yoriko Kishimito – Former Palo Alto Mayor, Artist, Palo Alto Resident The selection panel convened December 18, 2017 and selected four finalists for the project. Those artists traveled to Palo Alto to give public presentations about their work in January 2018. These interviews were open to the public and offered an opportunity for the community to give input to the selection panel prior to making their decision on the project artist. Based on the presentations and interviews, the panel recommended Peter Wegner as the project artist for the PSB. Peter Wegner’s CV and artist statement are attached to the staff report submitted to the Public Art Commission dated February 15, 2018. His works are in prestigious private collections and museums worldwide, including The Museum of Modern Art in New York, the Guggenheim Museum, The Museum of Modern Art in San Francisco, the Los Angeles County Museum of Art, and the J. Paul Getty Museum. The Public Art Commission approved Peter Wegner as the project artist for the PSB on February 15, 2018. The Concept Development Process City of Palo Alto Page 3 Once the design contract was signed, Peter Wegner began a lengthy research process to inform his concepts for the site. The goals for the public art on the site are: • Create artwork(s) inspired by the Palo Alto Police Department, Fire Department and Office of Emergency Services core values; • Create artwork(s) that will enhance the PSB’s civic presence; • Create artwork(s) that will be well-integrated into the architecture, appropriate to the style and scale of the new public safety facility, while supporting the integrity of the PSB and the critical operations that occur inside; and • Create artwork(s) compatible with the unique character and heritage of California Avenue and surrounding area. Wegner travelled to Palo Alto to meet and observe the work of members of the Fire Department, Police Department, and Office of Emergency Services. He also toured the current public safety facilities to gain a better understanding of the situations the staff for these departments handle daily. For example, Wegner accompanied an officer on a police ride-along, rode in a fire truck with PAFD responding to emergency calls, visited the 911 dispatch center, met with the forensics team, and toured the Mobile Emergency Operations Center (MEOC) as part of his research. Wegner had numerous in-person and online meetings with the design team for the building and Public Art staff. Wegner conducted hundreds of hours of research online as well as sending questions through Public Art staff to appropriate departments to understand the intended use and audience in various spaces on the site. Wegner spent a lot of time getting to know the California Avenue community as part of his research. During his visits to Palo Alto he asked about what makes California Avenue, or Cal Ave, different. He walked the avenue on multiple occasions, visiting the shops and talking to people, and trying to get a feel for how people will encounter the PSB site. Public Art staff conducted a California Avenue community meeting in June 2018 in which members of the community were invited to meet the artist and give him information to help him understand the Cal Ave community and what makes that neighborhood special. Some of the key takeaways from that meeting and the accompanying online survey were: • California Avenue is for Palo Altans, University Avenue belongs to the larger region; • Cal Ave reflects the original Mayfield community with a growing tech presence; • Cal Ave is diverse in age, ethnicity, and language. The population during the day is different than at night; • “Keep Cal Ave weird”, Cal Ave is known for interesting locally owned shops and restaurants that know their clientele; and • Many regulars to Cal Ave come on bike or on foot. Rather than creating one artwork, Wegner proposed a suite of artworks together for the site. Two artworks are proposed for the lobby that are closely influenced by his time with the staff of City of Palo Alto Page 4 the departments at the PSB and the work they do, and one artwork on the exterior façade of the PSB that links the work performed inside the building with the community. Feedback on the Art Concepts Public Art staff held a meeting November 28, 2018 with representatives from the Palo Alto Police Department, Palo Alto Fire Department, Office of Emergency Services, Public Works Engineering, the Director of Libraries and Community Services, Nova Partners, and the architects for the PSB project to discuss the concepts. The feedback was extremely positive for the concepts, letting staff and the artist know that the concepts were “on track.” Staff hosted a community meeting at the Palo Alto City Hall on December 6, 2018 to present the concepts to the community and seek feedback. The overall feedback was positive, letting staff and Wegner know that they felt the artworks reflected the purpose and mission of the building as well as the community of California Avenue. A link to an abridged version of the presentation including proposed artwork can be found here. The Public Art Commission unanimously approved the artwork concepts December 20, 2018, and were updated on the project scope on April 18, 2019. Timeline The parking structure must be completed prior to beginning construction on the new PSB. The new California Avenue Parking Garage is currently under construction and will take approximately one year to complete. The new PSB is expected to begin construction immediately following the opening of the garage and is anticipated to be complete in late 2022. Upon Council approval of the attached contract, Peter Wegner will begin detailed design and coordination with the design team for the integration of his three artworks at the PSB. Resource Impact The Art in Public Spaces Capital Improvement Project AC-86017 will fund this project in FY 2020 in accordance with Municipal Code Section 2.26.070. No budget adjustments are necessary to move forward. Maintenance and ongoing costs are being accounted for in the Art in Public Spaces Project AC-86017; further plans for which staff will bring forward during the FY 2021 budget process. Environmental Impact The design team has confirmed that the artwork falls within the parameters of the Environmental Impact Report for the PSB, adopted by City Council on June 11, 2018. Attachment A: Agreement Between the City of Palo Alto and Artist Peter Wegner for Professional Services Attachments: • Attachment A: Contract with Peter Wegner CITY OF PALO ALTO CONTRACT NO: AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ARTIST PETER WEGNER FOR PROFESSIONAL SERVICES This Agreement is entered into on this 24th day of June, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PETER WEGNER, located at 6855 Glen Mawr Ave., El Cerrito, CA 94530 ("ARTIST"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to integrate three original artworks into the site of the City’s future Public Safety Building (PSB) to be constructed at 250 Sherman Ave in Palo Alto, CA (“Art Works”) and desires to engage an ARTIST to provide fabrication and delivery in connection with the Art Works (the “Services”). B. Prior to this Agreement, City has engaged ARTIST in May 2018 to complete research and conceptual design of concepts for the Public Safety Building under contract No: S18170211. C. ARTIST has represented that he has the necessary professional expertise, qualifications, and capability, and all necessary authority to provide the Services. D. ARTIST was selected by a panel of art professionals and stakeholders from a pool of applicants, as the most qualified to design and fabricate the Art Works. The Public Art Commission approved the conceptual proposals by the artist December 21, 2018. E. The planned source of funds for the Services derives from funds made available from the City of Palo Alto’s CIP funds identified through the Municipal Percent for Art Ordinance #5301. F. CITY in reliance on these representations desires to engage ARTIST to provide the Services as more fully described in Exhibit A (“Scope of Services”), attached to and made a part of this Agreement. G. CITY has provided certain specifications for the architectural design of the PSB and adjoining courtyard, within which ARTIST has designed his Art Works to fit. H. The Art Works are considered a permanent installation. “Permanent Installation” means a work of art in a public place intended to remain or remaining for one year or more after its completion by ARTIST, provided, however, CITY may remove the Art Work at in a accordance with CITY’s Deaccession Policy (attached to this Agreement at Exhibit E) or as described in this Agreement. I. CITY, through City’s Public Art Program may accession the completed Art Works DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 into the City’s Collection of Public Art upon acceptance of the Art Works and own all right, title and interest in the Art Works pursuant to the specific terms 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. ARTIST shall perform the Services as described in Exhibit A (“Scope of Services”) 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 execution of this Agreement through December 31, 2023 unless terminated earlier pursuant to Section 23 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. ARTIST shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B (“Schedule of Performance”), attached to and made a part of this Agreement, provided there are no material changes to the specifications for architectural spaces within which ARTIST’S work resides. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by ARTIST in a reasonably prompt and timely manner based upon the circumstances and logistical directions communicated to the ARTIST. 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 exclusive fault of ARTIST. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to ARTIST for performance of the Services described in Exhibit “A”, including both payment for the Services and reimbursable expenses, shall not exceed six-hundred twenty thousand Dollars ($620,000) except in the case of early termination of this Agreement in accordance with Section 23. In the event Additional Services are authorized, the total compensation for the Services and Additional Services shall not exceed seven-hundred sixteen thousand Dollars ($716,000). The applicable rates and schedule of payment are set out in Exhibit “C”, entitled “COMPENSATION”, which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. ARTIST 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”. CITY recognizes that both the ARTIST’S designs and his contracts with suppliers are predicated on specifications provided by the CITY. Therefore, any changes to those specifications which require, at the ARTIST’S sole discretion, corresponding changes to the designs, engineering drawings or stamps, or fabrication of any element of the ARTWORK, shall also constitute Additional Services. ARTIST acknowledges that CITY desires that final Art Works and content for the Art Works be unique. ARTIST agrees that except in connection ARTIST’s exercise of the rights reserved by DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 2 ARTIST under Section 14 to not duplicate the Art Work without the express written consent of CITY. SECTION 5. INVOICES. In order to request payment, ARTIST shall submit invoices to the CITY describing the services to be performed and the applicable charges based upon the ARTIST’s payment schedule (set forth in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in ARTIST’s payment requests shall be subject to verification by CITY. ARTIST shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will promptly process and pay invoices within not more than thirty (30) days of its receipt thereof. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by ARTIST or under ARTIST’s supervision. ARTIST 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. ARTIST represents that it, its employees and subcontractors, if permitted, have and shall maintain during the term of this Agreement all professional licenses, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the Services to be furnished by ARTIST 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. ARTIST shall keep itself informed of and in compliance, as necessary, with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the performance of the Services or those engaged to perform Services under this Agreement. SECTION 8. ERRORS/OMISSIONS. ARTIST shall correct, at no cost to CITY, any and all defects in the work product submitted to CITY, provided CITY gives not less than 30 days’ prior written notice thereof to ARTIST. If ARTIST has prepared plans and specifications or other design documents to construct and install the Art Works, ARTIST shall be obligated to correct any and all technical errors or omissions on such plans. This obligation shall survive termination of the Agreement for a period of one year. SECTION 9. Left blank by agreement of the parties. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement ARTIST, and any person employed by or contracted with ARTIST to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of ARTIST are material considerations for this Agreement. ARTIST shall not assign or transfer any interest in this Agreement nor the performance of any of ARTIST’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 DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 will be void. CITY shall not assign or transfer any interest in this Agreement, and any such assignment or transfer by CITY shall be void at its inception. SECTION 12. SUBCONTRACTING. ARTIST 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, such authorization not to be unreasonably withheld, conditioned or delayed. ARTIST shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation. ARTIST shall be fully responsible to CITY for all acts and omissions of ARTIST’s subcontractors in connection with their performance of the Services. ARTIST shall change or add subcontractors only with the prior approval of the city manager or his designee, such approval not to be unreasonably withheld, conditioned or delayed. SECTION 13. PROJECT MANAGEMENT. ARTIST will serve as the ARTIST’s project manager with supervisory responsibility for the performance, progress, and execution of the Services. If circumstances cause the substitution of key personnel for any reason, the appointment of substitute personnel will be subject to the prior written approval of the CITY’s project manager. ARTIST, 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. The City’s Project Manager is Matt Raschke, Public Works Department, 250 Hamilton, Palo Alto, CA 94301, 650-496-5937. The CITY may designate an alternate project manager from time to time. SECTION 14. PROPERTY RIGHTS IN ART WORK; VARA WAIVER. 14.1. Subject to the rights variously granted to CITY by Artist and reserved by ARTIST as described below, and in consideration of the substantial compensation that CITY will pay to ARTIST for the Art Works, CITY acquires all right, title and interest in the Art Works, and ARTIST retains all copyrights, and all other rights expressly reserved by ARTIST below, in the Art Works that ARTIST will deliver to CITY under this Agreement. 14.2. ARTIST grants to CITY a non-exclusive, royalty-free, irrevocable license to do the following with respect to the Art Works, in whatever media, including, without limitation, digital and electronic media, that now or hereafter are known: (A) use and display the Art Works; (B) make and distribute, and authorize the making and distribution of, two-dimensional images and/or miniature-scale reproductions of the Art Works; (C) use any images and reproductions strictly for the promotion of the CITY including, without limitation, advertising-, branding-, education-, information-, promotion- and other publicity-related materials, but not for any commercial purposes, including but not limited to merchandizing goods for financial gain; and (D) in the event the need arises for the manufacture and installation of replacement parts for the Art Works, but not to change ARTIST’s design and unique expression in the Art Works, then, upon thirty (30) days’ prior written notice to ARTIST, to sublicense in writing (with a copy to be promptly provided to ARTIST) at City’s sole expense the rights granted herein to third parties to fabricate and/or install such replacement parts. Artist retains copyright in the Art Works and the right to publish and/or display images of the Art Works in any and all media as Artist may elect. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 14.3. With respect to the Art Works, ARTIST waives any and all claims, arising at any time against CITY, its elected and appointed officials, officers, employees, agents and representatives, that may be grounded in any federal law, including, without limitation, the Visual Artists Rights Act (17 U.S.C. §106A), California law, including, without limitation, the California Art Preservation Act (Cal. Civil Code §987 et seq.), and local law that may relate to the moral rights of ARTIST or protection of the integrity of the Art Works, except that ARTIST reserves and retains the right pursuant to 17 USC § 106A(a)(1) and (2) to: (1) claim authorship of the Art Works; and (2) the right to prevent the use of Artist’s name as the creator of the Art Works in the event of any distortion, mutilation or modification of the work prejudicial to the artist’s honor or reputation. SECTION 15. ARTIST’S WARRANTIES ARTIST represents and warrants that: 15.1. Prior to transfer of title of the Art Work to the City, ARTIST is the sole and absolute owner of the Art Works, the copyrights pertaining to the Art Works, and all the rights associated or relating to it. 15.2. ARTIST has not previously sold, assigned, licensed, granted, encumbered, or utilized the Art Works or any element thereof, in any manner which may affect or impair the rights granted pursuant to this Agreement including without limited to, inhibiting the CITY’s ability to show the work, reproduce the Art Works as defined in Section 14, or maintain/conserve the work into the future. 15.3. All Art Works created by ARTIST under this Agreement, whether created by ARTIST alone or in collaboration with others, is wholly original and does not infringe upon or violate the copyrights of any third party. 15.4. ARTIST has the full power to enter into and perform this Agreement and to grant the rights contained in this Agreement. 15.5. ARTIST warrants that the Art Work is the result of the artistic efforts of ARTIST and that it shall be delivered full and clear of any liens, claims and encumbrances of any type. 15.6. These representations and warranties shall survive the termination or other extinction of this Agreement unless and until such time as the CITY de-accessions or removes the work from their original location. SECTION 16. MODIFICATION OR RELOCATION 16.1. CITY has the right to remove the Art Works from their original locations at any time upon 30 days’ prior written notice to Artist. In addition, in the event that any element of the Art Works constitutes a public safety hazard, CITY has the right to remove the element posing the public safety hazard. 16.2. Except to the extent permitted by this Agreement, CITY agrees not to intentionally modify the Art Works without first obtaining ARTIST’s written consent. 16.3. CITY shall have the right to donate, sell, or otherwise dispose of one, some, or all of the Art Works at any time. Before exercising this right, CITY, by 30 days’ prior written and email notice to ARTIST at ARTIST’s last known physical and email addresses, agrees to give ARTIST DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 the opportunity to purchase the Art Work(s) for the greater of the Total Not to Exceed Compensation in Section 4 above or the amount of any offer which CITY has received for the purchase of the Art Work(s), plus all costs associated with the removal of the Art Work(s) from the Site, clean-up of the Site and delivery to ARTIST. ARTIST shall have thirty (30) days from the date of CITY’s notice to exercise the option to purchase and take possession of the Art Work(s). 16.4. Without limitation of CITY’s rights under this Section 16, it is CITY’s practice to notify and consult with the ARTIST before intentionally moving, relocating or removing artwork. If, after the initial good faith discussion, ARTIST and CITY do not reach a mutually agreeable decision regarding relocation or modification of the Art Work(s), CITY may take such actions as CITY deems necessary in management of the Art Works, and no further agreement or compensation is due to ARTIST. 16.5. Notwithstanding the foregoing, whether or not CITY notified or consulted with ARTIST, if CITY removes, relocates, or modifies the Art Work(s) without ARTIST’s prior written consent, CITY shall not be liable to ARTIST for damages. Under such circumstances, if ARTIST objects to the modification or new location, then (i) CITY may restore the Art Work(s) or replace the Art Work(s) to its original location, or (ii) if the CITY does not restore the Art Work(s) or to relocate the Art Work(s) to the original location, ARTIST may request that ARTIST’s association with Art Work(s) be severed. In either event, CITY shall have no further obligation or liability to ARTIST. 16.6. If CITY moves the Art Work(s) from its originally installed location without ARTIST’s oversight, ARTIST shall not be held responsible for the structural integrity, condition, repair or safety of the Art Work(s) to the extent that CITY’s action impaired the structural integrity or safety of the Art Work(s), nor shall ARTIST be held responsible for the installation, repair or code compliance of the Art Work(s) in the new location. 16.7. ARTIST’s rights under this Agreement cease with ARTIST’s death and do not extend to ARTIST’s heirs, successors or assigns. SECTION 17. MAINTENANCE 17.1. MAINTENANCE, REPAIRS AND RESTORATION As a condition of and prior to final acceptance of the Art Work, ARTIST shall supply CITY with written maintenance instructions, subject to Section 16 above. During ARTIST’s lifetime, ARTIST shall supply, at no charge, advice as to problems arising in relation to maintenance of the Art Works, such gratis advice not to exceed 40 hours. CITY shall have the right to determine, after consultation with ARTIST, when and if repairs and restorations to the Art Works will be made. It is the policy of CITY to consult with ARTIST regarding repairs and restoration which are undertaken during ARTIST’s lifetime when that is practicable. CITY shall make a reasonable effort to consult with ARTIST and a professional conservator in all matters concerning major repairs and restoration of the work. In the event that CITY makes repairs or restoration not approved by ARTIST, ARTIST shall have the right, at ARTIST’s sole option, to have ARTIST’s association with Art Work(s) severed and shall have no further maintenance or warranty obligations under this Section 17 of this Agreement to City. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 17.2. STANDARDS OF REPAIRS AND RESTORATION All repairs and restorations, whether performed by ARTIST, CITY, or by third parties responsible to ARTIST or CITY, shall be made in accordance with professionally recognized principles of conservation of artworks and in reasonable accordance with the maintenance instructions provided to CITY by ARTIST. 17.3 PHYSICAL WARRANTY OF ART WORKS ARTIST shall provide a one-year warranty on each of the Art Works and advise on maintenance at no cost to CITY as described in this Agreement. For each Art Work, the warranty shall begin on the date of the City’s acceptance of the Art Work, such acceptance not to be unreasonably withheld, conditioned or delayed. SECTION 18. Left blank by agreement of the parties. SECTION 19. AUDITS. ARTIST will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, ARTIST’s records pertaining to matters covered by this Agreement. ARTIST further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 20. INDEMNITY. 20.1. To the fullest extent permitted by law, ARTIST 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”) resulting from, arising out of or in any manner related to the negligent, willful or reckless performance or nonperformance of the Services by ARTIST, its officers, employees, agents or contractors under this Agreement. 20.2. Notwithstanding the above, nothing in this Section 20 shall be construed to require ARTIST to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party or its officers, employees and agents. 20.3. The acceptance of ARTIST’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 20 shall survive the expiration or early termination of this Agreement. SECTION 21. 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 22. INSURANCE. 22.1. ARTIST, 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”. ARTIST 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, and follow all additional requirements listed DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 in Exhibit “D”. 22.2. 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 and which are otherwise acceptable to CITY’s Risk Manager. ARTIST shall provide insurance quote of coverage satisfactory to the Risk Manager to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. 22.3. Certificates evidencing such insurance shall be filed with CITY within 21 days of the execution of this Agreement, and ARTIST shall not perform any Services until such insurance is in force. 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 ARTIST, ARTIST shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the ARTIST’s receipt of such notice. ARTIST shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 22.4. The procuring of such required policy or policies of insurance will not be construed to limit ARTIST's liability, rights or remedies hereunder nor to fulfill the indemnification provisions of this Agreement. Subject to Section 20, ARTIST 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 23. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 23.1. The City Manager may in good faith either suspend the performance of the Agreement, in whole or in part, or terminate this Agreement for breach of this Agreement by ARTIST through no fault of CITY by giving prior written notice thereof to ARTIST and providing ARTIST thirty (30) days, or if commenced within such time and reasonably requires more time to complete then a reasonable time thereafter, to cure such alleged default or breach. Under this section, termination for cause shall be warranted if ARTIST fails to meet any of the benchmarks in Exhibit B through no fault of CITY. 23.2. Upon such suspension or termination by CITY in accordance with Section 23.1, ARTIST will be paid for the Services rendered or materials delivered to CITY commensurate with the scope of services on or before the effective date (i.e., 30 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by ARTIST, CITY will be obligated to compensate ARTIST only for that portion of ARTIST’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 and good faith exercise of his/her discretion. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 23.3. ARTIST may in good faith terminate this Agreement or suspend its performance for breach of this Agreement by CITY by giving prior written notice thereof to CITY and providing CITY thirty (30) days to cure such alleged default or breach of a material provision of this Agreement, including, without limitation failure to timely perform its obligations under Exhibit C and Sections 4 and 5, but only in the event of a substantial failure of performance by CITY. 23.4. Upon such suspension or termination by ARTIST in accordance with Section 23.3, and upon receipt of payment by ARTIST of the balance of the compensation described in Section 4 and Exhibit “C”, ARTIST shall deliver to the City Manager immediately copies of any and all studies, sketches, drawings, computations, and other data, whether or not completed, prepared by ARTIST or its contractors, if any, or given to ARTIST or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY subject to the terms of Section 14 (“Property Rights in Art Work; VARA Waiver”) including ARTIST’S copyrights and other reserved rights. 23.5. No payment, partial payment, acceptance, or partial acceptance by CITY or acceptance of any payment or partial payment by ARTIST will operate as a waiver on the part of CITY or ARTIST of any of its rights under this Agreement. SECTION 24. 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 Public Works Department Public Works Department City of Palo Alto 250 Hamilton Ave Palo Alto, CA 94301 To ARTIST: 6855 Glen Mawr Ave. El Cerrito CA 94530 SECTION 25. CONFLICT OF INTEREST. 25.1. In accepting this Agreement, ARTIST 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. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 25.2. ARTIST further covenants that, in the performance of this Agreement, it will not employ subcontractors, contractors or persons having such conflicting interest. ARTIST 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. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 ARTIST 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. ARTIST 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. ARTIST 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 ARTIST shall comply with the requirements of Exhibit “G” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, ARTIST 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. ARTIST 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 28. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. ARTIST shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be amended from time to time. ARTIST shall comply with waste reduction, reuse, recycling and disposal requirements of the 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, ARTIST shall comply with the following zero waste requirements: All printed materials provided by ARTIST 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 the 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. Goods purchased by ARTIST on behalf of the City shall be purchased in DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 accordance with the 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 Office. Reusable/returnable pallets shall be taken back by the ARTIST, at no additional cost to the City, for reuse or recycling. ARTIST shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 29. NON-APPROPRIATION. 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 30. MISCELLANEOUS PROVISIONS. 30.1. This Agreement will be governed by the laws of the State of California. 30.2. 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. 30.3. The prevailing party in any action brought to interpret or enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees and experts’ 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. 30.4. 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. 30.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, ARTIST’s heirs, successors, executors, administrators, and assignees. 30.6. 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. 30.7. 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. 30.8 If, pursuant to this contract with ARTIST, City shares with ARTIST, or ARTIST with CITY, personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), ARTIST and CITY shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 learning that there has been a breach in the security of the system or in the security of the Personal Information. Neither ARTIST nor CITY shall use Personal Information for direct marketing purposes without the other party’s express written consent. 30.09 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. 30.10 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. This Agreement may also be signed electronically using the City’s Docusign platform. 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: _______________________ Deputy City Attorney PETER WEGNER By:______________________ Name:____________________ Title:_____________________ Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: DEACCESSION POLICY EXHIBIT “F”: ARTIST’S BUDGET EXHIBIT “G”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 Artist Peter Wegner EXHIBIT A SCOPE OF SERVICES Background The purpose of this agreement is to define the scope of work for the fabrication, delivery, and installation of three original artworks designed by artist Peter Wegner to be integrated into the site of the new Public Safety Building located at 250 Sherman Ave in Palo Alto, CA. The Public Safety Building (PSB) is currently planned to be a three-story building with approximately 46,000 sq. ft. of total floor area and house the Palo Alto Police Department, 911 Emergency Dispatch Center, the Office of Emergency Services, and the administration needs of the Fire Department. The new PSB will be a secure, essential services facility designed to support and protect the critical operations that occur inside. Construction of the Public Safety Building is expected to begin in FY 2020 and be completed in FY 2021. Under the scope of work for the Professional Services Agreement # S18170211, Peter Wegner created conceptual designs for the original artwork approved by the Public Art Commission December 20, 2018. The approved conceptual designs are described in some detail below. It is mutually understood by the City and Artist that minor refinements to the conceptual design and engineering may take place. Should the initial conceptual design as approved by the Public Art Commission shift significantly, City staff will report back to the Public Art Commission on those changes. Summary of Art Works Peter Wegner (“Artist”) will further develop the conceptual proposals approved by the Public Art Commission on December 20, 2018 for three artworks described below and fabricate, deliver, and coordinate installation of the finished Art Works with the City as detailed below. The scale of the artworks and materials may shift by agreement of both parties based on budgetary constraints or changes to the facility design. The thumbnail images below are for reference only. To view more details of the approved Art Works, please see the presentation to the Public Art Commission December 21, 2018. 100,000 Decisions – Artwork made of thin black and white .015” ABS plastic panels set on end within a red metal frame as shown in the conceptual drawing. The artwork will measure approximately 126” x 126”. The artwork will be inset into the wall so the surface is flush with the rest of the wall. The elements that together make up 100,000 Decisions will be fabricated off site, then assembled onsite by the installers. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 Chance Impression- Art Work made of red map tacks that create a large abstract fingerprint measuring approximately 133” x 81” that is set within a frame with a glass front that may be inset into the wall. The artist will source the necessary materials to create the artwork and frame. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 Street Level- A series of approximately 400 aluminum disks affixed to the exterior wall of the PSB facing Birch adjacent to Jacaranda Lane. Each anodized and engraved aluminum disk will have imagery of abstracted maps of historic Mayfield and Palo Alto and vary in scale from approximately 3.5” to 7.5” and will measure up to 1” in depth. ARTIST will supply fabrication drawings and installation details in coordination with the design team. Artist will fabricate the various elements of the artwork and attachment hardware off site. Artist Requirements for Each Art Work: 1. Fabrication: Artist agrees to fabricate or subcontract fabrication for 100,000 Decisions, Chance Impression, and Street Level as described above. This includes provision of all materials and parts necessary for fabrication. Artist will provide all necessary anchoring hardware and finishes necessary for the installation of the Art Works as approved by the City. 2. Delivery of Artworks or art materials will be coordinated with the City on mutually agreeable delivery dates to the construction site. Artist will supply any necessary delivery details to the City in advance regarding delivery vehicles, crates, and staging necessary for the installation. For all Art Works, Artist shall be responsible for all direct shipping costs, including packing materials, insurance, and use of any shipping vendors. CITY agrees that additional costs imposed on ARTIST by CITY’S delay will be reasonably compensated to ARTIST in accordance with provisions of Exhibit C. 3. Installation will be handled separately for each of the three Art Works. Installation dates will be determined by mutual agreement between the City and the Artist. The Artist or Artist’s representative shall be present to oversee each installation. In each case, the Artist shall provide to the City in advance information regarding equipment involved for installation, numbers of contractors involved to complete the installation, electrical or equipment needs, and any additional information required by the City. Artist shall be responsible for contracting with installation contractors. All installation contractors must be pre-approved by City and must comply with all requirements for subcontractors in this Agreement, including but not limited to, insurance and Prevailing Wage requirements. Other Responsibilities of Artist: - Work with City staff and design team to make minor refinements to the final concept design and engineering for the artwork as needed. - Provide construction and engineering documentation, including stamped S.E. drawings and material safety data information from fabricator to the City Project Manager. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 - Oversee all aspects of fabrication and final inspection prior to transportation onsite, with detailed documentation and possible visits from the City Project Manager to inspect the works. - Work with the City Project Manager and contractors to coordinate the installation of any art- related infrastructure to be installed on site prior to the installation of artwork. - Be responsible for transportation of the artwork to site by contractor(s) approved by the City pursuant to Section 12 (“Subcontracting”) of this Agreement. - Provide digital file and As-Built drawings as well as warranty information, maintenance and care instructions for staff. Responsibilities of the City: - Facilitate meetings with the design team, contractors, stakeholder groups, project manager, relevant staff and the Public Art Commission. - Coordinate communication and supply architectural drawings and building/project information as needed for fabrication and installation. - Produce and install identification plaques for the artworks. - Preserve and maintain architectural specifications, including dimensions, visual access and materials, that Artist has relied upon in designing the Artworks. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 EXHIBIT B SCHEDULE OF PERFORMANCE Artist shall perform the Services so as to complete each milestone within the time specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for Artist and City so long as all work is completed within the term of the Agreement. Artist shall provide a detailed schedule of work consistent with the schedule below within two weeks of the receipt of the notice to proceed. In this same time period, City shall provide construction timeline and provide timely updates in the event the timeline is delayed. Timeline June 2019 (anticipated): Contract Approval by City Council and Signed by Artist and City June 2019 – June 2022: Fabricate Art Works Summer 2022: Installation on site. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 EXHIBIT C COMPENSATION The CITY agrees to compensate the ARTIST for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. 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. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Services under this Agreement $620,000 (See Artist’s Budget at Exhibit F) Additional Services $96,000 Maximum Total Compensation $716,000 Compensation Schedule: 30% upon signing the contract 50% upon notice to proceed with fabrication 10% upon substantial completion of the Art Works, as evidenced by City inspection and storage facility receipts 10% upon completion of delivery, installation and submission of documentation of Art Works by City’s Project Manager. Additional Services: Artist shall provide additional services only by advanced, written authorization from the City. Artist, at City’s Project Manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, and Artist’s proposed compensation. The additional services scope, schedule, and compensation shall be negotiated and agreed to in writing the City Project Manager and Artist prior to commencement of the Additional Services. Due to the possibility that the Public Safety Building will not be ready for art installation as expected by the Summer of 2022, additional storage may be required. Should this occur, funds for Additional Services will be made available for this purpose in accordance with the terms of this paragraph. Payment for additional services is subject to all requirement and restrictions in this Agreement. Reimbursable Expenses: NONE. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 16 EXHIBIT D INSURANCE REQUIREMENTS ARTISTS 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. (PROPERTY DAMAGE MUST INCLUDE THE FULL COST OF REPLACEMENT OF ALL ART WORKS) 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR ARTIST’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. ARTIST 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 DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 17 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. ARTISTS 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 DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 18 EXHIBIT E DEACCESSION POLICY (see next page) DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 19 EXHIBIT F ARTIST’S BUDGET (see next page) DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 20 EXHIBIT “G” DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply to ARTIST and its subcontractors that perform “public works” as defined by Labor Code section 1720 et seq. CITY provides notice to Artist 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” CITY gives notice to Artist and its listed subcontractors that Artist is required to post all job site notices prescribed by law or regulation and Artist is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires Artist and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: 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, Artist and its listed subcontractors, in connection with the Project. 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 Artist and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, Artist 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 Artist and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then Artist 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 Artist. Inform the project manager of the location of Artist’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 DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 21 records. DocuSign Envelope ID: 0D165FCD-DB77-4F99-B0EF-59D35B245312 City of Palo Alto (ID # 10446) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Fiscal Sustainability Summary Title: Adoption of a Resolution Proposing the Appropriations Limit for Fiscal Year 2020 Title: PUBLIC HEARING: Adoption of a Resolution Setting the Appropriations Limit (Gann Limit) for Fiscal Year 2020 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 2020 (Attachment A). The City's Fiscal Year 2020 appropriations are estimated to be $46.63 million under the limit based on the Fiscal Year 2020 Budget; as recommended to the City Council for review and adoption on June 17, 2019. 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 2020, the City is using the 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. This updated information is received from the California Department of Finance in City of Palo Alto Page 2 May, after the City's proposed budget 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 2020 is $172.76 million for funds subject to the appropriation limits. The City's Fiscal Year 2020 budgeted appropriations are estimated to be $46.63 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 2020 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 2020 • Attachment A, Exhibit 1 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 2020 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 2020, which was adopted by ordinance of the Council on June 17, 2019; 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 3.85% percent change in California per capita income and a 0.33% 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 $126.13 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 2020, 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 $46.63 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2020, a copy of which is attached hereto as Exhibit 1. ATTACHMENT A 2 SECTION 3. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ___________________________ _______________________________ City Clerk Mayor APPROVED AS TO FORM: _______________________________ City Manager ___________________________ Senior Assistant City Attorney _______________________________ Administrative Services Director Attachment A, Exhibit 1 FY 2020 Adopted Budget 230.81$ 93.09$ 16.73$ 4.97$ 345.60$ Less: Interfund Transfers (33.99)$ -$ (9.55)$ -$ (43.54)$ Allocated Charges (20.89)$ -$ -$ -$ (20.89)$ Non-Proceeds (51.11)$ (89.35)$ (9.61)$ (4.97)$ (155.04)$ Net Appropriations Subject to Limit 124.83$ 3.74$ (2.44)$ -$ 126.13$ FY 2020 Per Capita Income Change (CA Department of Finance)3.85% Factor A 1.0385 FY 2020 Population Change (Santa Clara County)0.33% Factor B 1.0033 165.81$ 1.0419 FY 2020 Adopted Appropriations Limit 172.76$ Net Appropriations Subject to Limit 126.13$ Amount Under the Limit 46.63$ 1.0367 1.0040 1.0408 164.84$ 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$ 1.0062 1.0220 1.0283 116.38$ 72.00$ 44.38$ 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. 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 Factor A x Factor B The City of Palo Alto remains well within its appropriations limit in FY 2020. 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 APPROPRIATIONS LIMITATION COMPLIANCE CALCULATION FOR FISCAL YEAR 2020 ADOPTED BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Projects Funds Special Revenue Funds Debt Service Fund Combined Funds FY 2019 Adopted Appropriations Limit 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 2020 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 2020, which was adopted by ordinance of the Council on June 17, 2019; 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 3.85% percent change in California per capita income and a 0.33% 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 $127.51 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 2020, 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 $45.25 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2020, a copy of which is attached hereto as Exhibit 1. NOT YET APPROVED ATTACHMENT A 2 SECTION 3. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ___________________________ _______________________________ City Clerk Mayor APPROVED AS TO FORM: _______________________________ City Manager ___________________________ Senior Assistant City Attorney _______________________________ Administrative Services Director Attachment A, Exhibit 1 FY 2020 Adopted Budget 232.10$ 93.09$ 16.82$ 4.97$ 346.98$ Less: Interfund Transfers (33.99)$ -$ (9.55)$ -$ (43.54)$ Allocated Charges (20.89)$ -$ -$ -$ (20.89)$ Non-Proceeds (51.11)$ (89.35)$ (9.61)$ (4.97)$ (155.04)$ Net Appropriations Subject to Limit 126.12$ 3.74$ (2.35)$ -$ 127.51$ FY 2020 Per Capita Income Change (CA Department of Finance)3.85% Factor A 1.0385 FY 2020 Population Change (Santa Clara County)0.33% Factor B 1.0033 165.81$ 1.0419 FY 2020 Adopted Appropriations Limit 172.76$ Net Appropriations Subject to Limit 127.51$ Amount Under the Limit 45.25$ 1.0367 1.0040 1.0408 164.84$ 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$ 1.0062 1.0220 1.0283 116.38$ 72.00$ 44.38$ APPROPRIATIONS LIMITATION COMPLIANCE CALCULATION FOR FISCAL YEAR 2020 ADOPTED BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Projects Funds Special Revenue Funds Debt Service Fund Combined Funds FY 2019 Adopted Appropriations Limit Factor A x Factor B The City of Palo Alto remains well within its appropriations limit in FY 2020. 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. 2019 2018 2017 2016 2015 2014 2013 2012 2011 2010 City of Palo Alto (ID # 10461) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Contract with Saviano Co. for $518,945 for Pickleball and Tennis Court Improvements Title: Approval of Contract Number C20175327 With Saviano Company, Inc. in the Amount of $471,768 Plus a 10 Percent Contingency for Unforeseen Expenses for Pickleball Court Additions and Tennis Court Improvements at Mitchell Park (Capital Improvement Project PG-06001) From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or designee to execute contract C20175327 with Saviano Company, Inc. (Attachment A) for installation of two new pickleball courts, conversion of one tennis court to pickleball, and resurfacing tennis courts at Mitchell Park in the amount of $471,768, and approve a 10% contingency amount of $47,177 for unforeseen expenses for a maximum-not-to-exceed amount of $518,945. 2. Authorize the City Manager or designee to negotiate and execute one or more change orders to the contract with Saviano Company, Inc. for related additional but unforeseen work which may develop during the project, for an amount not to exceed $47,177. Background The City of Palo Alto (City) has seen an increase in the number of pickleball players and requests for pickleball space. The Palo Alto Pickleball Club (formally Silicon Valley Pickleball Club) has been very active in Palo Alto. The club began using Mitchell Park tennis courts 5, 6, 7 on a first-come first-use basis, which was not supported by the City’s court policy. Designating space for pickleball will address the increasing amount of pickleball play at City tennis courts. On October 15, 2018, City Council approved a revision the Palo Alto Field and Tennis Court Use Policy to include the addition of pickleball on a first-come first-use basis and dedicated court use hours (Staff Report ID # 9654). On June 3, 2019, City Council City of Palo Alto Page 2 approved a Park Improvement Ordinance to construct two new pickleball courts, convert an existing tennis court into four dedicated pickleball courts, resurface and stripe two existing tennis courts for tennis and pickleball shared use at Mitchell Park (Staff Report ID #10311). Generally, tennis courts are resurfaced after five years depending on condition. Courts 1 through 4 at Mitchell Park were last resurfaced three years ago. Courts 5, 6, and 7 were not resurfaced at that time due to public outreach and policy development of shared use for pickleball and tennis. Tennis court renovations in parks are the responsibility of the Community Services Department. Capital Improvement Project (CIP) PG-06001 (Tennis and Basketball Court Resurfacing) provides annual funding for reconstruction of City maintained tennis and basketball courts. Discussion On April 24, 2019, an Invitation for Bids (IFB) was posted to the City of Palo Alto’s bid website (PlanetBids) with 34 days to respond to the IFB. The primary scope of the bid invitation was for construction of two new pickleball courts, resurfacing of three existing tennis courts, and striping the courts for either pickleball or tennis use. Twenty-four potential vendors viewed the IFB solicitation. A non-mandatory pre-bid meeting was held on May 14, 2019. Upon closure of the solicitation period on May 28, 2019, three bids were received from Saviano Company, Inc., Terramark General Engineering Contractors, Inc., and Dryco Construction, Inc. (Attachment B). The award is being made to the lowest bidder (Saviano Company, Inc.) in the amount of $471,768 plus $47,177 for a 10% contingency for a maximum-not-to-exceed amount of $518,945. The work to be performed under the contract with Saviano Company, Inc. includes constructing the following at Mitchell Park tennis courts 5, 6, and 7: • Convert and construct a grass lawn area adjacent to tennis court 5 into two new pickleball courts. • Convert and repave tennis court 5 into 4 designated pickleball courts. • Repave and reline courts 6 and 7 to remain as multi-use courts with times designated for pickleball and tennis. Courts 6 and 7 will have priority times designated for pickleball and tennis. Pickleball would be given priority 8:00am-2:30pm seven days a week. Tennis would be given priority 3:00 pm-10:00pm seven days a week. If courts are not in use, anyone may use the courts but must vacate the space if the priority sport arrives and needs the space. City of Palo Alto Page 3 Timeline Construction of the pickleball courts and renovationg and resurfacing of the Mitchell Park tennis courts is scheduled to occur between July 2019 and November 2019. Resource Impact The project is fully funded through the CIP plan of Fiscal Year 2020 (pending City Council adoption) in project PG-06001 (Tennis and Basketball Court Resurfacing). Environmental Impact The scope of work in this Agreement is exempt from CEQA as repair and maintenance of an existing facility pursuant to Section 15301. Policy Implications The project is consistent with the recommendations in the Parks, Trails, Natural Open Space and Recreation Master Plan (Program 1.A.5). The project is consistent with the 2030 Comprehensive Plan: Goal C-3: Recognize the intrinsic value and everyday importance of our parks and community centers, libraries, civic buildings and cultural assets by investing in their maintenance and improvement. City of Palo Alto Page 4 Policy C-3.2: Reinvest in aging facilities to improve their usefulness and appearance. Avoid deferred maintenance of City infrastructure. Attachments: • Attachment A: PickleBall and Tennis Courts at Mitchell Park - Saviano Company Inc • Attachment B: IFB 175327 Mitchell Park Pickleball & Tennis Court Renovations Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C20175327 City of Palo Alto Mitchell Park Tennis Court Renovations and Pickleball Courts Addition Project Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 24, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Saviano Company, 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 Company duly organized and in good standing in the State of California, Contractor’s License Number 557093 and Department of Industrial Relations Registration Number 1000007915. 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 24, 2019, City issued an Invitation for Bids (IFB) to contractors for the Mitchell Park Tennis Court Renovations and Pickleball Courts Addition (“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 Mitchell Park Tennis Court Renovations and Pickleball Courts Addition Project, located at 600 East Meadow Drive, 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 section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than November 30, 2019. within calendar days () 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 Five Hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Four Hundred Seventy One Thousand Seven hundred and sixty eight Dollars ($471,768). [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 Community Services Department 3201 East Bayshore Road Palo Alto, CA 94303 Attn: Lam Do 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: Saviano Company, Inc. 1784 Smith Avenue San Jose, CA 95112 Attn: John Saviano 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director Saviano Company, Inc. Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ Bid Summary Project: Mitchell Park Tennis Court Renovations and Pickleball Courts Addition Project Date: 5/28/19 1 1 Lump Sum Mobilization n/a $44,000.00 $12,000.00 $12,000.00 n/a $40,000.00 2 1 Lump Sum Clearing and Grubbing n/a $35,200.00 $4,596.89 $4,596.89 n/a $20,000.00 3 6,675 SF Rough & Finishing Grade $1.32 $8,800.00 $6.20 $41,385.00 n/a $33,375.00 4 752 SF Remove existing concrete $5.12 $3,850.00 $3.80 $2,857.60 n/a $7,520.00 $36.67 $33.15 $1,989.60 n/a 6 105 LF Fence removal $20.95 $2,200.00 $42.00 $4,410.00 n/a $2,625.00 7 1 EA Remove existing gates n/a $1,650.00 $2,060.00 $2,060.00 n/a $2,000.00 8 1 Lump Sum Remove existing site amenities (nets, posts, footings) n/a $6,600.00 $5,740.00 $5,740.00 n/a $5,000.00 9 4 EA Remove existing trees n/a $6,600.00 $663.00 $2,652.00 n/a $8,000.00 10 1 EA Remove existing storm drain inlet n/a $3,300.00 $1,362.00 $1,326.00 n/a $2,500.00 11 885 LF Remove existing headerboard $2.49 $2,200.00 $4.17 $3,690.45 n/a $4,425.00 12 20,452 SF Surface preparation- grind 1" asphalt concrete $0.91 $18,700.00 $0.71 $14,520.92 n/a $30,678.00 13 1 Lump Sum Tree protection n/a $5,500.00 $2,500.00 $2,500.00 n/a $5,000.00 14 1 Lump Sum Erosion control n/a $18,700.00 $2,650.00 $2,650.00 n/a $5,000.00 15 20,452 SF Install GLASPAVE50 and tack coat $1.26 $25,850.00 $1.65 $33,745.80 n/a $10,226.00 16 2,045 SF Install GLASGRID 100 over large cracks $6.99 $14,300.00 $5.00 $10,225.00 n/a $5,112.50 17 60 LF Install 6" concrete curb $91.67 $5,500.00 $131.50 $7,890.00 n/a $4,500.00 18 995 SF Install new concrete sidewalks $18.79 $18,700.00 $30.00 $29,850.00 n/a $19,900.00 Terramark General Engineering Contractors, Inc. UNIT PRICE Dryco Construction, Inc. TOTAL $4,500.00 Terramark General Engineering Contractors, Inc. Total Dryco Construction Inc. TOTAL DESCRIPTION, WITH UNIT PRICE IN WORDS $2,200.00560LFFence modification- Adjust 10' height to 4' height BID ITEM APPROX. QTY.UNIT Saviano Company, Inc. UNIT PRICE Saviano Company, Inc. TOTAL Bid Summary Project: Mitchell Park Tennis Court Renovations and Pickleball Courts Addition Project Date: 5/28/19 Terramark General Engineering Contractors, Inc. UNIT PRICE Dryco Construction, Inc. TOTAL Terramark General Engineering Contractors, Inc. Total Dryco Construction Inc. TOTAL DESCRIPTION, WITH UNIT PRICE IN WORDS BID ITEM APPROX. QTY.UNIT Saviano Company, Inc. UNIT PRICE Saviano Company, Inc. TOTAL 19 4,398 SF Install new asphalt concrete (3" ac over 6"AB)$7.00 $30,800.00 $7.45 $32,765.10 n/a $52,776.00 20 20,452 SF Install 2" asphalt concrete overlay (3/8"aggregate)$2.69 $55,000.00 $2.72 $55,556.00 n/a $74,649.80 21 592 SF Install decomposed granite $10.22 $6,050.00 $12.25 $7,252.00 n/a $11,840.00 22 8 EA Install new netting, posts, footings $1,650.00 $13,200.00 $4,284.00 $34,272.00 n/a $24,000.00 23 885 LF Install new headerboard $13.20 $11,682.00 $18.40 $16,284.00 n/a $8,850.00 24 2 EA Install athletic court surfacing- tennis $11,000.00 $22,000.00 $8,032.00 $16,064.00 n/a $24,000.00 25 6 EA Install athletic court surfacing- pickleball $3,300.00 $19,800.00 $4,500.00 $27,000.00 n/a $30,000.00 26 2 EA Install tennis court striping $1,100.00 $2,200.00 $1,605.00 $3,210.00 n/a $4,000.00 27 6 EA Install pickleball court striping $440.00 $2,640.00 $535.00 $3,213.00 n/a $9,000.00 28 150 LF Install new 4' fence $51.33 $7,700.00 $26.78 $4,017.00 n/a $9,000.00 29 183 LF Install new 10' fence and windscreen $88.00 $16,104.00 $48.20 $8,820.00 n/a $14,640.00 30 1 EA Install new 10' fence maintenance gate and windscreen n/a $2,750.00 $3,000.00 $3,000.00 n/a $2,750.00 31 1 EA Install new 4' fence gate n/a $1,100.00 $1,350.00 $1,350.00 n/a $2,750.00 32 1 Lump Sum Remove and replace existing pathways for conforms n/a $2,750.00 $2,500.00 $2,500.00 n/a $5,000.00 33 1 Lump Sum Adjust fence railings at conform n/a $2,750.00 $1,500.00 $1,500.00 n/a $5,000.00 34 3 LF Extend existing storm drain line $770.00 $2,310.00 $1,000.00 $3,000.00 n/a $4,500.00 35 1 EA Install new storm drain inlet n/a $1,650.00 $2,335.00 $2,335.00 n/a $3,500.00 36 146 LF Install new storm drain trench drain $67.81 $9,900.00 $135.64 $19,803.44 n/a $40,150.00 Bid Summary Project: Mitchell Park Tennis Court Renovations and Pickleball Courts Addition Project Date: 5/28/19 Terramark General Engineering Contractors, Inc. UNIT PRICE Dryco Construction, Inc. TOTAL Terramark General Engineering Contractors, Inc. Total Dryco Construction Inc. TOTAL DESCRIPTION, WITH UNIT PRICE IN WORDS BID ITEM APPROX. QTY.UNIT Saviano Company, Inc. UNIT PRICE Saviano Company, Inc. TOTAL 37 27 LF Install new 6" storm drain piping $66.00 $1,782.00 $198.40 $5,356.80 n/a $4,050.00 38 50 LF Install 1" water line $22.00 $1,100.00 $220.00 $11,000.00 n/a $5,000.00 39 1 EA Adjust grade existing storm drain inlet n/a $550.00 $3,500.00 $3,500.00 n/a $3,000.00 40 1 EA Install new drinking fountain n/a $13,200.00 $29,200.00 $29,200.00 n/a $20,000.00 41 8 EA Install new box tree $1,100.00 $8,800.00 $776.50 $6,212.00 n/a $12,000.00 42 764 SF Install new irrigation system $10.08 $7,700.00 $13.95 $10,657.00 n/a $9,168.00 43 764 SF Install ground cover $5.76 $4,400.00 $2.15 $1,642.60 n/a $9,168.00 TOTAL: $ 471,768.00 TOTAL:$493,599.20 TOTAL $ 599,153.30 City of Palo Alto (ID # 10462) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Traffic Signal Reimbursement Agreement for 2747-85 Park Blvd Title: Approval of a Cost Sharing Agreement With 2747-85 Park Boulevard LLC in the Amount of $610,026 to Provide Reimbursement for Traffic Signal Design and Construction Costs From: City Manager Lead Department: Transportation Recommendation Staff recommends that Council approve and authorize the City Manager, or his designee, to execute a cost sharing agreement (Attachment A) with 2747-85 Park Boulevard LLC in an amount not to exceed $610,025.96 to provide reimbursement to the developer for design and construction costs incurred for a traffic signal at the intersection of Park Boulevard and Page Mill Road. Executive Summary Design and construction of a new traffic signal was required at the intersection of Park Boulevard and Page Mill Road as part of a private development project at 2747 Park Boulevard. The results of the project’s traffic impact analysis and accompanying environmental analysis indicated a new traffic signal was warranted at the formerly side-street stop-controlled intersection, and the applicant was responsible for fair-share funding contribution of 16.6 percent toward this improvement. The applicant was not responsible for the entire cost of the signal since new project trips alone would not meet the traffic signal warrant. Approval of the funding agreement requested by this item will allow the City to reimburse the developer for the City’s share of the signal cost. Background 2747 Park Boulevard is a new 33,323 square foot, three-story research and development (R&D) office building which was entitled on May 6, 2016 under 14PLN- 00388 as part of a Major Architectural Review Board development review process. The primary building permit was subsequently issued on April 12, 2017 with final occupancy City of Palo Alto Page 2 granted on August 23, 2018. Design and construction of public improvements were required as part of the project, including street trees, sidewalks, street lighting, and a new traffic signal at the intersection of Page Mill Road and Park Boulevard. As part of the development review process, a traffic study and environmental analysis was conducted to assess transportation impacts from the proposed project. The study and environmental analysis can be found online. The analysis showed: to maintain an acceptable level of service (LOS) for motor vehicles under the City’s standards, a new traffic signal was required at the intersection of Park Boulevard and Page Mill Road; and the applicant was responsible for 16.6 percent of the total cost of the new traffic signal since project-traffic alone would not meet the traffic signal warrant. The 16.6 percent fair-share traffic signal funding requirement was identified as a mitigation measure under CEQA review and incorporated into the conditions of approval for the project. The conditions of approval stated that the applicant would construct the new signal and the City would work with the applicant to cover the balance of costs above the applicant’s fair share. In compliance with the conditions of approval, the developer submitted traffic signal engineering designs which City Transportation staff reviewed for consistency with City Standards, as part of Street Work Permit 17STR-00096. After a series of revisions, the plans were approved for construction on September 18, 2017. During construction, Public Works, Transportation, and Electic Utilities Operations staff inspected all stages of the signal construction to ensure compliance with City standards. Permits for the traffic signal construction were closed in January 2018 with all stages of work accepted by the City. The traffic signal and all public improvements under the permit were found complete and accepted by the City on September 4, 2018, and the signal is currently operating as intended. Staff received the cost reconciliation letter and invoice from the applicant on October 2, 2018 and have been working with the applicant to assemble the necessary documentation for the cost sharing agreement and this report. Discussion The traffic signal is fully operational and delivering the desired traffic operations enhancements. With workmanship meeting all City standards and the total cost on the lower end of similar projects, staff are requesting approval and authorization to pay the City’s fair share of the traffic signal construction cost in the amount of $610,025.96 to 2747-85 Park Boulevard, LLC. This amount represents 83.4% of the total cost. The applicant’s reimbursement letter and summary invoice are attached (Attachment B). All contractors who performed work identified in the reimbursement request provided documentation verifying compliance with state and City prevailing wage standards. The total cost of construction shown in the cost reconciliation letter and documentation is on the lower end of comparable projects undertaken by the City. Recent traffic signal projects regionally range in cost from $500,000 to $1.2 million. City of Palo Alto Page 3 Cost sharing arrangements between a development applicant and the City for public improvements occur where the project triggers a need but its impacts do not justify the project bearing the entire burden of the improvement cost. A nexus study, such as a traffic study, can identify circumstances under which applicants are found only partially responsible for necessary improvements. The traffic study for the 2747 Park Boulevard project served this function, in part, identifying that the project’s fair share was 16.6 percent of the traffic signal’s total cost based on the project vehicle trips anticipated to be generated. Rather than requiring an in-lieu payment toward a future traffic signal project, the development permit conditions required the applicant to construct the improvements as part of the develoment project with the City to arrange for reimbursement of expenses above 16.6 percent (the applicant’s fair share) of the total cost. Conditions of approval numbers 18 and 19 from the planning entitlement, attached to the funding agreement as an exhibit, identified the timing, cost-sharing ratio, and procedure for implemeting the required traffic signal. Timeline Staff will process the reimbursement once the funding agreement is approved by Council and fully executed. Resource Impact Funding is available in PL-05030, Traffic Signal and Intelligent Transportation System Upgrades, to pay the City’s fair-share cost for completion of the traffic signal. Policy Implications The requirement to provide a traffic signal as part of this development is consistent with the following Comp Plan policies: Policy T-2.3 Use motor vehicle LOS at signalized intersections to evaluate the potential impact of proposed projects, including contributions to cumulative congestion. Use signal warrants and other metrics to evaluate impacts at unsignalized intersections. Policy T-1.25 Pursue transportation funding opportunities for ongoing transportation improvements that will help mitigate the impacts of future development and protect residents’ quality of life. When other sources are unavailable, continue to fund improvements, operations and maintenance through the general fund. Environmental Review Provision of the traffic signal was a mitigation measure identified by the environmental review of the project at 2747-85 Park Boulevard. Approval of this funding agreement does not require review under the California Environmental Quality Act. City of Palo Alto Page 4 Attachments Attachments: • Attachment A: Reimbursement Agreement - Traffic Signal at 2747 Park Blvd • Attachment B: 2747 Traffic Signal Cost Reconciliation Letter and Invoice 1 2019060701 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 2747-85 PARK BOULEVARD LLC This Agreement is entered into on June 24, 2019 (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and 2747-85 PARK BOULEVARD LLC, a California limited liability company ("Developer"). RECITALS The following recitals are a substantive portion of this Agreement. A. On April 21, 2016, City’s Director of Planning and Community Environment approved a project at 2747 Park Boulevard in Palo Alto (Project No. 14PLN-00388), which approval by letter of the same date included Conditions of Approval. The approval letter is attached as Exhibit A to this Agreement and the Conditions of Approval are Attachment B to the letter. B. As part of the Conditions of Approval, City required Developer to design and install a traffic signal at the intersection of Park Boulevard and Page Mill Road as detailed in the Conditions of Approval #18 and #29 (“Traffic Signal Project”). Condition #29 further stated that the City would work with Developer to cover the balance of the costs above Developer’s fair share amount. Developer’s fair share amount was estimated to be 16.6% of the total cost of design and construction. (Condition #18.) C. On March 6, 2017, City and Developer (collectively the “Parties”) executed the “Agreement Between Subdivider and City of Palo Alto Under Provisions of Title 21 of the Palo Alto Municipal Code” related to 2747 Park Boulevard, Palo Alto, California at A.P.N. 132-31- 071 and 132-31-042 (“Subdivision Agreement”). The Subdivision Agreement was recorded with the Santa Clara County Clerk-Recorder, No. 23616675. The Subdivision Agreement is attached as Exhibit B to this Agreement. D. The Subdivision Agreement contains other terms governing the public improvements related to the development of 2747 Park Boulevard, including those related to the Traffic Signal Project. E. Developer subsequently designed and installed a traffic signal at the intersection. F. The City now intends to reimburse Developer for the Traffic Signal Project covering 83.4% of the costs as described in the Conditions of Approval. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. REIMBURSEMENT. 1.1 City shall reimburse Developer in the amount of Six Hundred Ten Thousand Twenty- DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E 2 2019060701 Five Dollars and Ninety-Six Cents ($610,025.96) for City’s share of costs related to the Traffic Signal Project. 1.2 City shall effectuate this reimbursement by issuing a check for the full amount listed in Section 1.1 to “2747-85 Park Boulevard LLC” and mailing it, postage prepaid, to Developer within thirty (30) days of the full execution of this Agreement to this address: 2747-85 Park Boulevard LLC c/o Jay Paul Company Four Embarcadero Center, Suite 3620 San Francisco, CA 94111 1.3 Developer’s receipt of City’s payment in the amount listed in Section 1.1 shall be deemed complete satisfaction of City’s obligation to reimburse Developer for all aspects of the Traffic Signal Project, including those obligations to reimburse Developer under the Conditions of Approval #18 and #29. SECTION 2. REPRESENTATIONS. 2.1. Developer represents and affirms that there are no outstanding debts, liens, or claims related to the Traffic Signal Project, and that all contractors, subcontractors, vendors, consultants, and agents used have been paid in full. 2.2. Developer represents and affirms that Developer and its contractors and subcontractors on the Traffic Signal Project complied with all applicable provisions of Sections 1720 et seq. of the California Labor Code including, but not limited to, prevailing wage, wage and hour, workers compensation, and other labor requirements. Developer shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with any provision or provisions of the California Labor Code or any other law with respect to the Traffic Signal Project. SECTION 3. MISCELLANEOUS PROVISIONS. 3.1. This Agreement will be governed by the laws of the State of California. 3.2. 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. 3.3. 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. 3.4. This Agreement shall not be interpreted to alter or amend the Conditions of Approval or the Subdivision Agreement. DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E 3 2019060701 3.5. 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. 3.6. 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. 3.7. 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. 3.8. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. This Agreement may also be signed using the City’s Docusign electronic signature platform. 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 DEVELOPER Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: EXHIBIT “A”: City’s April 21, 2016 Approval Letter for 14PLN-00388 (with Attachments A and B) EXHIBIT “B”: Agreement Between Subdivider and City of Palo Alto Under Provisions of Title 21 of the Palo Alto Municipal Code (County Recorder No. 23616675). DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E Vice President Phil Verinsky Vice President Ray Paul Sandra Lee Ed Shikada Exhibit ADocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E Exhibit BDocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E DocuSign Envelope ID: 71C66F51-8430-4650-AE36-371C5441BE2E Certificate Of Completion Envelope Id: 71C66F5184304650AE36371C5441BE2E Status: Sent Subject: Please DocuSign: 2019060701 AGMT - Reimbursement Agreement - Traffic Signal at 2747 Park Blvd.pdf Source Envelope: Document Pages: 53 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: 12.220.157.20 Record Tracking Status: Original 6/7/2019 3:02:28 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 Phil Verinsky pverinsky@jaypaul.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 38.99.40.130 Sent: 6/7/2019 3:05:39 PM Viewed: 6/7/2019 3:25:00 PM Signed: 6/7/2019 3:25:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ray Paul rpaul@jaypaul.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 38.99.40.130 Sent: 6/7/2019 3:25:39 PM Viewed: 6/12/2019 5:21:19 PM Signed: 6/12/2019 5:27:01 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Lee Sandra.Lee@CityofPaloAlto.org Assistant City Attorney Security Level: Email, Account Authentication (None) Sent: 6/12/2019 5:27:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ed Shikada Ed.Shikada@CityofPaloAlto.org Security Level: Email, Account Authentication (None) 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 6/12/2019 5:27:07 PM Payment Events Status Timestamps Date: October 2, 2018 RE: 2747 Park Boulevard Traffic Signal Cost Reconciliation Attn: Jarrett Mullen Transportation Department City of Palo Alto 250 Hamilton Ave Palo Alto, CA 94301 Dear Mr. Mullen; Please find enclosed the fair share cost reconciliation submission concerning the installation of a traffic signal, and associated work, at the corner of Park Boulevard and Page Mill Road. Submitted as per project approvals for the 2747 Park Blvd project dated April 21, 2016. [14PLN-00388] Referenced Conditions of Approval: #18) CEQA Mitigation Measure T-1 Park Boulevard and Page Mill Road: In order to maintain the LOS at the City of Palo Alto’s acceptable standards, installation of a traffic signal at the intersection of Park Boulevard and Page Mill Road is required. The project sponsor is required to pay a fair share of the associated mitigation measure. It is estimated that approximately 16.6% of the total cost of design and construction shall be paid by the project sponsor as a fair share towards the installation of a traffic signal. Payment of funds is required prior to occupancy of the building. #29) Applicant shall construct a new traffic signal at the intersection of Park Boulevard and Page Mill Road (referenced in COA #18) prior to building occupancy. The city will work with the applicant to cover the balance of costs above the fair share amount defined in COA #18. Prior to Street Work Permit issuance, applicant may request the city to accept an estimated cost of construction and final engineering design plans for the proposed traffic signal. All fees referenced in this invoice have been paid upfront by 2747-85 Park Boulevard LLC. In a good faith effect to minimize fiscal impact to the City, general contractor and primary designer management fees have been kept to a minimum. No fees have been included for development management or permitting. 2747 Park Blvd COA 18 & 29: Fair Share Cost Submission for traffic signal work. October 2, 2018 2 Please remit payment of $610,025.96 to: 2747-85 Park Boulevard LLC C/O Jay Paul Company 4 Embarcadero Center, Suite 3620 San Francisco, CA 94111 Sincerely, Paul Holdings Inc. dba Jay Paul Company As Agent for 2747-85 Park Boulevard LLC A California Limited Liability Company Casey Kraning Sr. Manager, Real Estate Development 415-271-7098 ckraning@jaypaul.com Enclosed: - Cost Allocation Invoice Spreadsheet and Associated Backup. 2747 Park Blvd - Traffic Signal Cost Reconciliation Attn: Jarrett Mullen City of Palo Alto - Transportation Dept 250 Hamilton Ave Palo Alto, CA 94301 For Premises: 2747 Park Blvd PLEASE REMIT CHECK PAYABLE TO: 2747-85 Park Boulevard LLC c/o Jay Paul Company Four Embarcadero Center, Suite #3620 San Francisco, CA 94111 PROJECT NAME DATE 2747 Park Blvd 10/2/2018 DATE DESCRIPTION AMOUNT 10/2/2018 Invoice Total 610,025.96$ TOTAL AMOUNT NOW DUE 610,025.96$ Please reference 2747 Park Blvd Traffic Signal on your remittance. Thank You. City of Palo Alto Please find enclosed the fair share cost reconciliation submission concerning the installation of a traffic signal, and associated work, at the corner of Park Boulevard and Page Mill Road. Submitted as per project approvals (COA 18 and 29) for the 2747 Park Blvd project dated April 21, 2016. [14PLN-00388] Invoice To Invoice Number N/A Traffic Signal Reimbursement Request Cost Log Base Design Change Revised Budget Orders Budget 2747 Park Blvd - Traffic Signal Cost Allocations Level 10 Construction 664,914.00$ 664,914.00$ Design - DES Architects / BKF Engineers 31,350.00$ 29,372.00$ 60,722.00$ Easement Fees (for pole located on 395 Page Mill Rd Property) 5,810.00$ 5,810.00$ Permit Fees - Not Pursued Subtotal 702,074.00$ 29,372.00$ 731,446.00$ FAIR SHARE ALLOCATIONS City of Palo Alto - 83.4% 610,025.96$ 2747-85 Park Boulevard LLC - 16.6% 121,420.04$ Budget Revisions Log: Design No. Description Value ASA 01 Roundabout Study 3,300.00$ Intersection Utility & Curb Ramp Surveys 2,585.00$ Intersection ADA Ramps & Crosswalk Striping 7,791.00$ ASA 09 City requested revisions to intersection striping 5,136.00$ ASA 10 Traffic Signal Foundation Design Revisions due to unknown utilities 10,560.00$ Easement Plat and Legal 4,400.00$ Construction As noted on Level 10 Construction Log CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR June 24, 2019 The Honorable City Council Palo Alto, California Policy and Services Recommends the City Council Accept the ERP Planning: Data Standardization Audit The Office of the City Auditor recommends acceptance of the ERP Planning: Data Standardization Audit. At its meeting on October 23, 2018, the Policy and Services Committee approved and unanimously recommended that the City Council accept the report. Additionally, the Policy and Services Committee recommended a broader discussion with the City Council of this audit, ERP Planning: Separation of Duties Audit, and the ERP Planning: Information Technology Data Governance Audit. In response to that request, on April 1, 2019, the Information Technology Department provided a review of the ERP system status in an informational report to City Council (Staff Report ID # 9826). The City Auditor’s report to the Policy and Services Committee and the transcript minutes are available on the City’s Policy and Services Committee website. Respectfully submitted, Don Rhoads, CPA Special Advisor to the Office of the City Auditor Management Partners ATTACHMENTS: • Attachment A: Data Standardization Audit (PDF) Department Head: Don Rhoads, Special Advisor to the Office of the City Auditor Page 2 ERP Planning: Data Standardization October 17, 2018 Office of the City Auditor Harriet Richardson, City Auditor Mimi Nguyen, Senior Performance Auditor Jordan Christenson, Performance Auditor Attachment A Page intentionally left blank for double-sided printing Attachment A Office of the City Auditor ● 250 Hamilton Avenue, 7th Floor ● Palo Alto, CA 94301 ● 650.329.2667 Copies of the full report are available on the Office of the City Auditor website at: http://www.cityofpaloalto.org/gov/depts/aud/reports/performance/default.asp OFFICE OF THE CITY AUDITOR EXECUTIVE SUMMARY ERP Planning: Data Standardization October 17, 2018 PURPOSE OF THE AUDIT The purpose of this audit was to determine if the City currently has data standardization in place in ERP master data and to give examples for types of standardization recommended prior to transferring data to the new ERP system. REPORT HIGHLIGHTS Finding: Implementing data standardization will increase data accuracy and uniformity in the future ERP system. The City can benefit from formalizing data standardization. Within the City’s current ERP system, SAP, we identified examples for improving data quality, compatibility, and consistency. Implementing data standardization will offer a structure for facilitating the input of data in a more accurate and uniform manner. It will also improve data output and data analytics. The five main benefits of data standardization: • Improved data quality • Increased data compatibility • Improved consistency and efficiency of data collection • Reduced data redundancy • Improved data access. Key Recommendations: The City should review city data and implement data cleansing through manual or automated methods for data standardization prior to transfer to the new ERP system. The Information Technology Department should: • Provide governance over data standardization, such as who is responsible for data standardization, what data is subject to standardization, what is the data standardization, when does standardization change, etc. • Work with Departments to review the data within SAP and determine what will benefit most by standardizing data. • Review other systems and implement data standardization, where feasible and beneficial; especially in circumstances when the data feeds into SAP. • Require Departments to implement data standardization requirements during data cleansing in the ERP transition. Attachment A Page intentionally left blank for double-sided printing Attachment A TABLE OF CONTENTS Objective ................................................................................................................................................. 1 Background ............................................................................................................................................. 1 Scope ...................................................................................................................................................... 2 Methodology .......................................................................................................................................... 2 Finding: Implementing data standardization will ensure increased data accuracy and uniformity in the future ERP system .............................................................................................................................. 4 Recommendations ........................................................................................................................... 11 Appendix 1: City Manager’s Response ................................................................................................ 12 ABBREVIATIONS DAMA Data Management Association DMBOK Data Management Body of Knowledge EPA Environmental Protection Agency Attachment A Page intentionally left blank for double-sided printing Attachment A ERP Planning: Data Standardization 1 INTRODUCTION Objective The purpose of this audit was to determine if the city has data procedures that govern standardization of master data in SAP and to give examples for types of standardization that would be beneficial when implementing the new ERP system. Background In the ERP Planning: Data and System Security Governance audit, we identified areas of concern for the lack of data governance in the City. The audit states that successful business processes require accurate, consistent, and complete master data. Master data Master data is the source for the most accurate data on business practices within the City and is used to inform transactional data. It pertains to business entity information regarding employees, customers, vendors, and the organization. Management provides control over how master data is entered in a system to enable consistent, shared, and contextual use across systems. Data Standardization Data standardization is the model, examples, or rules to increase reliability and effectiveness of common data elements. The two main components to data standardization are implementing policies and automated processes to reduce errors as data is being entered in the database and making corrections to data in the database. Policies and procedures should define an organization’s data standards, including controlling input structures within the database, such as format, naming conventions, standard abbreviations, and allowable ranges of master data values; organizational policies, such as data cleansing standards and procedures; or greater data governance structures. Once data is entered into the database, automatic or manual tools can be used to standardize data. Data quality rules for master data should include elements of both strategies. It is considered a best practice to control data entry on the front end through policies and procedures rather than relying primarily on downstream data cleansing tools. City’s Commitment to Accurate Data The City instituted an open data web portal in 2012 to offer residents and interested parties access to city data and proclaimed in 2014 that it would institute “open data by default” to make city Attachment A 2 ERP Planning: Data Standardization functions more “transparent, participatory, and accountable.” Adopting a new ERP system is a moment of opportunity for the City to ensure the reliability and transparency of city data and to allow for greater investment in data in the future. Past Audits The City Auditor’s Office has encountered data standardization and data integrity issues in several past audits, including: • 2017 Continuous Monitoring Audit: Payments • 2017 Accuracy of Water Meter Billing Audit • 2015 Utility Meter Audit: Procurement, Inventory, and Retirement • 2013 Employee Health Benefits Administration Audit Scope This audit gives guidance on data standardization policies and consistency issues that should be addressed through data cleansing prior to transferring data to the new ERP system. It provides general examples of non-standardized data as currently entered in SAP to provide context for the type of data standardization concerns. Companion audits will explore the accuracy and completeness of specific city data sets and give recommendations to specific departments for improving the reliability and integrity of those data sets. It was beyond the scope of this audit to look at standardization of data from sources other than SAP that may filter into the Open Data platform. However, instituting organization-wide data standardization and governance policies will allow for more accurate outfacing data to the public through the Open Data platform, which will increase the reliability and transparency of data for city residents. Methodology To accomplish our objective, we: • Identified standardization issues in city master data sets in SAP, which is the City’s current enterprise resource planning system. • Identified any existing data policies in place (data dictionaries, data input rules in SAP). • Analyzed a sample of data sets for inconsistency and data standardization issues. • Displayed these examples based on the potential benefits that Attachment A ERP Planning: Data Standardization 3 would come from standardizing the data. • Provided examples on how to improve data input processes and data cleansing for more standardized data. • Used the Environmental Protection Agency’s (EPA) data standards, developed in partnership with the Environmental Data Standards Council for information collection and exchange, to identify potential benefits for data standardization.1 • Referenced and used as guidance the Data Management Body of Knowledge (DMBOK), published in 2010 by the Data Management Association (DAMA). We used this guidance to define data standardization and to outline practices for evaluating the extent to which the City’s data is standardized. We selected data that was entered into SAP from January 1, 2016 through April 13, 2018. We chose this date range to concentrate examples on recent rather than historical data while still having a large enough range to demonstrate patterns in the data. The examples we used represent typical issues in SAP that could benefit from standardization, rather than specific high-risk areas. These types of issues occur throughout SAP, as evidenced by the number of past audits that have identified data standardization and integrity issues. As such, no specific department or area is intended to be singled out. Rather, the audit discusses the greater issue with data standardization across City master data. Compliance with government auditing standards We conducted this audit of ERP Planning: Data Standardization in accordance with our FY 2018 Annual Audit Work Plan and generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. We would like to thank management and staff in the Administrative Services Department and the Information Technology Department for their time, cooperation, and assistance during the audit process. 1 “Data Standards Briefing Paper,” Environmental Protection Agency, available at https://www3.epa.gov/ttnchie1/conference/ei12/panel/kohn.pdf Attachment A 4 ERP Planning: Data Standardization Finding Implementing data standardization will ensure increased data accuracy and uniformity in the future ERP system. Summary The City can benefit from formalizing data standardization. Within the City’s current ERP system, SAP, we identified examples for improving data quality, compatibility, and consistency based on our assessment of data in different working areas. Implementing data standardization will offer a structure for facilitating the input of data in a more accurate and uniform manner. It will also improve data output and data analytics. Benefits of Data Standardization The EPA Data Standards Briefing Paper explains five main benefits of data standardization: • Improved data quality • Increased data compatibility • Improved consistency and efficiency of data collection • Reduced data redundancy • Improved data access. The sections below give examples of the City’s SAP master data that is not standardized and explain benefits that would potentially be gained by standardizing data. Improved Data Quality Improving data quality would ensure that a common language is established for data entered in SAP, which can facilitate an easier and more accurate exchange of information. Exhibit 1 shows examples of data quality issues in one type of SAP master data. Exhibit 1: Inventory Master – Inconsistencies in Data Table Attachment A ERP Planning: Data Standardization 5 Exhibit 1 shows that the material description does not have a consistent structure. Although all of the items include similar information for lamps, there are discrepancies in the item details, which could cause ordering errors if the description does not include all needed information or potentially result in mistakes when ordering parts and/or reordering items. For example, there are: • inconsistencies on what is included as lamp specifications (watts, voltage, or both) • inconsistencies in the technical description (e.g., inclusion/exclusion of the base size) • inconsistencies in the use of “W,” ”Watts,” or neither to denote wattage • inconsistencies in the use of commas and/or periods to separate the item type from its description • spelling errors In addition, some columns are not consistently filled out, such as the manufacturer part number that is often left blank. Omitting key information in the master data could cause ordering issues for items that require, for example, a specific manufacturer or energy rating to comply with city policy. Although the description field has some structure to the input, creating standardization rules would be more useful both for those familiar and unfamiliar with any specific item: • Having a consistent format would makes it easier to find a specific item and help ensure that the correct item is purchased. • Including all key information in appropriate field would allow searches on other details, such as the manufacturer part number, rather than relying only on information entered into the material description field. • Exhibit 2 shows how stricter standardization rules would assist in the consistency of the light bulb data for the Material Description field. Attachment A 6 ERP Planning: Data Standardization Exhibit 2: Inventory Master – Current vs. Improved Description Example The current data entry rule: ITEM and TYPE and other information An example standardization rule of: ITEM, TYPE, WATTAGE AND SHAPE, BASE SIZE These two changes, standardizing in data the material description column and including manufacturer part numbers in the manufacturer part number column, are examples of how to increase the overall quality of the dataset. Information in these columns could better direct inventory and purchasing staff regarding what to buy. Increased data compatibility Data standardization can improve the compatibility of data across modules in SAP. This can be accomplished by establishing data dictionaries or building policies in the system to require that all data in having the same field names contain identical data throughout the system. This can be accomplished by requiring a single point of entry for any particular data field. Data that is inconsistently entered across the system can create errors that could lead to financial and business losses, as well as an inability to provide accurate reporting for decision-making purposes. It can also create a need for additional data cleansing if data used as the primary field for migration into the new ERP system is selected from an incorrect data source. It may not be possible to combine data from nonmatching fields, but if done, can lead to general incompatibility, redundancy, or other errors. Attachment A ERP Planning: Data Standardization 7 Two examples of data incompatibility are shown in Exhibit 3. First, there are two fields in SAP that identify a Division, which specifies a type of service provided (i.e., electric, gas, water, etc.). One field is Division and the other is Division Category, both representing the service type; however, they are inconsistent with each other. Second, the two fields Account Determination (AD) and Type of Premise specify the type of property serviced (i.e., residential, commercial, industrial, etc.). Although both fields may be used slightly differently, the numbering, sequencing, naming, and detailed breakdown would likely benefit from standardization. These two examples show nonmatching and incompatible data that should be reviewed for structural inconsistency in the new ERP system. Exhibit 3: Utility Service and Property Type Inconsistency and Incompatibility Examples • The division type (under Dv and Division category) and description (under Name and Short Description) do not contain the same dropdown list/choices. • The naming, Electric and Electricity, are inconsistent. • The naming and use of Division number 06 are different from each other. • There are gaps in the numbering within each. • The property type categories, Account determination and Type of premise, do not contain the same dropdown choices. • The naming descriptions and detail of description are inconsistent. • The numbering and sequencing are incompatible. Attachment A 8 ERP Planning: Data Standardization Improved consistency and efficiency of data collection As stated in the data governance audit, the City does not currently have data standardization policies. These policies can improve the consistency of data by outlining the information that should be included within a field and requiring a consistent format. Some policies can be built into an ERP system through drop-down menus that limit input to standardized choices and requiring that open- text inputs be in a certain format. Doing this provides the additional benefit of increasing efficiency by reducing the amount of typing needed for data collection. Examples of inconsistency issues that can be controlled by data standardization policies include: • Formatting (0.11 vs. 0.1, (XXX) XXX-XXXX vs. XXXXXXXXXX vs. XXX.XXX.XXXX) • Inputs (Street vs. St. vs. st) • Type (12 vs. twelve) In addition to formatting consistency, standardization policies can require input of fields that are deemed important to be included in the database, thereby reducing the number of blank or missing fields. This type of policy can also be built into an ERP system by not allowing the person entering the data to move on to the next screen or action unless certain data has been entered. City data currently has both omissions and inconsistent formatting, which demonstrate the effect of not having strong data standardization policies. Exhibit 4 shows an example of City vendor data that has inconsistent formatting of the vendor name, city name, postal code, and address. Additionally, although there is a field for a PO Box, it was not used in in the time period reviewed in favor of being included in the street field. This could possibly cause issues with mailings or contacting the vendor. Attachment A ERP Planning: Data Standardization 9 Exhibit 4: Vendor Master - Formatting Inconsistencies Implementing a data standardization policy either within the ERP system or through a data governance policy requires input of fields that are deemed important for consistency. Reduced data redundancy Data redundancy can be reduced through data standardization. Reducing data redundancy makes it easier to locate existing records rather than creating new records for the same data. We observed redundancy of data in master vendor files. For example, Exhibit 5 shows that the same vendor name was associated with several vendor numbers rather than only one vendor number being associated with each unique vendor. The only difference between the vendor files is the formatting of the street address. Redundancy in this case could cause issues with the history of purchases from the vendor and cause other data issues. Exhibit 5: Vendor Master - Name and Search Term Exhibit 6 shows that there are two records for what are likely identical items. They have different material numbers due to inconsistency in inputting information. Adding to the issue, the material part number was not entered, which could make it difficult to find the right item when ordering (see above discussion regarding improved data quality). Not having consistent rules for entering data can lead to multiple records for the same items. Attachment A 10 ERP Planning: Data Standardization Redundancy in this example could lead to purchasing and purchase history errors. Exhibit 6: Inventory Master – Material Description These two examples demonstrate how redundant data may be a result of formatting inconsistency and result in search errors. Standardizing the structure of data inputted into the ERP system would help minimize redundancy. Improved data access Standardized data can improve data access by making it easier to retrieve information. For example, it can be difficult to retrieve complete and accurate information if search terms are not standardized. Exhibit 7 shows an example shows that the search terms have several standardization issues: • Search term does not match name of vendor • One search term for multiple vendors • First and/or last name used for search term inconsistently These inconsistencies could lead to issues of data access. Exhibit 7: Vendor Master Search Terms Attachment A ERP Planning: Data Standardization 11 Other data feeding into the ERP system The standardization examples we identified are applicable to data in other systems outside of SAP. It is important to also consider and apply standardizations to these data sets because the data may feed into the ERP system. Exhibit 8 shows an example of some of the same inconsistencies and redundancies in other systems. Palo Alto 311 and Accela are an external facing, multi-platform solution for providing Palo Alto residents, businesses, and visitors access to a set of local government-provided services and online requests. The Issue Types and the Case Types contain similarities but lists different descriptions. Standardization can assist with data quality, consistency, compatibility, redundancy, and access. Exhibit 7: Other systems with data inconsistencies PaloAlto311 Code Enforcement Issue Types: Accela/Building Eye Case Types: • Building Construction (Unpermitted) • Property Maintenance (Weeds, Vegetation, Encroachment, Junk/Debris in Public View, etc.) • Fences • Zoning Compliance (AirBnB, Vacation Rentals, Non- Conforming Use, etc.) • Signs (Non Permitted, Signs in Public Property, etc.) • Leaf Blower (Gas Powered) • Other • Building • Encroachment • Fences • Home Occupation • Long Term Condition Monitoring • Property Maintenance • Short Term Rental • Signs (ARB) • Signs (Public Property) • Vehicles • Zoning • Leaf Blower Recommendations To help ensure that the City adopts best practices for data standardization when transitioning to the City’s new ERP system, we recommend that the Information Technology Department adopt practices for standardizing data, specifically including: 1. Provide governance over data standardization, such as who is responsible for data standardization, what data is subject to standardization, what is the data standardization, when does standardization change, etc. 2. Work with Departments to review the data within SAP and determine what will benefit most by standardizing data. 3. Review other systems and implement data standardization, where feasible and beneficial; especially in circumstances when the data feeds into SAP. 4. Require Departments to implement data standardization requirements during data cleansing in the ERP transition. Attachment A 12 ERP Planning: Data Standardization APPENDIX 1 – City Manager’s Response The City Manager has agreed to take the following actions in response to the audit recommendations in this report. The City Manager will report progress on implementation six months after the Council accepts the audit report, and every six months thereafter until all recommendations have been implemented. Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Finding 1: Implementing data standardization will ensure increased data accuracy and uniformity in the future ERP system. To help ensure that the City adopts best practices for data standardization when transitioning to the City’s new ERP system, we recommend that the Information Technology Department adopt practices for standardizing data, including: 1. Provide governance over data standardization, such as who is responsible for data standardization, what data is subject to standardization, what is the data standardization, when does standardization change, etc. Information Technology Agree. Target Date: Dec 31, 2019 Corrective Action Plan: Data standardization and governance are both already priorities of the draft data strategy plan document that is being developed. 2. Review other systems and implement data standardization, where feasible and beneficial; especially in circumstances when the data feeds into SAP. Information Technology Agree. Target Date: Dec 31, 2019 (For standardization guidance only. Remediation may take significantly longer and will be established once an assessment is made). Attachment A ERP Planning: Data Standardization 13 Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Corrective Action Plan: The plan to implement data standardization across systems beyond SAP will be covered in the City’s upcoming data strategy plan. 3. Work with Departments to review the data within SAP and determine what will benefit most by standardizing data. Information Technology Agree. Target Date: Dec 31, 2019. Corrective Action Plan: The plan to identify data and data stewards for SAP to determine standardization benefits will be covered in the City’s upcoming data strategy plan. 4. Require Departments to implement data standardization requirements during data cleansing in the ERP transition. Information Technology Agree. Target Date: Dec 31, 2019. Corrective Action Plan: This is already a mandatory component of the design phase of implementing the new ERP system. Attachment A CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR June 24, 2019 The Honorable City Council Palo Alto, California Policy and Services Recommends the City Council Accept the ERP Planning: Separation of Duties Audit The Office of the City Auditor recommends acceptance of the ERP Planning: Separation of Duties Audit. At its meeting on October 23, 2018, the Policy and Services Committee approved and unanimously recommended that the City Council accept the report. Additionally, the Policy and Services Committee recommended a broader discussion with the City Council of this audit, ERP Planning: Data Standardization Audit, and the ERP Planning: Information Technology Data Governance Audit. In response to that request, on April 1, 2019, the Information Technology Department provided a review of the ERP system status in an informational report to City Council (Staff Report ID # 9826). The City Auditor’s report to the Policy and Services Committee and the transcript minutes are available on the City’s Policy and Services Committee website. Respectfully submitted, Don Rhoads, CPA Special Advisor to the Office of the City Auditor Management Partners ATTACHMENTS: • Attachment A: Separation of Duties Audit (PDF) Department Head: Don Rhoads, Special Advisor to the Office of the City Auditor Page 2 ERP Planning: Separation of Duties October 17, 2018 Office of the City Auditor Harriet Richardson, City Auditor Mimi Nguyen, Senior Performance Auditor Lisa Wehara, Performance Auditor II Jordan Christenson, Performance Auditor Attachment A Page intentionally left blank for double‐sided printing Attachment A Office of the City Auditor ● 250 Hamilton Avenue, 7th Floor ● Palo Alto, CA 94301 ● 650.329.2667 Copies of the full report are available on the Office of the City Auditor website at: http://www.cityofpaloalto.org/gov/depts/aud/reports/performance/default.asp OFFICE OF THE CITY AUDITOR EXECUTIVE SUMMARY ERP Planning: Separation of Duties October 17, 2018 PURPOSE OF THE AUDIT The purpose of this audit was to evaluate the adequacy of separation of duties for various activities in the current SAP system and make recommendations to ensure that any identified deficiencies are corrected for the new ERP system. REPORT HIGHLIGHTS Finding: Implementing effective separation of duties and ensuring well‐restricted user access controls for the new ERP system will decrease vulnerabilities and risks The City uses varying automated and manual processes for separating key business activities and duties among staff for the high‐risk activities we reviewed, such as payroll processing, purchase orders and check processing, revenue collections, and asset management transactions. Although we did not find any major concerns, we identified opportunities for improvement. We assessed an employee’s ability to access and perform transactions within high‐risk areas. We also offered an understanding of where the high‐risk areas are within various workflows. Key Recommendation: When implementing the new ERP system, the Administrative Services, Information Technology, and Utilities Departments should separate duties for high‐risk conflicting tasks by restricting transaction codes or developing mitigating controls where conflicts cannot be avoided. Attachment A Page intentionally left blank for double‐sided printing Attachment A TABLE OF CONTENTS Objective ................................................................................................................................................. 1 Background ............................................................................................................................................. 1 Scope ...................................................................................................................................................... 3 Methodology .......................................................................................................................................... 3 Finding: Implementing effective separation of duties and ensuring well‐restricted user access controls for the new ERP system will decrease vulnerabilities and risks. ............................................................ 5 Recommendations ........................................................................................................................... 14 Appendix 1: City Manager’s Response ................................................................................................ 15 ABBREVIATIONS ACFE Association of Certified Fraud Examiners AP Accounts Payable ASD Administrative Services Department ERP Enterprise Resource Planning FISCAM Federal Information System Controls Audit Manual IT Information Technology RC Revenue Collections RFP Request for Proposal SoD Separation of Duties Attachment A Page intentionally left blank for double‐sided printing Attachment A ERP Planning: Separation of Duties 1 INTRODUCTION Objective The purpose of this audit was to evaluate the adequacy of separation of duties for various activities in the current SAP system and make recommendations to ensure that any identified deficiencies are corrected for the new Enterprise Resource Planning (ERP) system. Background An ERP system is a type of business management software that integrates key business activities of the City, such as purchasing, inventory, utilities, accounting, payroll, and information technology. SAP is the current ERP system and has been in place since 2003. The city issued a Request for Proposal (RFP) and plans to complete migrating the City’s business data and processes into a new ERP system by June 2022. Separation of Duties (SoD) Separation of duties (SoD), also known as segregation of duties, is an internal control mechanism to reduce the risk of erroneous or fraudulent transactions, improper program changes, and the damage or destruction of computer resources. This is accomplished by separating parts of a process or activity across a department or organization. To reduce the risk of unauthorized transactions (intentional or unintentional), work responsibilities and the corresponding computer access should be segregated so that one individual does not control multiple critical stages of a process. For example, a person should not be allowed to enter an invoice for payment, approve an invoice for payment, process the invoice for payment, and disburse a check for payment. Doing so would result in an opportunity for that individual to create and process an unauthorized payment transaction. Standards and Guidance We used the ISACA report, “Best Practices to resolve Segregation of Duties conflicts in any ERP environment," to document high‐risk conflicting tasks in ERP systems and how they can be mitigated with automated separation of duties within the system, and developed criteria, which is explained below in the methodology section.1 For general guidance on separation of duties, we referred to the “Standards for Internal Control in the Federal Government,” sections 10.12 ‐ 10.14: Segregation of Duties, published in September 2014 by the United States Government Accountability Office. These sections give 1 ISACA previously stood for Information Systems Audit and Control Association, but now goes by its acronym only. It is an independent, nonprofit, global association that engages in the development, adoption, and use of globally accepted, industry‐leading knowledge and practices for information systems. Attachment A 2 ERP Planning: Separation of Duties general guidance on the role of segregation of duties for internal control and the option for alternative control activities if separation of duties is not practical due to staffing limitations or other factors. We referenced and used as guidance the “Federal Information System Controls Audit Manual” (FISCAM), sections 3.2: Access Controls and 3.4: Segregation of Duties, published in February 2009 by the United States Government Accountability Office, to generally assess the City’s control systems. It states that “effective segregation of duties starts with effective entitywide policies and procedures that are implemented at the system and application levels.” Risk of not Implementing SoD According to a 2016 report on occupational fraud and abuse by the Association of Certified Fraud Examiners (ACFE), asset misappropriation was the most common form of occupational fraud.2 Among the various forms of asset misappropriation, billing schemes and check tampering schemes were reported as posing the greatest risk. In an ERP system, risks and vulnerabilities may arise from the lack of proper segregation of duties. Unintended risks often stem from granting employees excessive system authorizations by providing access to functions that are not within their official duties. Challenges can occur with the lack of resources, both financial and staffing. Therefore, planning for the division of responsibilities and reflecting it in the access privileges granted through an automated process to users of Information Technology (IT) systems, as well as implementing manual processes to mitigate any residual risk, such as collusion, becomes necessary for the proper, efficient, and secure execution of the business processes. SoD Responsibility The responsibility of SoD in the City resides within each business process area and within the IT systems supporting their execution. An effective SoD strategy requires that each business area, with a thorough understanding of its business process and workflow, collaborate with IT to gain an understanding of the system supporting SoD so the business area can structure and help IT design ERP security around separation of duties issues, particularly in the highest‐risk areas. 2 Under the Occupational Fraud and Abuse Classification System (Fraud Tree), asset misappropriation includes the theft of cash receipts and fraudulent disbursements, such as billing schemes, expense reimbursement schemes, check tampering, and register disbursements. Statistics included in the ACFE’s report are based only on the results of the single largest fraud case that certified fraud examiners self‐reported in an online survey sponsored by the ACFE. Attachment A ERP Planning: Separation of Duties 3 Scope We reviewed best practices for separation of duties for ERP systems and used criteria to assess the highest areas of risk to the City. Because this audit is intended to provide high‐level guidance, we did not review and assess SoD for all workflow processes. We only identified the highest‐risk areas and made recommendations for use as the City implements the future ERP system. Methodology To accomplish our objective, we: Researched and identified SoD best practices and guidance. Created separation of duties criteria matrices from the list of high‐risk conflicting tasks in ISACA’s document, “Best Practices to resolve Segregation of Duties conflicts in any ERP environment," for six areas: 1. Accounts Payable 2. Payroll/Human Resource 3. Revenue Collections 4. Treasury 5. Utilities 6. Information Technology Identified active employees, their user profiles, and their executable transactions in SAP. Reviewed and analyzed conflicting tasks within the high‐risk list. Discussed with staff any mitigating processes that address active users who have conflicting tasks. Determined the effectiveness of the mitigating processes, both automated and manual. How to Use This Report Criteria matrices are presented for each business area we analyzed, which we developed based on ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment." Each matrix displays the employee roles and responsibilities, separated by key tasks within the business area, and identifies the optimum separation of duties to mitigate high‐risk conflicts. The criteria matrices should be used as guidance to understand the conflicting tasks within a business area and where automation would be beneficial in the new ERP system to prevent employees from performing high‐risk conflicting tasks. Exhibit 1 shows an example of a criteria matrix and how to read it. The intent of this report is to identify areas of highest risk, identify mitigating controls currently in place, and encourage the use of system automation to mitigate such risks. Attachment A 4 ERP Planning: Separation of Duties EXHIBIT 1 Example Criteria Matrix with Auditor Explanation of How to Read Although these practices are recommended, full implementation may not be possible due to constraints such as ERP configuration, City budget, staffing, or other resource factors, in which case, manual controls may need to be substituted in lieu of automated processes. Compliance with government auditing standards We conducted this audit of ERP Separation of Duties in accordance with our FY 2017 and FY 2018 Annual Audit Work Plan and generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. We would like to thank management and staff in the Information Technology, Administrative Services, and Utilities Departments for their time, cooperation, and assistance during the audit process. Attachment A ERP Planning: Separation of Duties 5 Finding Implementing effective separation of duties and ensuring well‐ restricted user access controls for the new ERP system will decrease vulnerabilities and risks. Summary The City uses varying automated and manual processes to separate key business activities and duties among staff for the high‐risk activities we reviewed, such as payroll processing, purchase orders and check processing, revenue collections, and asset management transactions. Although we did not find any major concerns, we identified opportunities for improvement. We assessed an employee’s ability to access and perform transactions within a high‐risk area. We also offered an understanding of where the high‐risk areas are within various workflows. ACCOUNTS PAYABLE Accounts Payable (AP) is a division of the Administrative Services Department (ASD). Their goal is to process, record, and report citywide financial transactions. AP primarily uses SAP to maintain and process vendor invoices and payments. In FY 2017, the City issued 10,301 checks, and purchased $122 million of goods and services. AP has four employees: a Senior Accountant, a Lead Account Specialist, and two Account Specialists. Based on the matrix we developed in Exhibit 2, nine conflicting tasks would need to be performed by at least nine different employees for maximum separation of duties. Because this is not feasible with the four employees currently in AP, manual controls are needed to mitigate the high risks in this work area. Attachment A 6 ERP Planning: Separation of Duties EXHIBIT 2 Accounts Payable SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” Accounts Payable employees can enter an invoice and process payment to that invoice, which creates an unnecessary risk While other departments enter invoices into SAP for AP staff to process, creating a separation of duties, occasionally AP staff processes their own invoices. All three Accounting Specialists in AP can enter an invoice and process the payment for supervisory approval. This creates a separation of duties conflict because payment may be made on a fraudulently created and entered invoice. User access allows invoices to be entered through three types of SAP transactions, each differing based upon the type of invoice entered for payment. Discontinuing AP’s access to these SAP transactions and transferring this task to ASD Administration, for example, would immediately mitigate this high risk. We reviewed other high‐risk areas on the ISACA list for AP and determined that they are well separated and well administered. PAYROLL/HUMAN RESOURCES Payroll is a division of ASD that primarily processes payroll for city employees through timesheet and check processing. Paychecks are processed for about 1,200 employees, and total $116 million dollars in authorized salary and benefits. Payroll has five employees: a Senior Accountant, an Accountant, two Payroll Analysts, and a Management Specialist. Based on the matrix we developed in Exhibit 3, five conflicting tasks would need to be performed by at least four different Attachment A ERP Planning: Separation of Duties 7 employees for maximum separation of duties. Staffing levels are sufficient with five employees in Payroll for effective separation of duties. EXHIBIT 3 Payroll SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” Payroll employees have access to all payroll operations, which creates risk Each City employee enters time into a timesheet system. A supervisor approves the time entered and Payroll approves and processes the timesheets for payroll processing. Four of the five payroll employees have access to all payroll operations, for all employees and themselves. This is a high‐risk access because it allows the ability to modify employee master data or salary information and then process payroll fraudulently. Some high‐risk tasks that should have restrictions, separation, or effective manual processes instituted, currently do not. These tasks allow for potential fraudulent activity, including the ability for Payroll staff to: Change their own and each other’s salary data, which would allow the salary increase to go unnoticed. Change employee time data by entering fraudulent time to increase regular or overtime pay. Enter false personnel data and time to process a fraudulent payroll. Attachment A 8 ERP Planning: Separation of Duties Although Payroll has a manual process in place to manage the risk of employees modifying master data and fraudulently processing the change through payroll, the control can be more effective. There may be opportunities within the new ERP system to automate or separate duties between Human Resources and Payroll to achieve a higher level of risk mitigation. Human Resources had limited high risk areas The ISACA report listed only two high risk areas within Human Resources: 1) change employee HR benefits then process payroll without authorization, and 2) change master data and creating the remittance to a third party vendor. The first was categorized and reviewed as a Payroll item because the high risk is in the fraudulent disbursement of a payroll check. The second was determined as external because the risk was associated with a third party vendor and check disbursement which was covered under AP. REVENUE COLLECTIONS Revenue Collections (RC) is a division in ASD and is responsible for collecting City revenue generated from various city services. RC collects over $97 million in revenue annually and is one of the most public‐facing divisions of the City. RC has nine employees: a Manager, two Lead Account Specialists, and six Account Specialists. Based on the matrix we developed in Exhibit 4, three conflicting tasks would need to be performed by at least three different employees for maximum separation of duties. Staffing levels are sufficient with nine employees in RC for effective separation of duties. Attachment A ERP Planning: Separation of Duties 9 EXHIBIT 4 Revenue Collections SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” RC uses a revenue collection system external to SAP that is integrated to upload transactions into SAP. Due to the customer service and cash handling nature of RC, and the need for desk rotation, multiple employees are needed to fill the same role. Therefore, six of the nine employees in RC perform the same tasks and many of the processes are manual and paper‐based. Under this current process, RC has well separated, administered, and mitigated the high‐risk tasks. Although Revenue Collections has a manual process in place to manage the risk of employees stealing cash, the control can be more effective. The current control is paper‐based. It may be more effective to move to an automated reconciliation and reporting process. TREASURY Treasury is a division of ASD and is responsible for managing and investing the City’s funds and assets and facilitating debt financing. Treasury manages $532 million of City cash and investments and has two employees: a Manager and a Senior Management Analyst. Based on the matrix we developed in Exhibit 5, two conflicting tasks need to be performed by at least two different employees for adequate SoD in the high‐risk areas. Staffing levels are sufficient with two employees in Treasury. Attachment A 10 ERP Planning: Separation of Duties EXHIBIT 5 Treasury SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” The only high‐risk conflicting task we reviewed in Treasury was the ability to create and confirm the processing of a stock trade. The process for the tasks is completed manually and is separated properly. However, automating some of these processes in the new ERP system, if possible, would achieve some efficiencies. UTILITIES The City’s Utility’s Department (Utilities) operates and provides electric, gas, water, wastewater, and fiber optic services. Utilities performs many of the same high‐risk duties as other divisions in the Administrative Services Department; however, the transactions are performed at a much less and more limited capacity. These duties include maintaining utility customer data, processing customer bills and payments, and collecting utility revenue. Due to the limited transactions, we did not determine this to be a high‐risk area. However, Utilities should follow the same separation of duties processes and practices established by the Administrative Services Department when performing the high‐ risk tasks. The matrix in Exhibit 6 identifies the high‐risk tasks performed by Utilities and the separation of duties needed. We encourage Utilities to continue implementing recommendations of previous audits to strengthen their processes, which will also strengthen the area of separation of duties. Attachment A ERP Planning: Separation of Duties 11 EXHIBIT 6 Utilities SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” INFORMATION TECHNOLOGY The Information Technology (IT) Department is responsible for the overall operational duties for the ERP system, including development, maintenance, and administration. The matrix in Exhibit 7 identifies the high‐risk tasks and the separation of duties needed in these areas. EXHIBIT 7 Information Technology SOURCE: Auditor’s analysis and summary of ISACA's “Best Practices to resolve Segregation of Duties conflicts in any ERP environment.” Attachment A 12 ERP Planning: Separation of Duties High‐Risk Areas The IT Department has two distinct roles in the area of separation of duties: 1) within the IT Department as identified in the matrix, and 2) as support for all the work areas throughout the City. As with other work areas, separation of duties is tempered by the size of the IT staff; however, where separation of duties is not enforced, compensating controls are critical to reduce the risk. Within the IT department, generally, the following separation of duties are key: Computer operators should be prohibited from making changes to programs and data. System development staff should not have physical access to computer rooms and not have update access to production data. Technical support staff should not have access to application programs, production data, or physical access to the computer room. System access controls are an important part of IT’s role in maintaining effective separation of duties. IT should be aware of and responsive to all the key components of access control, including authentication of who is given access, authorization toward what they are given access to do, an audit trail to identify what they have done, and administration to maintain privileges and manage administrators. The IT department, responding to a prior SAP Security audit and a consultant’s review of the City’s separation of duties, has implemented positive changes to their separation of duties processes around access control. Their separation of duties policy has been updated to provide clarity regarding roles and responsibilities, for both IT staff and end users. A key, beneficial change is that the IT Service Desk is now responsible for resetting SAP passwords, which separated the SAP Basis Team’s ability to have access to SAP user account creation and modification and password reset. One area that should be reviewed for improvement during the ERP design and implementation period is the redefining of user access profile and roles. Defining user access by profiles and roles assignment is effective; however, how the profiles and roles are Attachment A ERP Planning: Separation of Duties 13 defined and using the concept of least privilege are important to mitigating separation of duties. Least privilege is the concept and practice of restricting access rights for users, accounts, and computing processes to only those absolutely required to perform routine, legitimate activities. Applied to people, least privilege means enforcing the minimal level of user rights, or lowest clearance level, that allows the user to perform his/her role. In the previous separation of duties examples, we identified areas where transactional access was given to users unnecessarily. IT provides support to the various work areas. Our general review did not identify conflicts for concern; however, we would like to reiterate that where separation of duties is not possible due to limited staff, it is especially important for the end‐user department to: Authorize transactions. Reconcile input/output and run‐to‐run cycles. Control changes to master files. Control resubmission of rejected transactions. Restrict access to assets such as cash, blank checks, negotiable documents and inventory. Attachment A 14 ERP Planning: Separation of Duties Recommendations To help ensure that the City adopts best practices for separation of duties when transitioning to the City’s new ERP system, we recommend that the City Manager direct all departments to consult with the Information Technology Department to adopt practices for ensuring separation of duties for high‐risk conflicting tasks, based on the matrices in Finding 1, or develop mitigating controls where conflicts cannot be avoided. Specifically, we recommend that: 1. Administrative Services: a) Transfer the task of entering Accounts Payable invoices to ASD Administration and either discontinue Account Payable’s SAP access for entering invoices or, if not possible, create a procedure that can identify if/when an Accounts Payable invoice is entered by an Accounts Payable employee for supervisory review. b) Have Payroll redesign the existing manual controls to mitigate against the high‐risk areas of SoD conflict identified. c) Share with Utilities all relevant SoD practices adopted, and Utilities practices should be consistent with that of ASD. 2. Information Technology revisit the design and definition of profiles and roles according to the concept of least privilege, where possible. Attachment A ERP Planning: Separation of Duties 15 APPENDIX 1 – City Manager’s Response The City Manager has agreed to take the following actions in response to the audit recommendations in this report. The City Manager will report progress on implementation six months after the Council accepts the audit report, and every six months thereafter until all recommendations have been implemented. Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Finding 1: Implementing effective separation of duties and ensuring well‐restricted user access controls for the new ERP system will decrease vulnerabilities and risks. To help ensure that the City adopts best practices for separation of duties when transitioning to the City’s new ERP system, we recommend that the City Manager direct all departments to consult with the Information Technology Department to adopt practices for ensuring separation of duties for high‐risk conflicting tasks, based on the matrices in Finding 1, or develop mitigating controls where conflicts cannot be avoided. Specifically, we recommend: 1.a. Transfer the task of entering Accounts Payable invoices to ASD Administration and either discontinue Account Payable’s SAP access for entering invoices or, if not possible, create a procedure that can identify if/when an Accounts Payable invoice is entered by an Accounts Payable employee for supervisory review. 1.b. Have Payroll redesign the existing manual controls to mitigate against the high‐risk areas of SoD conflict identified. Administrative Services Department Agree. Target Date: With new ERP. Corrective Action Plan: 1a. Explore the possibility of transferring the task of entering Accounts Payable invoices to ASD Administration. 1b. Explore having Payroll redesign the existing manual controls to mitigate against the high‐risk areas of SoD conflict identified in the new ERP. Attachment A 16 ERP Planning: Separation of Duties Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date 1.c. Share with Utilities all relevant SoD practices adopted, and Utilities practices should be consistent with that of ASD. 1c. Share with Utilities all relevant SoD practices adopted, and Utilities practices should be consistent with that of ASD. 2. Information Technology revisit the design and definition of profiles and roles according to the concept of least privilege, where possible. Information Technology Agree. Target Date: June 30, 2020 Corrective Action Plan: The plan is to review and modify as appropriate the approach to profiles and roles during the design and implementation phases of the new ERP system. If it makes sense timing wise, the new design will be incorporated back into the legacy system during the project. Determination of value and cost in retrofitting to the legacy system will be made during design. Attachment A CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 24, 2019 The Honorable City Council Palo Alto, California SECOND READING: Adoption of an Ordinance Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30), and to Require the use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois Absent) This was first heard by the City Council on Monday, June 10, 2019 where it was adopted without change, 6-0, DuBois absent. It is now before the City Council for the second reading, with two changes now being recommended by Staff. The first recommended change is to delete the restriction on printed receipts contained in new Section 5.30.025, subsection d (shown in the attached ordinance in double strikethrough). That restriction would have required Food Service Establishments to only provide a printed receipt if requested by the customer. Staff is proposing to delete this requirement at this time due to concerns raised about the impact and implementation, and in view of the fact that this provision (which is not a core part of the regulation on disposable plastic) was added late in the public engagement process, staff would like to undertake additional public engagement with Food Service Establishments before bringing this item to Council for adoption. The second recommended change is the addition of an exemption clarifying that single-use plastic straws may be made available to individuals who require and request them due to disability or other medical or physical conditions or circumstances. The question of whether the ordinance would prevent the availability of straws to disabled persons was raised prior to and at the Council meeting, and staff had conveyed an intent to address this issue through regulations. However, staff determined that the better course is to include this provision in the ordinance, and thus recommends the proposed addition at this time. The added language is shown in double underline as new subsection v of Section 5.30.030 in the attached ordinance. ATTACHMENTS: • Attachment A: Food Waste Ordinance (PDF) Department Head: Beth Minor, City Clerk Page 2 Attachment A Not Yet Adopted 1 2019061701 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30) and to Require the Use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) 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. Disposable foodware items and single-use non-recyclable produce bags are intended to be used once then discarded. These items pose waste management challenges and can persist in the environment for many years, causing harm to wildlife and blight to waterways. The production, use and disposal of these items have substantial environmental impacts, including environmental contamination; consumption of energy, water, and non- renewable, polluting fossil fuels; emissions of greenhouse gases; release of air and water pollutants; depletion of natural resources; litter on streets and in waterways; plastic pollution; and increased waste clean-up and management costs. B. Plastics in waterways and oceans break down into smaller pieces that are not biodegradable. Among other hazards, plastic debris attracts and concentrates ambient pollutants in seawater and freshwater, which can transfer to fish, other seafood and salt that is eventually sold for human consumption. Disposable foodware can also contain harmful fluorinated chemicals that are linked to serious health conditions. C. The practice of freely giving customers disposable foodware and single-use, non- recyclable produce bags encourages customers, retailers, and food vendors to pay little attention to the quantity of disposable packaging products they consume and the associated environmental impact. D. The City of Palo Alto updated its Zero Waste Plan in 2018, with new provisions designed to help the City reach its goal of 95% diversion of materials from landfills by 2030, and 80% reduction of greenhouse gases by the same year. Disposable foodware and single-use, non-recyclable produce bags pose difficulties for composting or recycling, hampering Palo Alto from achieving zero waste. E. Policies that promote reusable and/or compostable foodware and produce bags encourage both reuse of materials and reduction of pollutants. These twin strategies are crucial for conserving resources and protecting the environment, and integral to Palo Alto’s goal of zero waste. Attachment A Not Yet Adopted 2019061701 2 SECTION 2. Chapter 5.30 of Title 5 (Health and Sanitation) is hereby amended to read as follows: Chapter 5.30 Plastic Foam and Non-Recyclable Food Service Containers and Packaging Items Disposable Foodware Items and Other Disposable Products 5.30.010 Definitions. (a) "ASTM Standard" means meeting the standards of the American Society for Testing and Materials (ASTM) International Standards D6400 or D6868 for biodegradable and compostable plastics and any amendments or successor standards thereto. (a)(b) "City Facilities" refers to any real property, building, structure or vehicle owned or operated by the City of Palo Alto, its agents, departments and franchises.; (b) “Compostable” means items deemed acceptable within the City’s compost collection program as determined by the Director of Public Works and identified on the City’s website. (c) “Disposable” means items designed to be used once or a limited number of times and then discarded, whether the item is non-recyclable, Recyclable or Compostable. (c)(d) “Disposable Food Service Container” means single-use disposable a product used by Food Service Establishments for serving or transporting prepared and ready-to-consume food or beverages. This includes but is not limited to plates, cups, bowls, lids, trays and hinged or lidded containers. This does not include single-use disposable straws, utensils, or hot cup lids; (d)(e) “Food Service Establishment” means any establishment, located or providing food within the City of Palo Alto, which provides prepared and ready to consume food or beverages, for public consumption including but not limited to any Retail Service Establishment, eating and drinking service (as defined in Title 18), takeout service (as defined in Title 18), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to- consume food or beverages, for public consumption, whether open to the general public or limited to certain members of the public (i.e., company cafeteria for employees).; (e) "Non-Recyclable Plastic" means all plastics that do not meet the definition of Recyclable Plastic; (f) “Foodware Item” means any item used or provided by Food Service Establishments to serve or consume food or beverages. Foodware Items include Food Service Containers, condiment Attachment A Not Yet Adopted 2019061701 3 cups and packets, straws, utensils (forks, spoons, sporks, knives, chopsticks), drink stirrers, beverage spill plugs, napkins, and other drink or food accoutrements. (f)(g) “Plastic Foam” shall means blown expanded and extruded plastic foams made from polystyrene or other resins which are processed by any number of techniques including, but not limited to, fusion of monomer spheres (expanded bead plastic), injection molding, foam molding and extrusion-blown molding (extruded foam plastic). Expanded polystyrene and other plastic foam resins are generally used to make disposable cups, bowls, plates, trays, egg cartons, clamshell containers, ice chests, shipping boxes and packing materials.; (g)(h) “Plastic Foam Products” shall means Ddisposable Plastic Foam ice chests, cups, bowls, plates, clamshells, shipping boxes containers, egg cartons, packaging peanuts, packing blocks or other packaging materials that are not wholly encapsulated or encased by a more durable material. Additional Plastic Foam Products may be added by administrative regulation promulgated by the Director of Public Works or his/her designee.; (h)(i) “Prepared Food’ means any food or beverage prepared for consumption using any cooking, packaging, or food preparation technique, including but not limited to cooking, chopping, slicing, mixing, freezing, squeezing, or brewing, and which requires no further preparation to be consumed. Prepared Food includes uncooked fruits or vegetables, “take-out” food, or food prepared to be consumed off the Food Service Establishment premises. Prepared Food does not include any uncooked meat, fish or poultry.; (j) “Recyclable” means items deemed acceptable within the City’s recycling collection program as determined by the Director of Public Works and identified on the City’s website. (i) "Recyclable Plastics" include any plastic which can be accepted for recycling or composting by the City's municipal recycling program. For purposes of this Chapter, Recyclable Plastic does not include any expanded Plastic Foam labeled with recycling symbol #6, or any other Plastic Foam made with other plastic resins; (j)(k) “Retail Service Establishment” shall have the same meaning as Retail Service as defined in Title 18 of this Code. (l) “Reusable Foodware” means a Foodware Item made of durable materials and designed to be used repeatedly with a useful life greater than one year. 5.30.020 Prohibition on the use of expanded plastic foam products and non-recyclable plastic. (a) Except as provided by Section 5.30.030, Food Service Establishments are prohibited from providing Prepared Food in Disposable Food Service Containers made from Plastic Foam or other non-recyclable plastic Non-Recyclable Plastic.; Attachment A Not Yet Adopted 2019061701 4 (b) Except as provided by sSection 5.30.030, Retail Service Establishments are prohibited from selling, leasing or otherwise providing Plastic Foam Products.; (c) Except as provided by section 5.30.030, all City facilities and vendors at City sponsored events or City owned facilities are prohibited from using Disposable Food Service Containers, packaging or other products made from Plastic Foam or Non-Recyclable Plastic.; (d) Nothing in this Ordinance Section shall be interpreted to restrict the use or sale of any form of fiber or paper disposable food service container, or the use of any form of biodegradable or plastic food service container meeting ASTM Standards or other products authorized by Administrative Regulation. 5.30.025 Limitation on the use of Disposable Foodware Items and other Disposable products. Effective January 1, 2020: (a) Food Service Establishments are prohibited from providing the following Disposable Foodware Items: 1. Plastic straws 2. Plastic utensils (e.g., forks, knives, spoons, sporks, chopsticks) 3. Plastic drink stirrers, drink plugs, and other drink accoutrements such as novelty cocktail accessories 4. Plastic food picks and toothpicks (b) Food Service Establishments, City Facilities, and vendors at City-sponsored events shall provide the following Foodware Items only if they are Reusable or Compostable: 1. Straws 2. Utensils (e.g., forks, knives, spoons, sporks, chopsticks) 3. Drink stirrers, drink plugs, and other drink accoutrements such as novelty cocktail accessories 4. Food picks and toothpicks (c) Food Service Establishments shall provide permitted Disposable Foodware Items, other than Food Service Containers, only upon customer request or at a self-serve station. (d) Food Service Establishments shall provide a printed receipt only at the request of the customer. Attachment A Not Yet Adopted 2019061701 5 5.30.030 Exemptions. (a) The following exemptions shall apply: (i) Foods prepared or packaged outside the City of Palo Alto are exempt from the provisions of this Chapter. Purveyors of food prepared or packaged outside the City of Palo Alto are encouraged to follow the provisions of this Chapter. (ii) The Director of Public Works, or his/her designee, may exempt a Food Service Establishment, Retail Service Establishment or City Ffacility/vendor from the requirements of this Chapter for a period of up to one year, if the applicant for such exemption can demonstrate that the conditions of this Chapter would cause an undue hardship. An "undue hardship" includes, but is not limited to situations unique to the applicant where there are no reasonable alternatives to Plastic Foam Products or Nnon-recyclable Pplastic Disposable Food Service Containers and compliance with this Chapter would cause significant economic hardship to that applicant, or cause them to be deprived of a legally protected right. (iii) A Food Service Establishment, Retail Service Establishment or City Facility/vendor seeking an exemption application shall include all information necessary for the City to make its decision, including but not limited to documentation showing the factual support for the claimed exemption. The Director may require the applicant to provide additional information to permit the Director to determine facts regarding the exemption application. (iv) Emergency Supplies and Service Procurement. City Facilities, Food Service Establishments, Retail Service Establishments, City contractors and vendors doing business with the City shall be exempt from the provisions of this Chapter, in a situation deemed by the City Manager to be an emergency for the immediate preservation of the public peace, health or safety. (v) Nothing in this Chapter shall restrict, or be construed to restrict, the availability of single-use plastic straws to individuals who may require and request the use of single-use plastic straws due to disability or other medical or physical conditions or circumstances. It shall not be a violation of this Chapter for any Food Service Establishment, City Facility or City-sponsored event vendor to provide single-use plastic straws to such individuals who request plastic straws. 5.30.040 Reserved Operative dates. All Food Service Establishment, Retail Service Establishments and City facilities and vendors must comply with the requirements of this Chapter by March 1, 2016. Attachment A Not Yet Adopted 2019061701 6 5.30.050 Severability. If any provision or clause of this Chapter is held to be unconstitutional or otherwise invalid by any court of competent jurisdiction, such invalidity shall not affect other provisions of this Chapter, and clauses of this Chapter are declared to be severable. 5.30.060 Enforcement and penalties. (a) The Director of Public Works or his or/ her designee shall have primary responsibility for enforcement of this Chapter. The Director of Public Works or his or her designee is authorized to promulgate regulations and to take any and all other actions reasonable and necessary to enforce this Cchapter, including, but not limited to, entering the premises of any Food Provider Service Establishment to verify compliance and the types of Recyclable and Compostable Foodware Items compostable foodware items acceptable in the City’s collection program. (b) Anyone violating or failing to comply with any of the requirements of this Chapter shall be guilty of an infraction as set forth in Chapter 1.08 of the Palo Alto Municipal Code. (c) Anyone violating or failing to comply with any of the requirements of this Chapter shall be subject to an administrative penalty or administrative compliance order as set forth in Chapters 1.12 and 1.16 of the Palo Alto Municipal Code. (d) The remedies and penalties provided in this Section are cumulative and not exclusive. 5.30.070 Construction. This Chapter is intended to be a proper exercise of the City's police power, to operate only upon its own officers, agents, employees and facilities and other persons acting within its boundaries, and not to regulate inter-city or interstate commerce. It shall be construed in accordance with that intent. SECTION 3. Section 5.35.010 of Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to read as follows: 5.35.010 Definitions. The following words and phrases, whenever used in this Chapter, shall be construed as defined in this Section: (a) “Checkout Bag” means a bag that is provided by a Retail Service Establishment at the checkstand, cash register, point of sale or other point of departure for the purpose of Attachment A Not Yet Adopted 2019061701 7 transporting food or merchandise out of the establishment. Checkout Bags do not include Produce Bags or Product Bags as defined in this Chapter. (b) “Compostable Produce Bags” means paper bags and bags made of plastic-like material if the material meets the ASTM Standard Specifications for compostability D6400 or D6868, or the product is Biodegradable Products Institute (BPI) certified, or is considered acceptable within the City’s compost collection program. (b)(c) "Food Service Establishment" means any establishment, located or providing food within the City of Palo Alto, which provides prepared and ready-to-consume food or beverages, for public consumption including but not limited to any Retail Service Establishment, eating and drinking service (as defined in Chapter Title 18), takeout service (as defined in Chapter Title 18), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to-consume food or beverages, for public consumption, whether open to the general public or limited to certain members of the public (i.e., company cafeteria for employees). (c)(d) "Produce or product Bag" means: any bag without handles provided to a customer to carry produce, meats, bulk food, or other food items to the point of sale inside a store and protects food or merchandise from being damaged or contaminated by other food or merchandise when items are placed together in a Reusable bag or Recyclable Paper Checkout Bag. i. Any bag without handles provided to a customer to carry produce meats, bulk food, or other food items to the point of sale inside a store; ii. To hold prescription medication dispensed from a pharmacy; iii. To protects food or merchandise from being damaged or contaminated by other food or merchandise when items are placed together in a reusable bag or recyclable paper checkout bag; iv. A bag without handles that is designed to be placed over articles of clothing on a hanger. (e) "Product Bag” means a bag provided to a customer to protect merchandise from being damaged or contaminated by other merchandise when items are placed together in a Reusable Bag or Recyclable Paper Checkout Bag; a bag to hold prescription medication dispensed from a pharmacy; or a bag without handles that is designed to be placed over articles of clothing on a hanger. (d)(f) "Recyclable Paper Checkout Bag" means a paper bag that meets one of the following criteria: i. Pre-approved standard. A paper bag that meets all of the following requirements: 1. Contains no old growth fiber; Attachment A Not Yet Adopted 2019061701 8 2. Is 100% recyclable overall and contains a minimum of 40% post-consumer recycled content; 3. Displays the word "Recyclable" on the outside of the bag; and 4. The manufacturer, the location (country) where manufactured and the percentage of post-consumer recycled content in an easy-to-read size font. ii. Alternative materials. The Director of Public Works or his or her designee is authorized to approve alternate materials or testing methods meeting this Section's requirements provided that the Director or designee finds that the proposed materials or testing standards satisfactorily comply with the intent, quality and effectiveness in order to meet the purposes of this Cchapter. The particulars of any approval made by the director of public works or his or her designee Director under this subsection shall be entered upon the records of the Public Works Department and a signed copy shall be furnished to the applicant. iii. Alternative standard. Any other published uniform recyclable paper bag standard as approved by the Director of Public Works or his or her designee. (e)(g) "Retail Service Establishment" means any establishment providing retail sale, rental, service, processing, or repair of items primarily intended for consumer or household use, including but not limited to the following: groceries, meat, vegetables, dairy products, baked goods, candy, and other food products; liquor and bottled goods, household cleaning and maintenance products; drugs, cards, and stationery, notions, books, tobacco products, cosmetics, and specialty items; flowers, plants, hobby materials, toys, household pets and supplies, and handcrafted items; apparel, jewelry, fabrics, and like items; cameras, photography services, household electronic equipment, records, sporting equipment, kitchen utensils, home furnishing and appliances, art supplies and framing, arts and antiques, paint and wallpaper, carpeting and floor covering, interior decorating services, office supplies, musical instruments, hardware and homeware, and garden supplies; bicycles; mopeds and automotive parts and accessories (excluding service and installation); cookie shops, ice cream stores and delicatessens. (f)(h) "Reusable Checkout Bag" shall mean a bag with handles that is specifically designed and manufactured for multiple reuse which can be washed or wiped clean and meets all of the following criteria: i. Bags with a capacity of 15 liters or greater must meet all of the following requirements: 1. To confirm durability, bags must meet EcoLogo ATP-001 standards (including future amendments or any successor legislation): a. Capacity test - minimum of 15 liters. Attachment A Not Yet Adopted 2019061701 9 b. Dynamic test - minimum of 5 sets of 300 cycles (1,500 cycles total). 2. To confirm bag thickness of 2.25 mils thick or greater, bags will be measured according to ASTM D6988-08 or ISO 4593:1993 or ISO 4591:1992 standards (for embossed film) (including future amendments or any successor legislation). 3. To confirm the absence of heavy metals causing environmental hazards upon entering the solid waste stream, state methods are to be used for preparing and for testing samples of each unique bag component following the Model Toxics in Packaging Legislation; and 4. Is either: a. Labeled in an easy-to-read sized font with the name of the manufacturer, the country of origin where manufactured, the material from which it is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals; or b. As an alternative, information about the manufacturer, the country of origin where manufactured, the material from which the bag is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals can be provided through the reporting requirements set forth under Section 5.35.030(d). ii. Reusable Bags that with a capacity of less than 15 liters must meet all of the following requirements: 1. Is 2.25 mils thick or greater as measured according to ASTM D6988-08 or ISO 4593:1993 or ISO 4591:1992 standards (for embossed film) (including future amendments or any successor legislation). 2. To confirm the absence of heavy metals causing environmental hazards upon entering the solid waste stream, state methods are to be used for preparing and for testing samples of each unique bag component following the Model Toxics in Packaging Legislation; and 3. Is either: a. Labeled in an easy-to-read sized font with the name of the manufacturer, the country of origin where manufactured, the material from which it is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals; or Attachment A Not Yet Adopted 2019061701 10 b. As an alternative, information about the manufacturer, the country of origin where manufactured, the material from which the bag is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals can be provided through the reporting requirements set forth under Section 5.35.030(d). iii. Alternative materials. The Director of Public Works or his or her designee is authorized to approve alternate materials or testing methods meeting this section's requirements provided that the Director or the designee finds that the proposed materials or testing standards satisfactorily complies with the intent, quality and effectiveness in order to meet the purposes of this Chapter. The particulars of any approval made by the Director under this subsection shall be entered upon the records of the public works department Public Works Department and a signed copy shall be furnished to the applicant. iv. Alternative standard. Any other published uniform bag standard as approved by the Director of Public Works or his or her designee. (g)(i) "Single-use Plastic Checkout Bag" means any bag made predominately of plastic derived from natural gas, petroleum or a biologically-based source, such as corn or other plant sources, which is provided to a customer at the point of sale which does not meet the definition of a Reusable Checkout Bag. SECTION 4. Section 5.35.020 of Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to read as follows: 5.35.020 Types of checkout bags permitted at retail service and food service establishments. (a) Retail Service Establishments within the city of Palo Alto shall provide or make available to a customer only Reusable Bags or Recyclable Paper Checkout Bags for the purpose of carrying away goods or other materials from the point of sale, subject to the terms of this Chapter. i. Single-use Plastic Bags exempt from the Chapter include those integral to the packaging of the product, produce or Product Bags, newspaper bags, door-hanger bags, or bags sold in packages containing multiple bags intended for use as garbage, pet waste or yard waste bags. ii. Food Service Establishments within retail stores must comply with those requirements listed under Section 5.35.020(b) below.; iii. Effective January 1, 2020, Ffarmers markets shall only may provide Compostable Produce or product Bags to hold produce, meats, bulk food or bulk other food items. Attachment A Not Yet Adopted 2019061701 11 Single-use Plastic Checkout Bags, Produce Bags or Product Bags shall not be provided by farmers markets for produce or meats. charges for these bags are not required at farmers markets unless checkout bags used to hold produce or product bags are provided. (b) Effective November 1, 2013, Food Service Establishments shall provide or make available to a customer only Recyclable Paper Checkout Bags or Reusable Bags, at their discretion, for the purpose of carrying away goods or other materials from the point of sale, subject to the terms of this Chapter. i. Produce or Product Bags without handles may be used at Food Service Establishments to hold containers of food items that are free liquids such as soups or stews that might be susceptible to spilling. (c) The City of Palo Alto encourages, but does not require in-store public education and encouragement to customers about the use of Reusable Bags. In-store education for Retail Service Establishments and Food Service Establishments is available at www.cityofpaloalto.org/plastics. (d) Nothing in this Chapter prohibits customers from using bags of any type that they bring to the establishment themselves or from carrying away goods that are not placed in a bag at point of sale, in lieu of using bags provided by the establishment. (e) A Retail Service or Food Service Establishment may provide a Reusable Bag at no charge if it is distributed as part of an infrequent and limited time promotion. Infrequent and limited time promotions shall not exceed a total of 14 days in any consecutive 12 month period. SECTION 5. Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to add a new Section 5.35.035 to read as follows: 5.35.035 Use of Compostable Produce Bags at Retail Service Establishments. Effective January 1, 2020, Retail Service Establishments shall only provide Compostable Produce Bags to carry produce, meats, bulk food, or other food items to point-of-sale within the store. SECTION 6. Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to delete Section 5.35.040 as follows: 5.35.040 Reserved Delayed implementation for food service establishments. All food service establishments shall comply with the requirements of Section 5.35.020 of this Chapter beginning November 1, 2013. Attachment A Not Yet Adopted 2019061701 12 SECTION 7. 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 8. The Council finds that this Ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to CEQA Guidelines Section 15308, Actions by Regulatory Agencies for Protection of the Environment. This exemption applies to actions taken by regulatory agencies, as authorized by state or local ordinance, to assure the maintenance, restoration, enhancement, or protection of the environment where the regulatory process involves procedures for protection of the environment. The Ordinance is also exempt from CEQA pursuant to Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment. // // // // // // // // // // // // // Attachment A Not Yet Adopted 2019061701 13 SECTION 9. 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: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Public Works CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 24, 2019 The Honorable City Council Palo Alto, California SECOND READING: Adoption of an Ordinance Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30), and to Require the use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois Absent) This was first heard by the City Council on Monday, June 10, 2019 where it was adopted without change, 6-0, DuBois absent. It is now before the City Council for the second reading, with two changes now being recommended by Staff. The first recommended change is to delete the restriction on printed receipts contained in new Section 5.30.025, subsection d (shown in the attached ordinance in double strikethrough). That restriction would have required Food Service Establishments to only provide a printed receipt if requested by the customer. Staff is proposing to delete this requirement at this time due to concerns raised about the impact and implementation, and in view of the fact that this provision (which is not a core part of the regulation on disposable plastic) was added late in the public engagement process, staff would like to undertake additional public engagement with Food Service Establishments before bringing this item to Council for adoption. The second recommended change is the addition of an exemption clarifying that single-use plastic straws may be made available to individuals who require and request them due to disability or other medical or physical conditions or circumstances. The question of whether the ordinance would prevent the availability of straws to disabled persons was raised prior to and at the Council meeting, and staff had conveyed an intent to address this issue through regulations. However, staff determined that the better course is to include this provision in the ordinance, and thus recommends the proposed addition at this time. The added language is shown in double underline as new subsection v of Section 5.30.030 in the attached ordinance. ATTACHMENTS: • Attachment A: Food Waste Ordinance (PDF) Department Head: Beth Minor, City Clerk Page 2 Attachment A Not Yet Adopted 1 2019061701 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30) and to Require the Use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) 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. Disposable foodware items and single-use non-recyclable produce bags are intended to be used once then discarded. These items pose waste management challenges and can persist in the environment for many years, causing harm to wildlife and blight to waterways. The production, use and disposal of these items have substantial environmental impacts, including environmental contamination; consumption of energy, water, and non- renewable, polluting fossil fuels; emissions of greenhouse gases; release of air and water pollutants; depletion of natural resources; litter on streets and in waterways; plastic pollution; and increased waste clean-up and management costs. B. Plastics in waterways and oceans break down into smaller pieces that are not biodegradable. Among other hazards, plastic debris attracts and concentrates ambient pollutants in seawater and freshwater, which can transfer to fish, other seafood and salt that is eventually sold for human consumption. Disposable foodware can also contain harmful fluorinated chemicals that are linked to serious health conditions. C. The practice of freely giving customers disposable foodware and single-use, non- recyclable produce bags encourages customers, retailers, and food vendors to pay little attention to the quantity of disposable packaging products they consume and the associated environmental impact. D. The City of Palo Alto updated its Zero Waste Plan in 2018, with new provisions designed to help the City reach its goal of 95% diversion of materials from landfills by 2030, and 80% reduction of greenhouse gases by the same year. Disposable foodware and single-use, non-recyclable produce bags pose difficulties for composting or recycling, hampering Palo Alto from achieving zero waste. E. Policies that promote reusable and/or compostable foodware and produce bags encourage both reuse of materials and reduction of pollutants. These twin strategies are crucial for conserving resources and protecting the environment, and integral to Palo Alto’s goal of zero waste. Attachment A Not Yet Adopted 2019061701 2 SECTION 2. Chapter 5.30 of Title 5 (Health and Sanitation) is hereby amended to read as follows: Chapter 5.30 Plastic Foam and Non-Recyclable Food Service Containers and Packaging Items Disposable Foodware Items and Other Disposable Products 5.30.010 Definitions. (a) "ASTM Standard" means meeting the standards of the American Society for Testing and Materials (ASTM) International Standards D6400 or D6868 for biodegradable and compostable plastics and any amendments or successor standards thereto. (a)(b) "City Facilities" refers to any real property, building, structure or vehicle owned or operated by the City of Palo Alto, its agents, departments and franchises.; (b) “Compostable” means items deemed acceptable within the City’s compost collection program as determined by the Director of Public Works and identified on the City’s website. (c) “Disposable” means items designed to be used once or a limited number of times and then discarded, whether the item is non-recyclable, Recyclable or Compostable. (c)(d) “Disposable Food Service Container” means single-use disposable a product used by Food Service Establishments for serving or transporting prepared and ready-to-consume food or beverages. This includes but is not limited to plates, cups, bowls, lids, trays and hinged or lidded containers. This does not include single-use disposable straws, utensils, or hot cup lids; (d)(e) “Food Service Establishment” means any establishment, located or providing food within the City of Palo Alto, which provides prepared and ready to consume food or beverages, for public consumption including but not limited to any Retail Service Establishment, eating and drinking service (as defined in Title 18), takeout service (as defined in Title 18), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to- consume food or beverages, for public consumption, whether open to the general public or limited to certain members of the public (i.e., company cafeteria for employees).; (e) "Non-Recyclable Plastic" means all plastics that do not meet the definition of Recyclable Plastic; (f) “Foodware Item” means any item used or provided by Food Service Establishments to serve or consume food or beverages. Foodware Items include Food Service Containers, condiment Attachment A Not Yet Adopted 2019061701 3 cups and packets, straws, utensils (forks, spoons, sporks, knives, chopsticks), drink stirrers, beverage spill plugs, napkins, and other drink or food accoutrements. (f)(g) “Plastic Foam” shall means blown expanded and extruded plastic foams made from polystyrene or other resins which are processed by any number of techniques including, but not limited to, fusion of monomer spheres (expanded bead plastic), injection molding, foam molding and extrusion-blown molding (extruded foam plastic). Expanded polystyrene and other plastic foam resins are generally used to make disposable cups, bowls, plates, trays, egg cartons, clamshell containers, ice chests, shipping boxes and packing materials.; (g)(h) “Plastic Foam Products” shall means Ddisposable Plastic Foam ice chests, cups, bowls, plates, clamshells, shipping boxes containers, egg cartons, packaging peanuts, packing blocks or other packaging materials that are not wholly encapsulated or encased by a more durable material. Additional Plastic Foam Products may be added by administrative regulation promulgated by the Director of Public Works or his/her designee.; (h)(i) “Prepared Food’ means any food or beverage prepared for consumption using any cooking, packaging, or food preparation technique, including but not limited to cooking, chopping, slicing, mixing, freezing, squeezing, or brewing, and which requires no further preparation to be consumed. Prepared Food includes uncooked fruits or vegetables, “take-out” food, or food prepared to be consumed off the Food Service Establishment premises. Prepared Food does not include any uncooked meat, fish or poultry.; (j) “Recyclable” means items deemed acceptable within the City’s recycling collection program as determined by the Director of Public Works and identified on the City’s website. (i) "Recyclable Plastics" include any plastic which can be accepted for recycling or composting by the City's municipal recycling program. For purposes of this Chapter, Recyclable Plastic does not include any expanded Plastic Foam labeled with recycling symbol #6, or any other Plastic Foam made with other plastic resins; (j)(k) “Retail Service Establishment” shall have the same meaning as Retail Service as defined in Title 18 of this Code. (l) “Reusable Foodware” means a Foodware Item made of durable materials and designed to be used repeatedly with a useful life greater than one year. 5.30.020 Prohibition on the use of expanded plastic foam products and non-recyclable plastic. (a) Except as provided by Section 5.30.030, Food Service Establishments are prohibited from providing Prepared Food in Disposable Food Service Containers made from Plastic Foam or other non-recyclable plastic Non-Recyclable Plastic.; Attachment A Not Yet Adopted 2019061701 4 (b) Except as provided by sSection 5.30.030, Retail Service Establishments are prohibited from selling, leasing or otherwise providing Plastic Foam Products.; (c) Except as provided by section 5.30.030, all City facilities and vendors at City sponsored events or City owned facilities are prohibited from using Disposable Food Service Containers, packaging or other products made from Plastic Foam or Non-Recyclable Plastic.; (d) Nothing in this Ordinance Section shall be interpreted to restrict the use or sale of any form of fiber or paper disposable food service container, or the use of any form of biodegradable or plastic food service container meeting ASTM Standards or other products authorized by Administrative Regulation. 5.30.025 Limitation on the use of Disposable Foodware Items and other Disposable products. Effective January 1, 2020: (a) Food Service Establishments are prohibited from providing the following Disposable Foodware Items: 1. Plastic straws 2. Plastic utensils (e.g., forks, knives, spoons, sporks, chopsticks) 3. Plastic drink stirrers, drink plugs, and other drink accoutrements such as novelty cocktail accessories 4. Plastic food picks and toothpicks (b) Food Service Establishments, City Facilities, and vendors at City-sponsored events shall provide the following Foodware Items only if they are Reusable or Compostable: 1. Straws 2. Utensils (e.g., forks, knives, spoons, sporks, chopsticks) 3. Drink stirrers, drink plugs, and other drink accoutrements such as novelty cocktail accessories 4. Food picks and toothpicks (c) Food Service Establishments shall provide permitted Disposable Foodware Items, other than Food Service Containers, only upon customer request or at a self-serve station. (d) Food Service Establishments shall provide a printed receipt only at the request of the customer. Attachment A Not Yet Adopted 2019061701 5 5.30.030 Exemptions. (a) The following exemptions shall apply: (i) Foods prepared or packaged outside the City of Palo Alto are exempt from the provisions of this Chapter. Purveyors of food prepared or packaged outside the City of Palo Alto are encouraged to follow the provisions of this Chapter. (ii) The Director of Public Works, or his/her designee, may exempt a Food Service Establishment, Retail Service Establishment or City Ffacility/vendor from the requirements of this Chapter for a period of up to one year, if the applicant for such exemption can demonstrate that the conditions of this Chapter would cause an undue hardship. An "undue hardship" includes, but is not limited to situations unique to the applicant where there are no reasonable alternatives to Plastic Foam Products or Nnon-recyclable Pplastic Disposable Food Service Containers and compliance with this Chapter would cause significant economic hardship to that applicant, or cause them to be deprived of a legally protected right. (iii) A Food Service Establishment, Retail Service Establishment or City Facility/vendor seeking an exemption application shall include all information necessary for the City to make its decision, including but not limited to documentation showing the factual support for the claimed exemption. The Director may require the applicant to provide additional information to permit the Director to determine facts regarding the exemption application. (iv) Emergency Supplies and Service Procurement. City Facilities, Food Service Establishments, Retail Service Establishments, City contractors and vendors doing business with the City shall be exempt from the provisions of this Chapter, in a situation deemed by the City Manager to be an emergency for the immediate preservation of the public peace, health or safety. (v) Nothing in this Chapter shall restrict, or be construed to restrict, the availability of single-use plastic straws to individuals who may require and request the use of single-use plastic straws due to disability or other medical or physical conditions or circumstances. It shall not be a violation of this Chapter for any Food Service Establishment, City Facility or City-sponsored event vendor to provide single-use plastic straws to such individuals who request plastic straws. 5.30.040 Reserved Operative dates. All Food Service Establishment, Retail Service Establishments and City facilities and vendors must comply with the requirements of this Chapter by March 1, 2016. Attachment A Not Yet Adopted 2019061701 6 5.30.050 Severability. If any provision or clause of this Chapter is held to be unconstitutional or otherwise invalid by any court of competent jurisdiction, such invalidity shall not affect other provisions of this Chapter, and clauses of this Chapter are declared to be severable. 5.30.060 Enforcement and penalties. (a) The Director of Public Works or his or/ her designee shall have primary responsibility for enforcement of this Chapter. The Director of Public Works or his or her designee is authorized to promulgate regulations and to take any and all other actions reasonable and necessary to enforce this Cchapter, including, but not limited to, entering the premises of any Food Provider Service Establishment to verify compliance and the types of Recyclable and Compostable Foodware Items compostable foodware items acceptable in the City’s collection program. (b) Anyone violating or failing to comply with any of the requirements of this Chapter shall be guilty of an infraction as set forth in Chapter 1.08 of the Palo Alto Municipal Code. (c) Anyone violating or failing to comply with any of the requirements of this Chapter shall be subject to an administrative penalty or administrative compliance order as set forth in Chapters 1.12 and 1.16 of the Palo Alto Municipal Code. (d) The remedies and penalties provided in this Section are cumulative and not exclusive. 5.30.070 Construction. This Chapter is intended to be a proper exercise of the City's police power, to operate only upon its own officers, agents, employees and facilities and other persons acting within its boundaries, and not to regulate inter-city or interstate commerce. It shall be construed in accordance with that intent. SECTION 3. Section 5.35.010 of Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to read as follows: 5.35.010 Definitions. The following words and phrases, whenever used in this Chapter, shall be construed as defined in this Section: (a) “Checkout Bag” means a bag that is provided by a Retail Service Establishment at the checkstand, cash register, point of sale or other point of departure for the purpose of Attachment A Not Yet Adopted 2019061701 7 transporting food or merchandise out of the establishment. Checkout Bags do not include Produce Bags or Product Bags as defined in this Chapter. (b) “Compostable Produce Bags” means paper bags and bags made of plastic-like material if the material meets the ASTM Standard Specifications for compostability D6400 or D6868, or the product is Biodegradable Products Institute (BPI) certified, or is considered acceptable within the City’s compost collection program. (b)(c) "Food Service Establishment" means any establishment, located or providing food within the City of Palo Alto, which provides prepared and ready-to-consume food or beverages, for public consumption including but not limited to any Retail Service Establishment, eating and drinking service (as defined in Chapter Title 18), takeout service (as defined in Chapter Title 18), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to-consume food or beverages, for public consumption, whether open to the general public or limited to certain members of the public (i.e., company cafeteria for employees). (c)(d) "Produce or product Bag" means: any bag without handles provided to a customer to carry produce, meats, bulk food, or other food items to the point of sale inside a store and protects food or merchandise from being damaged or contaminated by other food or merchandise when items are placed together in a Reusable bag or Recyclable Paper Checkout Bag. i. Any bag without handles provided to a customer to carry produce meats, bulk food, or other food items to the point of sale inside a store; ii. To hold prescription medication dispensed from a pharmacy; iii. To protects food or merchandise from being damaged or contaminated by other food or merchandise when items are placed together in a reusable bag or recyclable paper checkout bag; iv. A bag without handles that is designed to be placed over articles of clothing on a hanger. (e) "Product Bag” means a bag provided to a customer to protect merchandise from being damaged or contaminated by other merchandise when items are placed together in a Reusable Bag or Recyclable Paper Checkout Bag; a bag to hold prescription medication dispensed from a pharmacy; or a bag without handles that is designed to be placed over articles of clothing on a hanger. (d)(f) "Recyclable Paper Checkout Bag" means a paper bag that meets one of the following criteria: i. Pre-approved standard. A paper bag that meets all of the following requirements: 1. Contains no old growth fiber; Attachment A Not Yet Adopted 2019061701 8 2. Is 100% recyclable overall and contains a minimum of 40% post-consumer recycled content; 3. Displays the word "Recyclable" on the outside of the bag; and 4. The manufacturer, the location (country) where manufactured and the percentage of post-consumer recycled content in an easy-to-read size font. ii. Alternative materials. The Director of Public Works or his or her designee is authorized to approve alternate materials or testing methods meeting this Section's requirements provided that the Director or designee finds that the proposed materials or testing standards satisfactorily comply with the intent, quality and effectiveness in order to meet the purposes of this Cchapter. The particulars of any approval made by the director of public works or his or her designee Director under this subsection shall be entered upon the records of the Public Works Department and a signed copy shall be furnished to the applicant. iii. Alternative standard. Any other published uniform recyclable paper bag standard as approved by the Director of Public Works or his or her designee. (e)(g) "Retail Service Establishment" means any establishment providing retail sale, rental, service, processing, or repair of items primarily intended for consumer or household use, including but not limited to the following: groceries, meat, vegetables, dairy products, baked goods, candy, and other food products; liquor and bottled goods, household cleaning and maintenance products; drugs, cards, and stationery, notions, books, tobacco products, cosmetics, and specialty items; flowers, plants, hobby materials, toys, household pets and supplies, and handcrafted items; apparel, jewelry, fabrics, and like items; cameras, photography services, household electronic equipment, records, sporting equipment, kitchen utensils, home furnishing and appliances, art supplies and framing, arts and antiques, paint and wallpaper, carpeting and floor covering, interior decorating services, office supplies, musical instruments, hardware and homeware, and garden supplies; bicycles; mopeds and automotive parts and accessories (excluding service and installation); cookie shops, ice cream stores and delicatessens. (f)(h) "Reusable Checkout Bag" shall mean a bag with handles that is specifically designed and manufactured for multiple reuse which can be washed or wiped clean and meets all of the following criteria: i. Bags with a capacity of 15 liters or greater must meet all of the following requirements: 1. To confirm durability, bags must meet EcoLogo ATP-001 standards (including future amendments or any successor legislation): a. Capacity test - minimum of 15 liters. Attachment A Not Yet Adopted 2019061701 9 b. Dynamic test - minimum of 5 sets of 300 cycles (1,500 cycles total). 2. To confirm bag thickness of 2.25 mils thick or greater, bags will be measured according to ASTM D6988-08 or ISO 4593:1993 or ISO 4591:1992 standards (for embossed film) (including future amendments or any successor legislation). 3. To confirm the absence of heavy metals causing environmental hazards upon entering the solid waste stream, state methods are to be used for preparing and for testing samples of each unique bag component following the Model Toxics in Packaging Legislation; and 4. Is either: a. Labeled in an easy-to-read sized font with the name of the manufacturer, the country of origin where manufactured, the material from which it is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals; or b. As an alternative, information about the manufacturer, the country of origin where manufactured, the material from which the bag is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals can be provided through the reporting requirements set forth under Section 5.35.030(d). ii. Reusable Bags that with a capacity of less than 15 liters must meet all of the following requirements: 1. Is 2.25 mils thick or greater as measured according to ASTM D6988-08 or ISO 4593:1993 or ISO 4591:1992 standards (for embossed film) (including future amendments or any successor legislation). 2. To confirm the absence of heavy metals causing environmental hazards upon entering the solid waste stream, state methods are to be used for preparing and for testing samples of each unique bag component following the Model Toxics in Packaging Legislation; and 3. Is either: a. Labeled in an easy-to-read sized font with the name of the manufacturer, the country of origin where manufactured, the material from which it is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals; or Attachment A Not Yet Adopted 2019061701 10 b. As an alternative, information about the manufacturer, the country of origin where manufactured, the material from which the bag is manufactured, the percentage of post-consumer recycled content, and a statement that the bag does not contain heavy metals can be provided through the reporting requirements set forth under Section 5.35.030(d). iii. Alternative materials. The Director of Public Works or his or her designee is authorized to approve alternate materials or testing methods meeting this section's requirements provided that the Director or the designee finds that the proposed materials or testing standards satisfactorily complies with the intent, quality and effectiveness in order to meet the purposes of this Chapter. The particulars of any approval made by the Director under this subsection shall be entered upon the records of the public works department Public Works Department and a signed copy shall be furnished to the applicant. iv. Alternative standard. Any other published uniform bag standard as approved by the Director of Public Works or his or her designee. (g)(i) "Single-use Plastic Checkout Bag" means any bag made predominately of plastic derived from natural gas, petroleum or a biologically-based source, such as corn or other plant sources, which is provided to a customer at the point of sale which does not meet the definition of a Reusable Checkout Bag. SECTION 4. Section 5.35.020 of Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to read as follows: 5.35.020 Types of checkout bags permitted at retail service and food service establishments. (a) Retail Service Establishments within the city of Palo Alto shall provide or make available to a customer only Reusable Bags or Recyclable Paper Checkout Bags for the purpose of carrying away goods or other materials from the point of sale, subject to the terms of this Chapter. i. Single-use Plastic Bags exempt from the Chapter include those integral to the packaging of the product, produce or Product Bags, newspaper bags, door-hanger bags, or bags sold in packages containing multiple bags intended for use as garbage, pet waste or yard waste bags. ii. Food Service Establishments within retail stores must comply with those requirements listed under Section 5.35.020(b) below.; iii. Effective January 1, 2020, Ffarmers markets shall only may provide Compostable Produce or product Bags to hold produce, meats, bulk food or bulk other food items. Attachment A Not Yet Adopted 2019061701 11 Single-use Plastic Checkout Bags, Produce Bags or Product Bags shall not be provided by farmers markets for produce or meats. charges for these bags are not required at farmers markets unless checkout bags used to hold produce or product bags are provided. (b) Effective November 1, 2013, Food Service Establishments shall provide or make available to a customer only Recyclable Paper Checkout Bags or Reusable Bags, at their discretion, for the purpose of carrying away goods or other materials from the point of sale, subject to the terms of this Chapter. i. Produce or Product Bags without handles may be used at Food Service Establishments to hold containers of food items that are free liquids such as soups or stews that might be susceptible to spilling. (c) The City of Palo Alto encourages, but does not require in-store public education and encouragement to customers about the use of Reusable Bags. In-store education for Retail Service Establishments and Food Service Establishments is available at www.cityofpaloalto.org/plastics. (d) Nothing in this Chapter prohibits customers from using bags of any type that they bring to the establishment themselves or from carrying away goods that are not placed in a bag at point of sale, in lieu of using bags provided by the establishment. (e) A Retail Service or Food Service Establishment may provide a Reusable Bag at no charge if it is distributed as part of an infrequent and limited time promotion. Infrequent and limited time promotions shall not exceed a total of 14 days in any consecutive 12 month period. SECTION 5. Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to add a new Section 5.35.035 to read as follows: 5.35.035 Use of Compostable Produce Bags at Retail Service Establishments. Effective January 1, 2020, Retail Service Establishments shall only provide Compostable Produce Bags to carry produce, meats, bulk food, or other food items to point-of-sale within the store. SECTION 6. Chapter 5.35 (Retail and Food Service Establishment Checkout Bag Requirements) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code is hereby amended to delete Section 5.35.040 as follows: 5.35.040 Reserved Delayed implementation for food service establishments. All food service establishments shall comply with the requirements of Section 5.35.020 of this Chapter beginning November 1, 2013. Attachment A Not Yet Adopted 2019061701 12 SECTION 7. 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 8. The Council finds that this Ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to CEQA Guidelines Section 15308, Actions by Regulatory Agencies for Protection of the Environment. This exemption applies to actions taken by regulatory agencies, as authorized by state or local ordinance, to assure the maintenance, restoration, enhancement, or protection of the environment where the regulatory process involves procedures for protection of the environment. The Ordinance is also exempt from CEQA pursuant to Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the Ordinance will have a significant effect on the environment. // // // // // // // // // // // // // Attachment A Not Yet Adopted 2019061701 13 SECTION 9. 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: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Public Works City of Palo Alto (ID # 10352) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval of Contract Amendments with TEA Title: Approval of Amendment Number 1 to Contract Number C19172119 With Daryl D. Jones, Inc. DBA Telecommunications Engineering Associates (TEA) for $60,000 to Provide Services to the Public Safety Building Architect and Additional Maintenance Costs for Fiscal 2019 From: City Manager Lead Department: Police Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Amendment Number 1 to Contract No. C 19172119 with Daryl D. Jones, Inc. DBA Telecommunications Engineering Associates (TEA) for $60,000 to provide services to the Public Safety Building Architect and additional maintenance costs for Fiscal Year 2019. Background Maintenance Needs TEA provides maintenance for the existing City radio system and the Fire Station Ringdown System. The existing City radio system is an analog Very High Frequency (VHF) and Ultra High Frequency (UHF) system that supports Police, Fire, OES, Animal Control, and Park Rangers. The City currently operates two VHF channels and three UHF channels. The City is migrating to a new Countywide Silicon Valley Regional Communication System (SVRCS). Public Works and Utilities personnel have been operating on the new system since November. There have been delays in migrating Police, Fire and other personnel to the SVRCS due to programming and equipment issues. In addition, installation of the new Fire Ringdown System, originally anticipated for early 2019, will not be completed until June 2019. As a result, the cost of maintaining these systems will exceed the annual contract amount of $100,000 by approximately $45,000. The Police Department will reallocate existing funds to cover the costs. The transition of all CPA radio users to the SVRCS system should be completed by the end of the 2019 fiscal year. City of Palo Alto Page 2 Provision of Information and Documentation on the Existing Communications System Public Works and the Police Department are working with RossDrulisCusenbery (RDC) Architecture to complete the design of the new Public Safety Building (PSB). RDC has engaged consultants for the communications and technology components of the PSB design. The communications consultant will need detailed information about the existing radio system infrastructure to design the radio system and equipment specifications for the new building. The City's radio system maintenance provider, TEA will be needed to provide the existing system specifications for the architect's consultant. An amendment to the TEA contract is required to add these services to the scope of work. Discussion An amendment to the TEA contract is needed to cover the cost of higher-than-anticipated maintenance of the existing radio system and fire station ringdown system that will exceed the $100,000 contract limit for fiscal 2019. An additional $45,000 is needed for this fiscal year. The Police Department will reallocate existing funds in the department budget to cover the added cost. The design of the new PSB includes complex radio components for the SVRCS system and the three legacy channels the department will maintain for redundancy and disaster recovery. The design consultant identified by the architect RDC will need the services of TEA to provide the existing specifications and requirements from those legacy channels to enable the consultant and RDC to complete the design for the PSB. TEA will charge an hourly rate of $188 with a not- to-exceed amount of $15,000. The cost will be funded from the PSB budget. Resource Impact The cost of having TEA provide existing system specifications will be charged at an hourly rate of $188 with a not-to-exceed amount of $15,000. The cost for providing the existing system specifications will be charged to the Public Safety Building Project (PE-15001). The cost of the higher-than-usual maintenance needs (beyond the annual allotment of $100,000) will not exceed $45,000. The additional maintenance costs will be absorbed by the Police Department. Policy Implications This amendment to contract is consistent with existing City policy. Environmental Review This contract is exempt from the requirements of the California Environmental Quality Act (CEQA), pursuant to Section 15301 of the CEQA guidelines. Attachments: • Attachment A - Amendment 1 Signed by TEA 06-12-2019 ATTACHMENT A City of Palo Alto (ID # 10396) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Approval to Extend the Term of Contract with Midpen Media Center for PEG Access Support Services Title: Approval of Amendment Number 3 to Contract Number C12142180 Between the City of Palo Alto (on Behalf of the Joint Powers Board) and Midpen Media Center for Public, Education and Government (PEG) Access Channel Support Services to Extend the Term to December 31, 2019 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council approve Amendment No. 3 (Attachment A) to Contract No. C12142180 between the City of Palo Alto, representing the Cable Joint Powers communities, and Midpen Media Center to extend the existing public, education and government (PEG) access support services agreement for 6-months to December 31, 2019, to allow time to complete the new arrangement for the use of PEG fees. Background A Joint Powers Agreement (JPA agreement) was entered into by the cities of Palo Alto, East Palo Alto, and Menlo Park, the Town of Atherton, and San Mateo and Santa Clara counties for the purpose of obtaining cable television services within these jurisdictions (only portions of the counties are covered). The JPA agreement gives Palo Alto the sole authority to act on behalf of the Joint Powers members and describes the scope of that authority. The City of Palo Alto’s Cable Television Ordinance provides that the City may designate a nonprofit entity to operate the Joint Powers’ PEG channels and provide PEG access support services. Midpen Media Center (formerly Mid-Peninsula Access Corporation) has served in this capacity since the early 1990’s. In this role, Midpen Media Center administers the Joint Powers’ seven 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. Palo Alto forwards PEG fee revenues from franchise holders (currently AT&T and Comcast) to Midpen Media Center in support of these services. PEG revenue, for all of the Joint Powers collectively, totals approximately $325,000 annually or 88 cents per subscriber per month. City of Palo Alto Page 2 A Cable Franchise and PEG Fee Audit (issued in May 2016) identified that Midpen Media Center had been using PEG fees for operating expenses, rather than solely for capital expenses, which is the only use permitted by federal law. The Council directed staff to work with Midpen Media Center to correct this practice, preferably in a way that enables Midpen Media Center to continue operations. Staff identified as a viable option the use of PEG fees to purchase Midpen Media Center’s video production and training facility at 900 San Antonio Road in Palo Alto. On January 28, 2019, the Council directed staff to proceed to negotiate the necessary agreements for the purchase of Midpen Media Center’s facility, using PEG fees (CMR 9804). The Council also directed staff to negotiate a new agreement between the City of Palo Alto, on behalf of the Joint Powers, and Midpen Media Center for PEG access channel support services that will conform to the terms of the facility purchase. Discussion Following Council direction, the City retained outside legal counsel to assist in the preparation of the necessary agreements. While working through this process, staff identified several complexities to a potential purchase. Under the existing JPA agreement, the Joint Powers are a “joint action committee”, not a separate legal entity. Neither the joint action committee nor Palo Alto as the administering agency is authorized under the current agreement to acquire real property on behalf of the Joint Powers. To allow for the joint acquisition of property, it would be necessary to form a new Joint Powers Authority, as a separate legal entity, with the power to acquire and hold title to real property. This would require the Joint Powers to develop and negotiate a new agreement that must be approved by the legislative bodies of each member agency. This approach would add formality and additional requirements to the Joint Powers entity under the authorizing state statute and could prove to be a lengthy process to finalize. Staff, working in conjunction with the City Attorney’s Office, has initiated discussions with the Joint Powers members on this topic. In lieu of the creation of a new Joint Powers Authority, staff is also exploring alternatives that may be less complex with the same core intent. One such alternative involves JPA member agencies using their PEG revenue to pay for their own PEG capital projects, such as a Council chambers renovation project. The member agency would then annually provide funds to Midpen Media Center as a grant, providing a stream of money to help close the gap in its operating budget without the same restrictions that apply to the use of PEG revenue. This alternative would not involve the purchase and sale of the Midpen Media Center building. Over the next several months staff will work with the Joint Powers to come to consensus on the most efficient path forward. In the meantime, to be prepared to implement either approach, staff continues to work with the City Attorney’s Office and outside counsel to prepare a Letter of Intent (LOI) outlining the material business terms that would serve as the basis for the preparation of the formal facility purchase and use agreements. City of Palo Alto Page 3 Staff recommends that the Council approve a 6-month extension to the existing PEG access support services agreement with Midpen Media Center, to December 31, 2019, to allow time to continue evaluating the most effective way to proceed and negotiate the associated agreements, make any necessary changes to the structure of the JPA, and prepare a new PEG access support services agreement that conforms to the terms of the new arrangement for the use of PEG fees. Resource Impact The extension of the Media Center agreement as recommended does not have a financial impact. The JPA receives PEG fee revenue of approximately $325,000 annually and franchise fee revenue of approximately $1.8 million annually from cable franchise holders. PEG fee revenue is being held in a separate account pending completion of the new arrangement for its use. Policy Implications The recommendations in this report are consistent with Council direction to restrict the use of PEG fees to capital costs while preserving the Media Center’s operational budget funding. Attachments: • Attachment A: Amendment No 3 Midpeninsula Community Media Center 1 of 2 Revision July 20, 2016 AMENDMENT NO. 3 TO CONTRACT NO. C12142180 BETWEEN THE CITY OF PALO ALTO ON BEHALF OF THE JOINT POWERS AND THE MIDPENINSULA COMMUNITY MEDIA CENTER, INC. FOR PUBLIC, EDUCATION AND GOVERNMENT ACCESS CHANNEL SUPPORT SERVICES This Amendment No. 3 to Contract No. C12142180 (“Contract”) is entered into June 24th, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MIDPENINSULA COMMUNITY MEDIA CENTER, INC., a California nonprofit corporation, located at 900 San Antonio Rd, Palo Alto, CA 94303 ("CONSULTANT"). R E C I T A L S A. The Contract was originally entered into between the parties on July 1st, 2011 for the provision of public, education and government access channel support services. B. On March 12, 2018 Amendment No. 1 was issued to extend the contract term to December 31, 2018 C. On December 11, 2018 2018 Amendment No. 2 was issued to extend the term to June 30, 2019 B. CITY intends to extend the term to December 31, 2019. C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2 TERM 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, 2019 unless terminated earlier pursuant to Section 19 of this Agreement.” 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 executed this Agreement on the date first above written. (Signature block on Following Page) DocuSign Envelope ID: 6BEF9074-43D6-438D-9C99-0EB883597B65 1 of 2 Revision July 20, 2016 CITY OF PALO ALTO APPROVED AS TO FORM: MIDPENINSULA COMMUNITY MEDIA CENTER, INC. DocuSign Envelope ID: 6BEF9074-43D6-438D-9C99-0EB883597B65 President Susan Purdy Pelosi City of Palo Alto (ID # 10401) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Climate/Sustainability and Climate Action Plan, Transportation and Traffic Summary Title: Approve Vendor Contract with Interline Technologies LLC for $184,040 to Develop a Commuter Wallet Title: Approval of Contract Number C19174653 With Interline Technologies LLC, for Software Development Services and Creation of the Commuter Wallet in Accordance With the Fair Value Commuting Project in Cooperation With the Federal Transit Administration for a Not-to-Exceed Amount of $184,040 From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council approve the attached contract with Interline Technologies LLC, to provide professional services for the creation of a Commuter Wallet Software, for a not-to- exceed amount of $184,040 for a period of up to one year. Background On January 9, 2017, Staff Report “Authorize City Manager to execute and file an application for $1.085M FTA Mobility Grant” (CMR No. 7618) was put before Council on consent. The staff report requested a resolution authorizing the City Manager to execute and file an application on behalf of the City of Palo Alto to the Federal Transit Administration (FTA) for the management of and participation in a research and development grant award to enhance and evaluate a comprehensive technology/policy solution called Fair Value Commuting (FVC). This research project is designed to advance the strategic objectives of assessing and piloting mobility strategies to reduce congestion, reduce emissions and improve access to effective mobility options. Executing and filing this application allowed Staff to reach a Cooperative Agreement1 with the FTA. Staff agreed to return to Council once it reached a Cooperative 1 With a cooperative agreement, FTA program management and the grantee cooperatively resolve issues. This may include re-negotiating the statement of work. If evaluation metrics are not met, this is noted in the final report, but there is no penalty. See: https://www.purdue.edu/business/sps/pdf/Grant_vs_Contract.pdf" 28 City of Palo Alto Page 2 Agreement. Council approved this in Resolution No. 9659. Staff is now returning to Council with a vendor contract that has been developed. Discussion City Council authorized the City Manager to enter into a Cooperative Agreement with the FTA to execute the FVC Cooperative Agreement. On February 15, 2017, the City entered into this agreement (Attachment A). The key project partners for this grant consist of software vendors, a policy vendor, an equity partner as well as the principal investigator. Staff is now ready to execute a vendor contract with its key software vendor for the Commuter Wallet. This staff report recommends approving the contract for the software vendor for the Commuter Wallet, Interline Technologies LLC. The Commuter Wallet is one of five components of the City’s FVC grant. This technology demonstration and policy research project, which is funded by the Federal Transit Administration’s (FTA) Mobility on Demand (MOD) Sandbox program, is designed to provide a flexible learning environment to pilot mobility strategies to reduce congestion, reduce emissions, and improve access to effective mobility options. The Commuter Wallet is a key component of the FVC grant. The Commuter Wallet software platform will attempt to maximize convenience for commuters to plan, compare, and pay for intermodal trips using a single point of interface. The Commuter Wallet will integrate with enterprise backend systems to receive and store various commuter benefits and incentive programs and present them seamlessly to commuters. The goal is to make it easier for users to commute by non-single-occupant vehicle (SOV) travel by providing them with one user-facing platform that integrates all trip planning, booking, payment, and validation functions, benefits, and incentives. The required services and performance conditions are described in the Scope of Work (or Services) section of the vendor contract (Attachment B). On March 18, 2019 the City issued a Request for Proposals. The City held a pre-bid conference on March 28, 2019, closed the RFP on April 12, 2019 and held interviews with three responsive bidders on April 17, 2019. The City created an evaluation committee consisting of seven internal and external mobility and software experts who evaluated the proposals. Through the process, the City has selected Interline Technologies LLC as the vendor. Interline serves both the public sector (public transit agencies and transportation authorities) as well as the private sector (private mobility providers and transportation tech startups). They have deep experience in public transit, transportation planning, travel behavior, and emerging mobility options. Interline’s staff have years of experience building and deploying open-source City of Palo Alto Page 3 software for transportation and geographic applications at Mapzen (the mapping R&D division of Samsung). Interline provides technical services and know-how to a range of transportation providers and planners: Oregon Department of Transportation (ODOT), Vermont Agency of Transportation (VTrans), Scoot Networks, The World Bank, Trillium Solutions, Los Angeles County Metropolitan Transportation Authority (LA Metro), the Metropolitan Transportation Commission (MTC), Pacific Gas and Electric (PG&E), and Cambridge Systematics, among other clients. Interline has clearly articulated the City’s goals for the project and provides the best implementation approach. This vendor is willing to commit to a 20% match per the FTA’s requirements. Resource Impacts FTA grant funding in the amount of $780,000 was recognized and appropriated in the City Manager’s Office as part of the FY 2019 Adopted Operating Budget to fund and execute the Fair Value Commuting Cooperative Agreement. An additional $260,000 in grant revenue is anticipated in the FY 2020 budget. The grant funding will be used for the Commuter Wallet Software Vendor of $184,040 recommended in this staff report. The grant also funds the project manager and partner staff from Prospect Silicon Valley who will manage the contract to reduce workload impact on City staff. Policy Implications The recommendation in this report does not represent a change in City policies. Environmental Review The recommendation in this report does not constitute a project requiring review under the California Environmental Quality Act. Attachments: • Attachment A - FTA Cooperative Agreement • Attachment B - Contract No. C19174653 Agreement Between the City of Palo Alto and Interline Technologies LLC DOT FTA U.S. Department of Transportation Federal Transit Administration Award Federal Award Identification Number (FAIN) CA-2017-020-00 Temporary Application Number 2303-2017-1 Award Name Bay Area Fair Value Commuting (FVC) Demonstration Project Award Status Obligated / Ready for Execution Award Budget Number 0 Part 1: Recipient Information Name: PALO ALTO, CITY OF Recipient ID Recipient OST Type Recipient Alias Recipient DUNS 2303 City CITY OF PALO ALTO 050520782 Location Type Address City State Zip Headquarters 250 HAMILTON AVE PALO ALTO CA 94301 Physical Address 250 HAMILTON AVE PALO ALTO CA 94301 Mailing Address P. O. BOX 10250 PALO ALTO CA 94303 Union Information There are no union contacts for this application Part 2: Award Information Title: Bay Area Fair Value Commuting (FVC) Demonstration Project FAIN Award Status Award Type Date Created Last Updated Date From TEAM? CA-2017- 020-00 Obligated / Ready for Execution Cooperative Agreement 1/17/2017 1/17/2017 No Award Executive Summary The Bay area Fair Value Commuting (FVC) Demonstration Project is a Mobility on Demand (MOD) research and demonstration project. In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives, this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single occupancy vehicle (SOV) commute share from 75% to 50%. The demonstration project's technology/policy solution is called Fair Value Commuting and consists of five components. • Enterprise Commute Trip Reduction (ECTR) software. • Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application. • A revenue-neutral workplace parking feebate. • Gap Filling analytics; and • Reduction of systemic obstacles to transit use. The total eligible project cost is $1,356,250. The federal funding will include $329,842 in FY14, and $755,158 in FY 16 Section 5312 funding for a total federal participation of $1,085,000. These funds will be matched with $271,250 in local cost share. Attachments to this application include the project’s Statement of Work (SOW). This application includes funds for Research and/or Development activities. Federal Role: The FTA will actively participate in the project activities by directing activities, attending review meetings, commenting on technical reports, and maintaining frequent contact with the local project manager. FTA reserves the right to re-direct project activities and funding for the project supported under this Award and their related activities. Recipient Role: The City of Palo Alto, along with its project partners, will manage the project as outlined in the attached statement of work including, preparing technical, status, and financial reports; and submitting deliverables. Special Conditions: The recipient will ensure the project team cooperates and provides support to the independent evaluator, as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD sandbox project team provides the independent evaluator qualitative and/or quantitative data as specified in the evaluation plan. The recipient will develop a plan for how the project will address accessible and equitable mobility service for all travelers and will address in particular how the project will provide equivalent service for all travelers as required by U.S. DOT ADA regulations. The recipient will coordinate with FTA any significant media relations and community outreach directly related to the MOD Sandbox program. The local share of this award may be deferred as necessary, consistent with the project milestone schedule. The recipient will be reimbursed for actual costs, as detailed in the project milestone schedule and project budget. The Recipient agrees that it will maintain adequate cost records to support any payment request, and that the payment requested will not exceed the Federal share of the costs actually incurred for the milestone. The Recipient shall comply with the requirements of FTA Circular 6100.1E, “Research, Technical Assistance and Training Program: Application Instructions and Program Management Guidelines.” The Recipient is responsible for awarding or managing any third party contracts or partnering arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1F, “Third Party Contracting Requirements.” Delinquent Federal Debt No, my organization does not have delinquent federal debt. Requires E.O. 12372 Review No, this application does not require E.O. 12372 Review. Subject to Pre-Award Authority Yes, this application is subject to Pre-Award Authority. Will this Grant be using Lapsing Funds? No, this Grant does not use Lapsing Funds. Frequency of Milestone Progress Reports (MPR) Quarterly Frequency of Federal Financial Reports (FFR) Quarterly Award Point of Contact Information First Name Last Name Title E-mail Address Phone Christina Gikakis Christina.Gikakis@dot.gov (202) 366-2637 Gil Friend Chife Sustainability Officer gil.friend@cityofpaloalto.org 650-329-2447 Award Budget Control Totals Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 Award Budget Project Number Budget Item FTA Amount Non-FTA Amount Total Eligible Amount Quantity CA- 2017- 020-01- 00 550- 00 (550- A1) Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0 CA- 2017- 020-01- 00 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL $32,000.00 $8,000.00 $40,000.00 0 CA- 2017- 020-01- 00 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0 Earmark and Discretionary Allocations Earmark ID Earmark Name Amount Applied D2017-MODD-004 Bay Area Fair Value Commuting Demonstration (Palo Alto) $755,158 D2017-MODD-003 Bay Area Fair Value Commuting Demonstration (Palo Alto) $329,842 Sources of Federal Financial Assistance PO Number Project Number Scope Name Scope Number Scope Suffix UZA Code Area Name Account Class Code FPC Description Amendment Amount Cumulative Amount CA-26- 1013 CA- 2017- 020-01- 00 Research Projects 550-00 (550) A1 060000 California 2014.23.26.TD.1 01 Tech demonstration &deployment $329,842 $329,842 CA-26- 1013 CA- 2017- 020-01- 00 Research Projects 550-00 (550) A2 060000 California 2016.25.26.TD.2 01 Research, Development, Demonstration, and Deployment $755,158 $755,158 Part 3: Project Information Project Title: Bay Area Fair Value Commuting (FVC) Demonstration Project Project Number Temporary Project Number Date Created Start Date End Date CA-2017-020-01-00 2303-2017-1-P1 1/17/2017 10/13/2016 7/1/2019 Project Description The FVC demo project will demonstrate how technology can aid in reducing traffic congestion. The project will take place in Silicon Valley, which has one of the highest congestion levels in the nation; and will span approximately two years. The demo project will be lead by the City of Palo Alto in conjunction with Joint Venture Silicon Valley. Project Benefits Key FVC benefits on a Regional scale are: • Creates $670M/year of new transit, biking, carpool, and mobility service funding out of thin air (equivalent to a half-cent sales tax). • Benefits lower income workers more than higher income workers. • Reduces 1M car trip/day, 1.3M tons/GHG/year, 3.4B VMT/year at a “negative cost” of $558/ton GHG reduced. • Creates a large new pro-transit voting constituency Additional Information The FVC demonstration project's Statement of Work (SOW) is attached to this grant application. Location Description The demonstration project will take place in the San Francisco, California, Bay Area, specifically Silicon Valley. Project Location (Urbanized Areas) UZA Code Area Name 060000 California Congressional District Information State District Representative California 18 Anna Eshoo California 17 Ro Khanna Project Control Totals Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 Project Budget Project Number Budget Item FTA Amount Non-FTA Amount Total Eligible Amount Quantity CA- 2017- 020-01- 00 550- 00 (550- A1) Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0 CA- 2017- 020-01- 00 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL $32,000.00 $8,000.00 $40,000.00 0 CA- 2017- 020-01- 00 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0 CA- 2017- 020-01- 00 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0 Project Budget Activity Line Items Budget Activity Line Item: 55.14.00 - MANAGERIAL,TECHNICAL & PROFESSIONAL Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.14.00 MANAGERIAL,TECHNICAL & PROFESSIONAL PERSONNEL 0 Extended Budget Description This line item is for City of Palo Alto staff and internal resources to support grant project. Will 3rd Party contractors be used to fulfill this activity line item? No, 3rd Party Contractors will not be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $32,000 Local $0 Local/In-Kind $8,000 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $40,000 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start date is date of Letter of No Prejudice issued for the project, and beginning of initial project activities. Estimated completion date is estimated date project activities will be completed. End Date 7/1/2017 End date is end of project activities. Budget Activity Line Item: 55.54.00 - OTHER Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.54.00 OTHER CONTRACTUAL 0 Extended Budget Description This line item covers 3rd party support products and services such as travel, equipment, supplies, and project support consulting services. Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $48,000 Local $0 Local/In-Kind $12,000 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $60,000 Milestone Name Est. Completion Date Description Completion Date 7/1/2019 This milestone covers project support provided through 3rd party vendors, project travel, supplies, and equipment. Start Date 10/13/2016 The start date of this milestone is the date of the Letter of No Prejudice issued for the project on 10/13/2016. Budget Activity Line Item: 55.74.00 - OTHER PROJECT COSTS Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0 Extended Budget Description This activity line item covers work performed by project "Key Partners" as listed in the City's Project Proposal responding to Federal Register / Vol. 81, No. 85 / Tuesday, May 3, 2016 "Public Transportation Innovation Funding Opportunity; Mobility on Demand (MOD) Sandbox Demonstration Program". Specifically paragraph "C. Eligibility Information" of this Federal Register Notice indicates among other things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a noncompetitive award by the applicant to provide goods or services described in the application." Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $249,842 Local $0 Local/In-Kind $62,461 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $312,303 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start date is date of Project Letter of No Prejudice 10/13/2016. End Date 7/1/2019 End date is completion of project activities. Budget Activity Line Item: 55.74.00 - OTHER PROJECT COSTS Scope Name / Code Line Item # Custom Item Name Activity Quantity Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0 Extended Budget Description This activity line item covers work performed by project "Key Partners" as listed in the City's Project Proposal responding to Federal Register / Vol. 81, No. 85 / Tuesday, May 3, 2016 "Public Transportation Innovation Funding Opportunity; Mobility on Demand (MOD) Sandbox Demonstration Program". Specifically paragraph "C. Eligibility Information" of this Federal Register Notice indicates among other things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a noncompetitive award by the applicant to provide goods or services described in the application." Will 3rd Party contractors be used to fulfill this activity line item? Yes, 3rd Party Contractors will be used for this line item. Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $188,790 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $943,948 Milestone Name Est. Completion Date Description Start Date 10/13/2016 Start Date is the date of the Project's Letter of No Prejudice. End Date 7/1/2019 End Date is date of completion of project activities. Project Environmental Findings Finding: Class II(c) - Categorical Exclusions (C-List) Class Level Description Class II(c) consists of projects called categorical exclusions (CEs) which are known not to have, either individually or cumulatively, a significant environmental impact on the human or natural environment and are therefore categorically excluded from the requirement to prepare an environmental assessment or an environmental impact statement. Class II(c) does not require documentation. Categorical Exclusion Description Type 04: Planning and administrative activities which do not involve or lead directly to construction, such as: training, technical assistance and research; promulgation of rules, regulations, directives, or program guidance; approval of project concepts; engineering; and operating assistance to transit authorities to continue existing service or increase service to meet routine demand. Date Description Date Class IIc CE Approved 1/9/2017 Part 4: Fleet Details No fleet data exists for this application. Part 5: FTA Review Comments FTA Review Internal Comments Comment By Christina Gikakis Comment Type Environmental Concurrence Date 1/18/2017 Comment This project has a categorical exclusion. Comment By Christina Gikakis Comment Type Technical Concurrence Date 1/18/2017 Comment The Project Manager has reviewed and approved this application and submits it for approval. Comment By Gwo-Wei Torng Comment Type Operations Concurrence Date 2/9/2017 Comment Comment By Jamie Pfister Comment Type Planning Concurrence Date 2/9/2017 Comment Selected as part of 2016 MOD Sandbox; ready for award of these funds previously announced in Oct 2016. Comment By Stephen Pereira Comment Type Legal Concurrence Date 2/10/2017 Comment Comment By Vincent Valdes Comment Type RA Concurrence Date 2/10/2017 Comment Part 6: Agreement UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION FEDERAL TRANSIT ADMINISTRATION COOPERATIVE AGREEMENT (FTA C-23, October 1, 2016) On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA) official sign this Cooperative Agreement, FTA has obligated and awarded federal assistance as provided below. Upon execution of this Cooperative Agreement by the Recipient named below, the Recipient affirms this FTA Award, enters into this Cooperative Agreement with FTA, and binds its compliance with the terms of this Cooperative Agreement. The following documents are incorporated by reference and made part of this Cooperative Agreement: (1) "Federal Transit Administration Master Agreement," FTA MA(23), October 1, 2016, http://www.fta.dot.gov, (2) The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and provided to FTA, and (3) Any Award notification containing special conditions or requirements, if issued. WHEN THE TERM “FTA AWARD” OR “AWARD” IS USED, EITHER IN THIS COOPERATIVE AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, “AWARD” ALSO INCLUDES ALL TERMS AND CONDITIONS SET FORTH IN THIS COOPERATIVE AGREEMENT. FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS COOPERATIVE AGREEMENT WITHIN 90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN. FTA AWARD Federal Transit Administration (FTA) hereby awards a Federal grant as follows: Recipient Information Recipient Name: PALO ALTO, CITY OF Recipient ID: 2303 DUNS No: 050520782 Award Information Federal Award Identification Number: CA-2017-020-00 Award Name: Bay Area Fair Value Commuting (FVC) Demonstration Project Award Executive Summary: The Bay area Fair Value Commuting (FVC) Demonstration Project is a Mobility on Demand (MOD) research and demonstration project. In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives, this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single occupancy vehicle (SOV) commute share from 75% to 50%. The demonstration project's technology/policy solution is called Fair Value Commuting and consists of five components. • Enterprise Commute Trip Reduction (ECTR) software. • Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application. • A revenue-neutral workplace parking feebate. • Gap Filling analytics; and • Reduction of systemic obstacles to transit use. The total eligible project cost is $1,356,250. The federal funding will include $329,842 in FY14, and $755,158 in FY 16 Section 5312 funding for a total federal participation of $1,085,000. These funds will be matched with $271,250 in local cost share. Attachments to this application include the project’s Statement of Work (SOW). This application includes funds for Research and/or Development activities. Federal Role: The FTA will actively participate in the project activities by directing activities, attending review meetings, commenting on technical reports, and maintaining frequent contact with the local project manager. FTA reserves the right to re-direct project activities and funding for the project supported under this Award and their related activities. Recipient Role: The City of Palo Alto, along with its project partners, will manage the project as outlined in the attached statement of work including, preparing technical, status, and financial reports; and submitting deliverables. Special Conditions: The recipient will ensure the project team cooperates and provides support to the independent evaluator, as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD sandbox project team provides the independent evaluator qualitative and/or quantitative data as specified in the evaluation plan. The recipient will develop a plan for how the project will address accessible and equitable mobility service for all travelers and will address in particular how the project will provide equivalent service for all travelers as required by U.S. DOT ADA regulations. The recipient will coordinate with FTA any significant media relations and community outreach directly related to the MOD Sandbox program. The local share of this award may be deferred as necessary, consistent with the project milestone schedule. The recipient will be reimbursed for actual costs, as detailed in the project milestone schedule and project budget. The Recipient agrees that it will maintain adequate cost records to support any payment request, and that the payment requested will not exceed the Federal share of the costs actually incurred for the milestone. The Recipient shall comply with the requirements of FTA Circular 6100.1E, “Research, Technical Assistance and Training Program: Application Instructions and Program Management Guidelines.” The Recipient is responsible for awarding or managing any third party contracts or partnering arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1F, “Third Party Contracting Requirements.” Total Award Budget: $1,356,251.00 Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $1,085,000.00 Amount of Non-Federal Funds Committed to This FTA Action (in U.S. Dollars): $271,251.00 Total FTA Amount Awarded and Obligated (in U.S. Dollars): $1,085,000.00 Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $271,251.00 Award Budget Control Totals (The Budget includes the individual Project Budgets (Scopes and Activity Line Items) or as attached) Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 (The Transportation Development Credits are not added to the amount of the Total Award Budget.) Project Information Project Number Project Title Project Description CA-2017- 020-01-00 Bay Area Fair Value Commuting (FVC) The FVC demo project will demonstrate how technology can aid in reducing traffic congestion. The project will take place in Silicon Demonstration Project Valley, which has one of the highest congestion levels in the nation; and will span approximately two years. The demo project will be lead by the City of Palo Alto in conjunction with Joint Venture Silicon Valley. Project Funding Summary Funding Source Section of Statute CFDA Number Amount 49 USC 5312 - Research, Development, Demonstration, Deployment 5312 20514 $329,842 49 USC 5312 - (FAST) Public Transportation Innovation 5312-1 20514 $755,158 Local $0 Local/In-Kind $271,251 State $0 State/In-Kind $0 Other Federal $0 Transportation Development Credit $0 Total Eligible Cost $1,356,251 U.S. Department of Labor Certification of Public Transportation Employee Protective Arrangements: Original Certification Date: TERMS AND CONDITIONS Special Conditions There are no special conditions. Awarded By: Jamie Pfister Supervisor FEDERAL TRANSIT ADMINISTRATION U.S. DEPARTMENT OF TRANSPORTATION Contact Info: Award Date: 2/15/2017 1:40 PM GMT+00:00 EXECUTION OF THE COOPERATIVE AGREEMENT There are several identical counterparts of this Cooperative Agreement in typewritten hard copy. Each counterpart is: (1) Fully signed in writing by the duly authorized officials of FTA or the Federal Government and the Recipient, and (2) Deemed to be an original having identical legal effect. Upon full execution of this Cooperative Agreement by the Recipient, the Effective Date will be the date FTA or the Federal Government awarded Federal assistance for this Cooperative Agreement. By executing this Cooperative Agreement, the Recipient intends to enter into a legally binding agreement in which the Recipient: (1) Affirms this FTA Award, (2) Adopts and ratifies all of the following information it has submitted to FTA: (a) Statements, (b) Representations, (c) Warranties, (d) Covenants, and (e) Materials, (3) Consents to comply with the requirements of this FTA Award, and (4) Agrees to all terms and conditions set forth in this Cooperative Agreement. Executed By: PALO ALTO, CITY OF Professional Services Rev. April 27, 2018 1 CITY OF PALO ALTO CONTRACT NO. C19174653 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND INTERLINE TECHNOLOGIES LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 24th day of June, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INTERLINE TECHNOLOGIES LLC, a California Limited Liability Company, located at 556 S. El Camino Real, San Mateo, CA 94402 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to produce a “Commuter Wallet” software platform that will attempt to maximize convenience for commuters to plan, compare, and pay for intermodal trips using a single point of interface (“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. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2019, 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 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 2 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 One Hundred Eighty Four Thousand Forty Dollars ($184,040.00). 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 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 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 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. 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: LabZero 77 Battery Street, Suite 400 San Francisco, CA 94111 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 4 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Drew Dara- Abrams 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 Hillary Rupert, City Manager’s Office, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 496-6965. 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 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 5 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 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 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 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 packaging. A copy of this policy is on file at the Purchasing Division’s office. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 8 (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 4.62.30 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 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 9 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 10 CONTRACT No. C19174653X 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 APPROVED AS TO FORM: CONSULTANT Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E” FTA REQUIREMENTS EXHIBIT “F” INFORMATION PRIVACY POLICY (IPP) EXHIBIT “G” VENDOR CYBERSECURITY TERMS AND CONDITIONS DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Principal Drew Dara-Abrams Professional Services Rev. April 27, 2018 11 EXHIBIT “A” SCOPE OF SERVICES Requirements As detailed below, CONSULTANT will collaborate with CITY and its partners to design and develop the Commuter Wallet prototype. CONSULTANT will deploy the Commuter Wallet to staff at up to six partner sites for prototype use. 1. Responsive web application 1.1. The Commuter Wallet will be accessible to users on both desktops and smartphones. 1.2. Sign-in will be provided to authorized users via a “magic link” sent by email. 1.3. The Commuter Wallet will provide users a usable and attractive interface for reviewing commute options, planning and mapping trips from home to work locations, and providing feedback on which commute options they use. 1.4. The Commuter Wallet will communicate securely (HTTPS) with cloud services hosted by CONSULTANT. 2. Intermodal Trip Planning 2.1. Customize and deploy OpenTripPlanner (OTP), an open-source routing engine capable of intermodal trip planning and many route optimization criteria. 2.2. Customize and deploy Pelias, an open-source geocoder used for searching for start/origin and end/destination locations. 2.3. Data to include in Intermodal Trip Planning service (either in OTP or new API): 2.3.1. Public transit: Static and real-time feeds 2.3.2. Ridehail: Lyft and/or Uber APIs to show availability and/or “deep links” 2.3.3. Taxi: GTFS-flex feeds to be created by hand (only if identified as useful during Design Sprint) 2.3.4. Car rental: Zipcar, Getaround, and/or Enterprise APIs to map nearby available cars and/or “deep links” 2.3.5. Carpool: Scoop and/or Waze Carpool APIs or “deep links” 2.3.6. Parking lots and garages: map using OpenStreetMap 2.3.7. Commuter benefits, incentives, and disincentives specific to each pilot partner stored in RideAmigos 3. Payments and Incentives 3.1. Commuter Wallet will provide “deep links” to any commute options that allow such integrations. 3.2. The Commuter Wallet will display available employer-offered incentives to end users for each applicable trip plan. 3.3. When possible, the Commuter Wallet will log which options users select and book. 4. Integration with RideAmigos 4.1. Collaborate with RideAmigos staff to integrate the two systems. During Task 1.2, we will identify the means of integration: either data extract files in a standard format (e.g., CSV or JSON) or web service APIs. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 12 5. Usage Analytics and Reporting 5.1. Generate periodic aggregate reports as well as detailed, disaggregated raw datasets to help the project team evaluate the use and effectiveness of commute benefits, incentives, disincentives. 5.2. Analytics to include: 5.2.1. App usage by users. 5.2.2. Travel behavior: Users will be asked which commute options they used. To be further researched and specified during the Design Sprint. 5.2.3. Transactions with RideAmigos platform 5.3. Testing and error reporting: bug fix reports, notification of API failures between platforms, communications failures with transport services, downtime notifications, uptime monitoring and reporting 5.4. User feedback collected through app or through direct user interaction with vendor. Tasks/Services 1. Design Sprint 1.1. Pre-work by CONSULTANT and Lab Zero staff: assemble project materials, discuss relevant past projects, assemble examples/visuals/inspiration, plan agenda. 1.2. Pre-work with CITY project managers: Inventory available data sources from CITY sites, from RideAmigos, and external partners (e.g., Lyft, Uber, Zipcar). 1.3. Week-long Design Sprint. Sponsors and any stakeholders may participate. The Design Sprint will produce a series of "artifacts" that shape the rest of the project: user journey/flow maps, wireframes, and user personas. These artifacts will serve as common reference points for all CONSULTANT and Lab Zero staff working on the project. 1.4. Post-work to finalize artifacts and plan development “sprints” (for Task 2). 2. Develop the Commuter Wallet 2.1. Develop and deliver a “minimally viable product” (MVP) for internal testing by CONSULTANT’s team and CITY project managers. This MVP will implement the most important user flows/stories and data integrations identified in the Design Sprint. This will allow engineers and designers to test full integrations, and to demo progress to clients. Note that initial MVP demos may prioritize functionality over attractiveness — that is, it will be important for clients to consider both the demo and the design artifacts. The engineers will defer “fit and finish” polish to later sprints, and prioritize the most important and risky parts of the coding process in earlier sprints. 2.2. Continue development on the Commuter Wallet MVP using agile sprints. Engineering and design team will regularly demonstrate progress to the CITY’s project managers, to ensure requirements are being met. Based on progress and findings, CONSULTANT team may propose changes to specific requirements; CITY’s project managers may approve requirements changes in writing. 3. Integrate and test the Commuter Wallet with data sources DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 13 3.1. Validate the integrations and initial deployments of the Commuter Wallet. We plan to begin deploying as soon as possible, with a single employer that is willing to help shape the training and deployment process. 4. Deploy Commuter Wallet to up to six pilot project sites 4.1. Scaling out the Commuter Wallet. We expect the design and code implementation to be largely stable before this point. However, engineers and designers will be on call in case adjustments are needed. The management team and principal software engineer will guide the deployment and training process at each site, following a checklist to make the process repeatable. 5. Reporting and knowledge transfer 5.1. Weekly commuter data generated from the deployed solution 5.2. Monthly data transfers to research team members 5.3. Up to three interviews on project insights 5.4. Up to two professional industry events 6. Operate and support Commuter Wallet 6.1. 3 months of production cloud hosting for the Commuter Wallet. This includes Amazon Web Services/Google Cloud Platform charges and server monitoring service. Additional Tasks/Services: Upon written approval of the CITY pursuant to the conditions for Additional Services found in Section 4 (Compensation for the Original Term) to this Agreement, CONSULTANT shall provide the following Additional Services from January 1 to June 30, 2020: 7. Continued operation, support, adjustments 7.1. Continued operations and support: Up to 6 months of production cloud hosting for the Commuter Wallet for up to 6 sites. 7.2. Continued feature development: On an as-needed, hourly basis, with work- orders provided in writing. Software Licenses The majority of software components and libraries will be existing open-source projects, licensing under OSI-approved licenses (for example: MIT and GPLv3 licenses). Additions to these existing open-source components will be contributed “upstream” and will be available to CITY under the existing open-source licenses. Original code created for Commuter Wallet user-interface customization and data integration purposes may not be appropriate for sharing publicly under an open-source license. For this code, CONSULTANT grants CITY a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, copy, modify, make derivative works of, and use the code as CITY sees fit. CONSULTANT retains copyright and the ability to reuse such code, as well. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 14 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each task within the number of days/weeks specified below. 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. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task July 2019 Aug. Sept. Oct. Nov. Dec. 2019 Jan. - June 2020 1 Design Sprint 1.1 Pre-work team research x 1.2 Pre-work data inventory x 1.3 Week-long Design Sprint x 1.4 Post-work x 2 Develop the Commuter Wallet 2.1 Minimum viable product 2.2 Full prototype 3 Integrate and test with data sources x 4 Deploy to up to 6 pilot sites x x 5 Reporting and knowledge transfer x x x 6 Operate and support x x x 7 Optional continuation 7.1 Continued operations and support optional 7.2 Continued feature development optional DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 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: NONE 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 16 EXHIBIT “C-1” SCHEDULE OF RATES Task Estimated Month of Task Delivery Task Gross Cost Interline's 20% Match Task Net Cost 1 Design Sprint 1.1 Pre-work team research July 2019 $ 3,440 $ 3,440 1.2 Pre-work data inventory July $ 3,440 $ 3,440 1.3 Week-long Design Sprint July $ 16,000 $ (4,000) $ 12,000 1.4 Post-work July $ 5,160 $ 5,160 2 Develop the Commuter Wallet 2.1 Minimum viable product August $ 50,000 $ 50,000 2.2 Full prototype August $ 50,000 $ (32,000) $ 18,000 3 Integrate and test with data sources September $ 32,000 $ 32,000 4 Deploy to up to 6 pilot sites November $ 54,000 $ 54,000 5 Reporting and knowledge transfer December $ 13,250 $ (13,250) $ - 6 Operate and support December $ 6,000 $ 6,000 Total $233,290 ($49,250) $184,040 7 Optional continuation 7.1 Continued operations and support January 2020 through June 2020 $ 12,000 $ 12,000 7.2 Continued feature development January through June 2020 TBD hourly TBD hourly DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 17 Role Typical Tasks Hourly Rate (fully loaded) Principal Project Manager Contracting, budgeting, scheduling, stakeholder engagement, team/people management, public speaking $215 Product Owner Requirements analysis, leading team meetings, leading design sprints, stakeholder engagement on subtasks, managing technical delivery of subtasks by designers and engineers $200 User Experience Designer User research/interviewing, visual and interaction design, creation of design artifacts, collaboration with engineers $200 Principal Software Engineer Designing technical architectures, evaluating software libraries and components, managing cloud services, setting project engineering standards, leading code reviews $200 Full-stack Software Engineer Developing back-end (service) and front-end (user interface) code, writing automated tests, using and customizing existing libraries and components, collaborating with designers $185 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 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 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 PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. 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. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 19 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 DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 Professional Services Rev. April 27, 2018 20 EXHIBIT E FTA REQUIREMENTS CONSULTANT agrees to follow all federal laws and regulations, including applicable provisions of the Federal Transit Administration’s (FTA) Master Agreement, as updated by the FTA from time to time. This includes adhering to those sections of the Master Agreement in which Third Party Participants or Third Party Contracts are required to comply with or contain, respectively. These provisions include, but are not limited to, the following sections of the FTA Master Agreement, dated October 1, 2017, and as may be updated by the FTA, and are made part of this Exhibit by reference: Section 3.i.(6) Notice to Third Party Participants. Section 4.a. Standards of Conduct. Section 4.b. Debarment and Suspension. Section4.d. Lobbying Restrictions. Section4.g. Trafficking in Persons. Section 7.b. Eligible Costs. Section 9.a. Types of Records. Section 9.c. Access to Recipient and Third Party Participant Records. Section 9.d. Access to the Sites of Performance. Section 9.e. Closeout. Section 12. Civil Rights. (the entire section). Section 16.d(7). Clean Air Act and the Federal Water Pollution Control Act, as amended. Section 16.d(9). Byrd Anti-Lobbying Amendment. Section 16.s. Access to Third Party Contract Records. Section 24.b. Awards Not Involving Construction (Employee Protections) Section 24.c. Awards Involving Commerce Section 26. Environmental Protections (entire section). Section 35.b. Alcohol Misuse and Prohibited Drug Use. Section 36. Protection of Sensitive Security and Other Sensitive Information. Section 38. Freedom of Information. As of the date of execution of this Agreement, the FTA Master Agreement can be found at: https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/funding/grantee-resources/sample-fta- agreements/114766/fta-master-agreement-fy2018.pdf DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 1 of 8 EXHIBIT "F" POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 INFORMATION PRIVACY POLICY POLICY STATEMENT The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Information and Personally Identifying Information of persons doing business wit the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, reference. referred to above, and are incorporated in this Policy by PURPOSE The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third‐party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 2 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 3 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 A. RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department‐specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐ Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud‐based’ software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 4 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 E. RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 5 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 C. METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU‐collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non‐metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non‐standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non‐City electronic portals at different intervals than with the standard monthly billing. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 6 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 Businesses and residents with such non‐standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City‐related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 7 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software‐as‐a‐Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 DocuSign Envelope ID: 87E1232D-F46E-405A-95CD-91CC38106A93 Page 8 of 8 POLICY AND PROCEDURES 1‐64/IT Revised: December 2017 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. Recommended: 12/5/2017 Director Information Technology/CIO Date Approved: 12/13/2017 City Manager Date DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 1 of 3 EXHIBIT G In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: VENDOR CYBERSECURITY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and Interline Technologies LLC (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 2 of 3 (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems, and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 City of Palo Alto Information Security Document Version: V2.7 Doc: InfoSec 110 Page 3 of 3 practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: DocuSign Envelope ID: 480C2D96-4EB3-4085-8BD2-EC18142FB240 City of Palo Alto (ID # 10282) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Amendment No. 2 to Contract C14152828 with MV Transportation Title: Approval of Amendment Number 2 to Contract Number C14152828 With MV Transportation to Extend the Term for Six Months for $216,185 to Operate the Palo Alto Free Shuttle Service on the Existing Crosstown Shuttle Route Until December 2019 From: City Manager Lead Department: Transportation Recommendation: Staff recommends that Council approve and authorize the City Manager or his designee to execute Amendment No. 2 to Contract No. C1452828 with MV Transportation to increase compensation by $216,185 for a total contract amount not to exceed $2,057,202 for the operation of the existing Crosstown Shuttle Route for up to six (6) additional months while a competitive solicitation process is conducted for these services commencing no later than 2020. Background: The Palo Alto Shuttle Program began in December 1999 and provides free shuttle bus services Monday through Friday (excluding some holidays) between the Palo Alto Transit Center and City destinations and neighborhoods. The City has two different shuttle routes which are provided by two different contractors. The Crosstown Shuttle Service is currently provided by MV Transportation and the Embarcadero Shuttle Service is provided via a contract administered by the Peninsula Corridor Joint Powers Board. This current report relates to the Crosstown Shuttle Service. The Crosstown Shuttle provides a north-south connection from the Palo Alto Transit Center to City of Palo Alto Page 2 Crescent Park, Midtown, the Charleston Road area, and several community centers, libraries, senior centers, neighborhoods, and schools in between. The north-south connection is also supported by the VTA route 35, which goes from the Palo Alto Transit Center and follows Middlefield Road to the Mountain View city limits, the San Antonio Shopping Center, and downtown Mountain View. The Crosstown Shuttle route is fully funded by the City's General Fund. The Crosstown Shuttle route was established to serve community centers and other popular destinations including the two middle schools near the Middlefield Road corridor, JLS and Greene, during their morning and afternoon bell schedules. In January 2011, the City Council approved a three-year contract with MV Transportation to provide service for the Crosstown Shuttle until February 28, 2014, which was later extended until June 20, 2014. On June 23, 2014, following a Request for Proposals (RFP) competitive process, City Council approved a new three-year contract with MV Transportation for the provision of services through June 30, 2017. On May 15, 2017, the City Council approved Amendment No. 1 to extend the term to June 30, 2019 and increase compensation by $625,980 from $1,215,037 to $1,841,017 for the continuation of services. The Embarcadero Shuttle, not included in this agreement, connects the business parks on the east side of the City along Embarcadero Road to the Palo Alto Transit Center. The City currently contracts with the Peninsula Corridor Joint Powers Board (JPB/Caltrain) for the Embarcadero Shuttle, which is a part of the Caltrain peak hour commuter shuttle program. It is subsidized 43.9 percent by Caltrain. The remaining 56.1 percent is funded by the City of Palo Alto General Fund. The contract extension with MV Transportation will not impact the contract with Caltrain. Discussion: The work to be performed under the extended contract is to provide all equipment, staffing, and materials necessary to provide shuttle services for up to six (6) additional months through December 30, 2019 to continue to operate the Crosstown Route, while the City conducts a solicitation process to procure and potentially expand shuttle services. Staff recommends this extension as it will allow the City to thoroughly evaluate proposals in response to the Request for Proposals (RFP) to secure a shuttle provider able to offer consistent and reliable transit services going forward. Staff notes that the current shuttle service has experienced reliability problems. Some inconsistency issues related to inclement weather, road construction/detours, and peak period congestion. In addition, the current shuttle and bus operator labor market is very competitive, and the industry-wide challenge of driver recruitment and retention has affected availability and raises costs for service providers. Staff is taking these issues into account in the current RFP process and will examine potential vendors for their ability to address the competitive market City of Palo Alto Page 3 while maintaining reliable service at a reasonable cost. Staff will work to provide service cost benchmarks with the report back to Council as part of the RFP process in the fall. Summary of Upcoming RFP Process The last RFP for shuttle service was issued by the City in 2014. Staff released a new RFP in April 2019 and is reviewing submitted proposals now. To build in additional time to evaluate proposals and ensure no lapse in service, staff is bringing the proposed six (6)-month contract extension. Summary of Proposed Services The estimated total cost of the Crosstown Shuttle for the six (6)-month extension period is $216,185. The proposed contract amendment maintains this existing operation. More frequent service is being evaluated as part of an ongoing assessment of the shuttle program. Potential Future Service Expansions The City is looking at opportunities to implement an expanded shuttle program, based on the Palo Alto Transit Vision (2017) report shared with the City Council on August 14, 2017. (See staff report online at: https://www.cityofpaloalto.org/civicax/filebank/documents/60890). The extended contract with MV Transportation will cover the current Crosstown Route operations until a decision is made on the next shuttle provider and future service levels. This six (6)-month contract extension maintains the current service level of shuttle service and does not expand service levels. Policy Implications: This request is consistent with Council direction to continue the existing Palo Alto Free Shuttle routes. Additional potential service expansions will be brought to Council for discussion and direction as part of the procurement process that is currently underway. The following Policies and Programs from the Comprehensive Plan are directly related to this discussion: T1.3.2 Use low-emission vehicles for the Palo Alto Free Shuttle and work with transit providers, including SamTrans and VTA, to encourage the adoption of electric, fuel cell or other zero emission vehicles. Also work with private bus and shuttle providers, delivery companies and ride services. T1.6.2 Continue to work with Caltrain, Amtrak and public bus operators to expand bicycle storage on public transit vehicles and at transit hubs during both peak and off-peak hours. T-1.7 Advocate for transit providers to coordinate train, bus and shuttle schedules at multi- City of Palo Alto Page 4 modal transit stations, and other transit information centers, to enable efficient transfer among public transit modes. T1.14 Continue the Palo Alto Free Shuttle Program and work with partners to enhance service by increasing frequency and prioritizing destinations of value to the community, including health centers, parks, schools, senior centers and shopping areas and other places where residents gather. T7.4 Collaborate with transit and shuttle providers including VTA, AC Transit, SamTrans, Stanford Marguerite Shuttle, Palo Alto Free Shuttle, Dumbarton Express Bus Service and Caltrain in the provision of service that is accessible to seniors and people with disabilities. Resource Impact: The cost of the six-month extension of the contract with MV Transportation from July 1, 2019, to December 30, 2019 is $216,185. The FY 2020 Proposed Budget, tentatively scheduled for adoption by the City Council on June 17, 2019, includes sufficient funding to cover this contract amendment. Further adjustments will be brought forward for City Council approval upon the conclusion of the RFP process, as necessary. Timeline: Staff anticipates MV Transportation will provide uninterrupted operation of the Crosstown Route. Environmental Review: On August 2, 1999, the City Council approved a Negative Declaration finding the shuttle project would not result in any significant environmental impact. The current contract continues the existing shuttle service provided by the City of Palo Alto (Crosstown Service) and the proposed amendment would merely extend the term of the service. Attachments: Attachment A: C14152828 Shuttle Extension Contract Amendment No 2 (PDF) 1 Revision July 20, 2016 AMENDMENT NO. 2 TO CONTRACT NO. C14152828 BETWEEN THE CITY OF PALO ALTO AND MV TRANSPORTATION, INC. This Amendment No. 2 to Contract No. C14152828 (“Contract”) is entered into June 17, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MV TRANSPORTATION, INC. a California corporation, located at 5910 N. Central Expressway., Suite 1145, Dallas TX., 75206, Telephone (972) 391-4600 (“CONTRACTOR”). R E C I T A L S A. The Contract was entered into on July 1, 2014 between the parties for the provision of the operation of shuttle buses for CITY on the Crosstown route (including the Special School Commute Service) in accordance with the schedules and routing determined by CITY. B. On July 31, 2017, the parties entered into Amendment No. 1 to the Contract extending the term for an additional two years through June 30, 2019 and increasing compensation for the continuation C. CITY intends to extend the term by six months to December 31, 2019 and increase the compensation by $216,185.00 from $1,841,017.00 to $2,057,202.00 for the continuation of services as stated in EXHIBIT “A” SCOPE OF SERVICES in order to complete the competitive solicitation process for these services commencing 2020. D. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 3. TERM is hereby amended to read as follows: “TERM. The term of this Agreement is from July 1, 2014 to December 31, 2019 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions.” SECTION 2. Section 5. COMPENSATION FOR ORIGINAL TERM is hereby amended to read as follows: “COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not to exceed compensation for the full performance of the Services and reimbursable expenses, if any: DocuSign Envelope ID: 71BBD0C3-3008-4651-908D-873480DD57FA 2 Revision July 20, 2016 A sum calculated in accordance with the fee schedule set forth in Exhibit C, not to exceed a total maximum compensation amount of Two Million Fifty Seven Thousand Two Hundred Two dollars ($2,057,202.00). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.” SECTION 3. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this refer- ence: a. Exhibit “C” entitled “COMPENSATION”. SECTION 4. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: MV TRANSPORTATION, INC. Attachments: EXHIBIT “C”: COMPENSATION DocuSign Envelope ID: 71BBD0C3-3008-4651-908D-873480DD57FA Interim CFO Erin Niewinski 3 Revision July 20, 2016 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to Contractor, including both payment for services and reimbursable expenses, shall not exceed Two Million Two Thousand Six Hundred One dollars ($2,002,601.00). Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to City. Crosstown Shuttle Year Service Rate Est. Hours of Operation Est. Annual Cost 1 61.571 2,893 $178,123.82 2 62.620 2,893 $181,158.88 3 64.374 2,893 $186,234.30 Est. Total Cost: $545,517.00 East Palo Alto Shuttle Year Service Rate Est. Hours of Operation Est. Annual Cost 1 69.137 3,200 $221,238.18 2 68.432 3,200 $218,982.12 3 71.656 3,200 $229,298.70 Est. Total Cost: $669,519.00 CONTRACT TOTAL NOT TO EXCEED $1,215,036.00 AMENDMENT NO. 1 Crosstown and Mid-Town Shuttle YEAR SERVICE RATE EST. HOURS OF OPERATION EST. ANNUAL COST Year 4 (07/01/17 – 12/31/17) $75.996 1,961 $149,028 Year 4 (01/01/18 – 06/30/18) $78.505 1,961 $153,948 AVERAGE RATE FOR YEAR 4 $77.251 3,922 $302,976 Total for year 4 $302,976 Year 5 (07/01/18 – 06/30/19) $82.357 3,922 $323,004 Total for year 5 $323,004 Total for years 4 & 5 $625,980 Total Contract Amount Not to Exceed: $1,841,017.00 DocuSign Envelope ID: 71BBD0C3-3008-4651-908D-873480DD57FA 4 Revision July 20, 2016 AMENDMENT NO. 2 Crosstown and Mid-Town Shuttle YEAR SERVICE RATE EST. HOURS OF OPERATION EST. ANNUAL COST Year 6 (07/01/19 – 12/31/19) $86.474 2500 $216,185 Total for year 6 $216,185.00 Previous Not to Exceed Compensation $ 1,841,017.00 + $216,185.00 (additional 6 months of service) = $2,057,202 Total Contract Amount Not to Exceed: $2,057,202.00 DocuSign Envelope ID: 71BBD0C3-3008-4651-908D-873480DD57FA Certificate Of Completion Envelope Id: 71BBD0C330084651908D873480DD57FA Status: Completed Subject: Please DocuSign: C14152828 Shuttle Extension Contract Amendment No 2.doc Source Envelope: Document Pages: 4 Signatures: 1 Envelope Originator: Certificate Pages: 2 Initials: 0 Christopher Anastole AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 4/12/2019 2:53:31 PM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign Signer Events Signature Timestamp Erin Niewinski erin.niewinski@mvtransit.com Interim CFO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 205.184.80.86 Sent: 6/5/2019 3:51:50 PM Resent: 6/11/2019 1:22:57 PM Resent: 6/12/2019 1:49:21 PM Resent: 6/12/2019 3:43:54 PM Resent: 6/12/2019 4:51:59 PM Viewed: 6/13/2019 10:36:05 AM Signed: 6/13/2019 10:36:30 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 Madina Klicheva Madina.Klicheva@CityofPaloAlto.org Administrative Associate II City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/13/2019 10:36:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherry Nikzat Sherry.Nikzat@CityofPaloAlto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 6/13/2019 10:36:31 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 6/13/2019 10:36:31 AM Certified Delivered Security Checked 6/13/2019 10:36:31 AM Signing Complete Security Checked 6/13/2019 10:36:31 AM Completed Security Checked 6/13/2019 10:36:31 AM Payment Events Status Timestamps City of Palo Alto (ID # 10463) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Grade Separations Summary Title: AECOM Contract Amendment #1 for Rail Grade Separation Title: Approval of Amendment Number 1 to Contract Number C18171057 With AECOM for Continued and Expanded Services for the Connecting Palo Alto Rail Grade Separation Effort and to Increase Compensation by $1,206,126 for a Total Not-to-Exceed Amount of $2,484,786 From: City Manager Lead Department: Transportation Recommendation Staff recommends that the City Council approve and authorize the City Manager or his designee to execute Amendment No. 1 to Contract C18171057 with AECOM for continued and expanded services for the Connecting Palo Alto Rail Grade Separation (PL-17001) effort and to increase compensation by $1,206,126 for a total not-to-exceed amount of $2,484,786. Background The City Council approved a contract with AECOM to serve as the primary consultant for the Connecting Palo Alto rail grade separation project on April 16, 2018. The approved contract (C18171057), for $1,278,660, is shown with the staff report online at: https://www.cityofpaloalto.org/civicax/filebank/documents/64464. On April 22, 2019, the City Council adopted a rail work plan and addressed many other aspects of the rail grade separation project. The adopted motion from the April 22, 2019 meeting included the following item related to the contract with AECOM: D. Direct Staff to return to Council with an amendment to contract C18171057 with AECOM to reflect scope changes and extension to October 2019 for Council selection of a preferred solution; At the time, staff provided City Council with an explanation of the expected contract amendment, noting that with additional changes anticipated through the rail work plan, City of Palo Alto Page 2 the City Council could expect the contract amendment amount and scope to increase. The City Council adopted the rail workplan on April 22, 2019 with some additional direction given on May 13, 2019. Within the workplan, the City Council included information about what they felt was needed to get to a decision on a preferred solution in October 2019. The workplan includes things such as community engagement, City Council meeting check-ins, polling, and community meetings. The workplan also accounted for the City Council to approve a contract amendment with AECOM which reflects the City Council-adopted rail workplan and other changes to date in the AECOM contract. With the latest direction related to rail grade separation given by the City Council on May 13, 2019, staff was able to work with the consultant to finalize the proposed contract amendment attached to this report as Attachment A. Discussion The rail grade separation project is a highly dynamic process that has involved a high level of community engagement. In order to be most responsive to the needs of the community and the City Council as the project progresses, the consultant team scope of work has needed to be flexible for modification as needed. To date, this has included, for example, additional time needed to respond to community members, a robust scope of traffic analysis, and development of graphics and simulations to aid visualization of alternatives. The original AECOM contract scope of services included quite a bit of community engagement; however, the City has needed more support from AECOM for community engagement than contemplated in the scope. An example of the additional engagement needed is the Community Advisory Panel (CAP). The CAP has been instrumental in providing feedback to staff and the consultants about how to improve materials for community meetings and meetings with the City Council, as well as engaging their neighbors on project progress for Connecting Palo Alto. The CAP was not listed in the original contract scope but the City Administration (based on City Council input) saw the CAP as a vital need and contract resources were shifted to accommodate it. This proposed contract amendment formalizes many of the changes in services provided to date and to be provided as a result of City Council meetings and community meetings as well as planning for needs over the next six (6) months in preparation of a City Council decision on a preferred solution and the project summary time needed thereafter. The specific elements of the contract amendment are outlined below by task. Task 1: Project Management – the time extension of 12 months to the project schedule will extend general project management tasks required for managing all aspects of the planning effort. This task also accounts for meetings with outside agencies relevant to the project (e.g., Caltrain). Task 2: Data Collection and Investigations – this task was increased to accommodate a larger scope for the traffic analysis task related to getting more detailed information for City of Palo Alto Page 3 the Churchill Avenue area. The analysis included new peak period turning movement counts (vehicular, pedestrian and bicycles) at all study intersections and a collision analysis for the Final Existing Conditions Report. The total number of study intersections was much higher than that originally scoped in response to community requests for traffic counts at more intersections. This work has already been completed. As noted under Task 6, AECOM is switching the traffic subconsultant for the rest of the traffic mitigation analysis needed. Task 3: Technical Advisory Committee Meetings – the amendment for this task reduces the number of meetings for the Technical Advisory Committee (TAC). The reduction is to reflect the realistic number of meetings needed total. The work of the TAC is not needed at this time as staff and the consultant are often in conversations with the stakeholders involved in the TAC. Task 4: Community Engagement – continued website maintenance, the addition of CAP meetings (which were not part of the original scope), and the additional renderings required as part of the community engagement. The CAP work was already completed. The contract amendment also accounts for the upcoming work needed for the Expanded Community Advisory Panel (XCAP) including meetings and material preparation. The XCAP will have their first meeting on June 19, 2019. Task 5: Identify Alternatives for Analysis – no change to this task. Task 6: Identify Recommended Alternatives – there are substantive amendments to this task which include: • Clarification in the number of alternatives being examined and to what degree. This modification accounts for the alternatives the City Council has removed from consideration (such as the Citywide tunnel) as well as those that have been recently added for study (such as the Churchill viaduct and the two variations for the South Palo Alto tunnel). • More detail on the additional traffic analysis to be done. This revised task clarifies how the traffic analysis should be conducted related to the alternative of a Churchill Ave. closure. It also defines additional traffic mitigation study needed for neighboring streets in the Churchill Ave. closure alternative. This task also reflects staff and the AECOM team having negotiated a substitution in traffic subconsultant to Hexagon Transportation Consultants, Inc. • An explanation of what will be included in the Project Study Report (PSR). This is the report which will summarize all the work done by the consultant through the entire process. The report details are modifications from the original contract scope. Task 7: Assist City with High Speed Rail Analysis – no change to this task. City of Palo Alto Page 4 Task 8: Financing Plan – the revised scope reflects City-requested changes to the financial analysis regarding funding sources and strategies. The City also increased the number of meetings for the financial team at AECOM related to this project to date. That work has already been completed. The amendment for this task also accounts for the additional financial research and meetings needed related to the work of the XCAP. Additional Services: In order to address additional community and City Council needs as staff works with the XCAP, staff included a budget for additional services into the contract amendment. The Consultant will provide additional services only by advanced request and written authorization from the City Project Manager. The Consultant at the City’s request shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort and Consultant’s maximum compensation for the services based on rates set forth in the contract. While maintaining prudent contract management oversight and financial controls, City staff has worked closely with the AECOM team to develop and negotiate the recommended contract amendment. Staff finds this contract amendment to be appropriate for the level of work needed for this project and recommends that the City Council approve this contract amendment. Update on Connecting Palo Alto Rail Grade Separation Process: Since the last time staff brought an update to the City Council on May 13, 2019, staff has been actively working to complete this contract amendment to ensure no gap in services from AECOM and also to factor in all contract scope changes to reflect City Council action and preferences. Staff worked to expand the membership of the Community Advisory Panel who advises the City Manager. The group is now called the Expanded Community Advisory Panel, or XCAP for short. The full meeting schedule for the XCAP group will be shared at the first meeting on June 19. The first meeting will take place at City Hall on June 19, 2019 from 4-6pm. The meeting materials will be uploaded to the www.cityofpaloalto.org/connectingpaloalto website after the meeting. Timeline, Resource Impact, Policy Implications Based on the amount of the contract amendment of $1,206,126, sufficient funding for the AECOM contract amendment is expected to be available in the Railroad Grade Separation capital project, PL-17001. The total contract amount for the original contract is $1,278,660, and to date $1,212,614 has been billed and paid. The Railroad Grade Separation capital project has $2,004,237 appropriated in Fiscal Year 2019 and a proposed $4,108,000 in Fiscal Year 2020, which allows capacity to fund the proposed contract amendment for work done through the end of Fiscal Year 2019 and into Fiscal Year 2020. City of Palo Alto Page 5 Environmental Review The recommendation in this report does not constitute a project in accordance with the California Environmental Quality Act and is therefore not subject to environmental review. Attachments: • Attachment A: AECOM Rail Program Management Services Contract Amendment No 1 1 Revision July 20, 2016 AECOM Contract Amendment No. 1 AMENDMENT NO. 1 TO CONTRACT NO. C18171057 BETWEEN THE CITY OF PALO ALTO AND AECOM TECHNICAL SERVICES, INC. This Amendment No. 1 to Contract No. C18171057 (“Contract”) is entered into June 24, 2019, 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 Lakeside Drive, Suite 400, Oakland, California, 94612 ("CONSULTANT"). R E C I T A L S A. The Contract was entered into between the parties on April 23, 2018 for a three-year term for the provision of providing program management, enhanced community engagement services, grade separation planning and alternatives analysis, and technical assistance on rail engineering and design, all related to CITY’s Connecting Palo Alto Railroad Grade Separation Project. B. The parties desire to amend the Contract to increase compensation by $1,206,126.00 from $1,278,660.00 to $2,484,786.00 for the provision of revised and augmented Basic Services as described in Exhibit “A-1”, Amendment No. 1, Supplemental Scope of Services, attached hereto. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 4. NOT TO EXCEED COMPENSATION 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 Two Million Three Hundred Four Thousand Seven Hundred Eighty Six Dollars ($2,304,786.00). 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 Two Million Four Hundred Eighty Four Thousand Seven Hundred Eighty Six Dollars ($2,484,786.00). 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. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 2 Revision July 20, 2016 AECOM Contract Amendment No. 1 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 2. Exhibit “A-1” to this Amendment (attached hereto and incorporated herein) shall amend, but not replace, Exhibit “A” attached to the original Contract. References to “Exhibit ‘A’” in the Contract shall mean both Exhibits “A” and “A-1” read together. To the extent the provisions of Exhibit “A-1” directly conflict with original Exhibit “A”, the provisions of Exhibit “A-1” will control. SECTION 3. The following exhibits to the Contract are hereby amended or added to read as set forth in the attachments to this Amendment, which are incorporated in full by this reference: a. Exhibit “A-1” entitled “AMENDMENT NO. 1, SUPPLEMENTAL SCOPE OF SERVICES” - Added b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” - Amended c. Exhibit “C” entitled “COMPENSATION”- Amended d. Exhibit “C-2” entitled “HOURLY RATE SCHEDULE – AMENDMENT NO. 1” - Added SECTION 4. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. (Signature block on following Page) DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 3 Revision July 20, 2016 AECOM Contract Amendment No. 1 CITY OF PALO ALTO APPROVED AS TO FORM: AECOM TECHNICAL SERVICES, INC. Attachments: EXHIBIT "A-1": AMENDMENT NO. 1, SUPPLEMENTAL SCOPE OF SERVICES EXHIBIT "B": SCHEDULE OF PERFORMANCE EXHIBIT "C": COMPENSATION EXHIBIT "C-2": HOURLY RATE SCHEDULE – AMENDMENT NO. 1 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Authorized Signatory R. Martin Czarnecki Neil Harris Vice President, Authorized Signatory 4 Revision July 20, 2016 AECOM Contract Amendment No. 1 EXHIBIT “A-1” AMENDMENT NO. 1 SUPPLEMENTAL SCOPE OF SERVICES This Exhibit “A-1” Supplemental Scope of Services amends Exhibit “A” Scope of Services and should be read together therewith. To the extent the provisions of Exhibit “A-1” directly conflict with original Exhibit “A”, the provisions of Exhibit “A-1” will control. SCOPE OF WORK CONSULTANT will manage the Project which will include required technical analyses of alternatives coupled with a comprehensive community and stakeholder engagement process aimed at identifying and implementing locally-preferred alternatives for modifications to the four existing at-grade crossings in Palo Alto. CONSULTANT will coordinate and manage the project in conjunction with CITY’s staff. The revised goal of this process is to conduct the necessary analysis and community engagement to identify locally preferred alternatives by October 2019, so environmental analysis can begin in Spring 2020. As listed in the original scope, the list of the additional tasks anticipated for project is listed below followed by a detailed description of supplemental services for each task and associated deliverables. Task 1: Project Management Task 2: Data Collection and Investigations Task 3: Convene TAC Meetings Task 4: Community Engagement Task 5: Identify Alternatives for Analysis Task 6: Identify Recommended Alternatives Task7: Assist CITY with California High Speed Rail Environmental Analysis Phase Task 8: Financing Plan Task 1. Project Management Task 1.1 – Project Management and Administration For the period following execution of Amendment No. 1, CONSULTANT will continue to provide project management for each task for the duration of the Project. Management activities will consist of administration, coordination, and quality control, as follows: a. Prepare a scope, budget, and updated project schedule. b. Continue to supervise, coordinate, and monitor activities and product development for conformance with the scope of services and CITY standards. c. Continue to interface with CITY staff to assure format consistency of all deliverables. d. Prepare additional monthly invoices and progress reports. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 5 Revision July 20, 2016 AECOM Contract Amendment No. 1 Task 1.2 – Performance and Quality Monitoring CONSULTANT will continue to use a project specific Quality Assurance Plan for technical reviews and detailed checking for work products including the work produced by CONSULTANT’s subconsultants. CONSULTANT will continue to make sure that all work performed on the project is checked and that all deliverables undergo a quality review before submittal to the CITY. Task 1.3 – Coordination Meeting The total number of coordination meetings listed in the original Scope of Services has increased. An additional 22 bi-weekly meetings, 1 additional Safe Routes to School and 1 additional School Traffic Safety Committee, and 5 City Council meetings have been added as part of the Scope through Amendment No. 1. The total number of meetings is revised as follows: Kick-off meeting (assume 1) Design team coordination meetings (bi-weekly between April 2018 and February 2020 – assume 42) Rail Committee meetings (assume 8) City Council meetings (assume 9) Planning and Transportation Commission Meetings (assume 4) Removed from scope Project coordination meetings with other transportation agencies/local jurisdictions o Caltrain (assume 2) o Santa Clara Water District (assume 2) o Safe Routes to School (assume 2) o School Traffic Safety Committee (assume 2) o City Fire Department and Police Department (assume 2) o Other (assume 2) Task 1.4 – Monthly Invoicing, Progress Reports and Schedule CONSULTANT will prepare and update the project schedule based on the supplemental Scope of Services and submit the updated schedule to CITY staff for review and approval. Task 1 Supplemental Deliverables: a. Updated monthly project schedule b. Meeting materials (agenda, action item list, minutes, PowerPoint presentations) c. Additional monthly invoices with progress report Task 2. Data Collection and Review All subtasks under Task 2 shall remain as stated in the original scope, except for Task 2.5 which is revised as follows. Task 2.5 – Traffic Data Collection and Review As part of the Supplemental Scope of Services, CONSULTANT will collect all relevant data such as existing documents, studies, guidelines, collision data and available traffic data. Based on the data collected, CONSULTANT will identify missing data and develop a data collection plan to collect traffic data (peak hour turning movement volumes during peak periods, 24‐hour traffic volumes, mode split, and multimodal traffic patterns) for all modes of transportation and submit to CITY for approval. Upon approval, CONSULTANT will collect traffic data for all modes of transportation. In addition, CONSULTANT will collect new peak period turning movement counts (vehicular, pedestrian and bicycles) at all study intersections and roadway segments based on the input received from the DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 6 Revision July 20, 2016 AECOM Contract Amendment No. 1 community, Community Advisory Panel (CAP), and Rail Committee. CONSULTANT will conduct field observations to document existing conditions in the vicinity of the project. Based on the collision data collected, a collision analysis will be performed. CONSULTANT will generate a Draft and Final Existing Conditions Report documenting this work. CITY will review and provide comments as needed in order to achieve an accurate and quality report. Task 2.5 Supplemental Deliverables a. Draft and Final Existing Traffic Conditions Report b. Raw data from traffic counts as requested by Community Advisory Panel (CAP) Task 3. Palo Alto Technical Advisory Committee (TAC) The number of assumed TAC meetings is reduced from 8 to 2. Task 4. Community Engagement Task 4.1 Updated Community Engagement Scope CONSULTANT developed an outreach plan in coordination with CITY staff that was presented to City Council in June 2018. During the course of the project there have been some changes to the community engagement plan that include the following: a. CONSULTANT will present selected feasible alternatives, scoring, and rankings to the community through outreach meetings and the project website. o Redesign homepage website based on input from CITY staff o Maintain and update website throughout project duration which is anticipated to continue through February 2020 and discuss sit transition with CITY thereafter. o Assist CITY with reformatting an evaluation matrix from the current state to a numerical or dynamic format. It is assumed that CITY will take the lead in developing the revised matrix, getting City Council approval of the matrix and collaborating with the XCAP. CONSULTANT’s assistance will be limited to providing graphic support of the evaluation matrix and general comments on format. b. CONSULTANT will prepare for and facilitate community workshops. The number of workshops is reduced from six (6) to four (4). Additional technical staff will be required at the four (4) community workshops to serve station areas and be available for community questions related to noise, tunnels, finance, animations, stage construction, and bike/pedestrian facilities. c. CONSULTANT will prepare content for one direct project mailing. This number is being reduced from four (4) to one (1). d. CONSULTANT will prepare twenty-nine (29) (an additional 21 above the original scope) 3-D renderings/photo simulations for select alternatives as listed in the Task 4 Revised Deliverables listed below. e. CONSULTANT will prepare seven (7) (an additional 3 above the original scope) 360-degree color 3D animated videos as listed in Task 4 Supplemental Deliverables. f. Polling is not included in this scope of services. However, CONSULTANT will review polling results and materials and present them to Expanded Community Advisory Panel (XCAP). Task 4.2 - Community Advisory Panel (CAP) The original scope did not include Community Advisory Panel (CAP) efforts as part of the community outreach and engagement process. In June 2018, CITY began work on selecting a CAP that was to be DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 7 Revision July 20, 2016 AECOM Contract Amendment No. 1 comprised of a dozen community members to advise the Project Team on project ideas and outreach opportunities. The CAP’s responsibilities would be to connect with other community members/neighbors to help inform the process; amplify both decisions and concerns along the way, and finally, to give advice on what grade separation alternatives are best for Palo Alto. A panel of 12 community members was selected by CITY’s City Manager to sit on the CAP. The CAP would: Collaborate with the project team by maintaining an open mind to alternatives, spending the time needed to understand constraints, and help find solutions to problems encountered along the way Help build an understanding of the project within the broader community Regularly attend CAP meetings Come prepared to the CAP meetings by reading project materials ahead when requested Provide honest feedback Contribute to the successful delivery of the preferred solution by supporting the project(s) after the preferred selection is approved CONSULTANT will prepare all agenda’s, meeting materials and summary reports for CAP meetings. There will be a total of seven CAP meetings. Task 4.3 Expanded Community Advisory Panel (XCAP) The City Council requested that an Expanded Community Advisory Panel (XCAP) be established. This structure will include a maximum of 15-18 members that includes the 8 members of the existing CAP who expressed an interest in continuing to serve the City; and other designees recommended by the City Manager. The responsibility of the XCAP is to advise the City Manager on the recommended preferred alternative for the purpose of an Environmental Document. The XCAP will use the City Council approved evaluation criteria to facilitate its discussions. The evaluation criteria will be an interactive process led by CITY. Research, engineering, and other technical support for the XCAP will be provided by CONSULTANT, within the budget approved. CONSULTANT will assist CITY staff to facilitate the XCAP meetings. CONSULTANT will prepare the agendas, meeting materials, presentations and summary reports for XCAP meetings. CITY will conduct polls and prepare meeting materials for the XCAP meetings related to polling. Seven (7) meetings are anticipated at intervals of approximately two (2) to four (4) weeks apart beginning approximately in June 2019. The meetings will be scheduled in the late afternoon similar to the previous Community Advisory Panel (CAP) meetings. CONSULTANT will prepare for and conduct a 3-6 hour design charrette/workshop with the XCAP members to let the XCAP express ideas and discuss the mitigation’s needed for the Churchill closure alternative in particular at Embarcadero and the surrounding areas as well as the Meadow and Charleston intersections. CONSULTANT will prepare all exhibits and meeting/presentation materials for the charrette and follow up on the elements to be further researched as a result of the charrette. CONSULTANT will facilitate the charrette. CONSULTANT will summarize the results/outcome of the charrette in a meeting summary report. CONSULTANT will provide up to 7 technical staff members for the charrette, including the facilitator. CONSULTANT will submit draft meeting materials, ideas and presentations to CITY staff for review and comment prior to the actual charrette. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 8 Revision July 20, 2016 AECOM Contract Amendment No. 1 Task 4 Revised Deliverables: a. Updated project website (includes one additional update in 2019 from initial setup and extend the website maintenance period through February 2020) b. Community workshops reduced from 6 to 4. c. Additional CONSULTANT and Subconsultant hours for staff attendance at 4 Community workshops d. Content for direct mailings reduced from 4 to 1 e. Detailed color 3-D graphic renderings/photo simulations (original scope identified eight (8) 3-D rendering views – the supplemental scope identifies twenty-nine (29) 3-D rendering views) Charleston- Meadow views (3 alternatives with 3 views each, 9 total views) Citywide Tunnel views (1 alternative with 2 views, 2 total views) Churchill Ave Bike/Ped crossing (2 alternatives with 1 view each, 2 total views) Meadow and Charleston looking east from Park Avenue (3 alternatives at 2 locations with 1 view, 6 total views). Enhanced renderings to show architectural and/or landscape features that could be incorporated to minimize visual and/or noise impacts Embarcadero/Alma Widenings (1 alternative with 4 views – 2 from Embarcadero and 2 from Alma) Southern Tunnel (2 views, 1 at each portal) Southern Tunnel with freight at grade (2 views) Churchill Viaduct (2 views, one (1) from east one (1) from west) f. 3-D animation (original scope identified four (4) 3-D animations – the supplemental scope identified seven (7) 3-D animations) Meadow/Charleston animation (total 3) Tunnel within City Limits (City (total 1) - New Southern Tunnel (total 1) Southern Tunnel with freight at-grade (total 1) - New Churchill Viaduct total 1) - New g. CAP agenda, presentation materials and summary reports (7 CAP meetings) h. XCAP agenda, presentation materials and summary reports (7 XCAP meetings) i. Agenda, presentation materials and summarized in a meeting summary report for a 3 to 6- hour design workshop/charrette with XCAP. Task 5. Identify Alternatives for Analysis No change in scope or fee. Task 6. Identify Recommended Alternatives Task 6.1- Alternatives Evaluation The original scope was for CONSULTANT to develop engineering exhibits for eight (8) alternatives. Due to decisions made by the City Council as well as input from CITY staff, CONSULTANT evaluated nine (9) alternatives were nine (9) and the alternatives to be evaluated were modified over the course of the project. The final list of alternatives to be evaluated is listed below: 1. Tunnel within City Limits (Citywide tunnel) – removed on May 13, 2019 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 9 Revision July 20, 2016 AECOM Contract Amendment No. 1 2. Meadow-Charleston Hybrid 3. Meadow-Charleston Trench a. Meadow-Charleston Trench option with trench alignment along Alma to eliminate shoofly 4. Meadow-Charleston Viaduct 5. Churchill Closure a. Evaluate Closure – Traffic Study and Traffic Mitigations b. Evaluate Bike/Ped Crossing Alternatives with Closure – Rendering and Exhibits c. Evaluate Embarcadero widening; evaluate Alma widening 6. Southern Tunnel – with freight rail operating on same tracks as Caltrain 7. Southern Tunnel – with freight rail at-grade separate from the Caltrain tracks. 8. Churchill Viaduct 9. The Palo Alto Avenue Closure and the Palo Alto Avenue hybrid alternatives. (This alternative was studied and has now been removed from further consideration. It is no longer included in this scope of work moving forward). Task 6.2- Traffic Impact Analysis The Scope of Work under this task has been revised based on the input received at the Community Meeting, Community Advisory Panel Meeting and Rail Committee Meeting. CONSULTANT will conduct multimodal level of service analysis to evaluate impacts on the transportation infrastructure for all modes of transportation during temporary closures or permanent closures of the roadways during the a.m. and p.m. peak periods. Impacts for permanent closures will be determined based on the projected demands for future conditions. CONSULTANT will utilize VTA Travel Demand model and local Travel Demand Model for future projections. The total number of intersections and roadway segments that will be evaluated will be 46. Study intersections will be evaluated for the following conditions under each alternative: Existing Conditions Existing Conditions with Alternative Future Conditions Future Conditions with Alternative For the temporary closures, study intersections will be evaluated for near-term instead of Future Conditions applying a growth rate for the near-term to project the traffic demands. CONSULTANT will conduct origin‐destination (O/D) study within the study area to understand the travel patterns, address community concerns, calibrate the travel demand model for future projections, and also re‐routing of the existing traffic. As part of the analysis, TIRE analysis to evaluate the increase in vehicle trips on local residential streets will be conducted. To conduct TIRE analysis, 24‐hour traffic counts will be collected on each of the street segments. The TIRE analysis will be conducted for each alternative. CONSULTANT will assist the CITY project team to develop recommended alternatives by conducting analysis to evaluate the impacts on traffic circulation and multi‐modal access evaluations. Based on the analysis, recommendations will be provided to refine the alternatives to minimize the impacts on the DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 10 Revision July 20, 2016 AECOM Contract Amendment No. 1 transportation network during construction and permanent improvements. CONSULTANT will develop Draft and Final Traffic Impact Analysis Report, including the O/D study and the TIRE analysis for review and CITY final approval. Task 6.3 - Traffic Micro-simulation Model for Existing Conditions CONSULTANT will develop VISSIM micro-simulation model to replicate existing conditions at the existing at- grade crossings. The model will be calibrated and validated to the existing conditions data collected to date. The calibrated and validated model will establish the base conditions to evaluate the impacts of increased train frequency due to Caltrain Electrification Project. Impacts of gate downtime will be evaluated by comparing the following scenarios: Existing conditions Existing plus Caltrain Electrification Project CONSULTANT will also evaluate if and when the condition of “unclearable queue” will occur and at what intersections the condition will occur. CONSULTANT will submit draft simulation to CITY for initial review and comment. CITY will review and provide comments as needed in order to achieve an accurate and quality final VISSIM micro simulation model. Task 6.4 -Traffic Mitigation CONSULTANT will review the Existing Conditions Report and the Traffic Impact Analysis Report prepared under Task 6.2 and determine if any additional traffic analysis is needed for those intersections. CONSULTANT will study traffic impacts at all current at-grade crossings and will develop traffic mitigation and traffic calming alternatives for the identified impacted intersections. This effort will include the tasks below for the Churchill closure. The budget also includes studying one additional street closure, for example Meadow Drive, which is to be determined. Taking the previous Existing Conditions report and more evenly spreading out the traffic impact for streets impacted by a Churchill Avenue closure. CONSULTANT will work with the City Manager and the XCAP on this evaluation. CONSULTANT will submit a draft report and meet with City to review the draft proposed mitigation alternatives. CITY will review and provide comments as needed in order to achieve an accurate and quality report. CONSULTANT will meet with community neighborhoods (assume 2 meetings) to discuss traffic calming measures due to potential closures. CONSULTANT will perform an evaluation of structural and civil impacts to Embarcadero and Alma are described in Task 6.1 as one of the alternatives. CONSULTANT will perform a traffic analysis for existing plus Caltrain Electrification Project. This effort will also evaluate if and when the condition of “unclearable queue” will occur and at what intersections the condition will occur at any of the existing at-grade crossings. Task 6.5 - Embarcadero / Alma Widening Concept Designs CONSULTANT will evaluate the civil and structural issues associated with widening Embarcadero and DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 11 Revision July 20, 2016 AECOM Contract Amendment No. 1 reconfiguring the existing grade separations on Alma and the rail right-of-way over Embarcadero. This effort will include preparing 15% engineering plans, preliminary cost estimates and renderings. 3D animations are not anticipated for this evaluation. Two alternatives for a potential roundabout have been identified for the intersection of Embarcadero Road and Alma Street. CONSULTANT will analyze the traffic operations of the potential roundabout compared to the operations with the existing design. Operations will be analyzed for future conditions based on Palo Alto model forecasts. Use of the model will be necessary because one of the suggested ramps currently does not exist. CONSULTANT will calculate the delay and levels of service for the roundabout versus the current two stop-sign intersections for the AM and PM peak hours. CONSULTANT will perform counts of existing traffic. CONSULTANT will meet with CITY to review the draft designs and findings. CITY will review and provide comments as needed in order to achieve an accurate and quality final report. Task 6.6 - South Palo Alto Tunnel At the April 2019 City Council meeting, Council directed staff to further explore a tunnel alternative for an alternative with freight trains and passenger trains underground (for the Meadow and Charleston crossings). CONSULTANT will develop conceptual design for a freight and passenger rail in a tunnel that does not impact the station platforms at California Avenue Station to the north and San Antonio Station to the south. The north portal would begin just south of the California Avenue platform and end just north of the San Antonio Station within the city limits of Palo Alto. In addition, CONSULTANT will identify design exceptions and constraints for the alternative. The effort will include developing design plans, profiles, cross-sections and a construction cost estimate. Once engineering plan, profile and cross-sections are prepared, and submitted to CITY for initial review and comment, CONSULTANT will develop renderings and a 3D animation. This additional effort assumes four (4) rendering views: 2 at each portal and a 3D animation from north portal to south portal. This is included and described further in Task 4. Task 6.7 - South Palo Alto Tunnel with freight at-grade separate from the Caltrain Tracks At the May 2019 City Council meeting, Council directed staff to further explore a tunnel alternative for an alternative with passenger trains underground (for the Meadow and Charleston crossings) and the freight train at-grade. CONSULTANT will develop conceptual design for a passenger rail in a tunnel and freight trains at-grade that does not impact the station platforms at California Avenue Station to the north and San Antonio Station to the south. The north portal would begin just south of the California Avenue platform and end just north of the San Antonio Station within the city limits of Palo Alto. In addition, CONSULTANT will identify design exceptions and constraints for the alternative. The effort will include developing design plans, profile, cross-sections and a construction cost estimate. Once engineering plan, profile and cross-sections are prepared and submitted to CITY for initial review and comment, CONSULTANT will develop renderings and a 3D animation. This additional effort assumes four rendering views: 2 at each portal and a 3D animation from north portal to south portal and is included and described in Task 4. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 12 Revision July 20, 2016 AECOM Contract Amendment No. 1 Task 6.8 - Churchill Viaduct At the April 2019 City Council meeting, Council directed staff to explore a viaduct alternative near Churchill. CONSULTANT will develop conceptual design for a freight and passenger rail on a viaduct. In addition, the CONSULTANT will identify design exceptions and constraints for the alternative. The effort will include developing design plan, profile, cross-sections and construction cost estimate. Once engineering plan, profile and cross-sections are prepared, and submitted to City for initial review and comment, CONSULTANT will develop renderings and a 3D animation. This additional effort assumes four rendering views: 2 at each portal and a 3D animation from north portal to south portal and is included and described in Task 4. Task 6.9 - Project Study Report (PSR) At the conclusion of alternative evaluation and the community outreach program CONSULTANT will prepare a Project Study Report (PSR) that summarizes the recommendation of each alternative with advantages and disadvantages as well as evaluation criteria and metrics used to determine the recommended alternatives, including a discussion on the preferred/recommended alternative. The PSR will focus on recommended alternatives, but will also summarize historical information previously prepared on other alternatives to document the decisions made and inform decision makers on past work of this scope of services. The PSR will follow a Caltrain format so it can be used as a document to identify required funding for a recommended alternative and potential funding sources (see Task 8 for additional details on finance plan). The proposed outline of the PSR is as follows: a. Executive Summary b. Table of Contents c. Introduction d. Background (Existing Conditions and Previous Studies) e. Purpose and Need f. Corridor and System Coordination g. Alternatives o Roadway Design Criteria o Railroad Design Criteria o No-Build Alternative o Viable Alternatives (Geometry, Opportunity and Constraints) o Rejected Alternatives o Construction Staging o Right of Way Needs o Utilities h. Evaluation of Traffic Conditions (Summary of Traffic Impact Analysis and Mitigations) i. Community Involvement j. Evaluation k. Environmental Determination Document l. Funding and Financing (as described in Task 7) m. Schedule n. Caltrain Coordination DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 13 Revision July 20, 2016 AECOM Contract Amendment No. 1 o. Project Reviews p. Project Personnel q. Attachments o Preliminary Plans, Profiles, and Typical Sections for Alternatives o Preliminary Utility Plans and Relocation Costs o Preliminary Project Cost Estimates o 3D Renderings o Alternatives no longer considered as a result of City Council Action This section will be used to show and provide brief explanation of the exhibits developed for alternatives that were eliminated from further consideration. The PSR document will replace the Supplemental White Papers for trenching and tunneling, rail financing, and rail corridor circulation study, which were defined in the original scope of work. All information that was required as part of the original contract scope will be included in the PSR document. The draft PSR will be submitted to CITY for review and comment for final approval of the PSR. Task 6 Deliverables a. Exhibits (engineering at a 15%-level for conceptual plan, profile and typical section for the alternatives listed in Task 6.1 b. Preliminary Construction Cost Estimates for alternatives listed in Task 6.1 c. Evaluation matrices (to be included in the PSR and presented at community meetings) d. Draft and Final Existing Traffic Conditions Report e. Draft and Final Impact Analysis Traffic Report f. Draft and Final Micro-simulation Report g. Draft and Final Traffic Mitigations Report h. Draft and Final Embarcadero / Alma General Plan and Layout (to be included in the PSR and presented at a XCAP meeting) i. Draft and Final Project Study Report Task 7. Assist the CITY during CAHSR Environmental Analysis Phase No change in scope or fee. Task 8. Financing Plan The original scope entailed limited financial advisory services. Under this supplemental scope, CONSULTANT will provide financial advisory services to assist CITY in developing a financial approach and model for the design and construction of the railroad grade separations. This task includes meeting with CITY finance staff to get an understanding of CITY funding sources and commitments. CONSULTANT will investigate potential funding sources and identify funding shortfalls and if these can be resolved with viable funding sources and strategies. Strategies could include financing based on projections of future business and sales tax revenues, state and federal funding, TIFIA and RRIF financing, and real estate strategies such as value capture and development of air rights. In addition, based on input from the community, CONSULTANT will analyze other local sources, such as business license, gross receipts and head count taxes, and local bonding capacity after obtaining Measure B funding. CONSULTANT finance staff will make presentations at CAP, XCAP, and Community meetings on potential funding sources and strategies as well as staff a station at the Community meetings; specifically dedicated to financing. Visualization of findings (graphs, diagrams, updated costs, etc.) will be developed to illustrate the DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 14 Revision July 20, 2016 AECOM Contract Amendment No. 1 information to the community. CONSULTANT will prepare a Draft and Final Funding Summary as part of the PSR. Draft and Final reports to be submitted to City for review and comment, as needed, in order to achieve an accurate and quality report. Task 8 Deliverables a. Presentation materials for CAP, XCAP, Community Outreach and City Council meeting b. Funding Summary will be included in Draft and Final PSR ADDITIONAL SERVICES CONSULTANT will provide additional services only by advanced request and written authorization from CITY’s Project Manager. CONSULTANT at CITY’s request shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort and CONSULTANT’s maximum compensation for the services based on rates set forth in the Agreement. The additional services shall be negotiated and agreed to in writing by CITY’s Project Manager prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Additional Services could also include additional meetings and/or additional studies/renderings at CITY’s request. CITY may request that additional evaluations similar to the Churchill Viaduct. CONSULTANT will identify design exceptions and constraints for such evaluation. The effort will include developing plan, profile, cross- sections and construction cost estimates. Once engineering plans, profile and cross-sections are prepared, CONSULTANT will develop two renderings and a 3D animation. The cost of evaluating any additional alternative as described above will be $65,000. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 15 Revision July 20, 2016 AECOM Contract Amendment No. 1 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each task within the number of days/weeks specified on Attachment “B” Schedule of Performance. Attachment “B” reflects the currently anticipated schedule; CONSULTANT will regularly update the schedule in consultation with CITY’s Project Manager. 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. (See following Page for Schedule) DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 ATTACHMENT "B" Schedule of Performance City of Palo Alto Rail Program Management Services ID Task Name Duration Start Finish Predecessors 1 NOTICE TO PROCEED 0 wks Mon 4/23/18 Mon 4/23/18 2 TASK 1 - Project Management 34.2 wks Mon 4/30/18 Mon 12/24/18 3 Kick-off Meeting 1 day Mon 4/30/18 Mon 4/30/18 1FS+1 wk 4 Prepare Project Execution Plan and Quality Assurance Procedures 4 wks Tue 5/1/18 Mon 5/28/18 3 5 Baseline Schedule 4 wks Tue 5/1/18 Mon 5/28/18 3 6 Monthly Invoices, Progress Reports & Schedule Updates 34 wks Tue 5/1/18 Mon 12/24/18 3 7 Meetings 30 wks Mon 5/21/18 Fri 12/14/18 8 Biweekly (20) 30 wks Mon 5/21/18 Fri 12/14/18 1FS+4 wks 9 City Council Rail Committee (8) 30 wks Mon 5/21/18 Fri 12/14/18 8SS 10 Planning and Transportation Commission (4) 30 wks Mon 5/21/18 Fri 12/14/18 8SS 11 City Council (4) 30 wks Mon 5/21/18 Fri 12/14/18 8SS 12 Other Transportation Agencies / Local Jurisdictions (10) 30 wks Mon 5/21/18 Fri 12/14/18 8SS 13 TASK 2 - Data Collection Review 12 wks Mon 4/30/18 Mon 7/23/18 14 Existing Studies 4 wks Tue 5/1/18 Mon 5/28/18 3 15 Technical Data and As-builts 4 wks Tue 5/1/18 Mon 5/28/18 3 16 Field Review 1 wk Tue 5/29/18 Mon 6/4/18 14,15 17 Base Mapping (from Caltrain) 0 wks Mon 4/30/18 Mon 4/30/18 3 18 Traffic Data Collection and Review 8 wks Tue 5/29/18 Mon 7/23/18 15 19 Right-of-WayResearch 4 wks Tue 5/29/18 Mon 6/25/18 15 20 Utility Research 8 wks Tue 5/29/18 Mon 7/23/18 15 21 Draft Design Criteria 4 wks Tue 5/29/18 Mon 6/25/18 15 22 City Review 2 wks Tue 6/26/18 Mon 7/9/18 21 23 Final Design Criteria 2 wks Tue 7/10/18 Mon 7/23/18 22 24 TASK 3 - TAC Meetings 34 wks Tue 5/1/18 Mon 12/24/18 25 Convene TAC 4 wks Tue 5/1/18 Mon 5/28/18 3 26 TAC Meetings (8) 30 wks Tue 5/29/18 Mon 12/24/18 25 27 TASK 4 - Community Engagement 36 wks Tue 5/1/18 Mon 1/7/19 28 Draft Community Engagement Plan 1 wk Tue 5/1/18 Mon 5/7/18 3 29 City Review 1 wk Tue 5/8/18 Mon 5/14/18 28 30 Final Community Engagement Plan 1 wk Tue 5/15/18 Mon 5/21/18 29 31 Community Workshops (6) 28 wks Mon 6/4/18 Mon 12/17/18 32 Workshop #1 0 days Mon 6/4/18 Mon 6/4/18 28FS+4 wks 33 Workshop #2 0 days Mon 7/2/18 Mon 7/2/18 32FS+4 wks 34 Workshop #3 0 days Mon 8/13/18 Mon 8/13/18 33FS+6 wks 35 Workshop #4 0 days Mon 9/24/18 Mon 9/24/18 34FS+6 wks 36 Workshop #5 0 days Mon 11/5/18 Mon 11/5/18 35FS+6 wks 37 Workshop #6 0 days Mon 12/17/18 Mon 12/17/18 36FS+6 wks 38 Community Engagement White Paper 31 wks Tue 6/5/18 Mon 1/7/19 39 Workshop Summary #1 1 wk Tue 6/5/18 Mon 6/11/18 32 40 Workshop Summary #2 1 wk Tue 7/3/18 Mon 7/9/18 33 41 Workshop Summary #3 1 wk Tue 8/14/18 Mon 8/20/18 34 42 Workshop Summary #4 1 wk Tue 9/25/18 Mon 10/1/18 35 43 Workshop Summary #5 1 wk Tue 11/6/18 Mon 11/12/18 36 44 Workshop Summary #6 1 wk Tue 12/18/18 Mon 12/24/18 37 2019 F M A M J J A S O N D J F NOTICE TO PROCEED 4/23 TASK 1 - Project Management 12/24 Kick-off Meeting 4/30 are Project Execution Plan and Quality Assurance Procedures 5/28 Baseline Schedule 5/28 Monthly Invoices, Progress Reports & Schedule Updates 12/24 Biweekly (20) 12/14 City Council Rail Committee (8) 12/14 Planning and Transportation Commission (4) 12/14 City Council (4) 12/14 Other Transportation Agencies / Local Jurisdictions (10) 12/14 Existing Studies 5/28 Technical Data and As-builts 5/28 Field Review 6/4 Base Mapping (from Caltrain) 4/30 Traffic Data Collection and Review 7/23 Right-of-Way Research 6/25 Utility Research 7/23 Draft Design Criteria 6/25 City Review 7/9 Final Design Criteria 7/23 Convene TAC 5/28 TAC Meetings (8) 12/24 TASK 4 - Community Engagement 1/7 Draft Community Engagement Plan 5/7 City Review 5/14 Final Community Engagement Plan 5/21 Community Workshops (6) 12/17 Workshop #1 6/4 Workshop #2 7/2 Workshop #3 8/13 Workshop #4 9/24 Workshop #5 11/5 Workshop #6 12/17 Community Engagement White Paper 1/7 Workshop Summary #1 6/11 Workshop Summary #2 7/9 Workshop Summary #3 8/20 Workshop Summary #4 10/1 Workshop Summary #5 11/12 45 Executive Summary 2 wks Tue 12/25/18 Mon 1/7/19 39,40,41,42,43,44 Workshop Summary #6 12/24 46 Online questionnaire (2) 12 wks Tue 6/5/18 Mon 8/27/18 47 Questionnaire #1 2 wks Tue 6/5/18 Mon 6/18/18 32 48 Questionnaire #2 2 wks Tue 8/14/18 Mon 8/27/18 34 49 Database of community / stakeholder comments 20 wks Tue 5/22/18 Mon 10/8/18 30 50 Website Input 20 wks Tue 5/22/18 Mon 10/8/18 30 51 Content for Direct Mailings (4) 20 wks Tue 5/22/18 Mon 10/8/18 30 52 3D graphics / photo simulations (8) 6 wks Tue 8/21/18 Mon 10/1/18 60 53 3D 360 video flyovers (4) 6 wks Tue 8/21/18 Mon 10/1/18 60 54 TASK 5 - Alternative Analysis 26 wks Tue 5/15/18 Mon 11/12/18 55 Supplement Reports 8 wks Tue 7/3/18 Mon 8/27/18 56 Trenching and Tunneling White Paper 8 wks Tue 7/3/18 Mon 8/27/18 33 57 Palo Alto Financing White Paper 8 wks Tue 7/3/18 Mon 8/27/18 33 58 Rail Corridor Circulation Study 8 wks Tue 7/3/18 Mon 8/27/18 33 59 Evaluate and select feasible alternatives 8 wks Tue 5/15/18 Mon 7/9/18 3FS+2 wks 60 Selection of feasible alternatives 0 wks Mon 8/20/18 Mon 8/20/18 59,13FS+4 wks 61 Draft Evaluation Report 8 wks Tue 8/21/18 Mon 10/15/18 60 62 City Review 2 wks Tue 10/16/18 Mon 10/29/18 61 63 Final Evaluation Report 2 wks Tue 10/30/18 Mon 11/12/18 62 64 TASK 6 - Alternative Recommendation 22 wks Tue 8/21/18 Mon 1/21/19 65 Develop draft concept plans for recommended alternatives 8 wks Tue 8/21/18 Mon 10/15/18 60 66 Develop evaluation/ranking matrix 8 wks Tue 8/21/18 Mon 10/15/18 60 67 RECOMMENDEDALTERNATIVE 0 wks Mon 11/5/18 Mon 11/5/18 66,36 68 Draft SummaryWhite Paper 4 wks Tue 11/6/18 Mon 12/3/18 65,67 69 City Review 4 wks Tue 12/4/18 Mon 12/31/18 68 70 Final SummaryWhite Paper 2 wks Tue 1/8/19 Mon 1/21/19 69,45 71 TASK 7 - CAHSR Environmental Analysis Phase 30 wks Tue 5/1/18 Mon 11/26/18 72 Draft Comments / Supplemental Information to CAHSR 30 wks Tue 5/1/18 Mon 11/26/18 3 73 Attend Meetings (2) 30 wks Tue 5/1/18 Mon 11/26/18 72SS 74 TASK 8 - Financing Plan 12 wks Tue 8/21/18 Mon 11/12/18 75 Provide financial advise on funding strategies 2 wks Tue 8/21/18 Mon 9/3/18 60 76 Draft Rail Financing White Paper 6 wks Tue 9/4/18 Mon 10/15/18 75 77 City Review 2 wks Tue 10/16/18 Mon 10/29/18 76 78 Final Rail Financing White Paper 2 wks Tue 10/30/18 Mon 11/12/18 77 79 OPTIONAL SERVICES - Environmental Analysis and PSR 0 wks Mon 1/21/19 Mon 1/21/19 80 Begin CEQAand NEPAclearance support and PSR 0 wks Mon 1/21/19 Mon 1/21/19 70,45 Executive Summary 1/7 Questionnaire #1 6/18 Questionnaire #2 8/27 Database of community / stakeholder comments 10/8 Website Input 10/8 Content for Direct Mailings (4) 10/8 3D graphics / photo simulations (8) 10/1 3D 360 video flyovers (4) 10/1 Trenching and Tunneling White Paper 8/27 Palo Alto Financing White Paper 8/27 Rail Corridor Circulation Study 8/27 Evaluate and select feasible alternatives 7/9 Selection of feasible alternatives 8/20 Draft Evaluation Report 10/15 City Review 10/29 Final Evaluation Report 11/12 TASK 6 - Alternative Recommendation 1/21 Develop draft concept plans for recommended alternatives 10/15 Developevaluation/ranking matrix 10/15 RECOMMENDEDALTERNATIVE 11/5 Draft Summary White Paper 12/3 City Review 12/31 Final Summary White Paper 1/21 Draft Comments / Supplemental Information to CAHSR 11/26 Attend Meetings (2) 11/26 Provide financial advise on funding strategies 9/3 Draft Rail Financing White Paper 10/15 City Review 10/29 Final Rail Financing White Paper 11/12 OPTIONAL SERVICES - Environmental Analysis and PSR 1/21 Begin CEQAand NEPAclearance support and PSR 1/21 Printed: Thu 3/29/18 4:10 PM Task Critical Task Milestone Summary Progress DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 SCHEDULE OF PERFORMANCE AMENDMENT NO. 1 (See Following Page for Schedule) DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Professional Services Rev. April 27, 2016 20 EXHIBIT “C” COMPENSATION CITY agrees to compensate 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. 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. TASK ORIGINAL CONTRACT NOT TO EXCEED AMOUNT NOT TO EXCEED AMOUNT ADDED OR (SUBTRACTED) BY AMENDMENT NO 1 Task 1 Project Management $225,184.00 $136,825 Task 2 Data Collection & Review $121,117.20 $12,360 Task 3 Convene Technical Advisory $51,873.60 ($39,806) Committee Meetings Task 4 Community Engagement $285,885.60 $470,050 Task 5 Identify Alternative Analysis $177,420.00 $0 Task 6 Identify Recommended Alternatives $312,523.20 $387,406 Task 7 Assist with CAHSR Environmental $32,424.00 $0 Analysis Phase Task 8 Financing Plan $28,032.00 $59,290 Reimbursables and Other Direct Costs $44,200.00 $0 Additional Services 0 $180,000 TOTAL CONTRACT AMOUNT $1,278,660.00 $1,206,126 MAXIMUM TOTAL COMPENSATION $2,484,786.00 TOTAL BASIC SERVICES (AMENDMENT NO. 1) $1,026,126.00 TOTAL BASIC SERVICES (ORIGINAL CONTRACT) $1,234,460.00 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Professional Services Rev. April 27, 2016 21 Reimbursable Expenses $44,200.00 Additional Services $180,000.00 Maximum Total Compensation $2,484,786.00 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: 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 $2,500.00 shall be approved in advance by the CITY’s project manager. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Professional Services Rev. April 27, 2016 22 EXHIBIT C-2 HOURLY RATE SCHEDULE – AMENDMENT NO. 1 (This schedule shall apply to work performed after the effective date of Amendment No. 1.) DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Professional Services Rev. April 27, 2016 23 EXHIBIT C-2 HOURLY RATE SCHEDULE – AMENDMENT NO. 1 (This schedule shall apply to work performed after the effective date of Amendment No. 1.) THE LEVEL OF EFFORT IS BASED ON THE FOLLOWING ASSUMPTIONS: Scope of work is as defined in Amendment 1 Scope of services. Expected timeline for the project is April 2018 - February 2020 (22 months). 2019 billing rates have been escalated approximately 3% above 2018 rates. Mark-up for subconsultants is 3%. It is assumed that readily available topographic information from the Caltrain Modernization Project will be used for base mapping, supplemented by publicly available aerial images. Property surveys, title searches & utility potholing are not included. A rendering costs about $5000 each. Polling not included in scope - City to conduct polling through another source. Studying a new alternative plans, estimate, renderings, and animations is about $65,000. DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 AECOM Billing Rate Table 2019 Rates Title Rates Principal in Charge/Project Sponsor $319.00 Project Manager $290.00 Project Engineer - Track / Systems $270.00 Structures Manager $261.00 Discipline Engineering Manager $258.00 QA/QC Manger $253.00 Deputy /Lead Project Manager $252.00 Project Engineer - RR Coordination $250.00 Project Engineer $249.00 Support Services Manager $240.00 Project Engineer - Geotechnical $232.00 Senior Engineer $227.00 Finance Manager $224.00 Alternative Analysis Manager $209.00 Staff Engineer $206.00 Project Controls $201.00 Project Engineer - Civil $194.00 Project Engineer - Bridge / Ret Walls $191.00 Sr Engineer - Cost Estimating $190.00 Senior Scientist $185.00 Web Developer $185.00 Senior Graphics Designer $180.00 Project Engineer - Cost Estimator $175.00 Scheduler $165.00 Finance Analyst $165.00 Project Engineer - ROW $162.00 Junior Engineer $155.00 Outreach Manager $155.00 Junior Project Controls $149.00 Scientist $144.00 Graphics Designer $144.00 Web Designer $144.00 Sr CADD $134.00 CADD $108.00 Junior Scientist $113.00 Outreach Coordinator $113.00 Senior Administrative Assistant $98.00 Administrative Assistant $88.00 Intern $67.00 Reimbursable Items to be Billed Subcontracted Services Cost plus 3% Printing At Cost Miscellaneous Expenses At Cost DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 APEX Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate for Work Plan Principal $283.00 3% $291.49 Outreach Manager $258.00 3% $265.74 Alta Planning + Design Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate Used for Work Plan Senior Principal $339.00 3% $349.17 Principal $283.00 3% $291.49 Principal $258.00 3% $265.74 Principal $230.00 3% $236.90 Principal - Senior Associate $214.00 3% $220.42 Principal - Senior Associate $193.00 3% $198.79 Principal - Senior Associate $187.00 3% $192.61 Principal - Senior Associate $182.00 3% $187.46 Principal - Senior Associate $177.00 3% $182.31 Senior Associate, Associate $170.00 3% $175.10 Senior Associate, Associate $162.00 3% $166.86 Senior Associate, Associate $157.00 3% $161.71 Associate Senior $148.00 3% $152.44 Associate Senior $143.00 3% $147.29 Associate Senior $135.00 3% $139.05 Senior + Level I $119.00 3% $122.57 Senior + Level I $110.00 3% $113.30 Level I + Level II $102.00 3% $105.06 Level I + Level II $92.00 3% $94.76 Administration $77.00 3% $79.31 Intern $70.00 3% $72.10 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Hexagon Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate Used President $280.00 3% $288.40 Principal $240.00 3% $247.20 Senior II $225.00 3% $231.75 Senior I $210.00 3% $216.30 Associate II $190.00 3% $195.70 Associate I $165.00 3% $169.95 Planner II $150.00 3% $154.50 Engineer II $150.00 3% $154.50 Planner I $125.00 3% $128.75 Engineer I $125.00 3% $128.75 Admin $105.00 3% $108.15 Graphics $105.00 3% $108.15 Senior CAD Tech $95.00 3% $97.85 Technician $75.00 3% $77.25 Intern $75.00 3% $77.25 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 Merrill Morris Partners Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate Used for Work Plan Principal Landscape Architect $202.00 3% $208.06 Sr Landscape Architect I $173.00 3% $178.19 Sr Landscape Architect Project Manager I $155.00 3% $159.65 Sr Landscape Project Manager I $155.00 3% $159.65 Landscape Architect Project Manager II $132.00 3% $135.96 Administration $82.00 3% $84.46 TJKM Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate Used for Work Plan Project Manager / Principal $253.00 3% $260.59 Sr Traffic Engineer / QA Manager / Task Lead $253.00 3% $260.59 Project Traffic Engineer $126.00 3% $129.78 Project Controls / Sr Administrator $108.00 3% $111.24 Project Controls / Administrator $94.00 3% $96.82 Staff Engineer / Designer $77.00 3% $79.31 Staff Engineer / CADD $81.00 3% $83.43 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 WRECO Billing Rate Table 2019 Rates Title Rate Markup Estimated Rate Used for Work Plan Supervising Engineer $191.00 3% $196.73 Senior Engineer II $181.00 3% $186.43 Senior Engineer I $175.00 3% $180.25 Associate Engineer $120.00 3% $123.60 Project Engineer $120.00 3% $123.60 Staff Engineer $93.00 3% $95.79 Staff Engineer / CADD $90.00 3% $92.70 CADD $83.00 3% $85.49 Project Controls / Sr Administrator $72.00 3% $74.16 Principal Professional $113.00 3% $116.39 Supervising Professional II $93.00 3% $95.79 Supervising Professional I $77.00 3% $79.31 Senior Professional III $72.00 3% $74.16 Senior Professional II $62.00 3% $63.86 Senior Professional I $52.00 3% $53.56 Associate Professional III $46.00 3% $47.38 Associate Professional II $41.00 3% $42.23 Associate Professional I $36.00 3% $37.08 Staff Professional III $36.00 3% $37.08 Staff Professional II $31.00 3% $31.93 Staff Professional I $26.00 3% $26.78 Senior Technician III $52.00 3% $53.56 Senior Technician II $41.00 3% $42.23 Senior Technician I $36.00 3% $37.08 Technician III $31.00 3% $31.93 Technician II $26.00 3% $26.78 Technician I $21.00 3% $21.63 Sr Clerical / Tech Editor III $46.00 3% $47.38 Sr Clerical / Tech Editor II $41.00 3% $42.23 Sr Clerical / Tech Editor I $36.00 3% $37.08 Clerical / Tech Editor III $31.00 3% $31.93 Clerical / Tech Editor II $26.00 3% $26.78 Clerical / Tech Editor I $21.00 3% $21.63 DocuSign Envelope ID: FB8C7519-AFBF-49C3-AA96-BA4EF67B1696 City of Palo Alto (ID # 10488) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Adoption of Management Compensation Plan Title: Adoption of a Revised Compensation Plan for Management and Professional Employees from July 1, 2019 through June 30, 2020 From: City Manager Lead Department: Human Resources Recommendation Staff recommends that Council adopt the attached Compensation Plan for Management and Professional Personnel and Council Appointees for the period of July 1, 2019 through June 30, 2020. Background The City of Palo Alto specifies wages, benefits and other terms and conditions of employment for its unrepresented managers and professional staff through the City’s Merit Rules and through the Compensation Plan for Management and Professional Personnel and Council Appointees (“Management and Professional Compensation Plan”). These documents are reviewed, updated, and revised periodically to better align to Council and City leadership vision and priorities, as well as to account for changes in the local employment marketplace to stay competitive in recruiting and retaining talent. This employee group encompasses 229 full time equivalent (FTE) positions and 140 individual classifications. Examples of City positions covered by the Management and Professional Compensation Plan are: Department Directors and Assistant Directors, managers and Supervisors, and high-level analytical and technical classifications across all of our City Departments. Discussion After reviewing market data and other compensation related factors such as medical and pension benefits, it is recommended that the unrepresented management group receive a 3% across the board general salary increase. All represented employee groups, including, Service Employee International Union (SEIU), Utilities Management and Professional Association of Palo Alto (UMPAPA), International Association of Fire Fighters (IAFF), Fire Chiefs Association (FCA), and Palo Alto Police Officers Association (PAPOA) received at minimum a net 3% increase for FY 2020. In addition, two special adjustments have been identified to maintain external or internal alignment. The special adjustments are as follows: 30A City of Palo Alto Page 2 •Division Manager Library Services: +3.5% [internal alignment] •Manager Urban Forestry: +6.4% [market] No other substantive changes to the terms of the Management and Professional Compensation Plan are recommended at this time. The attached revised Management and Professional Compensation Plan does include a few minor language changes. Resource Impact The anticipated marginal cost of this increase is approximately $1.4 million citywide. The Management and Professional group is budgeted across all funds, with nearly 70% of the positions in the General fund, and the remaining positions in other funds, including Enterprise Funds and Internal Service Funds. The FY 2020 Adopted Operating General Fund Budget includes a reserve which was established to plan for the additional costs recommended in this memorandum. For funds other than the General Fund, no specific reserve for these increases were allocated, however sufficient funding remains in these funds through either appropriated funds or reserves including fund balance. Salary expenses will be monitored throughout FY 2020 citywide and appropriate adjustments will be recommended if necessary, during the FY 2020 Mid-Year Budget Review to align appropriated expenses with projected costs, offset by drawing from the sources identified above. The costs referenced above include City Council’s direction to proactively contribute to the City’s long-term pension liability, including the assumed discount rate of 6.2% to calculate the Normal Cost of pension contributions. Environmental Impact Revisions to the Management and Professional Compensation Plan are not a project subject to environmental review. Attachments: •Attachment A: Management Comp Plan 2019-2020 Draft. •Attachment B: Management Comp Plan 2019-2020 Draft redline •Attachment C: Management and Conf Salary Schedule Final FY20 07.06.2019 CITY OF PALO ALTO COMPENSATION PLAN Management and Professional Personnel And Council Appointees Effective July 1, 2019 through June 30, 2020, except where specifically noted. 2 SECTION I. COMPENSATION ....................................................................................................... 1 A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY ........................................... 1 B. BASIC PLAN ELEMENTS ........................................................................................................ 1 C. MANAGEMENT AND PROFESSIONAL COMPENSATION ADJUSTMENT AUTHORIZATION ... 3 SECTION II. SPECIAL COMPENSATION ...................................................................................... 4 A. OVERTIME ............................................................................................................................ 4 B. IN LIEU HOLIDAY PAY ........................................................................................................... 4 C. WORKING ABOVE CLASSIFICATION PAY .............................................................................. 4 D. STAND‐BY PAY .................................................................................................................. 5 E. CALL OUT PAY....................................................................................................................... 5 F. NIGHT SHIFT PREMIUM ........................................................................................................ 5 G. UNIFORM PURCHASE PLAN ‐ SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE PERSONNEL ................................................................................................................................. 5 H. GROUP INSURANCE .......................................................................................................... 5 I. EMPLOYEE ASSISTANCE PLAN ............................................................................................ 10 J. SAFETY DIFFERENTIALS ...................................................................................................... 10 K. MANAGEMENT and PROFESSIONAL BENEFIT PROGRAM .................................................. 11 L. LEAVES ................................................................................................................................ 13 M. RETIREMENT PENSION ................................................................................................... 17 N. COMMUTE INCENTIVES and PARKING ........................................................................... 19 O. AT‐WILL STATUS ............................................................................................................. 20 P. ADDITIONAL COMPENSATION FOR MAYOR AND VICE MAYOR ........................................ 21 Q. REIMBURSEMENT FOR RELOCATION EXPENSE .............................................................. 21 R. MEAL ALLOWANCE ............................................................................................................ 22 S. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS .............................................. 22 T. MERIT RULES ...................................................................................................................... 22 1 COMPENSATION PLAN FOR THE CITY OF PALO ALTO Management and Professional Personnel As used in this Plan, the term “Management and Professional” refers to all employees, including Confidential employees, previously classified as “Management and Confidential” by the City. This group will hereafter be identified as “Management and Professional” personnel. SECTION I. COMPENSATION This section applies to all management and professional employees and does not include Council Members or Council‐appointed officers. Each Council‐appointed officer shall be the responsible decision‐maker under this Plan for those employees in departments under his/her control. A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY The City's policy for management and professional compensation is to establish and maintain a general structure based on marketplace norms and internal job alignment with broad compensation grades and ranges. Structures and ranges will be reviewed and updated as necessary based on marketplace survey data, internal relationships, and City financial conditions. Individual compensation adjustments will be considered by the Council‐appointed officer based on (1) performance factors including achievement of predetermined objectives; (2) pay structure adjustments; and (3) City financial conditions. B. BASIC PLAN ELEMENTS 1. Structure. The compensation plan includes separate multi‐grade structures for both management and professional employees. Each grade will have a salary range with a mid‐point which is 20% above the minimum, and 20% below the maximum of the range. All management and professional positions will be assigned an appropriate pay grade based on salary survey data and internal relationships. Actual salary within the range is determined by experience and performance. Competitive marketplace studies will be conducted as needed by surveying a maximum of 14 organizations similar to Palo Alto in number of employees, funding mechanisms, population and services provided.. These studies will focus on total compensation for management positions such as first line supervisors, administrative, confidential, professional and top management. Periodically, studies will include position‐by‐position comparisons using market research and internal equity data. The results of these studies may indicate that the entire pay grade structure be adjusted, that individual positions be reassigned to different pay grades, or that no change 2 takes place. Such adjustments will only affect the salary administration framework. No individual salaries will be automatically changed because of structural adjustments. A department director may request that HR reevaluate a job or jobs in his or her department based on significant and permanent changes in job content. In doing so the director will supply needed information and will provide a position description questionnaire as requested. The Chief People Officer will respond to such requests within his or her discretion. 2. Compensation Adjustment Authorization. The City Manager may propose as part of the budget process for Council approval of a compensation adjustment based on (1) competitive market data, (2) changes in internal position relationships, (3) the City's ability to pay, and (4) a recommendation received from the Chief People Officer. Effective the first pay period following Council adoption of this plan all classifications will receive a three percent (3%) salary increase. a) Base Compensation. Compensation for management and professional employees includes bi‐weekly base salary and is paid on a continuing basis. On a fiscal year basis, the bi‐weekly base salary must fall within pay grade limits of no less than 20% below the mid‐point and no more than 20% above the mid‐point. Base salary increases are earned and authorized in accordance with administrative guidelines based upon growth within the position and performance, which must meet or exceed position standards defined through the performance planning and appraisal process described in subsection b below, the salary structure and the City’s ability to pay. Management/professional employees who have received an overall rating of "Meets", “Higher” or "Exceeds" expectations on their annual review and who have not been on a performance improvement plan during the preceding fiscal year will be eligible for an adjustment to base compensation. Nothing herein shall preclude an employee's manager from awarding a mid‐point adjustment increase to an employee on a performance plan at a later date should employee's performance improve. b) Performance Planning and Appraisal. Performance appraisals will be conducted at the end of each fiscal year during the months of July through September 30 each year prior to determining individual employee fixed compensation. This process includes both review of previous performance plan and preparation of the performance plan for the next planning period (usually the fiscal year). Performance plans are jointly prepared by the employee and supervisor with the concurrence of the department head or Council‐appointed officer. The performance plans shall contain measurable objectives which place special emphasis on position description duties or specific assignments. Progress toward meeting objectives 3 shall be monitored periodically. The performance appraisals should be implemented in a manner that will achieve the following objectives: Define the employee’s job duties and expected level of performance for the next review period to ensure that both the employee and supervisor have a clear understanding of the employee’s role and responsibilities; Evaluate and document past performance to serve as a basis for establishing and obtaining future performance standards/objectives; Facilitate two‐way communication and understanding between the employee and his or her supervisor; Counsel and encourage employees to work toward a learning development plan and realize their full potential; Establish future work plan objectives. Work plans should include job related projects or special goals related to regular job duties when applicable. At the conclusion of the fiscal year (or review period), supervisors shall make a final determination of the overall performance rating. Recommendations shall be forwarded to department heads and to the Chief People Officer or appropriate Council appointed officer who will then determine individual fixed adjustments according to the provisions of the compensation plan. Each department will ensure that metrics tie to the performance appraisal. The performance planning and appraisal process should be completed by September 30. C. MANAGEMENT AND PROFESSIONAL COMPENSATION ADJUSTMENT AUTHORIZATION 1. Council‐appointed officers are authorized to pay salaries in accordance with this plan to non‐Council‐appointed management and professional employees in an amount not to exceed the aggregate of approved management and professional positions in the Table of Organization for the applicable fiscal year. 2. Individual management and professional compensation authorized by a Council‐appointed officer under the Management and Professional Compensation Plan may not be less than 20% below nor more than 20% above the mid‐point for the individual position grades authorized in Salary Schedule attached. 3. The Council‐appointed officers are authorized to establish such administrative rules as are necessary to implement the Management and Professional Salary Plan subject to the limitations of the approved compensation adjustment authorization and the approved grade and mid‐point structure. 4. Notwithstanding any other provision of this Compensation Plan, in the event a downward adjustment of a position grade assignment indicates a reduction in the established salary of 4 an individual employee, the Council‐appointed officer may, if circumstances warrant, continue the salary for such employee in an amount in excess of the revised grade limit for a reasonable period of time. Such interim salary rates shall be defined as "Y‐rates." Employees in “Y‐rated” positions shall not be eligible for any increase to base salary unless and until the amount of the “Y‐rated” salary is equal to or less than the published pay rates. Employees assigned to work above class duties shall not be eligible for “Y‐rated” pay on conclusion of a work above class assignment. SECTION II. SPECIAL COMPENSATION This section applies to all eligible regular management and professional positions including Council Appointed Officers as applicable and including Council Members where indicated. Eligibility shall be in conformance with the Merit Rules and Regulations and Administrative Directives issued by the City Manager for the purposes of clarification and interpretation. A. OVERTIME Compensation for overtime work shall be in conformance with the Merit Rules and Regulations and Policies and Procedures. B. IN LIEU HOLIDAY PAY Employees who work a schedule where a regular day off falls on a holiday will be paid for the hours they would have normally worked on that day. If the holiday falls on a non‐workday for an exempt employee, the employee may, with supervisory approval, take another day off within the pay period or the following pay period. C. WORKING ABOVE CLASSIFICATION PAY Where management and professional employees, on a temporary basis, are assigned to perform all significant duties of a higher classification for a period of one month or more, the City Manager may authorize payment within the range of the higher classification for the specified time frame. Working above classification will not exceed six months, unless renewed at the discretion of the City Manager. On expiration of that timeframe, working above classification pay will cease and the employee will return to his or her former pay level. Working above classification pay is not to exceed 10% more than the employee’s current salary and shall be documented on a Personnel Action Form, with a description of the additional duties in the higher classification to be performed and an end date. 5 D. STAND‐BY PAY Employees eligible for overtime may be entitled to stand‐by pay, approved by the City Manager on a case by case basis, in extreme circumstances involving unavailability of non‐management staff. Compensation is as follows: Monday through Friday $40 per day Saturday, Sunday, Holidays $58 per day E. CALL OUT PAY Effective pay period beginning February 26, 2011, Exempt management and professional classifications will be compensated for Call Out as outlined below with Management approval (and will not be eligible for overtime pay). Call Out applies when: (1) an employee previously left City premises, (2) is called back to the work location outside of regularly scheduled working hours, and (3) the Call Back is for an emergency arising out of situations involving real or potential loss of service, property or personal danger. Employees called back will be expected to respond directly to the location of the problem. Compensation is per Call Out as reported on timecard and will be paid as follows: Monday through Friday: $140 per day Saturday and Sunday: $200 per day F. NIGHT SHIFT PREMIUM Night shift differential shall be paid at the rate of five percent (5%) to regular full‐time employees who are regularly assigned to shift work between 6:00 p.m. and 8:00 a.m., or to employees who are temporarily assigned to work a full shift between 6:00 p.m. and 8:00 a.m. G. UNIFORM PURCHASE PLAN ‐ SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE PERSONNEL Uniforms, including cleaning, will be provided with replacement provisions on an as‐needed basis in conformance with department policy. H. GROUP INSURANCE 1. Effective Date of Coverage for New Employees For newly‐hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, long term disability and life insurance plans if these benefits are elected. 6 2. Dual coverage. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each shall be covered only once (as an individual or as a spouse of the other City employee, but not both) and dependent children, if any, shall be covered by only one spouse. 3. Active Employee Health Plan a) During the term of this compensation plan, the maximum City contribution towards medical premiums for eligible full‐time employees per category shall be up to a maximum of the following for any plan: Medical Premium Category (Coverage Level) Maximum City Contribution Effective January 1, 2020 Single (EE only) $840 2‐ Party (EE +1) $1680 Family (EE + 2 or more) $2180 *The PEMHCA minimum changes per statutory determination. Any increases to the PEMHCA minimum during the term of this plan will result in a corresponding decrease to the amount of the additional City contribution, so that the total maximum City contribution never exceeds the amount listed in the “Total Maximum City Contribution” columns above. 7 b) The City’s total maximum contribution towards medical premiums for eligible part time employees shall be prorated based on the number of hours per week the part‐time employee is assigned to work. c) Coverage For Domestic Partners 1) Domestic Partnership Registered with the California Secretary of State: Employees may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State and will be eligible for the Alternative Medical Benefit Program in paragraph 3 below. 2) Domestic Partnership Not Registered with the California Secretary of State: Domestic partners who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the People Strategy and Operations Department, will be eligible for a stipend of two hundred and eighty four dollars ($284.00) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for reimbursement. 4. Alternative Medical Benefit Program If a regular employee and/or the employee’s dependent(s) are eligible for and elect to receive medical insurance through another non‐City of Palo Alto employer‐sponsored or association medical plan, the employee may choose to waive his/her right to the City of Palo Alto’s medical insurance and receive cash payments in the amount of $284.00. 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 register his or her domestic partner with the California Secretary of State 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 ($284.00) 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. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each shall only be eligible once (as an individual or as a spouse of the other City employee, but not both) and not eligible for a waiver. 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 8 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. 5. Retiree Health Plan a) Employees Hired Prior to January 1, 2004 Monthly City‐paid premium contributions for a retiree‐selected health plan through the CalPERS Health Benefits Program will be made as provided under the Public Employees” Medical and Hospital Care Act. The City’s monthly employer contribution for each employee retiring on or after January 1, 2007 and prior to March 31, 2011 shall be the amount necessary to pay for the cost of his or her enrollment in a health benefits plan up to the monthly premium for the second most expensive plan offered to management and professional personnel during the contract term (among the existing array of plans.) The City’s contribution for an employee hired before January 1, 2004 who retires on or after March 30, 2011 shall be the same contribution amount it makes from time to time for active City employees. b) Post – 1/1/04 Hires For those Management and professional employees hired after January 1, 2004, the PERS law vesting schedule set forth in Government Code section 22893 will apply. Under that law, an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five (5) of those years were performed at the City of Palo Alto. After ten (10) years of service credit, each additional service credit year increases the employer contribution percentage by 5% until, at 20 years’ service credit, the employee will be eligible upon retirement for 100% of the specified employer contribution and 90% of their dependent coverage. The City of Palo Alto’s health premium contribution for eligible post – 1/1/04 hires shall be the minimum contribution set by PERS under section 22893 based on a weighted average of available health plan premiums. c) Effective upon ratification and adoption of this compensation plan, the City shall provide active Management employees who were hired before January 1, 2004 with a one‐time opportunity to opt‐in to retiree health benefits provided under California Government Code section 22893. Eligible employees who wish to exercise this option shall inform the Human Resources department of their election in writing no later than 90 days following the ratification and adoption of this compensation plan. 6. Dental Plan a) The City shall pay covered plan charges on behalf of all eligible employees and dependents. (Domestic partners who are either registered with the Secretary of State or who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department are considered 9 dependents under the plan.) Benefits for regular part‐time employees hired or assigned to a part‐time schedule will be prorated in accordance with his/her percentage of a full‐ time work schedule. b) The City’s Dental Plan provides the following: Maximum Benefits per Calendar Year‐ $2,000 per person Lifetime Maximum for Orthodontics‐ The City will pay up to $2,000.00 for orthodontia coverage (not included in annual dental maximum) Major Dental Services 50% UCR* Orthodontics 50% UCR* Basic Benefits (All other covered services) First Calendar Year of Eligibility 70% UCR* Subsequent Calendar Years 70%‐100% *Usual, Customary, and Reasonable Composite (tooth covered) fillings for posterior teeth For each dental plan member, the percentage of coverage for basic benefits will begin at 70% for the first calendar year of coverage and increase by 10% (up to a maximum of 100%) effective the first day of the next calendar year as long as the member utilizes the plan at least once during the current year. Per the Delta Dental contract effective October 1, 2005, if the member does not utilize the plan during the current year, the percentage of coverage for the next calendar year shall remain unchanged from the current year. If a dental plan member ever loses coverage under the plan, the applicable percentage of coverage for basic benefits provided during any future period of coverage will commence at 70% as if the dental plan member was a new enrollee. Examples of when a member might lose coverage under the plan would include: Employee goes on an unpaid leave of absence and elects not to pay the required dental premiums for his/her family’s coverage during the leave. Employee elects to drop one or more covered dependents from the plan during an open enrollment period so that they might be covered on a spouse’s non‐ City of Palo Alto dental plan. 7. Basic Life Insurance The City shall provide a basic group term life insurance with Accidental Death and Dismemberment (AD&D) coverage, in an amount equal to the employee's annual basic pay (rounded to the next highest $1,000) at no‐cost to the employee. AD&D pays an additional amount equal to the employee’s annual basic pay (rounded to the next highest $1,000). 8. Supplemental Life And AD&D Insurance An employee may, at his/her cost, purchase additional life insurance and additional AD&D coverage equal to one‐ or two‐times his or her annual salary. The maximum amount of life 10 insurance available to the employee is up to $325,000 and the maximum amount of AD&D coverage available is up to $325,000. 9. Long Term Disability Insurance a) The City shall provide long term disability (LTD) insurance with a benefit of 2/3 monthly salary, up to a maximum benefit of $10,000 per month. The City shall pay the premium for the first $6,000 of base monthly salary. For employees whose base monthly salary exceeds $6,000, the employee shall pay the cost of the required premium based upon their monthly salary between $6,000 and $15,000. b) For employees whose base monthly salary exceeds $6,000 and who have no eligible dependents covered under the City’s medical, dental or vision plans, the City will pay up to $17.50 per month towards the employee’s cost for LTD coverage. 10. Vision Care a) The City shall provide vision care coverage for employee and dependents. Coverage is administered by Vision Service Plan (VSP). The plan provides an exam every 12 months; lenses every 24 months; frames every 24 months, all subject to a $20 co‐payment as defined in the Vision Services Benefits Plan A schedule. Benefits for regular part‐time employees will be prorated as follows: Employees hired after January 1, 2004, who will work less than full time, will receive prorated premium costs for vision benefits in accordance with his/her percentage of a full‐time work schedule. Vision benefits for regular part‐time employees hired or assigned to a part‐time schedule will be prorated in accordance with his/her percentage of a full‐ time work schedule. b) Effective July 1, 1996, dependents include eligible domestic partners who are either registered with the Secretary of State. I. EMPLOYEE ASSISTANCE PLAN The Employee Assistance Plan (EAP) provides employees with confidential personal counseling, work and family related issues, eldercare, substance abuse, etc. In addition, EAP programs provide a valuable tool for supervisors to refer troubled employees to professional outside help. This service staffed by experienced clinicians is available to employees and their dependents by calling a toll‐free phone line 24 hours a day, seven days a week. Guidance is also available online. J. SAFETY DIFFERENTIALS 1. Police Department ‐ Personnel Development Program 11 Pursuant to administrative rules governing eligibility and qualification, one of the following differentials, whichever is higher, may be granted to sworn police personnel: P.O.S.T. Intermediate Certificate: five percent (5%) above base salary P.O.S.T. Advanced Certificate: seven and a half (7 ½%) above base salary 2. Fire Department ‐ EMT Differential Pursuant to administrative rules governing eligibility and qualification, the following differential may be granted to sworn Fire personnel: EMT Differential: three percent (3%) above base salary K. MANAGEMENT and PROFESSIONAL BENEFIT PROGRAM Management and professional employees are eligible for Sections 1, 2, and 3of the Management Benefit Program below. City Council Members are not eligible for benefits under Section 1 and 2 below. 1. Professional Development ‐ Reimbursement The purpose of this program is to provide employees with resources to improve and supplement their job and professional skills. Reimbursement for authorized self‐ improvement activities may be granted each management and professional employee up to a maximum of five hundred dollars ($500) per fiscal year. A departmental training fund of one thousand dollars per employee ($1,000) will be established for subject matter, leadership or other training that the Department Director identifies as a need for employees within that Department. The following items are eligible for reimbursement: a) Civic and professional association memberships b) Conference participation and travel expenses, which must occur within the compensation plan period. c) Educational programs, books and videos, and tuition reimbursement designed to maintain or improve the employee's skills in performing his or her job or future job opportunities, should support the City’s mission or be necessary to meet the educational requirements for qualification for employment. Permissible educational expenses are refresher courses, courses dealing with current developments, academic or vocational courses, as well as the travel expenses associated with the courses as defined by the City’s travel expense report from the Policy & Procedures Manual Section 1‐02 ASD. 12 d) Professional and trade journal subscriptions not to exceed 12 months. e) Approval will be at discretion of department head and signature is required on reimbursement form. Amounts under this professional development program will be pro‐rated in the first year of employment or promotion into a position covered by this Compensation Plan 2. Excess Benefit This benefit is designed to meet the requirements of Section 125 of the Internal Revenue Code, with exception of Gym or Health Club Membership. Every calendar year, each employee will be provided with $2,500 that they can designate among the following options, subject to caps pursuant to IRS regulations: a) Medical Flexible Spending Account (Medical FSA). Provides reimbursement for excess medical/dental/vision, or expenses that are incurred by employees and their dependents which are not covered or reimbursed by any other source, including existing City‐sponsored plans. This includes prescribed medications and copayments. However, nonprescription dietary supplements (e.g. vitamins, etc.) toiletries (e.g. toothpaste), cosmetics (e.g. face cream), and items used for cosmetic purposes (e.g. Rogaine) are not acceptable. b) Dependent Care Flexible Spending Account (Dependent Care FSA). Provides reimbursement for qualified dependent care expenses under the City's Dependent Care Assistance Program (DCAP), subject to the following limits: Dependent care expenses will be reimbursed only to the extent that the amount of such expenses reimbursed under this Management Benefit Program, when added to the amount (if any) of annual dependent care expenses that the participant has elected under the City's Flexible Benefits Plan, do not exceed the maximum permitted under the DCAP. 1) The annual amount submitted for reimbursement cannot exceed the income of the lower‐paid spouse. 2) The expenses must be employment‐related expenses for the care of one or more dependents who are under 13 years of age and entitled to a dependent deduction under Internal Revenue Code section 151(e) or a dependent who is physically or mentally incapable of caring for himself or herself. 3) The payments cannot be made to a child under 19 years of age or to a person claimed as a dependent. 13 4) If the services are provided by a dependent care center, the center must comply with all state and local laws and must provide care for more than six (6) individuals (other than a resident of the facility). 5) Dependent care expenses not submitted under this section are eligible under the City Dependent Care Assistance Plan (DCAP). However, the maximum amount reimbursed under DCAP will be reduced by any amount reimbursed under the Excess Benefit Plan. c) Non‐taxable Professional Development Spending Account. Provides reimbursement for Non‐Taxable professional development expenses (e.g., job‐related training and education, seminars, training manuals, etc.) to the extent they are not paid or reimbursed under any other plan of the City. d) Gym or Health Club memberships. Provides reimbursement for annual or monthly memberships, including personal trainers. Reimbursement of this expense is taxable to the employee. e) Deferred Compensation. Provides a one‐time contribution to the employee’s City‐ sponsored 457 Deferred Compensation plan with either ICMA‐RC or Mass Mutual. Amounts designated by employees to either the Medical FSA, Dependent Care FSA, or Professional Development options are done so on a “use–it‐or‐lose‐it” basis. This means that any amounts designated and not used by the end of the calendar year (or end of the extended grace period for the medical FSA) will be forfeited by the employee and returned to the plan. Specified amounts under this benefit will be applied on a pro‐rated basis for employees who are part‐time or who are in a management or professional pay status for less than the full fiscal year. Such benefits will be pro‐rated in the first year of employment (based on hire date) but will not be pro‐rated upon separation of employment. 3. City will explore options including a deferred compensation match up to $4000 through a pre‐tax retirement savings account as a replacement for Professional Development in Section 1 and Excess Benefit as provided under Section 2. L. LEAVES 1. Sick Leave a) Sick leave shall be accrued bi‐weekly provided the employee has been in a pay status for 50% or more of a bi‐weekly pay period. Sick leave shall be accrued at the rate of 3.7 hours per bi‐weekly pay period for those employees working a 40‐hour duty schedule. Those assigned work schedules which are greater or lesser than 40 hours will accrue sick leave at the ratio of their work schedule to 40 hours. 14 b) Employees may use up to 20 hours of sick leave per calendar year for personal business. The scheduling of such leave is subject to the approval of the appropriate level of Management. c) Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and by Section 609 of the Merit Rules and Regulations. In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. d) Employees that were hired before December 1, 1983 and who leave the municipal service in good standing, or who die while employed in good standing by the city, and who have 15 or more years of continuous service shall receive compensation for unused sick leave hours in a sum equal to two and one‐half percent (2½%) of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. Full sick leave accrual will be paid in the event of termination due to disability. See Merit System Rules and Regulations, Chapter 6, Section 609. e) Up to nine (9) days of sick leave per calendar year may be used for illness in the immediate family, including a registered domestic partner. f) Management and Professional employees eligible, as specified above if hired before December 1, 1983, to be compensated for sick leave may annually convert sick leave hours in excess of 600 to cash or deferred compensation, according to the formula set forth above, up to a maximum of $2,000 per fiscal year. g) In accordance with the City Merit Rules and Regulations, a new employee may, if necessary, use up to 48 hours or shift equivalent of sick leave at any time during the first six (6) months of employment. 2. Management Annual Leave a) Exempt Employees Regular management and professional employees will be credited with 80 hours of annual leave. This leave is granted in recognition of the extra hours Management and Professional employees work over their regular schedule. This leave may be taken as paid time off, added to vacation accrual (subject to vacation accrual limitations), taken as cash or taken as deferred compensation. When time off is taken under this provision, 10‐hour shift workers will receive one shift off for each 8 hours charged; 24‐hour shift workers will receive one‐half (½) shift off for each 8 hours charged. 15 In 2012, the City transitioned this benefit from a fiscal to calendar year basis for administrative purposes. Beginning in 2013 and each calendar year thereafter, employees will be credited with 80 hours of management annual leave. Entitlement under this provision will be reduced on a prorated basis for part‐time status, or according to the number of months in paid status during the year; employees who have used more than the pro‐rated share at the time they leave City service shall be required to repay the balance or have it deducted from their final check. Unused balances as of the end of the year will be paid in cash unless a different option as indicated above is elected by the employee. b) Non‐Exempt Employees Based on an audit recommendation to eliminate payment of overtime as well as management leave for non‐exempt employees in the management group, the City is transitioning away from providing management leave to non‐exempt employees. As part of the transition, and in order to minimize impacts to current employees, the City will phase‐out elimination of the 80 hours of management leave for all current non‐exempt Management and Professional employees (those eligible to earn overtime). Beginning on July 1, 2014 all employees in non‐exempt positions will receive overtime pay for hours actually worked, but will no longer receive management leave. Employees hired into non‐exempt management positions on or after February 26, 2011 will receive overtime only and will not be eligible for management leave. 3. Vacation Vacation will be accrued when an employee is in pay status and will be credited on a bi‐ weekly basis. Total vacation accrual at any one time may not exceed three (3) times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status: a) Less than nine (9) years. For employees completing less than nine (9) years continuous service: 120 hours vacation leave per year; provided that: i. The City Manager is authorized to adjust department head annual vacation accrual to provide for a maximum of 160 hours for those hired between July 1, 1996 and June 30, 2001; and ii. The City manager is authorized to adjust the annual vacation accrual of employees hired on or after July 1, 2001, to provide up to 40 additional hours (i.e., to a maximum annual accrual of 160 hours) for service with a prior employer. 16 b) Nine (9), but less than fourteen (14) years. For employees completing nine (9), but not more than fourteen (14) years continuous service; 160 hours vacation per year. c) Fourteen (14), but less than nineteen (19) years. For employees completing fourteen (14), but not more than nineteen (19) years continuous service; 180 hours vacation leave per year. d) Nineteen (19) or more years. For employees completing nineteen (19) or more years continuous service; 200 hours vacation leave per year. e) Employees are eligible to cash out vacation accrual balances in excess of 80 hours. An employee may cash out a minimum of eight (8) hours to a maximum of 120 hours of accrued vacation provided the employee has taken 80 vacation hours in the previous 12 months and has followed the election procedures set forth in this section. Employees must elect the number of vacation hours they will cash‐out during the next calendar year, up to the maximum of 120 hours. For the 2012 calendar vacation year, employees will make their election for vacation hours to cash out no later than November 1, 2012. The election will apply only to vacation hours that are accrued in the next calendar year and that are eligible for cash‐out. The election to cash‐out vacation hours in each designated year will be irrevocable. This means that employees who elect to cash‐out vacation hours must cash‐out the number of accrued hours pre‐designates on the election form. Employees who do not elect a cash‐out amount by November 1 of the prior calendar year will be deemed to have waived the right to cash out any leave in the following tax year and will not be eligible to cash‐out vacation hours in the next tax year Employees who elect cash‐out amounts may request a cash‐out at any time in the designated tax year by submitting a cash‐out form to payroll. Payroll will complete the cash‐out upon request, provided the requested cash‐out amount has accrued and is consistent with the amount the employee pre‐designated. If the full amount of hours designated for cash‐out is not available at the time of cash‐out request, the maximum available will be paid. For employees who have not requested cash‐out of the elected amount by November 1 of each year, Payroll will automatically cash‐out the elected amount in a paycheck issued on or after the payroll date including November 1. 4. Bereavement Leave of absence with pay of three (3) days may be granted an employee by the head of his/her department in the event of death in the employee’s immediate family, which is 17 defined for purposes of this section as wife, husband, son, son‐in‐law, step‐son, daughter, daughter‐in‐law, step‐daughter, mother, mother‐in‐law, father, father‐in‐law, brother, brother‐in‐law, sister, sister‐in‐law, grandmother, grandmother‐in‐law, grandfather, grandfather‐in‐law, grandchild, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of employee. Such leave shall be at full pay and shall not be charged against the employee’s accrued vacation or sick leave. Requests for leave in excess of three days shall be subject to the approval of a Council‐Appointed Officer for employees under his/her control. 5. Use of accrued leave credits during leaves of absence. During unpaid leaves of absence for disability or other reasons, the employee may elect and the City may require the employee to use accrued paid vacation and sick leave in a manner consistent with state and federal law. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. M. RETIREMENT PENSION 1. Miscellaneous Pension Formulas: a. Miscellaneous Pension Group A: 2.7% at 55. The City provides retirement benefits under the California Public Employees Retirement System at the level of 2.7% at age 55 for employees hired before July 17, 2010, with a one year final compensation period. b. Miscellaneous Pension Group B: 2% at 60:For miscellaneous employees hired on or after July 17, 2010, and before January 1, 2013, and employees hired on or after January 1, 2013 who are not “new members” of CalPERS as defined in the Public Employees’ Pension Reform Act (often referred to as “Classic” CalPERS members)the City offers the CalPERS retirement formula two percent (2.0%) of final salary at age sixty (60), with a one (1) year final compensation period. c. Miscellaneous Pension Group C: 2% at 62. Employees hired on or after January 1, 2013 meeting the definition of “new member” under the Public Employees’ Pension Reform Act (Gov’t. Code s. 7522 et seq.) shall be subject to all of the provisions of that law, including but not limited to the two percent at age 62 (2%@62) retirement formula with a three (3) year final compensation period. 2. Safety Pension Formulas: a. Safety Pension Group A: 3% at 50. For Safety members, the City currently offers the CalPERS "3% at 50" full formula (Section 21362.2) benefit, with a one (1) year final compensation period. 18 b. Safety Pension Group B: 3% at 55. Local Fire Safety members newly hired after 6/08/12 will be placed in the 3%@55 formula. As soon as administratively possible, the City intends to modify the Local Police Safety formula for new hires to 3%@55 formula. c. Safety Pension Group C: New employees hired on or after January 1, 2013 who are “new members” as defined by the California Public Employees’ Pension Reform Act (PEPRA), will be subject to the terms of that statute, with a three (3) year final compensation period. 3. Employee PERS Share. a. Miscellaneous Employee Shares: Employees in Miscellaneous Pension Group A shall pay the full eight percent (8%) employee contribution. Employees in Miscellaneous Pension Group B shall pay the full seven percent (7%) employee contribution. Employees in Miscellaneous Pension Group C shall pay the employee contribution required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost. b. Safety Employee Shares. Employees in Safety Pension Group A shall pay the full nine percent (9%) PERS employee contribution. Employees in Safety Pension Group B shall pay the full eight percent (9%) PERS employee contribution. Employees in Safety Pension Group C shall pay the employee contribution required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost. Employees under the 2%@62 benefit shall pay at least 50 percent of the total normal cost or the same contribution rate as “similarly situated” employees, whichever is higher. 4. Employer Share a. Miscellaneous (Non‐Safety) Management and Professional: As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Miscellaneous (non‐Safety) Management and Professional employee shall pay one‐ half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. Effective the first full pay period including July 1, 2018, each Miscellaneous (non‐Safety) Management and Professional employee shall pay an additional one‐half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. This will result in Miscellaneous (non‐Safety) Management and Professional employees paying a total of one (1) percent of the employer share in addition to their employee contribution . 19 b. Safety Management: As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Safety Management employee shall pay one and one‐half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. Effective the first full pay period including July 1, 2018, each Safety Management employee shall pay an additional one and one‐half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. This will result in Safety Management employees paying a total of three (3) percent of the employer share in addition to their employee contribution. 5. Final Compensation. Final compensation for purposes of retirement shall be as set forth in the City’s contract with CalPERS, including, when applicable, the Government Code Section 20692: Optional Benefit, except as may otherwise be required by PEPRA. 6. Employee PERS contributions shall be made on a tax deferred basis, in accordance with Section 414(h)(2) of the Internal Revenue Code. All provisions of this subsection are subject to and conditioned upon compliance with IRS regulations. 7. Final compensation for employees under the 2%@62 benefit shall be as set forth in PEPRA, including calculation based on the average of three highest consecutive years and a cap on pensionable compensation based on IRS limits for employers that do not participate in social security. N. COMMUTE INCENTIVES and PARKING 1. Civic Center Parking. Employees assigned to Civic Center and adjacent work locations. The City will provide a Civic Center Garage parking permit. Employees hired after June 30, 1994 may initially receive a parking permit for another downtown lot, subject to the availability of space at the Civic Center Garage. 2. Alternative Commute Incentives: Employees who qualify may voluntarily elect one commute incentives, including but not limited to the following options, for those using an eligible commute alternative on 60% or more of their scheduled work days per month: a) Public Transit and Vanpool. The City provides tax‐free commute incentives up to the current IRS limit, as may be amended from time to time, (currently $125/month) are available through the Commuter Check Direct (CCD) website for employees 20 using Bay Area public transportation or riding in a registered vanpool at least 60% of their scheduled work days. Administration of the Commuter Check benefit shall be subject to the rules and regulations of the third‐ party administrator. b) Go Pass. The Go Pass program will offer civic center and other downtown‐based employees a Caltrans Go Pass that allows unlimited rides on Caltrain in all zones seven days per week, to any City of Palo Alto employee. c) Bicycle. The City will provide employees with a tax‐free incentive of $20 per month to eligible employees who ride a bicycle to work. d) Carpool. The City will provide with a taxable incentive of $30 per month to each eligible employee in a carpool with two or more licensed drivers. e) Walk. The City will provide employees with a taxable incentive of $20 per month to eligible employees who walk to work. O. AT‐WILL STATUS Certain Management and Professional Positions are designated as having “at‐will” employment status. Employees hired into “at‐will” positions shall have no constitutionally protected property or other interest in their employment with the City. Notwithstanding any provision in the Merit System Rules and Regulations or any other City rule, policy or procedure, at‐will employees have no right to continued employment or pre‐or post‐disciplinary due process and work at the will and pleasure of the hiring authority (City Council, City Manager or Council‐Appointed Officer). Work for an at‐will employee may be eliminated and/or the employee may be terminated, or asked to resign, at any time, with or without cause, upon notice to that employee, and the employee may resign at any time upon written notice to the hiring authority. 1. At‐will Management & Professional positions. Department heads hired after July 1, 2004 and prior to the date of adoption of this plan were hired as at‐will employees whose terms of employment are specified by an employment contract that includes a severance package. Effective on the date of adoption of this plan, new employees hired or promoted to department head, assistant department director, and all other positions listed on Attachment B shall be at‐will employees. At‐will employees will be eligible for, and shall receive, all regular benefits (i.e., health insurance, PERS contribution to the extent paid by City, etc.) and vacation, sick leave, and management leave as are generally provided to management employees and described in this compensation plan, as amended from time to time. At‐will employees who are terminated or asked to resign shall, upon execution of a release of all claims against the 21 City, be eligible for a severance payment equivalent to four (4) weeks of salary and benefits, increasing after completion of the first full year of service by one (1) week for every completed year of service, up to a maximum of 12 weeks. For example, an at‐will employee who has completed six (6) years of service would be eligible to receive ten (10) weeks of severance (4 weeks plus 1 week for each year of service). No severance shall be paid if the employee is terminated for serious misconduct involving abuse of his or her office or position, including but not limited to waste, fraud, violation of the law under color of authority, misappropriation of public resources, violence, harassment or discrimination. If the employee is later convicted of a crime involving such abuse of his or her position the employee shall fully reimburse the City as set forth in Government Code section 53243.3. 2. Provisional employees. The City has created a program for Provisional employment when funding is available. The program’s purpose is to create limited duration senior management level work for the City Manager’s Office or as designated by the City Manager. A Provisional Employee will be an “at will” employee whose term of employment shall be no more than two (2) years. A Provisional Employee shall be exempt and not eligible to earn overtime. A Provisional Employee will receive limited benefits as specified in an Employment Agreement. Sections I and II of this Compensation Plan shall not apply to Provisional Employees, except as specified by the City Manager. 3. Management and Legal Fellows. The City has created programs for Management Fellows and Legal Fellows when funding is available. The programs’ purpose is to create limited duration entry level positions for management graduates and lawyers. Fellows will be “at will” employees whose term of employment shall be no more than two (2) years. Fellows shall be PERS exempt to the extent allowed by law, but may receive vacation, sick leave, health care benefits and other limited benefits, as determined by the City Manager or City Attorney. Sections I and II of this Plan shall not apply to Management and Legal Fellows, except as specified by the City Manager or City Attorney. P. ADDITIONAL COMPENSATION FOR MAYOR AND VICE MAYOR The Mayor shall receive $150 monthly, and the Vice Mayor $100 monthly to defray additional expenses of these offices. Q. REIMBURSEMENT FOR RELOCATION EXPENSE Policy Statement The City of Palo Alto, in rare instances, may provide a Basic Relocation Benefits Package for new management and professional employees, upon the approval of the City Manager or designated subordinate. In addition, the provision of “Optional Benefits” or portions thereof, may be 22 extended for exceptional circumstances and only the approval of the City Manager or designee, or for Council‐appointed officers, the City Council. The details of the Relocation Expense program are specified in the City’s Relocation Expense policy and all relocation reimbursements shall be subject to the provisions of that policy. R. MEAL ALLOWANCE Management and professional employees assigned to attend night meetings are eligible to receive reimbursement for up to $20.00 per dinner. This provision covers only receipted meals actually taken and submitted for reimbursement. S. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS Notwithstanding the grievance procedures provided in Chapter 11 of the City of Palo Alto’s Merit System Rules and Regulations, any Management and Professional employee who is supervised by a Council Appointed Officer and has a grievance against that Council Appointed Officer or regarding the conduct of that Council Appointed Officer shall, following an attempt to resolve the grievance pursuant to Step One (informal discussion), summarize the grievance regarding the Council Appointed Officer in writing and submit it to the Director of Human Resources for review and resolution using the methods he/she considers appropriate. T. MERIT RULES The City will include members of the Management/Professional Compensation Committee in discussions regarding revision of the Merit Rules and Regulations. 23 Attachment B At‐Will Positions Management and Professional Unit The intent of this provision under the Management/Professional Compensation Plan is to designate classifications at the department head, assistant director, deputy director, division manager and senior professional levels as at‐will. The applicable Council Appointed Officer may designate newly created positions at those levels not included on this list as at‐will. Existing classifications that shall be at‐will include but are not limited to: Department Heads‐ All departments Assistant Directors‐ All departments Deputy Directors‐ All departments Division Managers Administrative Services Director, Administrative Services/Chief Financial Officer Director, Office of Management & Budget Assistant Director, Administrative Services Chief Budget Officer Manager, Accounting Chief Procurement Officer Manager, Real Property City Attorney Senior Assistant City Attorney Assistant City Attorney Sr. Deputy City Attorney Deputy City Attorney Legal Fellow City Auditor Deputy City Auditor Sr. Performance Auditor City Clerk Assistant City Clerk Deputy City Clerk City Manager Assistant City Manager/Chief Operating Officer Assistant to City Manager 24 Chief Communications Officer Chief Sustainability Officer Communications Manager Manager, Economic Development Management Fellow Community Services Director, Community Services Assistant Director, Community Services Manager, Community Services Manager, Community Services Program Senior Human Resources Director of Human Resources/Chief People Officer Assistant Director, Human Resources Human Resources Manager Senior Administrator Human Resources IT Director, IT/Chief Information Officer Manager, Information Technology Library Director, Libraries Assistant Director, Library Services Division Head, Collection & Technical Services Manager, Library Services Planning & Community Environment Director, Planning & Community Environment Assistant Director, Planning & Community Environment Planning Manager Division Manager, Chief Planning Official Division Manager, Chief Transportation Official Development Services Department Development Services Director Chief Building Official Assistant Building Official Planning Manager Public Safety Chief of Police/Director of Public Safety Fire Chief /Assistant Public Safety Director Assistant Police Chief 25 Emergency Services Director Deputy Director – Technical Services Division (police department) Deputy Fire Chief Public Works Director, Public Works/City Engineer Assistant Director, Public Works – Environmental Services Assistant Director, Public Works – Public Services Assistant Director, Public Works – Engineering Manager, Airport Manager, Fleet Water Quality Control Plant Manager Utilities Director, Utilities CITY OF PALO ALTO COMPENSATION PLAN Management and Professional Personnel And Council Appointees Effective July 1, 20196 through June 30, 202019, except where specifically noted. 2 SECTION I. COMPENSATION ....................................................................................................... 1 A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY ........................................... 1 B. BASIC PLAN ELEMENTS ........................................................................................................ 1 C. MANAGEMENT AND PROFESSIONAL COMPENSATION ADJUSTMENT AUTHORIZATION ... 3 SECTION II. SPECIAL COMPENSATION ...................................................................................... 4 A. OVERTIME ............................................................................................................................ 4 B. IN LIEU HOLIDAY PAY ........................................................................................................... 4 C. WORKING ABOVE CLASSIFICATION PAY .............................................................................. 4 D. STAND‐BY PAY .................................................................................................................. 5 E. CALL OUT PAY....................................................................................................................... 5 F. NIGHT SHIFT PREMIUM ........................................................................................................ 5 G. UNIFORM PURCHASE PLAN ‐ SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE PERSONNEL ................................................................................................................................. 5 H. GROUP INSURANCE .......................................................................................................... 5 I. EMPLOYEE ASSISTANCE PLAN ............................................................................................ 10 J. SAFETY DIFFERENTIALS ...................................................................................................... 10 K. MANAGEMENT and PROFESSIONAL BENEFIT PROGRAM .................................................. 11 L. LEAVES ................................................................................................................................ 13 M. RETIREMENT PENSION ................................................................................................... 17 N. COMMUTE INCENTIVES and PARKING ........................................................................... 19 O. AT‐WILL STATUS ............................................................................................................. 20 P. ADDITIONAL COMPENSATION FOR MAYOR AND VICE MAYOR ........................................ 21 Q. REIMBURSEMENT FOR RELOCATION EXPENSE .............................................................. 21 R. MEAL ALLOWANCE ............................................................................................................ 22 S. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS .............................................. 22 T. MERIT RULES ...................................................................................................................... 22 1 COMPENSATION PLAN FOR THE CITY OF PALO ALTO Management and Professional Personnel As used in this Plan, the term “Management and Professional” refers to all employees, including Confidential employees, previously classified as “Management and Confidential” by the City. This group will hereafter be identified as “Management and Professional” personnel. SECTION I. COMPENSATION This section applies to all management and professional employees and does not include Council Members or Council‐appointed officers. Each Council‐appointed officer shall be the responsible decision‐maker under this Plan for those employees in departments under his/her control. A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY The City's policy for management and professional compensation is to establish and maintain a general structure based on marketplace norms and internal job alignment with broad compensation grades and ranges. Structures and ranges will be reviewed and updated as necessary based on marketplace survey data, internal relationships, and City financial conditions. Individual compensation adjustments will be considered by the Council‐appointed officer based on (1) performance factors including achievement of predetermined objectives; (2) pay structure adjustments; and (3) City financial conditions. B. BASIC PLAN ELEMENTS 1. Structure. The compensation plan includes separate multi‐grade structures for both management and professional employees. Each grade will have a salary range with a mid‐point which is 20% above the minimum, and 20% below the maximum of the range. All management and professional positions will be assigned an appropriate pay grade based on salary survey data and internal relationships. Actual salary within the range is determined by experience and performance. Competitive marketplace studies will be conducted as needed by surveying a maximum of 14 organizations similar to Palo Alto in number of employees, funding mechanisms, population and services provided. A market study is planned to be completed by January 2017. These studies will focus on total compensation for management positions such as first line supervisors, administrative, confidential, professional and top management. Periodically, studies will include position‐by‐position comparisons using market research and internal equity data. The results of these studies may indicate that the entire pay grade structure be adjusted, that individual positions be reassigned to different pay grades, or that no change 2 takes place. Such adjustments will only affect the salary administration framework. No individual salaries will be automatically changed because of structural adjustments. A department director may request that HR reevaluate a job or jobs in his or her department based on significant and permanent changes in job content. In doing so the director will supply needed information and will provide a position description questionnaire as requested. The Chief People Officer will respond to such requests within his or her discretion. 2. Compensation Adjustment Authorization. In consultation with feedback received from the Management and Professional Compensation Committee, theThe City Manager may propose as part of the budget process for Council approval of a compensation adjustment based on (1) competitive market data, (2) changes in internal position relationships, (3) the City's ability to pay, and (4) a recommendation received from the Chief People Officer. Effective the first pay period following Council adoption of this plan all classifications will receive a threewo and one‐ half percent (32.5%) salary increase. Effective the pay period including July 1, 2017, all classifications will receive a two and one‐half percent (2.5%) salary increase. Effective the pay period including July 1, 2018, all classifications will receive a two and one‐half percent (2.5%) salary increase. a) Base Compensation. Compensation for management and professional employees includes bi‐weekly base salary and is paid on a continuing basis. On a fiscal year basis, the bi‐weekly base salary must fall within pay grade limits of no less than 20% below the mid‐point and no more than 20% above the mid‐point. Base salary increases are earned and authorized in accordance with administrative guidelines based upon growth within the position and performance, which must meet or exceed position standards defined through the performance planning and appraisal process described in subsection b below, the salary structure and the City’s ability to pay. Management/professional employees who have received an overall rating of "Meets", “Higher” or "Exceeds" expectations on their annual review and who have not been on a performance improvement plan during the preceding fiscal year will be eligible for an adjustment to base compensation. Nothing herein shall preclude an employee's manager from awarding a mid‐point adjustment increase to an employee on a performance plan at a later date should employee's performance improve. b) Performance Planning and Appraisal. Performance appraisals will be conducted at the end of each fiscal year during the months of July through September 30 each year prior to determining individual employee fixed compensation. This process includes both review of previous performance plan and preparation of the performance plan for the next planning period (usually the fiscal year). Performance plans are jointly prepared by the employee and supervisor with the concurrence of the department head or Council‐appointed officer. The performance plans shall contain measurable objectives which place special emphasis on position description duties or specific assignments. Progress toward meeting objectives 3 shall be monitored periodically. The performance appraisals should be implemented in a manner that will achieve the following objectives: Define the employee’s job duties and expected level of performance for the next review period to ensure that both the employee and supervisor have a clear understanding of the employee’s role and responsibilities; Evaluate and document past performance to serve as a basis for establishing and obtaining future performance standards/objectives; Facilitate two‐way communication and understanding between the employee and his or her supervisor; Counsel and encourage employees to work toward a learning development plan and realize their full potential; Establish future work plan objectives. Work plans should include job related projects or special goals related to regular job duties when applicable. At the conclusion of the fiscal year (or review period), supervisors shall make a final determination of the overall performance rating. Recommendations shall be forwarded to department heads and to the Chief People Officer or appropriate Council appointed officer who will then determine individual fixed adjustments according to the provisions of the compensation plan. Each department will ensure that metrics tie to the performance appraisal. The performance planning and appraisal process should be completed by September 30. C. MANAGEMENT AND PROFESSIONAL COMPENSATION ADJUSTMENT AUTHORIZATION 1. Council‐appointed officers are authorized to pay salaries in accordance with this plan to non‐Council‐appointed management and professional employees in an amount not to exceed the aggregate of approved management and professional positions in the Table of Organization for the applicable fiscal year. 2. Individual management and professional compensation authorized by a Council‐appointed officer under the Management and Professional Compensation Plan may not be less than 20% below nor more than 20% above the mid‐point for the individual position grades authorized in Salary Schedule attached. 3. The Council‐appointed officers are authorized to establish such administrative rules as are necessary to implement the Management and Professional Salary Plan subject to the limitations of the approved compensation adjustment authorization and the approved grade and mid‐point structure. 4. Notwithstanding any other provision of this Compensation Plan, in the event a downward adjustment of a position grade assignment indicates a reduction in the established salary of 4 an individual employee, the Council‐appointed officer may, if circumstances warrant, continue the salary for such employee in an amount in excess of the revised grade limit for a reasonable period of time. Such interim salary rates shall be defined as "Y‐rates." Employees in “Y‐rated” positions shall not be eligible for any increase to base salary unless and until the amount of the “Y‐rated” salary is equal to or less than the published pay rates. Employees assigned to work above class duties shall not be eligible for “Y‐rated” pay on conclusion of a work above class assignment. SECTION II. SPECIAL COMPENSATION This section applies to all eligible regular management and professional positions including Council Appointed Officers as applicable and including Council Members where indicated. Eligibility shall be in conformance with the Merit Rules and Regulations and Administrative Directives issued by the City Manager for the purposes of clarification and interpretation. A. OVERTIME Compensation for overtime work shall be in conformance with the Merit Rules and Regulations and Policies and Procedures. B. IN LIEU HOLIDAY PAY Employees who work a schedule where a regular day off falls on a holiday will be paid for the hours they would have normally worked on that day. If the holiday falls on a non‐workday for an exempt employee, the employee may, with supervisory approval, take another day off within the pay period or the following pay period. C. WORKING ABOVE CLASSIFICATION PAY Where management and professional employees, on a temporary basis, are assigned to perform all significant duties of a higher classification for a period of one month or more, the City Manager may authorize payment within the range of the higher classification for the specified time frame. Working above classification will not exceed six months, unless renewed at the discretion of the City Manager. On expiration of that timeframe, working above classification pay will cease and the employee will return to his or her former pay level. Working above classification pay is not to exceed 10% more than the employee’s current salary and shall be documented on a Personnel Action Form, with a description of the additional duties in the higher classification to be performed and an end date. 5 D. STAND‐BY PAY Employees eligible for overtime may be entitled to stand‐by pay, approved by the City Manager on a case by case basis, in extreme circumstances involving unavailability of non‐management staff. Compensation is as follows: Monday through Friday $40 per day Saturday, Sunday, Holidays $58 per day E. CALL OUT PAY Effective pay period beginning February 26, 2011, Exempt management and professional classifications will be compensated for Call Out as outlined below with Management approval (and will not be eligible for overtime pay). Call Out applies when: (1) an employee previously left City premises, (2) is called back to the work location outside of regularly scheduled working hours, and (3) the Call Back is for an emergency arising out of situations involving real or potential loss of service, property or personal danger. Employees called back will be expected to respond directly to the location of the problem. Compensation is per Call Out as reported on timecard and will be paid as follows: Monday through Friday: $140 per day Saturday and Sunday: $200 per day F. NIGHT SHIFT PREMIUM Night shift differential shall be paid at the rate of five percent (5%) to regular full‐time employees who are regularly assigned to shift work between 6:00 p.m. and 8:00 a.m., or to employees who are temporarily assigned to work a full shift between 6:00 p.m. and 8:00 a.m. G. UNIFORM PURCHASE PLAN ‐ SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE PERSONNEL Uniforms, including cleaning, will be provided with replacement provisions on an as‐needed basis in conformance with department policy. H. GROUP INSURANCE 1. Effective Date of Coverage for New Employees For newly‐hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, long term disability and life insurance plans if these benefits are elected. 6 2. Dual coverage. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each shall be covered only once (as an individual or as a spouse of the other City employee, but not both) and dependent children, if any, shall be covered by only one spouse. 3. Active Employee Health Plan a) During the term of this compensation plan, the maximum City contribution towards medical premiums for eligible full‐time employees per category shall be up to a maximum of the following for any plan: Medical Premium Category (Coverage Level) PEMHCA contribution *2016/2017/ 2018/ 2019 (projected for 2018 and 2019) Additional City Contribution 2016/2017/ 2018/ 2019 (projected for 2018 and 2019) Up to a Total Maximum City Contribution Effective as soon as administratively possible following plan adoption Up to a Total Maximum City Contribution Effective January 1, 2017 Up to a Total Maximum City Contribution Effective January 1, 2018 Up to a Total Maximum City Contribution Effective January 1, 2019 Maximum City Contribution Effective January 1, 2020 Single (EE only) 2016 2017 2018 2019 $125 $128 $131 $135 $618 $645 $673 $702 $743 $773 $804 $837 $840 2‐ Party (EE +1) 2016 2017 2018 2019 $125 $128 $131 $135 $1360 $1416 $1475 $1536 $1,485 $1,544 $1606 $1671 $1680 Family (EE + 2 or more) 2016 2017 2018 2019 $125 $128 $131 $135 $1806 $1880 $1957 $2037 $1,931 $2,008 $2088 $2172 $2180 *The PEMHCA minimum changes per statutory determination. Any increases to the PEMHCA minimum during the term of this plan will result in a corresponding decrease to the amount of the additional City contribution, so that the total maximum City contribution never exceeds the amount listed in the “Total Maximum City Contribution” columns above. 7 b) The City’s total maximum contribution towards medical premiums for eligible part time employees shall be prorated based on the number of hours per week the part‐time employee is assigned to work. c) Coverage For Domestic Partners 1) Domestic Partnership Registered with the California Secretary of State: Employees may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State and will be eligible for the Alternative Medical Benefit Program in paragraph 3 below. 2) Domestic Partnership Not Registered with the California Secretary of State: Domestic partners who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the People Strategy and Operations Department, will be eligible for a stipend of two hundred and eighty four dollars ($284.00) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for reimbursement. 4. Alternative Medical Benefit Program If a regular employee and/or the employee’s dependent(s) are eligible for and elect to receive medical insurance through another non‐City of Palo Alto employer‐sponsored or association medical plan, the employee may choose to waive his/her right to the City of Palo Alto’s medical insurance and receive cash payments in the amount of $284.00. 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 register his or her domestic partner with the California Secretary of State 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 ($284.00) 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. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each shall only be eligible once (as an individual or as a spouse of the other City employee, but not both) and not eligible for a waiver. 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 8 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. 5. Retiree Health Plan a) Employees Hired Prior to January 1, 2004 Monthly City‐paid premium contributions for a retiree‐selected health plan through the CalPERS Health Benefits Program will be made as provided under the Public Employees” Medical and Hospital Care Act. The City’s monthly employer contribution for each employee retiring on or after January 1, 2007 and prior to March 31, 2011 shall be the amount necessary to pay for the cost of his or her enrollment in a health benefits plan up to the monthly premium for the second most expensive plan offered to management and professional personnel during the contract term (among the existing array of plans.) The City’s contribution for an employee hired before January 1, 2004 who retires on or after March 30, 2011 shall be the same contribution amount it makes from time to time for active City employees. b) Post – 1/1/04 Hires For those Management and professional employees hired after January 1, 2004, the PERS law vesting schedule set forth in Government Code section 22893 will apply. Under that law, an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five (5) of those years were performed at the City of Palo Alto. After ten (10) years of service credit, each additional service credit year increases the employer contribution percentage by 5% until, at 20 years’ service credit, the employee will be eligible upon retirement for 100% of the specified employer contribution and 90% of their dependent coverage. The City of Palo Alto’s health premium contribution for eligible post – 1/1/04 hires shall be the minimum contribution set by PERS under section 22893 based on a weighted average of available health plan premiums. c) Effective upon ratification and adoption of this compensation plan, the City shall provide active Management employees who were hired before January 1, 2004 with a one‐time opportunity to opt‐in to retiree health benefits provided under California Government Code section 22893. Eligible employees who wish to exercise this option shall inform the Human Resources department of their election in writing no later than 90 days following the ratification and adoption of this compensation plan. 6. Dental Plan a) The City shall pay covered plan charges on behalf of all eligible employees and dependents. (Domestic partners who are either registered with the Secretary of State or who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department are considered 9 dependents under the plan.) Benefits for regular part‐time employees hired or assigned to a part‐time schedule will be prorated in accordance with his/her percentage of a full‐ time work schedule. b) The City’s Dental Plan provides the following: Maximum Benefits per Calendar Year‐ $2,000 per person Lifetime Maximum for Orthodontics‐ The City will pay up to $2,000.00 for orthodontia coverage (not included in annual dental maximum) Major Dental Services 50% UCR* Orthodontics 50% UCR* Basic Benefits (All other covered services) First Calendar Year of Eligibility 70% UCR* Subsequent Calendar Years 70%‐100% *Usual, Customary, and Reasonable Composite (tooth covered) fillings for posterior teeth For each dental plan member, the percentage of coverage for basic benefits will begin at 70% for the first calendar year of coverage and increase by 10% (up to a maximum of 100%) effective the first day of the next calendar year as long as the member utilizes the plan at least once during the current year. Per the Delta Dental contract effective October 1, 2005, if the member does not utilize the plan during the current year, the percentage of coverage for the next calendar year shall remain unchanged from the current year. If a dental plan member ever loses coverage under the plan, the applicable percentage of coverage for basic benefits provided during any future period of coverage will commence at 70% as if the dental plan member was a new enrollee. Examples of when a member might lose coverage under the plan would include: Employee goes on an unpaid leave of absence and elects not to pay the required dental premiums for his/her family’s coverage during the leave. Employee elects to drop one or more covered dependents from the plan during an open enrollment period so that they might be covered on a spouse’s non‐ City of Palo Alto dental plan. 7. Basic Life Insurance The City shall provide a basic group term life insurance with Accidental Death and Dismemberment (AD&D) coverage, in an amount equal to the employee's annual basic pay (rounded to the next highest $1,000) at no‐cost to the employee. AD&D pays an additional amount equal to the employee’s annual basic pay (rounded to the next highest $1,000). 8. Supplemental Life And AD&D Insurance An employee may, at his/her cost, purchase additional life insurance and additional AD&D coverage equal to one‐ or two‐times his or her annual salary. The maximum amount of life 10 insurance available to the employee is up to $325,000 and the maximum amount of AD&D coverage available is up to $325,000. 9. Long Term Disability Insurance a) The City shall provide long term disability (LTD) insurance with a benefit of 2/3 monthly salary, up to a maximum benefit of $10,000 per month. The City shall pay the premium for the first $6,000 of base monthly salary. For employees whose base monthly salary exceeds $6,000, the employee shall pay the cost of the required premium based upon their monthly salary between $6,000 and $15,000. b) For employees whose base monthly salary exceeds $6,000 and who have no eligible dependents covered under the City’s medical, dental or vision plans, the City will pay up to $17.50 per month towards the employee’s cost for LTD coverage. 10. Vision Care a) The City shall provide vision care coverage for employee and dependents. Coverage is administered by Vision Service Plan (VSP). The plan provides an exam every 12 months; lenses every 24 months; frames every 24 months, all subject to a $20 co‐payment as defined in the Vision Services Benefits Plan A schedule. Benefits for regular part‐time employees will be prorated as follows: Employees hired after January 1, 2004, who will work less than full time, will receive prorated premium costs for vision benefits in accordance with his/her percentage of a full‐time work schedule. Vision benefits for regular part‐time employees hired or assigned to a part‐time schedule will be prorated in accordance with his/her percentage of a full‐ time work schedule. b) Effective July 1, 1996, dependents include eligible domestic partners who are either registered with the Secretary of State. I. EMPLOYEE ASSISTANCE PLAN The Employee Assistance Plan (EAP) provides employees with confidential personal counseling, work and family related issues, eldercare, substance abuse, etc. In addition, EAP programs provide a valuable tool for supervisors to refer troubled employees to professional outside help. This service staffed by experienced clinicians is available to employees and their dependents by calling a toll‐free phone line 24 hours a day, seven days a week. Guidance is also available online. J. SAFETY DIFFERENTIALS 1. Police Department ‐ Personnel Development Program 11 Pursuant to administrative rules governing eligibility and qualification, one of the following differentials, whichever is higher, may be granted to sworn police personnel: P.O.S.T. Intermediate Certificate: five percent (5%) above base salary P.O.S.T. Advanced Certificate: seven and a half (7 ½%) above base salary 2. Fire Department ‐ EMT Differential Pursuant to administrative rules governing eligibility and qualification, the following differential may be granted to sworn Fire personnel: EMT Differential: three percent (3%) above base salary K. MANAGEMENT and PROFESSIONAL BENEFIT PROGRAM Management and professional employees are eligible for Sections 1, 2, and 3of the Management Benefit Program below. City Council Members are not eligible for benefits under Section 1 and 2 below. 1. Professional Development ‐ Reimbursement The purpose of this program is to provide employees with resources to improve and supplement their job and professional skills. Reimbursement for authorized self‐ improvement activities may be granted each management and professional employee up to a maximum of five hundred dollars ($500) per fiscal year. A departmental training fund of one thousand dollars per employee ($1,000) will be established for subject matter, leadership or other training that the Department Director identifies as a need for employees within that Department. The following items are eligible for reimbursement: a) Civic and professional association memberships b) Conference participation and travel expenses, which must occur within the compensation plan period. c) Educational programs, books and videos, and tuition reimbursement designed to maintain or improve the employee's skills in performing his or her job or future job opportunities, should support the City’s mission or be necessary to meet the educational requirements for qualification for employment. Permissible educational expenses are refresher courses, courses dealing with current developments, academic or vocational courses, as well as the travel expenses associated with the courses as defined by the City’s travel expense report from the Policy & Procedures Manual Section 1‐02 ASD. 12 d) Professional and trade journal subscriptions not to exceed 12 months. e) Approval will be at discretion of department head and signature is required on reimbursement form. Amounts under this professional development program will be pro‐rated in the first year of employment or promotion into a position covered by this Compensation Plan 2. Excess Benefit This benefit is designed to meet the requirements of Section 125 of the Internal Revenue Code, with exception of Gym or Health Club Membership. Every calendar year, each employee will be provided with $2,500 that they can designate among the following options, subject to caps pursuant to IRS regulations: a) Medical Flexible Spending Account (Medical FSA). Provides reimbursement for excess medical/dental/vision, or expenses that are incurred by employees and their dependents which are not covered or reimbursed by any other source, including existing City‐sponsored plans. This includes prescribed medications and copayments. However, nonprescription dietary supplements (e.g. vitamins, etc.) toiletries (e.g. toothpaste), cosmetics (e.g. face cream), and items used for cosmetic purposes (e.g. Rogaine) are not acceptable. b) Dependent Care Flexible Spending Account (Dependent Care FSA). Provides reimbursement for qualified dependent care expenses under the City's Dependent Care Assistance Program (DCAP), subject to the following limits: Dependent care expenses will be reimbursed only to the extent that the amount of such expenses reimbursed under this Management Benefit Program, when added to the amount (if any) of annual dependent care expenses that the participant has elected under the City's Flexible Benefits Plan, do not exceed the maximum permitted under the DCAP. 1) The annual amount submitted for reimbursement cannot exceed the income of the lower‐paid spouse. 2) The expenses must be employment‐related expenses for the care of one or more dependents who are under 13 years of age and entitled to a dependent deduction under Internal Revenue Code section 151(e) or a dependent who is physically or mentally incapable of caring for himself or herself. 3) The payments cannot be made to a child under 19 years of age or to a person claimed as a dependent. 13 4) If the services are provided by a dependent care center, the center must comply with all state and local laws and must provide care for more than six (6) individuals (other than a resident of the facility). 5) Dependent care expenses not submitted under this section are eligible under the City Dependent Care Assistance Plan (DCAP). However, the maximum amount reimbursed under DCAP will be reduced by any amount reimbursed under the Excess Benefit Plan. c) Non‐taxable Professional Development Spending Account. Provides reimbursement for Non‐Taxable professional development expenses (e.g., job‐related training and education, seminars, training manuals, etc.) to the extent they are not paid or reimbursed under any other plan of the City. d) Gym or Health Club memberships. Provides reimbursement for annual or monthly memberships, including personal trainers. Reimbursement of this expense is taxable to the employee. e) Deferred Compensation. Provides a one‐time contribution to the employee’s City‐ sponsored 457 Deferred Compensation plan with either ICMA‐RC or Mass Mutual. Amounts designated by employees to either the Medical FSA, Dependent Care FSA, or Professional Development options are done so on a “use–it‐or‐lose‐it” basis. This means that any amounts designated and not used by the end of the calendar year (or end of the extended grace period for the medical FSA) will be forfeited by the employee and returned to the plan. Specified amounts under this benefit will be applied on a pro‐rated basis for employees who are part‐time or who are in a management or professional pay status for less than the full fiscal year. Such benefits will be pro‐rated in the first year of employment (based on hire date) but will not be pro‐rated upon separation of employment. 3. City will explore options including a deferred compensation match up to $4000 through a pre‐tax retirement savings account as a replacement for Professional Development in Section 1 and Excess Benefit as provided under Section 2. L. LEAVES 1. Sick Leave a) Sick leave shall be accrued bi‐weekly provided the employee has been in a pay status for 50% or more of a bi‐weekly pay period. Sick leave shall be accrued at the rate of 3.7 hours per bi‐weekly pay period for those employees working a 40‐hour duty schedule. Those assigned work schedules which are greater or lesser than 40 hours will accrue sick leave at the ratio of their work schedule to 40 hours. 14 b) Employees may use up to 20 hours of sick leave per calendar year for personal business. The scheduling of such leave is subject to the approval of the appropriate level of Management. c) Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and by Section 609 of the Merit Rules and Regulations. In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. d) Employees that were hired before December 1, 1983 and who leave the municipal service in good standing, or who die while employed in good standing by the city, and who have 15 or more years of continuous service shall receive compensation for unused sick leave hours in a sum equal to two and one‐half percent (2½%) of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. Full sick leave accrual will be paid in the event of termination due to disability. See Merit System Rules and Regulations, Chapter 6, Section 609. e) Up to nine (9) days of sick leave per calendar year may be used for illness in the immediate family, including a registered domestic partner. f) Management and Professional employees eligible, as specified above if hired before December 1, 1983, to be compensated for sick leave may annually convert sick leave hours in excess of 600 to cash or deferred compensation, according to the formula set forth above, up to a maximum of $2,000 per fiscal year. g) In accordance with the City Merit Rules and Regulations, a new employee may, if necessary, use up to 48 hours or shift equivalent of sick leave at any time during the first six (6) months of employment. 2. Management Annual Leave a) Exempt Employees Regular management and professional employees will be credited with 80 hours of annual leave. This leave is granted in recognition of the extra hours Management and Professional employees work over their regular schedule. This leave may be taken as paid time off, added to vacation accrual (subject to vacation accrual limitations), taken as cash or taken as deferred compensation. When time off is taken under this provision, 10‐hour shift workers will receive one shift off for each 8 hours charged; 24‐hour shift workers will receive one‐half (½) shift off for each 8 hours charged. 15 In 2012, the City transitioned this benefit from a fiscal to calendar year basis for administrative purposes. Beginning in 2013 and each calendar year thereafter, employees will be credited with 80 hours of management annual leave. Entitlement under this provision will be reduced on a prorated basis for part‐time status, or according to the number of months in paid status during the year; employees who have used more than the pro‐rated share at the time they leave City service shall be required to repay the balance or have it deducted from their final check. Unused balances as of the end of the year will be paid in cash unless a different option as indicated above is elected by the employee. b) Non‐Exempt Employees Based on an audit recommendation to eliminate payment of overtime as well as management leave for non‐exempt employees in the management group, the City is transitioning away from providing management leave to non‐exempt employees. As part of the transition, and in order to minimize impacts to current employees, the City will phase‐out elimination of the 80 hours of management leave for all current non‐exempt Management and Professional employees (those eligible to earn overtime). Beginning on July 1, 2014 all employees in non‐exempt positions will receive overtime pay for hours actually worked, but will no longer receive management leave. Employees hired into non‐exempt management positions on or after February 26, 2011 will receive overtime only and will not be eligible for management leave. 3. Vacation Vacation will be accrued when an employee is in pay status and will be credited on a bi‐ weekly basis. Total vacation accrual at any one time may not exceed three (3) times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status: a) Less than nine (9) years. For employees completing less than nine (9) years continuous service: 120 hours vacation leave per year; provided that: i. The City Manager is authorized to adjust department head annual vacation accrual to provide for a maximum of 160 hours for those hired between July 1, 1996 and June 30, 2001; and ii. The City manager is authorized to adjust the annual vacation accrual of employees hired on or after July 1, 2001, to provide up to 40 additional hours (i.e., to a maximum annual accrual of 160 hours) for service with a prior employer. 16 b) Nine (9), but less than fourteen (14) years. For employees completing nine (9), but not more than fourteen (14) years continuous service; 160 hours vacation per year. c) Fourteen (14), but less than nineteen (19) years. For employees completing fourteen (14), but not more than nineteen (19) years continuous service; 180 hours vacation leave per year. d) Nineteen (19) or more years. For employees completing nineteen (19) or more years continuous service; 200 hours vacation leave per year. e) Employees are eligible to cash out vacation accrual balances in excess of 80 hours. An employee may cash out a minimum of eight (8) hours to a maximum of 120 hours of accrued vacation provided the employee has taken 80 vacation hours in the previous 12 months and has followed the election procedures set forth in this section. Employees must elect the number of vacation hours they will cash‐out during the next calendar year, up to the maximum of 120 hours. For the 2012 calendar vacation year, employees will make their election for vacation hours to cash out no later than November 1, 2012. The election will apply only to vacation hours that are accrued in the next calendar year and that are eligible for cash‐out. The election to cash‐out vacation hours in each designated year will be irrevocable. This means that employees who elect to cash‐out vacation hours must cash‐out the number of accrued hours pre‐designates on the election form. Employees who do not elect a cash‐out amount by November 1 of the prior calendar year will be deemed to have waived the right to cash out any leave in the following tax year and will not be eligible to cash‐out vacation hours in the next tax year Employees who elect cash‐out amounts may request a cash‐out at any time in the designated tax year by submitting a cash‐out form to payroll. Payroll will complete the cash‐out upon request, provided the requested cash‐out amount has accrued and is consistent with the amount the employee pre‐designated. If the full amount of hours designated for cash‐out is not available at the time of cash‐out request, the maximum available will be paid. For employees who have not requested cash‐out of the elected amount by November 1 of each year, Payroll will automatically cash‐out the elected amount in a paycheck issued on or after the payroll date including November 1. 4. Bereavement Leave of absence with pay of three (3) days may be granted an employee by the head of his/her department in the event of death in the employee’s immediate family, which is 17 defined for purposes of this section as wife, husband, son, son‐in‐law, step‐son, daughter, daughter‐in‐law, step‐daughter, mother, mother‐in‐law, father, father‐in‐law, brother, brother‐in‐law, sister, sister‐in‐law, grandmother, grandmother‐in‐law, grandfather, grandfather‐in‐law, grandchild, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of employee. Such leave shall be at full pay and shall not be charged against the employee’s accrued vacation or sick leave. Requests for leave in excess of three days shall be subject to the approval of a Council‐Appointed Officer for employees under his/her control. 5. Use of accrued leave credits during leaves of absence. During unpaid leaves of absence for disability or other reasons, the employee may elect and the City may require the employee to use accrued paid vacation and sick leave in a manner consistent with state and federal law. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. M. RETIREMENT PENSION 1. Miscellaneous Pension Formulas: a. Miscellaneous Pension Group A: 2.7% at 55. The City provides retirement benefits under the California Public Employees Retirement System at the level of 2.7% at age 55 for employees hired before July 17, 2010, with a one year final compensation period. b. Miscellaneous Pension Group B: 2% at 60:For miscellaneous employees hired on or after July 17, 2010, and before January 1, 2013, and employees hired on or after January 1, 2013 who are not “new members” of CalPERS as defined in the Public Employees’ Pension Reform Act (often referred to as “Classic” CalPERS members)the City offers the CalPERS retirement formula two percent (2.0%) of final salary at age sixty (60), with a one (1) year final compensation period. c. Miscellaneous Pension Group C: 2% at 62. Employees hired on or after January 1, 2013 meeting the definition of “new member” under the Public Employees’ Pension Reform Act (Gov’t. Code s. 7522 et seq.) shall be subject to all of the provisions of that law, including but not limited to the two percent at age 62 (2%@62) retirement formula with a three (3) year final compensation period. 2. Safety Pension Formulas: a. Safety Pension Group A: 3% at 50. For Safety members, the City currently offers the CalPERS "3% at 50" full formula (Section 21362.2) benefit, with a one (1) year final compensation period. 18 b. Safety Pension Group B: 3% at 55. Local Fire Safety members newly hired after 6/08/12 will be placed in the 3%@55 formula. As soon as administratively possible, the City intends to modify the Local Police Safety formula for new hires to 3%@55 formula. c. Safety Pension Group C: New employees hired on or after January 1, 2013 who are “new members” as defined by the California Public Employees’ Pension Reform Act (PEPRA), will be subject to the terms of that statute, with a three (3) year final compensation period. 3. Employee PERS Share. a. Miscellaneous Employee Shares: Employees in Miscellaneous Pension Group A shall pay the full eight percent (8%) employee contribution. Employees in Miscellaneous Pension Group B shall pay the full seven percent (7%) employee contribution. Employees in Miscellaneous Pension Group C shall pay the employee contribution required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost. b. Safety Employee Shares. Employees in Safety Pension Group A shall pay the full nine percent (9%) PERS employee contribution. Employees in Safety Pension Group B shall pay the full eight percent (9%) PERS employee contribution. Employees in Safety Pension Group C shall pay the employee contribution required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost. Employees under the 2%@62 benefit shall pay at least 50 percent of the total normal cost or the same contribution rate as “similarly situated” employees, whichever is higher. 4. Employer Share a. Miscellaneous (Non‐Safety) Management and Professional: As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Miscellaneous (non‐Safety) Management and Professional employee shall pay one‐ half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. Effective the first full pay period including July 1, 2018, each Miscellaneous (non‐Safety) Management and Professional employee shall pay an additional one‐half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. This will result in Miscellaneous (non‐Safety) Management and Professional employees paying a total of one (1) percent of the employer share in addition to their employee contribution . 19 b. Safety Management: As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Safety Management employee shall pay one and one‐half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. Effective the first full pay period including July 1, 2018, each Safety Management employee shall pay an additional one and one‐half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code. This will result in Safety Management employees paying a total of three (3) percent of the employer share in addition to their employee contribution. 5. Final Compensation. Final compensation for purposes of retirement shall be as set forth in the City’s contract with CalPERS, including, when applicable, the Government Code Section 20692: Optional Benefit, except as may otherwise be required by PEPRA. 6. Employee PERS contributions shall be made on a tax deferred basis, in accordance with Section 414(h)(2) of the Internal Revenue Code. All provisions of this subsection are subject to and conditioned upon compliance with IRS regulations. 7. Final compensation for employees under the 2%@62 benefit shall be as set forth in PEPRA, including calculation based on the average of three highest consecutive years and a cap on pensionable compensation based on IRS limits for employers that do not participate in social security. N. COMMUTE INCENTIVES and PARKING 1. Civic Center Parking. Employees assigned to Civic Center and adjacent work locations. The City will provide a Civic Center Garage parking permit. Employees hired after June 30, 1994 may initially receive a parking permit for another downtown lot, subject to the availability of space at the Civic Center Garage. 2. Alternative Commute Incentives: Employees who qualify may voluntarily elect one commute incentives, including but not limited to the following options, for those using an eligible commute alternative on 60% or more of their scheduled work days per month: a) Public Transit and Vanpool. The City provides tax‐free commute incentives up to the current IRS limit, as may be amended from time to time, (currently $125/month) are available through the Commuter Check Direct (CCD) website for employees 20 using Bay Area public transportation or riding in a registered vanpool at least 60% of their scheduled work days. Administration of the Commuter Check benefit shall be subject to the rules and regulations of the third‐ party administrator. b) Go Pass. The Go Pass program will offer civic center and other downtown‐based employees a Caltrans Go Pass that allows unlimited rides on Caltrain in all zones seven days per week, to any City of Palo Alto employee. c) Bicycle. The City will provide employees with a tax‐free incentive of $20 per month to eligible employees who ride a bicycle to work. d) Carpool. The City will provide with a taxable incentive of $30 per month to each eligible employee in a carpool with two or more licensed drivers. e) Walk. The City will provide employees with a taxable incentive of $20 per month to eligible employees who walk to work. O. AT‐WILL STATUS Certain Management and Professional Positions are designated as having “at‐will” employment status. Employees hired into “at‐will” positions shall have no constitutionally protected property or other interest in their employment with the City. Notwithstanding any provision in the Merit System Rules and Regulations or any other City rule, policy or procedure, at‐will employees have no right to continued employment or pre‐or post‐disciplinary due process and work at the will and pleasure of the hiring authority (City Council, City Manager or Council‐Appointed Officer). Work for an at‐will employee may be eliminated and/or the employee may be terminated, or asked to resign, at any time, with or without cause, upon notice to that employee, and the employee may resign at any time upon written notice to the hiring authority. 1. At‐will Management & Professional positions. Department heads hired after July 1, 2004 and prior to the date of adoption of this plan were hired as at‐will employees whose terms of employment are specified by an employment contract that includes a severance package. Effective on the date of adoption of this plan, new employees hired or promoted to department head, assistant department director, and all other positions listed on Attachment B shall be at‐will employees. At‐will employees will be eligible for, and shall receive, all regular benefits (i.e., health insurance, PERS contribution to the extent paid by City, etc.) and vacation, sick leave, and management leave as are generally provided to management employees and described in this compensation plan, as amended from time to time. At‐will employees who are terminated or asked to resign shall, upon execution of a release of all claims against the 21 City, be eligible for a severance payment equivalent to four (4) weeks of salary and benefits, increasing after completion of the first full year of service by one (1) week for every completed year of service, up to a maximum of 12 weeks. For example, an at‐will employee who has completed six (6) years of service would be eligible to receive ten (10) weeks of severance (4 weeks plus 1 week for each year of service). No severance shall be paid if the employee is terminated for serious misconduct involving abuse of his or her office or position, including but not limited to waste, fraud, violation of the law under color of authority, misappropriation of public resources, violence, harassment or discrimination. If the employee is later convicted of a crime involving such abuse of his or her position the employee shall fully reimburse the City as set forth in Government Code section 53243.3. 2. Provisional employees. The City has created a program for Provisional employment when funding is available. The program’s purpose is to create limited duration senior management level work for the City Manager’s Office or as designated by the City Manager. A Provisional Employee will be an “at will” employee whose term of employment shall be no more than two (2) years. A Provisional Employee shall be exempt and not eligible to earn overtime. A Provisional Employee will receive limited benefits as specified in an Employment Agreement. Sections I and II of this Compensation Plan shall not apply to Provisional Employees, except as specified by the City Manager. 3. Management and Legal Fellows. The City has created programs for Management Fellows and Legal Fellows when funding is available. The programs’ purpose is to create limited duration entry level positions for management graduates and lawyers. Fellows will be “at will” employees whose term of employment shall be no more than two (2) years. Fellows shall be PERS exempt to the extent allowed by law, but may receive vacation, sick leave, health care benefits and other limited benefits, as determined by the City Manager or City Attorney. Sections I and II of this Plan shall not apply to Management and Legal Fellows, except as specified by the City Manager or City Attorney. P. ADDITIONAL COMPENSATION FOR MAYOR AND VICE MAYOR The Mayor shall receive $150 monthly, and the Vice Mayor $100 monthly to defray additional expenses of these offices. Q. REIMBURSEMENT FOR RELOCATION EXPENSE Policy Statement The City of Palo Alto, in rare instances, may provide a Basic Relocation Benefits Package for new management and professional employees, upon the approval of the City Manager or designated subordinate. In addition, the provision of “Optional Benefits” or portions thereof, may be 22 extended for exceptional circumstances and only the approval of the City Manager or designee, or for Council‐appointed officers, the City Council. The details of the Relocation Expense program are specified in the City’s Relocation Expense policy and all relocation reimbursements shall be subject to the provisions of that policy. R. MEAL ALLOWANCE Management and professional employees assigned to attend night meetings are eligible to receive reimbursement for up to $20.00 per dinner. This provision covers only receipted meals actually taken and submitted for reimbursement. S. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS Notwithstanding the grievance procedures provided in Chapter 11 of the City of Palo Alto’s Merit System Rules and Regulations, any Management and Professional employee who is supervised by a Council Appointed Officer and has a grievance against that Council Appointed Officer or regarding the conduct of that Council Appointed Officer shall, following an attempt to resolve the grievance pursuant to Step One (informal discussion), summarize the grievance regarding the Council Appointed Officer in writing and submit it to the Director of Human Resources for review and resolution using the methods he/she considers appropriate. T. MERIT RULES The City will include members of the Management/Professional Compensation Committee in discussions regarding revision of the Merit Rules and Regulations. 23 Attachment B At‐Will Positions Management and Professional Unit The intent of this provision under the Management/Professional Compensation Plan is to designate classifications at the department head, assistant director, deputy director, division manager and senior professional levels as at‐will. The applicable Council Appointed Officer may designate newly created positions at those levels not included on this list as at‐will. Existing classifications that shall be at‐will include but are not limited to: Department Heads‐ All departments Assistant Directors‐ All departments Deputy Directors‐ All departments Division Managers Administrative Services Director, Administrative Services/Chief Financial Officer Director, Office of Management & Budget Assistant Director, Administrative Services Chief Budget Officer Manager, Accounting Chief Procurement Officer Manager, Real Property City Attorney Senior Assistant City Attorney Assistant City Attorney Sr. Deputy City Attorney Deputy City Attorney Legal Fellow City Auditor Deputy City Auditor Sr. Performance Auditor City Clerk Assistant City Clerk Deputy City Clerk City Manager Assistant City Manager/Chief Operating Officer Assistant to City Manager 24 Chief Communications Officer Chief Sustainability Officer Communications Manager Manager, Economic Development Management Fellow Community Services Director, Community Services Assistant Director, Community Services Manager, Community Services Manager, Community Services Program Senior Human Resources Director of Human Resources/Chief People Officer Assistant Director, Human Resources Human Resources Manager Senior Administrator Human Resources IT Director, IT/Chief Information Officer Manager, Information Technology Library Director, Libraries Assistant Director, Library Services Division Head, Collection & Technical Services Manager, Library Services Planning & Community Environment Director, Planning & Community Environment Assistant Director, Planning & Community Environment Planning Manager Division Manager, Chief Planning Official Division Manager, Chief Transportation Official Development Services Department Development Services Director Chief Building Official Assistant Building Official Planning Manager Public Safety Chief of Police/Director of Public Safety Fire Chief /Assistant Public Safety Director Assistant Police Chief 25 Emergency Services Director Deputy Director – Technical Services Division (police department) Deputy Fire Chief Public Works Director, Public Works/City Engineer Assistant Director, Public Works – Environmental Services Assistant Director, Public Works – Public Services Assistant Director, Public Works – Engineering Manager, Airport Manager, Fleet Water Quality Control Plant Manager Utilities Director, Utilities Job Code FLSA Status Classifications Min Hourly Rate Mid-Point Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx. Max Annual Salary 190 Non-Exempt Accountant $37.34 $46.67 $56.01 $9,708 $116,501 76 Exempt Administrative Assistant $30.71 $38.38 $46.06 $7,984 $95,805 115 Exempt Assistant Chief Building Official $49.88 $62.34 $74.81 $12,967 $155,605 132 Exempt Assistant Chief of Police $81.64 $102.04 $122.45 $21,225 $254,696 108 Exempt Assistant City Attorney $69.20 $86.49 $103.79 $17,990 $215,883 109 Exempt Assistant City Clerk $40.28 $50.35 $60.42 $10,473 $125,674 107 Exempt Assistant City Manager $84.80 $105.99 $127.19 $22,046 $264,555 73 Exempt Assistant Director Administrative Services $69.78 $87.22 $104.67 $18,143 $217,714 126 Exempt Assistant Director Community Services $66.80 $83.49 $100.19 $17,366 $208,395 1007 Exempt Assistant Director Human Resources $64.57 $80.71 $96.86 $16,789 $201,469 2001 Exempt Assistant Director Library Services $63.89 $79.86 $95.84 $16,612 $199,347 10 Exempt Assistant Director Planning & Community Environment $68.44 $85.54 $102.65 $17,793 $213,512 143 Exempt Assistant Director Public Works $67.64 $84.55 $101.46 $17,586 $211,037 168 Exempt Assistant Fleet Manager $42.34 $52.92 $63.51 $11,008 $132,101 102 Exempt Assistant Manager WQCP $54.68 $68.34 $82.01 $14,215 $170,581 30 Exempt Assistant to the City Manager $52.84 $66.05 $79.26 $13,738 $164,861 118 Exempt Chief Building Official $64.93 $81.16 $97.40 $16,883 $202,592 2008 Exempt Chief Communications Officer $68.07 $85.08 $102.10 $17,697 $212,368 112 Exempt Chief Planning Official $58.03 $72.53 $87.04 $15,087 $181,043 95 Exempt Chief Procurement Officer $54.89 $68.61 $82.34 $14,272 $171,267 82 Exempt Chief Transportation Official $67.64 $84.55 $101.46 $17,586 $211,037 96 Exempt Claims Investigator $37.40 $46.75 $56.10 $9,724 $116,688 24 Exempt Communication Specialist $40.51 $50.63 $60.76 $10,532 $126,381 89 Exempt Contracts Administrator $42.34 $52.92 $63.51 $11,008 $132,101 186 Non-Exempt Coordinator Library Circulation $35.66 $44.57 $53.49 $9,272 $111,259 191 Exempt Deputy Chief/Fire Marshall $68.96 $86.20 $103.44 $17,930 $215,155 11 Exempt Deputy City Attorney $54.17 $67.71 $81.26 $14,085 $169,021 71 Exempt Deputy City Clerk $32.27 $40.33 $48.40 $8,389 $100,672 55 Exempt Deputy City Manager $70.69 $88.36 $106.04 $18,380 $220,563 195 Exempt Deputy Director Technical Services Division $68.75 $85.93 $103.12 $17,874 $214,490 20 Exempt Deputy Fire Chief $71.84 $89.80 $107.76 $18,678 $224,141 81 Exempt Director Administrative Services/Chief Financial Officer $81.28 $101.60 $121.92 $21,133 $253,594 72 Exempt Director Community Services $81.92 $102.39 $122.87 $21,297 $255,570 1012 Exempt Director Development Services $71.92 $89.89 $107.87 $18,697 $224,370 133 Exempt Director Human Resources/Chief People Officer $77.48 $96.84 $116.21 $20,143 $241,717 128 Exempt Director Information Technology/Chief Information Officer $84.65 $105.81 $126.98 $22,010 $264,118 131 Exempt Director Libraries $76.67 $95.83 $115.00 $19,933 $239,200 2028 Exempt Director of Emergency Medical Services $60.16 $75.19 $90.23 $15,640 $187,678 2005 Exempt Director Office of Emergency Services $60.16 $75.19 $90.23 $15,640 $187,678 49 Exempt Director Office of Management and Budget $69.78 $87.22 $104.67 $18,143 $217,714 Effective 7/6/2019 (3% Increase) City of Palo Alto Management, Professional and Confidential Salary Schedule Page 1 Job Code FLSA Status Classifications Min Hourly Rate Mid-Point Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx. Max Annual Salary Effective 7/6/2019 (3% Increase) City of Palo Alto Management, Professional and Confidential Salary Schedule 134 Exempt Director Planning & Community Environment $82.10 $102.62 $123.15 $21,346 $256,152 135 Exempt Director Public Works/City Engineer $83.16 $103.95 $124.74 $21,622 $259,459 121 Exempt Director Utilities $106.56 $133.20 $159.84 $27,706 $332,467 2002 Exempt Division Head Library Services $51.87 $64.83 $77.80 $13,485 $161,824 172 Exempt Division Manager Open Space, Parks & Golf $53.94 $67.42 $80.91 $14,024 $168,293 TBD Exempt Division Manager Planning $58.03 $72.53 $87.04 $15,087 $181,043 1005 Exempt Executive Assistant to the City Manager $34.74 $43.42 $52.11 $9,032 $108,389 139 Exempt Fire Chief $82.70 $103.37 $124.05 $21,502 $258,024 163 Exempt Hearing Officer $49.08 $61.34 $73.61 $12,759 $153,109 101 Exempt Human Resources Representative $31.48 $39.34 $47.21 $8,183 $98,197 90 Exempt Landscape Architect Park Planner $46.72 $58.39 $70.07 $12,145 $145,746 2015 Exempt Legal Fellow $40.16 $50.20 $60.24 $10,442 $125,299 171 Exempt Management Analyst $42.34 $52.92 $63.51 $11,008 $132,101 79 Exempt Manager Accounting $54.89 $68.61 $82.34 $14,272 $171,267 2007 Exempt Manager Airport $60.17 $75.21 $90.26 $15,645 $187,741 2023 Exempt Manager Budget $58.28 $72.84 $87.41 $15,151 $181,813 38 Exempt Manager Communications $45.57 $56.96 $68.36 $11,849 $142,189 154 Exempt Manager Community Services $40.28 $50.35 $60.42 $10,473 $125,674 169 Exempt Manager Community Services Sr Program $42.34 $52.92 $63.51 $11,008 $132,101 1013 Exempt Manager Development Center $47.88 $59.85 $71.82 $12,449 $149,386 63 Exempt Manager Economic Development $58.03 $72.53 $87.04 $15,087 $181,043 44 Exempt Manager Employee Benefits $49.59 $61.98 $74.38 $12,893 $154,710 45 Exempt Manager Employee Relations & Training $54.89 $68.61 $82.34 $14,272 $171,267 93 Exempt Manager Environmental Control Program $50.77 $63.46 $76.16 $13,201 $158,413 1116 Exempt Manager Facilities $50.33 $62.91 $75.50 $13,087 $157,040 2030 Exempt Manager Finance $57.64 $72.04 $86.45 $14,985 $179,816 127 Exempt Manager Fleet $50.84 $63.55 $76.26 $13,218 $158,621 2018 Exempt Manager Human Services $44.47 $55.58 $66.70 $11,561 $138,736 32 Exempt Manager Information Technology $56.13 $70.16 $84.20 $14,595 $175,136 2006 Exempt Manager Information Technology Security $56.13 $70.16 $84.20 $14,595 $175,136 158 Exempt Manager Laboratory Services $47.88 $59.85 $71.82 $12,449 $149,386 78 Exempt Manager Library Services $41.80 $52.24 $62.69 $10,866 $130,395 92 Exempt Manager Maintenance Operations $46.90 $58.62 $70.35 $12,194 $146,328 26 Exempt Manager Transportation Planning $54.88 $68.60 $82.32 $14,269 $171,226 51 Exempt Manager Planning $50.84 $63.54 $76.25 $13,217 $158,600 103 Exempt Manager Real Property $54.89 $68.61 $82.34 $14,272 $171,267 2011 Exempt Manager Revenue Collections $51.56 $64.45 $77.34 $13,406 $160,867 160 Exempt Manager Solid Waste $55.53 $69.41 $83.30 $14,439 $173,264 57 Exempt Manager Treasury, Debt & Investments $54.89 $68.61 $82.34 $14,272 $171,267 86 Exempt Manager Urban Forestry $52.31 $65.38 $78.46 $13,600 $163,197 Page 2 Job Code FLSA Status Classifications Min Hourly Rate Mid-Point Hourly Rate Max Hourly Rate Approx Max Monthly Salary Approx. Max Annual Salary Effective 7/6/2019 (3% Increase) City of Palo Alto Management, Professional and Confidential Salary Schedule 178 Exempt Manager Water Quality Control Plant $61.77 $77.21 $92.66 $16,061 $192,733 39 Exempt Manager Watershed Protection $55.53 $69.41 $83.30 $14,439 $173,264 1008 Exempt Office of Emergency Services Coordinator $45.57 $56.96 $68.36 $11,849 $142,189 2024 Exempt Performance Auditor I $30.71 $38.38 $46.06 $7,984 $95,805 100 Exempt Performance Auditor II $42.34 $52.92 $63.51 $11,008 $132,101 148 Exempt Police Chief $91.95 $114.93 $137.92 $23,906 $286,874 2021 Exempt Chief Assistant City Attorney $83.72 $104.65 $125.58 $21,767 $261,206 2016 Exempt Principal Business Analyst $58.51 $73.13 $87.76 $15,212 $182,541 2029 Exempt Principal Planner $47.28 $59.09 $70.91 $12,291 $147,493 2003 Exempt Principal Management Analyst $58.28 $72.84 $87.41 $15,151 $181,813 2009 Exempt Project Manager $42.61 $53.26 $63.92 $11,079 $132,954 2012 Exempt Public Safety Communications Manager $47.88 $59.85 $71.82 $12,449 $149,386 166 Exempt Public Safety Program Manager $42.34 $52.92 $63.51 $11,008 $132,101 117 Exempt Senior Accountant $45.57 $56.96 $68.36 $11,849 $142,189 2013 Exempt Senior Business Analyst - M $50.88 $63.60 $76.32 $13,229 $158,746 187 Exempt Senior Engineer $58.34 $72.92 $87.51 $15,168 $182,021 106 Exempt Senior Executive Assistant $49.59 $61.98 $74.38 $12,893 $154,710 157 Exempt Senior Human Resources Administrator $43.22 $54.02 $64.83 $11,237 $134,846 14 Exempt Senior Management Analyst $49.55 $61.93 $74.32 $12,882 $154,586 130 Exempt Senior Performance Auditor $46.72 $58.39 $70.07 $12,145 $145,746 53 Exempt Senior Project Manager $58.34 $72.92 $87.51 $15,168 $182,021 33 Exempt Senior Technologist $50.88 $63.60 $76.32 $13,229 $158,746 155 Exempt Superintendent Animal Services $44.47 $55.58 $66.70 $11,561 $138,736 83 Exempt Superintendent Community Services $49.08 $61.34 $73.61 $12,759 $153,109 1117 Exempt Superintendent Recreation $49.08 $61.34 $73.61 $12,759 $153,109 2022 Exempt Supervising Librarian $35.80 $44.74 $53.69 $9,306 $111,675 161 Exempt Supervisor Facilities Management $41.39 $51.73 $62.08 $10,761 $129,126 113 Exempt Supervisor Inspection and Surveying $44.47 $55.58 $66.70 $11,561 $138,736 146 Exempt Supervisor Warehouse $37.40 $46.75 $56.10 $9,724 $116,688 181 Exempt Supervisor Water Quality Control Operations $45.57 $56.96 $68.36 $11,849 $142,189 2027 Exempt Utilities Chief Operating Officer $76.67 $95.83 $115.00 $19,933 $239,200 905 Non-Exempt Human Resources Technician $27.15 $33.93 $40.72 $7,058 $84,698 903 Non-Exempt Legal Secretary-Confidential $27.83 $34.78 $41.74 $7,235 $86,819 67 Exempt Secretary to City Attorney $33.07 $41.33 $49.60 $8,597 $103,168 1004 Non-Exempt Senior Legal Secretary - Confidential $30.71 $38.38 $46.06 $7,984 $95,805 Confidential Classifications Page 3 City of Palo Alto (ID # 9791) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Public Hearing: Adoption of a Resolution Confirming Weed Abatement & Assessment Title: PUBLIC HEARING: Adoption of a Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein From: City Manager Lead Department: Development Services Department Recommendation Staff recommends Council (1) hold a public hearing to hear and consider objections from affected property owners of proposed assessments related to completed weed abatement work, and (2) adopt the attached resolution confirming the report and ordering abatement costs to be a special assessment on the properties specified in the report. Background The Weed Abatement Division of Santa Clara County Agriculture and Environmental Management administers the contract for weed abatement within the City of Palo Alto, in accordance with an agreement established on April 18, 1977 between the City and County. On November 26th, 2018, in accordance with Palo Alto Municipal Code Chapter 8.08, the City Council declared weeds to be a nuisance and ordered that the nuisance be abated. A public hearing was held on January 22, 2019, to consider objections to the proposed destruction or removal of the weeds. No objections were noted. Once the above steps had been taken, the County Weed Abatement Division instructed its contractor to abate weeds on City and private properties within Palo Alto. That work has now been completed. Property owners were notified the third week in December 2018 that weeds were to be abated by April 30th, 2019, either by the owners or by the County. If the property owners chose to have the County abate the weeds, the abatement charges would be levied against the respective properties as an assessment by the County Assessor. The County has since informed the property owners of the costs for destroying and removing the weeds. City of Palo Alto Page 2 The City Clerk has published the required notice of this hearing in the Palo Alto Weekly. The cost report by the County Weed Abatement Division has been posted on the City Hall Plaza bulletin board for ten days prior to this hearing. Discussion Property owners may object to the charges for weed abatement being levied against their properties. The charge consists of the contractor’s cost plus 150 percent administrative charges, in accordance with Palo Alto’s contract with Santa Clara County (CMR #7527, December 12, 2016). A representative from the County Weed Abatement Division will be present at the public hearing with the records of weed abatement that have taken place. Should there be any modifications in the proposed assessments as a result of the hearing; changes in the assessment spread will be made as necessary. After any recalculations are completed, and Council adopts the attached resolution confirming the abatements and ordering those costs to be imposed as liens on the abated properties, the assessments will be submitted to the County Assessor for entry on the October tax roll upon which general City taxes are to be collected. RESOURCE IMPACT There is no direct fiscal impact of this action to the City. The assessments identified on Attachment “A” of the resolution, totaling $46,913.80, will be imposed as liens on the properties listed and will not be borne by the City. POLICY IMPLICATIONS This procedure is consistent with existing City policies. ENVIRONMENTAL ASSESSMENT The Santa Clara County Counsel has determined the Weed Abatement Program to be Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15308. Attachments: • Attachment A: Resolution Confirming Weed Abatement NOT YET ADOPTED 20190606 ay fire misc\weed abatement 1 Resolution No. ____ Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein R E C I T A L S A.The Council of the City of Palo Alto has heretofore declared weeds growing on certain properties within the City to be a public nuisance by Resolution No. 9801, dated November 26, 2018. B.The Council on January 22, 2019, did adopt Resolution No. 9815 thereby ordering the weed nuisance abated. C.Subsequent to the giving of said notice, the Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has caused to be abated the weeds on the herein described properties. D.The Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has filed his report and assessment list for weed abatement as provided by law and a hearing has been duly set and noticed, for objections to said report and assessment list and for confirmation. E.The Council has duly considered the report and assessment list and any objections thereto. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The report and assessment list is in all respects complete and correct and is hereby confirmed. The amounts of the cost for abating the nuisance are confirmed and those remaining unpaid, as shown on Exhibit “A” attached hereto and incorporated herein, shall constitute special assessments against the respective parcels of land and are a lien on the property for the amount of the respective assessment. SECTION 2. All written or oral protests or objections to said report and assessment list are overruled or denied. SECTION 3. The unpaid assessments shown on Exhibit “A” shall be entered upon the 2019‐2020 tax roll against the parcels of land and shall be collected at the same time and in the same manner as general City taxes, be subject to the same interest and penalties, and be subject to the same procedure and sale in case of delinquency. All laws and ordinances applicable to the levy, collection, and enforcement of City taxes are hereby made applicable to this special assessment. Attachment A 2 SECTION 4. Santa Clara County has determined the weed abatement program to be categorically exempt from CEQA pursuant to CEQA Guidelines Section 15308. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: _______________________________________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _______________________________________________________ Assistant City Attorney City Manager _____________________________ Fire Chief _____________________________ Director of Administrative Services Attachment A1 2019 WEED ABATEMENT PROGRAM ASSESSMENT REPORT CITY OF PALO ALTO TAX ROLL Report Date: 5/29/2019 Page 1 (List Sorted by APN) 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 Situs APN OWNER ADDRESS AMT TRA 1576 Hamilton 003-24-010 1576 Hamilton Avenue Lie 0 Po Box 1179 PALO ALTO 94304 $80.00 6006 999 Embarcadero 003-41-068 Ge, Ruifang And Wang, Peiyu 999 Embarcadero Rd PALO ALTO 94303-3050 $80.00 6006 1938 Channing 003-42-039 Haley, Philip H Trustee & Et Al 506 Eisenhower St DAVIS 95616 $80.00 6006 1031 Embarcadero 003-42-060 Omegacloud Corporation 10181 Adriana Av CUPERTINO 95014-1125 $80.00 6006 2385 St Francis 003-48-021 Zadik, Yair And Linda 2385 St Francis Dr PALO ALTO 94303-3136 $1,455.20 6006 2075 Louis 003-50-021 Keller, Jeffrey R 2075 Louis Rd PALOALTO 94303-3452 $80.00 6006 946 El Cajon 003-52-057 Pillsbury, Helen B And Albert F 946 El Cajon Wy PALO ALTO 94303-3408 $1,460.50 6006 669 Everett 120-02-017 Golub, Benjamin Trustee & Et Al 669 Everett Av PALO ALTO 94301-1342 $80.00 6006 260 Byron 120-02-030 Liveright, Michael 260 Byron St PALO ALTO 94301-1307 $1,487.00 6006 733 Ramona 120-27-063 Koda, Ross K Trustee PO Box 156 SOUTH DOS PALOS 93665 $2,340.04 6006 135 Melville 124-15-028 Poppy, James C And Sylvester, Mary 135 Melville Av PALO ALTO 94301-3541 $80.00 6006 425 Stanford 124-31-027 Nicholls, Marie L Trustee 425 Stanford Av PALO ALTO 94306-1149 $80.00 6006 743 Colorado 127-34-101 Huang, Hsing Y Et Al 743 Colorado Av PALO ALTO 94303-3913 $80.00 6006 3101 Middlefield 127-53-007 Fisher Lie 4861 Sally Ct UNION CITY 94587 $80.00 6006 3489 Cowper 132-05-108 Mc Calley, Roderick C Et Al 3489 Cowper St PALO ALTO 94306-3617 $80.00 6006 149 El Dorado 132-25-022 Quan, Steven Y And Lillian M Trustee 3143 Greer Rd PALO ALTO 94303-4027 $80.00 6006 22 Roosevelt 132-29-067 Chiou, Ren-kang And Teng, Hsiu- 22 Roosevelt Cl PALOALTO 94306-4216 $80.00 6006 18 Roosevelt 132-29-069 Amir D. Bernstein, Trustee 18 Roosevelt Cl PALOALTO 94306-4216 $663.00 6006 Attachment A1 2019 WEED ABATEMENT PROGRAM ASSESSMENT REPORT CITY OF PALO ALTO TAX ROLL Situs APN OWNER ADDRESS AMT TRA 6006 6006 6006 6001 6006 6006 6006 6006 6006 6006 6006 6006 6006 6006 6006 6006 6006 6006 Report Date: 5/29/2019 (list Sorted by APN) Page 2 19 0 Olive 132-32-037 Si 45 Lie 10600 De Anza Bl Ste 200 N CUPERTINO 95014 $80.00 20 0 132-33-050 Linda Allen 1700 Space Park Dr. SANTACLARA 95054 $2,971.00 21 231 Fernando 132-34-019 Goodrich, Evelyn LAnd George M 231 Fernando Av PALOALTO 94306-2815 $80.00 22 220 Matadero 132-34-025 Ajloun Enterprises Lie 186 Camelia Dr DALY CITY 94015 $1,434.00 23 280 Matadero 132-34-031 Rose Rock Property Management Lie 19066 Austin Wy SARATOGA 95070-6405 $80.00 24 290 Matadero 132-34--032 Ruehl, Karl K And Sigrid T Trustee 2391 Gabriel Av MOUNTAIN VIEW 94040-1415 $80.00 25 3605 Park 132-34-050 Brosz, Karolyn 3605 Park Bl PALOALTO 94306-2853 $80.00 26 3561 Park 132-34-052 Mahal, Jaswinder 180 Park Sharon Dr SAN JOSE 95136-2535 $80.00 27 3705 El Camino Real 132-35-045 Wilton Court Ii Lie 725Alma St PALOALTO 94301-2403 $80.00 28 421 Fernando 132-39-037 Williger, Edward M 0 P O Box 20089 STANFORD 94309-0089 $80.00 29 3550 Orinda 132-40-001 Rodriguez, Agustin E Trustee & Et Al 3550 Orinda St PALOALTO 94306-2842 $80.00 30 405 Curtner 132-41-072 Curtner Investment Group Lie 5526 Bigoak Dr SAN JOSE 95129-3107 $80.00 31 4032 Park 132-43-025 Zhu, Li And Wan, Fanny Trustee 33345 7th St UNION CITY 94587 $80.00 32 613 Stanford 137-01--059 Baumann, John R 613 Stanford Av PALOALTO 94306-1412 $80.00 33 2321 Wellesley 137-02-024 Culpepper, Benjamin J 335 Panoramic Wy BERKELEY 94704 $1,752.00 34 2250 Columbia 137-05-095 Taggart, Kenneth And Cynthia 0 Po Box 61178 PALO ALTO 94306-6178 $80.00 35 2195 Columbia 137-06-036 Edelman, Andrea Trustee 2195 Columbia St PALOALTO 94306-1233 $1,593.00 36 2120 Columbia 137-06-088 Hall, Lois M Trustee 1135 Hopkins Av PALOALTO 94301-3435 $80.00 Attachment A1 2019 WEED ABATEMENT PROGRAM ASSESSMENT REPORT CITY OF PALO ALTO TAX ROLL Page 3 Report Date: 5/29/2019 (List Sorted by APN) Situs APN OWNER ADDRESS AMT TRA 37 3700 El Camino Real 137-11-078 Kss Investment Lie 1380 Miravalle Av LOS ALTOS 94024-5744 $1,540.00 6006 38 795 Cereza 137-21-064 Lamb, Mary Ellen 795 Cereza Dr PALOALTO 94306-3145 $80.00 6006 39 4146 El Camino Real 137-24-034 Juan, Su Chen And Chung-chiung 6 Atherton Oaks Ln ATHERTON 94027 $80.00 6006 40 4175 Alta Mesa 137-25-005 Alina, Myrna And Myrna Alina 2012 4175 Alta Mesa Av PALOALTO 94306-3931 $80.00 6006 41 590 Maybell 137-25-088 Vilkin, Peter 673 Maybell Av PALOALTO 94306-3817 $80.00 6006 42 575 Maybell 137-25-108 Golden Gate Home Lie 19925 Stevens Creek Blvd. Ste. Cupertino 95014 $1,307.76 6006 43 567 Maybell 137-25-109 Golden Gate Homes Lie 2225 Bayshore Rd PALOALTO 94303 $663.00 6006 44 4170 Alta Mesa 137-25-113 Wu, Mike C And Tsai-feng Trustee 4170 Alta Mesa Av PALOALTO 94306-3930 $80.00 6006 45 4155 Amaranta 137-26-001 Corlay, Nancy 4155 AmarantaAv PALOALTO 94306-3903 $80.00 6006 46 4158 Amaranta 137-26-027 Edmonds, Brian W And Parsa, 4158 AmarantaAv PALO ALTO 94306-3905 $80.00 6006 47 4170 Coulombe 137-26-112 Tana, Chinin Trustee & Et Al 4170 Coulombe Dr PALOALTO 94306-3801 $80.00 6006 48 3495 Deer Creek 142-16-062 Leland Stanford Jr Univ Board 150 Portola Rd PORTOLA VALLEY 94025 $2,706.00 6006 49 3500 Deer Creek 142-16-066 Leland Stanford Jr University Board 3500 Deer Creek Rd PALOALTO 94304 $8,801.00 6006 50 4208 Ruthelma 148-02-002 Shiu, Boon W 2478 Geary Bl SAN FRANCISCO 94115-3317 $80.00 6006 51 285 Charleston 148-03-033 0-yuan, Shan And Cheng, Tang Yu 317 Hartstene Dr REDWOOD CITY 94065 $80.00 6006 52 144 Monroe 148-06-001 Palo Alto Ca 14 Lie 2316 Wahsatch Avn #631 COLORADO SPRINGS 80907 $80.00 6006 53 4388 Silva 148-12-028 Yin, Jun And Duanmu, Lan 4388 Silva Ct PALOALTO 94306-4422 $1,593.00 6006 54 633 Arastradero 167-06-016 Stone, Virginia A And Bradley K 3516 Bajamont Wy CARMICHAEL 95608 $1,540.00 6006 Attachment A1 2019 WEED ABATEMENT PROGRAM ASSESSMENT REPORT CITY OF PALO ALTO TAX ROLL Page 4 Report Date: 5/29/2019 (List Sorted by APN) Situs APN OWNER ADDRESS AMT TRA 55 4179 Oak Hill 175-01-025 Bachrach, Virginia R Trustee 171 Everett Av PALO ALTO 94301 $80.00 6006 56 4169 Oak Hill 175-01-026 Bachrach, Virginia R Trustee 171 Everett Av PALOALTO 94301 $80.00 6006 57 849 Mesa 175-01-037 Tit Lie 0 Po Box 1667 PALOALTO 94302 $1,911.00 6006 58 4158 Oakhill 175-01-051 Kamath, Swati P Trustee 4158 Oakhill Av PALOALTO 94306-3720 $80.00 6006 59 4243 Manuela 175-02-053 Weakland, Alan Trustee & Et Al 515 Flower Sts Floor 25 LOS ANGELES 90071 $2,971.00 6006 60 4103 Old Trace 175-20-078 Smithwick, Alton D And Ursula L 0 Po Box 60065 PALOALTO 94306 $2,287.30 6006 61 890 Mockingbird 175-20-082 Joshi, Vivek Trustee & Et Al 890 Mockingbird Ln PALOALTO 94306-3719 $80.00 6006 62 0 Old Adobe 175-20-092 Grove, Eva K Trustee 171 Main St 278 LOS ALTOS 94022 $2,918.00 6006 63 2946 Alexis 182-40-004 Hwang, Cherng-daw And Bi-shuang 2946 Alexis Dr PALOALTO 94304-1301 $80.00 6006 64 931 Laurel Glen 182-54-012 Schoendorf Joseph P And Nancy J Et 1234 Big Rock Rd St. Helena 94574-9563 $80.00 6039 TOTAL $46,913.80 City of Palo Alto (ID # 10315) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Downtown Palo Alto Business Improvement District Title: PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments on the Palo Alto Downtown Business Improvement District; Adoption of a Resolution Confirming the Report of the Advisory Board and Levying Assessments for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District and Adoption of a Budget Amendment in the Business Improvement District Fund From: City Manager Lead Department: City Manager Recommendation 1. Hold a public hearing on the levy of proposed assessments in Fiscal Year 2020 in connection with the Downtown Palo Alto Business Improvement District (BID); and 2. Approve the resolution (Attachment B) confirming the report of the Advisory Board and levying an assessment for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District. 3. Amend the Fiscal Year 2020 Budget Appropriation Ordinance for the Business Improvement District (BID) Fund by: a. Decreasing the revenue estimate by $52,500; and, b. Decreasing the expense appropriation by $60,500; and, c. Increase the ending fund balance by $8,000. Background On June 3, 2019, the Council preliminarily approved the BID Advisory Board’s 2020 Annual Report and adopted a Resolution of Intention to Levy Assessments in the BID for Fiscal Year 2020, setting a date and time for the public hearing on the levy of the proposed assessments for June 24, 2019, at 6:00 PM, or thereafter, in the City Council Chambers (link to staff report). The City contracts with Palo Alto Downtown Business and Professional Association (PADBPA) to provide services to businesses in the BID. (A copy of the contract between the City and PADBPA is attached as Attachment F). PADBPA addresses issues facing downtown businesses such as cleanliness, safety, and attractiveness. PADBPA also assists downtown businesses with City of Palo Alto Page 2 communication about the City’s capital improvement projects such as Upgrade Downtown, the new parking garage, mobility projects and other City policy matters affecting downtown businesses. Assessments for BID businesses are based on the size, type and location of the business. Assessments range from $50 for individually owned professional businesses to $500 annually for financial institutions. The BID was established by the City Council in 2004 pursuant to the California Parking and Business Improvement Area Law to promote the economic revitalization and physical maintenance of the Palo Alto Downtown business district. The Council appointed the Board of Directors of PADBPA, a non-profit corporation, as the Advisory Board for the BID. The Board’s purpose is to advise the Council on the method and basis for levy of assessments in the BID and the expenditure of revenues derived from the assessments. PADBPA in its capacity as the BID Advisory Board has monthly open meetings governed by the Brown Act which any business or individual can attend. After an initial 10-year term, running from 2004 to 2014, the agreement between the City and PADBPA has been renewed annually for a one-year period through approval of the Annual Report (subject to termination by either party on 90 days written notice). If Council declines to approve PADBPA’s Annual Report as filed, Council may propose amendments to PADBPA’s budget and proposed activities for FY 2020. If the Council proposes modifications to the Annual Report, the agreement between the City and PADBPA provides that final approval should be stayed for a period of up to 30 days to provide time for PADBPA to respond to Council’s concerns and for City staff and PADBPA to confer. Discussion The PADBPA Annual Report is attached and provides a summary of activities from Fiscal Year 2019 and presents the proposed activities and budget for Fiscal Year 2020. The PADBPA Annual Report includes $104,500 in revenue and a corresponding amount of expenses. Included in this amount is an expense appropriation of $17,000 for the cost of collecting the BID assessments. In FY 2019, the City’s General Fund covered these costs. The FY 2020 budget also proposes the City’s General Fund continue to cover collection costs through an operating transfer of $17,000 in order to ensure that all revenues generated by the assessment are committed to the goods, services, and programs that serve businesses within the boundaries of the BID. In future years, staff anticipate the BID Fund will be able to pay for these costs as a result of operational adjustments and more effective collection efforts. PADBPA will explore operating models in the coming year in order to determine the most sustainable operating model that will allow PADPBA and the BID to serve the downtown business community now and into the future. BID fee collection has been conducted by MuniServices, LLC for the last several years. To save costs, streamline efforts and provide businesses with one annual invoice, PADBPA and city staff aligned the BID and Business Registry Certificate (BRC) fee collection timeline. In Fiscal Year 2019, the BID invoice was sent in late April along with the BRC invoice to businesses within the BID boundaries. Through this streamlined collection process, the City anticipates increased City of Palo Alto Page 3 revenue. In FY2020, the City plans to identify means and methods to further enhance collection of the assessment in order to increase revenues. Absent a majority protest at the public hearing, the Council may adopt the attached resolution approving the report for Fiscal Year 2020 as filed or as modified by the Council at the conclusion of the public hearing. (As noted above, if PADBA requires time to respond to any modification, the Council action would be deferred.) The adoption of the resolution constitutes the levying of the BID assessments for Fiscal Year 2020. Resource Impacts At the timing of the development of the FY 2020 Budget the assessments and proposed PADBPA budget for the BID was not yet available. For budgeting purposes staff maintained FY 2019 funding levels, pending the submission of the PADBPA Annual Report for City Council review and approval. The action recommended in this report will amend the FY 2020 Budget to align the revenue and expense appropriations to $104,500, as outlined in the 2019-2020 PADBPA Annual Report. This amount assumes a $17,000 transfer from the General Fund to the BID Fund in FY 2020 for the cost of collecting the BID assessments, which was recommended as an amendment to the FY 2020 Proposed Budget at the May 28th, 2019 Finance Committee meeting. The FY 2020 Budget, including budgetary actions for the General Fund transfer and corresponding expense appropriation is scheduled for adoption by the City Council on June 17th, 2019. Adoption of the proposed BID budget does not impact City revenue. BID assessments are restricted for use exclusively by the BID. A healthy BID will encourage vitality in the retail community and consequently result in additional sales tax revenue for the City. Staff time from the City Manager’s Office and Development Services Department will be utilized to provide oversight to the BID, administer the contract with MuniServices, liaise with stakeholders and prepare the annual reauthorization. The Attorney's Office will continue to provide legal oversight to the BID during the annual reauthorization process. Attachments: • Attachment A - Annual Report • Attachment B - Resolution Confirming Report and Levying Assessment for Downtown Business Improvement District Fiscal Year 2020 • Attachment C - Exhibit A - BID Map • Attachment D - Exhibit B - BID Fee Schedule • Attachment E - BID Agreement Attachment A – PAD Annual Report 2019-2020 2 Introduction This report from the Advisory Board of the Palo Alto Downtown Business & Professional Association (“PADB&PA”) was prepared for City Council to review for the annual reauthorization of the Downtown Palo Alto Business Improvement District (“BID”) pursuant to Section 36533 of the Parking and Business Improvement Law of 1989 (Section 36500 and following of the California Streets and Highways code) (the “Law”). This report is for the proposed fiscal year for the BID commencing July 1, 2019 and ending June 30, 2020. (“Fiscal Year 2019-20”). As required by the Law, this report contains the following information: I. Any proposed changes in BID boundaries and benefit zones within the BID; II. The improvements and activities to be provided for Fiscal Year 2019-20; III. An estimate of the cost of providing the improvements and the activities for Fiscal Year 2019- 20; IV. The method and basis of levying the assessment in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for Fiscal Year 2019-20. V. The amount of any surplus or deficit revenues to be carried over from a previous fiscal year. VI. The amount of any contributions to be made from sources other than assessments levied pursuant to the Law. Submitted by Brad Ehikian, Chair of the Advisory Board (“Advisory Board”) of the Palo Alto Downtown Business & Professional Association (“PADB&PA”). The Advisory Board approved this report on May 8, 2019. Received on file in the Office of the City Clerk of the City of Palo Alto on May 8, 2019. The Immediate Future Upon the departure of the Executive Director in June of 2018, the Palo Alto Business and Professional Association Board of Directors developed several forward-looking scenarios, which are described below in no particular order: 1. Replace the existing full time Executive Director position with another full-time Executive Director 2. Replace the existing full-time Executive Director position with a part-time Executive Director 3. Form a partnership with the City of Palo Alto, in which the City would provide some administrative support and the PADBPA board would provide guidance of downtown programs and improvements 4. Form a partnership with the Palo Alto Chamber of Commerce in which the Chamber would provide administrative support and the PADB&PA board would provide leadership and funding for downtown improvements and programs 5. Do not have paid staff, use assessments to fund projects in the downtown that would support retail businesses PADB&PA proposes to use the next year to thoroughly assess these options in order to determine which model is the most sustainable. This assessment will include identifying the goals of the BID and PADB&PA, understanding the revenue generation and expenses of each 3 model, the impact of each model on achieving the stated goals, and the feasibility of each model in the local context. During the coming months it is the board’s intention to pursue and engage in a consultative approach to determine the most appropriate course of action. At the same time, we will continue identifying and executing programs, special projects, and partners that can enhance the downtown experience. Historical Perspective PADB&PA’s takes great pride in the programs and services that it has contributed since inception. Several are listed here: • Creation of the Downtown Streets Team (PADB&PA started the effort in 2005) with continued support through 2019 • Display of American Flags during national holidays ( began in 2012) and continues to present. • Holiday Tree Lighting (this program was brought back in 2011 after a long hiatus.) • “Art” benches and replacement of the over twenty year old utilitarian benches (these programs were initiated with both Public Works and Public Arts in 2015.) • Free summer concerts (began in 2013) and continued through 2018 • Increase the frequency of steam-cleaning sidewalks, replacement of trashcans and increase in patrols of the parking garages (all programs initiated by PAd in conjunction with Public Works, PAPD, Downtown Streets Team and the Parking Assessment District.) • Streetlight banner program branding and promoting downtown as a great destination (began in 2012) and continues to present • Collaborated on “No smoking” ordinance and “no amplified music” ordinance (both initiated in 2014) • Lytton Plaza umbrellas and new foliage (partnership with the PAd, City and the Friends of Lytton Plaza, beginning in 2014) and continues to present. • University Avenue Tunnels repainting. ( initiated and completed in 2013) • Additional partnerships between the City of Palo Alto and the business community for communications about encroachment permit enforcement, downtown infrastructure improvement impacts, Residential Permit Parking issues, TMA, World Music Day and other street closure events. PADB&PA’s contribution illustrates the ongoing benefit of an organization dedicated to enhancing the quality of life for residents and patrons of Downtown Palo Alto. Further accomplishments for Fiscal Year 2019 are listed below in the Annual Report. 4 Section I: BID boundaries and Benefit Zones There have been no changes in the BID boundaries or benefit zones within the BID and no changes are proposed. The current boundaries are depicted on the map below. The area of the BID is referred to as “Downtown.” 934-944 927 932 233 281 933-937 943 327 1001 942 469 475 744 459 832 801 APT 1-5 427-453 920 912 362 370 900 838 846 471 459 835-855460 815 840836 834 845 400 803 928930 931933 835-837 831-833 451453 802800 810-816 818-820 828-830 817-819 823-825 567-569 559563 536 526 1001 1011- 540 483 904 912 468 918 926 537 965-971505-507 519-521 939-945 931-935 923-925518-520 539541543 515-517 809811 420 1001 1011 1010 376 370 980960 990 34 354 326 426 4 1000 448 944 471 483948952 959947925 915 933935 425-443 451449 463-465 936-940 458 460 440 428426 527-533 543 551 510520 558-560 903 825 837 581 575940934 813-823 501-509 511-519 521-529 531-539 541-547 556 596 904 926 561-567 569 845 580 574 566 991- 997 136 610 116-122 150 535529525 542516140 102 116124 163 145 566556 167 528 643635 635 645- 685 660-666 620 180 164 158156 624628 632636640 644 617621 151-165 171-195 203 642640636 200 151 115 125 135 514 101 440 444 436432 427 425 117119 630616 208 228220 240-248 575 530-534 536540 552 177 156 201209215 225 595 229231 611-623 180 508500 625-631 170172-174 542544 538- 542 552548546 541- 547 230-238 734 723 721 702-730220-244 744 701 731 755757 771 200 160 728-732 762- 776740-746 250 275 270 255741 265 724 730 651 221-225 227 668 707 205 201203451449 209219 221 233235450460470442444 400 420 430 411 425 429 185 165 181 412 250 420 245 171-169 441-445 435- 439 346344 333335 342 344 431 460 450 235530 220 220 B 222 240 514278 274270 250 545 540 251485255 271 281 300310 301 581 259-267 533535537 261 267 518-526 532-536 520-526 530-536 271 281 252 270 240-248 202- 216 228226 234238 244242 210-216 228-234 223-229 209215 247-259 240 232230 311-317 251 344326340 337339 323317 400 420 332330 314 353 355 367 305 347 265272-278 418 319 321-341 328 330 300- 310 431401 366 436 426 #1-7 369 335 319 390 301 315 375 307-311 325330 332 1&2330 1-3 324 326316 318 373- 377 416- 424 361 338 340 560 345 321325 315 529 285 555 650636 628 1-12 628 A-E 385 365 375380 345 664 325650-654 661635300 690 675 555541-549533 535- 539 318-324 326 352 425 439-441 435429425 415-419 405403453 461 383460 502 510 526 520 540 499 467 459 439 425 555 400 436-452 456 379 370-374376 380-382 384-396 550-552 364 360 431 440-444 423 499 475 421-423 431-433 432428 460-476 450 635 446 430 400 745 720706 385744734 724-730 720712704 360 351 315737 332 300 653 -681 683685 512 501619 609605 518 482486496 610 630 455 400 651-687 543-545 532534 542544 550 552 554556 558560562564 635-6 643-6 470 313 334 333 325326 342 303301 229 336 308 310312 316 318 311 331 315 319 317 321 335 228220 356-360 347-367 351357 369-379360 258- 296 350 210204 302-316 379310 320 328 332 340 437 412 311 A-B 404 313 325 327 333 407401385 411 452 378-390 360 - 1A - 1C360 - 2A - 2C360 - 3A - 3C360 - 4A - 4C360 - 5A - 5C360 - 6A 344-348 418420 482 328 456 321 325 330204218 236 240 250- 252 477 475 467 457 453249235 225221 201 60 275505-509 239- 243209-213 210-214 513-519 460 474472228- 230 535 558 201 1612 20 209 215 223 231 521 80 239-245 530-540 544-554 212- 216 218-222 333 335-337 351 457451 465463 489-499360 530 480 420 430 480 463 451443437411405 419405401 441 480-498 347 351 355 359 525 430 473 332-342 425415 400 570568 556 550 543 327321315305 343 515 525 551 555 328 309-311 518-528 536-540 552-554 558-562 573 A-E 591-599 557-571 330-332 318-320 406-418 417 542548568 524 550 500-528 578 564 550 546 540 530 531-535 541 505 525 537 555 565 571530 619-6 520 440-446 579 567 523610 600 555 581 420-438 437 566 224 228 A-F 244 579 575 565 559 251 355 A-J 335329604 576 566 345-347 243245 25725920921922723502 505 610-616 727 678 676 674672 642 636-638 567 555 711 701705 725 525 759 730718 734 738-740 760 746-750 701 721-7 600 827 835 899 850 530 609 759 7517537737-62611 601 600 1013 10041000 1006 1001 623 137 145 700 780 790 744 111700 753100 825805 33 51 75 63 841 44675 49 41 711 799 703 100 101 139654 625 160 1001 1005 1009 1010 1004 930 975945929931 948 181 940 960 145900 955 999875 853 925 81 855 901-907 909 87 98 917 921 925 735 849 707 847 842828 820248 230-232 212 825 829833 839 800 812818 882 165831 801 815 809801 841 791153 718 774 761 795745 201 209 834836 845 895 926 190 934 942 948 203 209 219 225 929200 240 904 910 926 270 935 904 909 909A 217 222 148 171 421 130 312 318 324 317 301 186 192 323 329 151 325 329 334 131129 355301 235 258 212 163 115 291247 210 201207 64 202 235 251249 252 247 244 250 177220 261 251-257 205245231225213205 70 2 206 234240 183 251 270 241-247 215-237 210- 216 219 235 62 202 245 5452 50 203 215 221 313-317318 220-224 238 542-550 531-539 532 759 223-239 905 911-917907 188190 251-293 202 206 208 210 212 216220 1008 275 539 201 400 27 168 865857 302 324 340 795 848 918 903 903A 408412 440 483A - F 435 751 735 745 532 210 727 733 335 328 330 345 214 350 800 806 441441A 230302306308312316 301 303 305307309 325 251 807 821 829 801 818-824 420 424 430 832A 832 842A 842 852A 852 862A 862 872A 872 351A 351 355A 355 359A 359 363A 363 367A 367 425 911 943 951 918 936 940 944 271 253 241 301 319 919A 919 935 949 928 936 940-946 353 264 367 361 310 1005 1010 423425413 - 419 457-467 469-471473-481 454 729 A-D 733-743 734-740 724-732 936 824-828 920 949 943941 715 95 445 324 328 545 590 425447 827 565585595 904 315 507 561 706 536 200 100 280-290 150 158164 276 516 698 161 159 157777 132 127 180 528 120 247 372 524 548550 538 152 345 336 515 658 227 27 29 539 115 135 321 558 #200-202 558 #C & D 965 140 350 808 915 461 435433 945 1012 421 727 A-C 218 255 206 739 260 840 650 642 351 451 551 375 530 643 415 12 700 802 99 89 87 901 560564568572576580584588592594 906908 910 912914 916 918920 922924 548 423 668 901 305 -313 423 405 352354 611 320322 346 323 471 484 528 426 264 430 1001 508 756 - 760 940 930 544546 515 7 7457 549 211213 151 160 257 433-457 482 330 349 401 539 440 691 755 67 312 202 651 443445 447 716 218 398 998 262 335 218 640-646506 327 469 303 401 403 254 401 91 40 101 819 301 725 595 705 541 Quarry Road Homer Avenue Lane 8 West Medical Foundation Way Lane 7 West Lane 7 East Encina Avenue El Camino Real Urban Lane Wells Avenue Forest Avenue High Street Emerson Street Channing Avenue Alma Street El Camino Real Mitchell Lane Everett Avenue Lytton Avenue Lane 15 E High Street Alma Street Bryant Street Lane 6 E Lane 11 W Lane 21 High Street Gilman Street Hamilton Avenue University Avenue Bryant Court Lane 30 Florence Street Kipling Street Tasso Street Cowper Street Everett Avenue Waverley Street Cowper Street Webster Street Everett Court Lytton Avenue Lane A West L L La Addison Avenue Forest Avenue Downing Lane Homer Avenue La Lane 39 Lane 56 Hamilton Avenue Webster Street Waverley Street Kipling Street Bryant Street Ramona Street Addison Avenue Scott Street Webster Street Cowper Street Addison Avenue Channing Avenue Ramona Street Paulsen Ln Lane 15 E Lane 20 W Lane 20 E University Avenue CalTrain ROW Emerson Street Waverley Street Kipling Street Bryant Street Ramona Street Palo Road ay Pear Lane Lane 12 W Lane 5 E Everett Avenue Homer Avenue Emerson Street talm D riv e Alma Street Lytton Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Zone A (Ground Floor) - Zone B (Upper Floors) abc Zone B 0'500' Downtown Palo AltoBusiness ImprovementDistrictArea Map CITY O F PALO A LTO IN COR PORAT E D CALIFOR NI A P a l o A l t oT h e C i t y o f APRIL 16 1894 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2012 City of Palo Altorrivera, 2012-04-30 16:57:54CPA BID (\\cc-maps\gis$\gis\admin\Personal\rrivera.mdb) EXHIBIT A 5 Section II: Improvements & Activities Downtown Palo Alto is a far different place than it was when the organization was founded in 2004. Downtown is a dynamic, entrepreneurial neighborhood that boasts clean and safe walkable streets, a well balanced confluence of small, medium and large businesses and an almost even balance of independently owned retail and restaurants operating along side national chains. It is a globally recognized mecca for innovating the social and the technical. However, we are currently noticing difficulty in attracting retail businesses. We have heard from several sources that retail spaces are not filling due to lack of parking, the tenant improvement process and higher than anticipated rent. Restaurants are also suffering due to the increased number of restaurants at the Stanford Shopping Center competing for our business. Several restaurants have closed while others have reduced hours. Despite these challenges, PADBPA operate a number of programs and activities in the past year. 2018-19 Programs that help the public good as well as members: • Spearheaded the effort on the systematic replacement of downtown benches to both enhance the esthetics of downtown and inhibit loitering. A combination of a more utilitarian bench design along with a small variety of artful benches have been installed, this in partnership with City of Palo Alto Public Works Division and the Public Arts Commission. Funding to keep and maintin these benches has been secured through a partnership with the Arts Commission and the Public Utilities Department. This project is complete. • Worked with a variety of city staff to help communicate and mitigate the impacts of downtown construction related to the Upgrade Downtwon Utilities project. • Initiated a plan to partner with Zero Waste to enhance the cleanliness of the alleyways throughout downtown. • Designed and managed the downtown lamppost banner program which provided Holiday, Spring and Summer banners along University, Lytton and Hamilton as well as site specific banners for Bryant, Emerson, Waverly and Ramona as well as Lyton Plaza. Downtown now has compiled a library of banner designs that can be used in years to come. This brand building program continues to promote downtown as the special place it is. No new banner designs are planned for 2019-20. • Initiated, developed, managed and promoted the 6 week long Summer concert series, “Music On the Plaza” including the development and design of social media, web and print efforts as well as raising the $20K in sponsorships needed to execute the series. We have moved the series to Lytton Plaza and closed a small section of Emerson to accommodate staging in order to accommodate partipants. This move resulted in larger crowds and even larger crowds are anticipated this year. Continuing the series in 2019- 20 is under consideration but not likely given the absence of leadership. • Partnered with the Friends of Lytton Plaza and the City of Palo Alto to maintin umbrellas, foliage, public art and banners to the plaza to enliven and soften the hardscape of the plaza. Further efforts will continue in 2019-20. • Initiated a comprehensive review of all newsrack conditions. Provided City Engineering staff with this report. Met with other municipalities to compare those city’s newsrack ordninaces in order to make recommendations regarding how to refine our current ordinance. 6 Looking ahead to Fiscal Year 2019-2020 As previously stated, PADBPA and the City will work together to identify and implement a sustainable operating model for both PADBPA and the BID Fund. While the strategic planning is underway, PADBPA will continue programs and activities that benefit the businesses within the BID boundaries. These programs and activities include: • Improvement and maintenance of public spaces, including public plazas, streets, and sidewalks; • Acquisition, construction, installation or maintenance of physical property intended to improve the public spaces of downtown; • Collaborating with the City to redesign and refresh the public newsracks; • Marketing activities, including the downtown banner program and consideration of events to promote and market downtown Palo Alto; • Activities and programs that benefit the member businesses. 7 Section III. Budget for 2019-20 The total funds available for activities for this fiscal year are estimated to be $104,500. The budget for providing the activities is set forth as follows: BID 2019/20 Budget INCOME Total Non-Assessment Sources Assessments $112,500 Allowance for Uncollectible Assessments ($25,000) Other Revenue $0 $0 City of Palo Alto $17,000 $17,000 TOTAL INCOME $104,500 EXPENSES Operating Expenses Staff Salaries Executive Director Salary - Part Time $35,000 Payroll taxes and expense $3,500 Invoicing $17,000 $17,000 Office Supplies & Expenses $150 Internet/Website/ Phone Maintenance $1,000 Reauthorization Advertising $2,690 Audit-Tax Returns $6,500 Legal $1,000 $1,000 Insurance - Liability $2,300 Nominating $1,500 Contingencies $500 Subtotal -- Operating Expenses $71,140 $35,000 Programs, Marketing and Events Banners $1,000 Location Specific Banners $0 Outreach & Communication $0 Downtown Streets Team $3,000 District Opportunity Reserve $29,360 Subtotal --Programs, Marketing & Events $33,360 $35,000 Total Expenses $104,500 8 Section IV: Method and Basis of Levying the Assessment Cost Benefit Analysis / Bid Assessments The method and basis of levying the assessment is provided in sufficient detail to allow each business owner to estimate the amount of the assessment to be levied against his or her business for Fiscal Year 2018-19 and is not changed from the FY 2019-20 assessment. There have been no changes made to the Cost-Benefit Analysis or to the BID Assessments since they were approved by City Council on February 2, 2004. Any change to the assessment would require a formal vote of all businesses in the district. We are confident that our reasonable apporach to this subject is thoughtful and well valued. The method of calculation used to determine the cost and benefit to each business located in the BID is described below. The BID assessments are based on three criteria: the type of business, the location of the business and the size of the business. It has been consistently demonstrated that the typical BID program places a higher priority on activities such as commercial marketing. As a result, the retail and restaurant establishments in the BID are assessed more than service and professional businesses in the district. While service-oriented businesses benefit from a BID less than retailers and restaurateurs, they benefit more than professional businesses such as medical, dental, architectural, consultant and legal offices with their minimal advertising and promotion needs. For these reasons, various business types are assessed according to the benefit that they receive from the BID, as follows: ➢ Retail and Restaurant 100% of base amount ➢ Service 75% of base amount ➢ Professional 50% of base amount Exceptions to this rule include financial institutions that are traditionally charged a flat rate regardless of location or size and lodging businesses that are typically charged by total rooms. The location of a business also determines the degree of benefit that accrues to that business. Centrally located businesses tend to benefit more, as do businesses located on the ground floor. For this reason, A and B benefit zones have been identified for the BID. In Palo Alto, Zone A benefit businesses are assessed 100% of the base benefit assessment while Zone B businesses are assessed 75%. A third criterion is used in the BID to determine benefit. This criterion, the size of the business, takes into consideration the number of full time employees employed by the business. Please refer to Attachment 1 for a more complete understanding of the application of these three variables to establish BID benefit. Attachment 2 is the BID assessment for each business located within the BID boundaries. Applying the criteria identified in Attachment 1, a summary of the assessment that applies to each business by size, type and location is outlined. In addition to the Cost-Benefit Analysis, the assessments include the following criteria: 9 ➢ An exemption for “single person professional businesses” that have 25% or fewer full time equivalent (“FTE”), including the business owner. This covers employees who work less than 10 hours a week (based on a 40 hour work week; an FTE equals approximately 2000 hours annually) ➢ An assessment specifically for “single person businesses” that have 26% FTE to 1 FTE in the professional business category of the BID (An FTE equals approximately 2000 hours annually) ➢ The tiering of other professional businesses by size based (according to benefit) on the “single person business” criteria This outline provides information by which a business can determine its annual assessment based on objective criteria. Except where otherwise defined, all terms shall have the meanings identified below: Definitions of Business Types in the Downtown Business Improvement District Retailers and Restaurants: Businesses that buy or resell goods such as clothing stores, shoe stores, office supplies as well as businesses that sell prepared food and drink. Service Businesses: Businesses that sell services such as beauty or barber shops, repair shops, most automotive businesses, dry cleaners, art and dance studios, printing firms, film processing companies, travel agencies, entertainment businesses such as theatres, etc. Hotel and Lodging: These include businesses that have as their main business the lodging of customers. This is restricted to residential businesses that provide lodging services to customers for less than 30 days. Professional Businesses: Businesses that require advanced and/or specialized licenses or academic degrees such as architects, engineers, attorneys, chiropractors, dentists, doctors, accountants, optometrists, realtors, insurance brokers, venture capital firms, consultants, advertising and marketing professionals and mortgage brokers and similar professions. Financial Institutions: Includes banking, savings and loan institutions and credit unions. Additional clarification on business definitions will be defined according to Section 18.04.030 (Definitions) of the Palo Alto Municipal Code. The Advisory Board recommends that the following businesses be exempt from the BID assessment: ➢ New businesses established in the BID area following the annual assessment for the year in which they locate in the BID area ➢ Non-profit organizations ➢ Newspapers ➢ “Single person professional businesses” that have 25% or less FTE, including the business owner 10 Section V: Revenue Deficit The Assessment calculated shall be paid to the City no later 30 days after receipt of the invoice with the amount of the annual assessment sent by the City. A second notice will be mailed as a reminder to businesses that have not remitted payment by that date. Late payment will be subject to a 10% late fee. Expected expenses for the remainder of FY 2019 are as follows: Operating Expenses Staff Salaries $0 Invoicing $17,000 Office Supplies & Expenses $0 Internet/Website/ Phone Maintenance $0 Reauthorization Advertising $2,690 Audit-Tax Returns $6,500 Legal $1,000 Insurance - Liability $2,300 Nominating $0 Contingencies $0 Subtotal -- Operating Expenses $29,490 Programs, Marketing and Events Banners $0 Location Specific Banners $0 Outreach & Communication $0 Downtown Streets Team $0 District Opportunity Reserve $0 Subtotal --Programs, Marketing & Events $0 Total Remaining Expenses $29,490 Section VI: Non-assessment Income: It is estimated that $1,000.00 will be raised in fundraising, and sponsor support. Additionally, we anticipate in kind contribution towards expenses for fiscal year 2019-20. Projected Additional/In-kind Income for Fiscal Year 2019-20 Legal (donation) $1,000 Banners $0 Summer Concert Series $ Events $0 Total $1,000 11 Section VI: PADB&PA Board of Directors by Business Type Retailers and Restaurants Georgie Gleim, Gleim the Jeweler Jill Bibo, McRoskey Mattress Rob George, Lemonade Jeff Selzer, Palo Alto Bicycles Nancy Coupal, Coupa Cafe Hospitality Barbara Gross, Palo Alto Hotel Council Stephanie Wansek, Cardinal Hotel Financial Institutions Ali Agah, Boston Private Bank & Trust Company Katie Seedman, Presidio Private Bank and Trust Professional Organizations Brad Ehikian, Premier Properties Patty McGuigan, Cornish & Carey Commercial Non Profit Organizations [vacant], Downtown Street Team COMMUNITY PARTNERS Palo Alto Chamber of Commerce Judy Kleinberg, President & CEO Downtown Streets Team Eileen Richardson, Executive Director City Of Palo Alto Greg Tanaka, Palo Alto City Council Liaison Michelle Flaherty, Deputy City Manager, City Manager’s Office Rachael Tanner, Assistant to the City Manager, City Manager’s Office ATTACHMENT 1 A General Statement Regarding Cost-Benefit Analysis For BID Businesses Using The Traditional Three Criteria Formula Criteria 1) Type of Business: Statement Concerning Cost-Benefit Formula For BID Businesses Regarding Type Of Business: In a review of 200 California Business Improvement Districts, it is consistently demonstrated that the typical BID Program places a higher priority on Commercial Marketing Programs than on Civic Beautification and Commercial Recruitment Programs. With that trend in mind, retail and restaurant businesses, with their emphasis on, and need for, commercial marketing, are traditionally assessed more than less marketing-sensitive service-oriented or professional-oriented businesses. However, while service-oriented businesses benefit from a BID less than retailers and restaurateurs, they benefit more, (from commercial marketing programs), than professional businesses such as medical, dental and legal offices with their minimal advertising and promotion needs. Therefore, set forth below, is an example of how various business types might be considered regarding the computation of the annual benefit assessment. • Retail and Restaurant: 100% of base amount • Service: 75% of base amount • Professional: 50% of base amount Exceptions to this rule include financial institutions that are traditionally charged a flat rate regardless of location or size and lodging businesses that are typically charged by total rooms. Lodging businesses are assessed based on the total number of rooms because it is a more equitable manner of determining size. Many lodging businesses have many part time employees, but revenues are based on the room occupancies of the hotel, not the goods sold or serviced provided by employees. Criteria 2) Location of Business: Statement Concerning Cost-Benefit Formula For BID Businesses Regarding Location of Business: It has also been consistently demonstrated that the more centrally located businesses tend to benefit from BID activities and services to a greater degree than businesses located toward the periphery of the proposed BID boundaries. Events and activities tend to originate in the central core of the Downtown area and spread benefit to the outer areas with diminishing energy and impact, much like the ripple effect of a stone tossed into a body of calm water. Furthermore, ground floor businesses tend to benefit to a greater degree than businesses located in upper floors. Therefore, in some cases, a new BID's annual benefit assessment formula also takes these street level criteria into account. As mentioned above, special events, fairs, festivals and other activities tend to take place within, or along, the Main Street core rather than in the areas at the periphery of the Downtown core. Additionally, BID- sponsored seasonal decorations, public art projects, street banners and street furniture tend to be located within the immediate core area. Therefore, businesses located within the most central area of the proposed BID are considered to be within "Zone A" which should be considered the primary benefit zone. There is typically a "secondary zone" or "Zone B" within most proposed BID areas. This area receives less benefit than Zone A and should be assessed accordingly. An example of how different zones might be treated regarding the computation of the annual benefit assessment is as follows. • Zone A: 100% of base benefit assessment • Zone B: 75% of base benefit assessment In the case of Downtown Palo Alto, it is recommended that all Zone A upper floor businesses, as well as any other businesses located at the periphery of the proposed BID, be considered as Zone B businesses. Please refer to the map in Attachment I. Criteria 3) Size of Business: Statement Concerning Cost-Benefit Formula For BID Businesses Regarding Size of Business: In approximately 50% of newly established BIDs, a third assessment criterion is used. This criterion involves the size of each individual business that is based upon the businesses’ total number of full-time employees. Full-time employees are those working a total of 2,000 hours per year. Part-time employees are grouped into full-time job positions, i.e., two half-time employees total one full-time. Fractions are rounded down to the nearest whole number with no less than one person as a minimum for business. An example of how various business sizes might be treated regarding the computation of the annual benefit assessment is as follows: Retail/Restaurants Service Businesses Small 50% of base amount Under 6 FTE* Under 4 FTE Medium 75% of base amount 6 to under 11 FTE 4 to under 7 FTE Large 100% of base amount 11 or more FTE 7 or more FTE * FTE = full time employees Additionally, an exemption was established for “single person professional businesses” that have 25% or less FTE, including the business owner. This covers employees who work less 10 hours a week (based on a 40 hour work week) Since “single person businesses” that have 26% FTE to 1 FTE in the professional business category of the BID benefit the very least from the assessment, their assessments have been tiered by size based (according to benefit) on the new “single person business” criteria. ATTACHMENT 2 Downtown Palo Alto Business Improvement District Annual BID Assessments ZONE A ZONE B (75% of Zone A amount) Restaurants & Retailers Under 6 FTE (50% of base amount) $225 $170 6 to under 11 FTE (75% of base amount) $340 $260 11 or more FTE (100% of base amount) $450 $340 Service Businesses Under 4 FTE (50% of base amount) $170 $130 4 to under 7 FTE (75% of base amount) $260 $200 Over 7 FTE (100% of base amount) $340 $260 Professional Businesses 25% or fewer FTE, including owner (0% of base amount) Exempt Exempt 26% FTE to under 1 FTE (25% of base amount) $60 $50 2 to 4 FTE (50% of base amount) $110 $90 5 to 9 FTE (75% of base amount) $170 $130 10+ FTE (100% of base amount) $225 $170 Lodging Businesses Up to 20 rooms (50% of base amount) $225 $170 21 to 40 rooms (75% of base amount) $340 $260 41+ rooms (100% of base amount) $450 $340 Financial Institutions $500 $500 Note 1: For retail, restaurant, service, and professional businesses, size will be determined by number of employees either full-time or equivalent (FTE) made up of multiples of part-time employees. A full FTE equals approximately 2000 hours annually. Lodging facilities will be charged by number of rooms available and financial institutions will be charged a flat fee. Note 2: Second floor (and higher) businesses located within Zone A will be assessed the same as similar street-level businesses located within Zone B. Note 3: Assessment amounts are rounded to the nearest ten dollars. The minimum assessment will be $50.00. 2019060301 1 Not Yet Approved Resolution No. ______ Resolution of the Council of the City of Palo Alto Confirming the Report of the Advisory Board and Levying an Assessment for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District R E C I T A L S The Council of the City of Palo Alto hereby DECLARES as follows: SECTION 1. The Parking and Business Improvement Area Law of 1989, California Streets and Highways Code Sections 36500 et seq. (the “Law”), authorizes the City Council to levy an assessment against businesses within a parking and business improvement area which is in addition to any assessments, fees, charges, or taxes imposed in the City. SECTION 2. Pursuant to the Law, the City Council adopted Ordinance No. 4819 establishing the Downtown Palo Alto Business Improvement District (the "District") in the City of Palo Alto. SECTION 3. The City Council, by Resolution No. 8416, appointed the Board of Directors of the Palo Alto Downtown Business & Professional Association, a California nonprofit mutual benefit corporation, to serve as the Advisory Board for the District (the "Advisory Board"). SECTION 4. In accordance with Section 36533 of the Law, the Advisory Board prepared and filed with the City Clerk a report entitled "Downtown Palo Alto Business and Professional Association Annual Report 2019-20” regarding the District (the "Report”), and, by Resolution No. _______ [insert number after resolution approved on consent], the City Council preliminarily approved such report as filed. SECTION 5. The boundaries of the District are within the City limits of the City of Palo Alto (the "City") and encompass the greater downtown area of the City, generally extending from El Camino Real to the West, Webster Street to the East, Lytton Avenue to the North and Addison Avenue to the South (east of Emerson Street, the boundaries extend only to Forest Avenue to the South). Reference is hereby made to the map of the District attached hereto as Exhibit "A" and incorporated herein by reference for a complete description of the boundaries of the District. SECTION 6. The City Council has adopted a Resolution of Intention, Resolution No. _____ [insert number after resolution approved on consent], declaring its intention to levy and collect an assessment for fiscal year 2020 against the businesses in the District. 2019060301 2 SECTION 7. Following notice duly given pursuant to law, the City Council has held a full and fair public hearing regarding the levy and collection of an assessment within the District for fiscal year 2020. All interested persons were afforded the opportunity to hear and be heard regarding protests and objections to the levy and collection of the assessment for fiscal year 2020. The City Council finds that there was no majority protest within the meaning of the Law. All protests and objections to the levy and collection of the assessment and any and all protests and objections are hereby overruled by the City Council. SECTION 8. Based on its review of the Report, a copy of which has been presented to the City Council and has been filed with the City Clerk, and other reports and information, the City Council hereby finds and determines that (i) the businesses in the District will be benefited by the expenditure of funds raised by the assessment (ii) the District includes all of the businesses so benefited; and (iii) the net amount of the assessment levied within the District for the 2020 fiscal year in accordance with the Report is apportioned by a formula and method which fairly distributes the net amount in proportion to the estimated benefits to be received by each such business. SECTION 9. The City Council hereby confirms the Report as filed by the Advisory Board. New businesses established in the District after the beginning of any fiscal year shall be exempt from the levy of the assessment for that fiscal year. In addition, non-profit organizations, newspapers and professional "single-person businesses," defined as those businesses which have 25% or less full time equivalent employees, including the business owner, shall be exempt from the assessment. SECTION 10. The adoption of this Resolution constitutes a levy of an assessment for the fiscal year 2020 (commencing July 1, 2019, and ending June 30, 2020). The assessment formula, including the method and basis of levying the assessment, is set forth Exhibit “B” attached hereto and incorporated herein by reference. New businesses established in the District after the beginning of any fiscal year shall be exempt from the levy of the assessment for that fiscal year. In addition, non-profit organizations, newspapers and professional "single-person businesses," defined as those businesses which have 25% or less full time equivalent employees, including the business owner, shall be exempt from the assessment. SECTION 11. The City Council hereby declares that the proposed uses of the revenues derived from the assessments levied against the businesses in the District are for the following facilities and activities: The types of improvements to be funded by the levy of an assessment against businesses within the District are the acquisition, construction, installation or maintenance of any tangible property with an estimated useful life of five years or more. The types of activities to be funded by the levy of an assessment against businesses within the District are marketing activities which benefit businesses in the area and which take place on or in public places within the District; improvement and maintenance of public spaces; and activities which benefit businesses locating and operating in the District. 2019060301 3 SECTION 12. The Council finds that the adoption of this Resolution does not meet the definition of a project under Section 21065 of the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Senior Assistant City Attorney City Manager _____________________________ Director of Administrative Services 934 - 9 4 4 927 932 233 281 933 - 9 3 7 943 327 1001 94 2 469 475 74 4 459 832 801 A P T 1 - 5 427-453 920 912 362 370 900 838 846 471 459 835 - 8 5 5 460 81 5 840 836 834 845 400 803 928930 931 933 835 - 8 3 7 831 - 8 3 3 451453 802800 81 0 - 8 1 6 81 8 - 8 2 0 82 8 - 8 3 0 817 - 8 1 9 82 3 - 8 2 5 567-569 559563 536 526 100 1 101 1 - 540 483 904 912 468 918 926 537 965-971505-507 519-521 939-945 931-935 923-925 518-520 539541543 515-517 809 811 420 1001 1011 1010 376 370 980960 990 34 354 326 426 4 1000 448 944 471 483948952 959947925 915 933 935 425-443 451449 463-465 936-940 458 460 440 428426 527-533 543 551 510520 558-560 903 825 837 581 575 940934 813-823 501-509 511-519 521-529 531-539 541-547 556 596 904 926 561-567 569 845 580 574 566 991- 997 136 610 116-122 150 535529 525 542516140 102 116 124 163 145 566 556 167 528 643635 635 645- 685 660- 666 620 180 164 158156 624628 632 636 640 644 617 621 151-165 171-195 203 642640 636 200 151 115 125 135 514 101 440 444 436432 427 425 117119 630616 208 228220 240-248 575 530- 534 536 540 552 177 156 201 209215 225 595 229231 611-623 180 508500 625-631 170 172-174 542544 538- 542 552 548 546 541- 547 230-238 734 723 721 702- 730220-244 744 701 731 755757 771 200 160 728-732 762- 776740-746 250 275 270 255 741 265 724 730 651 221-225 227 668 707 205 201203 451449 209 219 221 233 235450 460 470 442 444 400 420 430 411 425 429 185 165 181 412 250 420 245 171-169 441- 445 435- 439 346344 333 335 342 344 431 460 450 235530 220 220 B 222 240 514278 274270 250 545 540 251485255 271 281 300 310 301 581 259-267 533535537 261 267 518-526 532- 536 520-526 530-536 271 281 252 270 240-248 202- 216 228226 234238 244 242 210- 216 228- 234 223- 229 209215 247-259 240 232230 311-317 251 344 326 340 337339 323317 400 420 332330 314 353 355 367 305 347 265272-278 418 319 321- 341 328 330 300- 310 431401 366 436 426 #1-7 369 335 319 390 301 315 375 307- 311 325330 332 1&2330 1-3 324 326316 318 373- 377 416- 424 361 338 340 560 345 321325 315 529 285 555 650636 628 1-12 628 A-E 385 365 375380 345 664 325650-654 661635300 690 675 555541-549533 535- 539 318-324 326 352 425 439-441 435429425 415-419 405403453 461 383460 502 510 526 520 540 499 467 459 439 425 555 400 436-452 456 379 370-374 376 380-382 384-396 550-552 364 360 431 440-444 423 499 475 421-423 431-433 432428 460-476 450 635 446 430 400 745 720706 385744 734 724-730 720 712 704 360 351 315737 332 300 653 -681 683 685 512 501619 609605 518 482486 496 610 630 455 400 651-687 543-545 532534 542544 550 552 554556 558560562564 635-6 643-6 470 313 334 333 325326 342 303301 229 336 308 310 312 316 318 311 331 315 319 317 321 335 228220 356-360 347-367 351357 369-379360 258- 296 350 210 204 302- 316 379310 320 328 332 340 437 412 311 A-B 404 313 325 327 333 407 401385 411 452 378-390 360 - 1A - 1C360 - 2A - 2C360 - 3A - 3C360 - 4A - 4C360 - 5A - 5C360 - 6A 344-348 418420 482 328 456 321 325 330204 218 236 240 250- 252 477 475 467 457 453249235225221 201 60 275 505-509 239- 243 209- 213 210- 214 513-519 460 474472228- 230 535 558 201 16 12 20 209 215 223 231 521 80 239-245 530-540 544-554 212- 216 218-222 333 335- 337 351 457451 465463 489-499360 530 480 420 430 480 463 451443437411 405 419405401 441 480-498 347 351 355 359 525 430 473 332- 342 425415 400 570568 556 550 543 327321315305 343 515 525 551 555 328 309-311 518-528 536-540 552-554 558-562 573 A-E 591-599 557-571 330-332 318-320 406-418 417 542 548568 524 550 500-528 578 564 550 546 540 530 531-535 541 505 525 537 555 565 571 530 619-6 520 440-446 579 567 523610 600 555 581 420-438 437 566 224 228 A-F 244 579 575 565 559 251 355 A-J 335329 604 576 566 345-347 243245 25725920921922723502 505 610-616 727 678 676 674672 642 636-638 567 555 711 701705 725 525 759 730 718 734 738-740 760 746-750 701 721-7 600 827 835 899 850 530 609 759 751753 7 737-62611 601 600 1013 10041000 1006 1001 623 137 145 700 780 790 744 111700 753100 825805 33 51 75 63 841 44 675 49 41 711 799 703 100 101 139654 625 160 1001 1005 1009 1010 1004 930 975 945929931 948 181 940 960 145900 955 999875 853 925 81 855 901-907 909 87 98 917 921 925 735 849 707 847 842828 820248 230-232 212 825 829 833 839 800 812 818 882 165831 801 815 809801 841 791153 718 774 761 795745 201 209 834836 845 895 926 190 934 942 948 203 209 219 225 929200 240 904 910 926 270 935 904 909 909A 217 222 148 171 421 130 312 318 324 317 301 186 192 323 329 151 325 329 334 131 129 355301 235 258 212 163 115 291247 210 201 207 64 202 235 251 249 252 247 244250 177220 261 251-257 205245 231225213205 70 2 206 234240 183 251 270 241-247 215- 237 210- 216 219 235 62 202 245 54 52 50 203 215 221 313-317318 220- 224 238 542-550 531-539 532 759 223-239 905 911-917907 188 190 251- 293 202 206 208 210 212 216 220 1008 275 539 201 400 27 168 865857 302 324 340 795 848 918 903 903A 408 412 440 483A - F 435 751 735 745 532 210 727 733 335 328 330 345 214 350 800 806 441 441A 230302 306 308 312 316 301 303 305 307 309 325 251 807 821 829 801 818-824 420 424 430 832A 832 842A 842 852A 852 862A 862 872A 872 351A 351 355A 355 359A 359 363A 363 367A 367 425 911 943 951 918 936 940 944 271 253 241 301 319 919A 919 935 949 928 936 940-946 353 264 367 361 310 1005 1010 423425413 - 419 457-467 469-471473-481 454 729 A-D 733-743 734-740 724-732 936 824-828 920 949 943941 715 95 445 324 328 545 590 425447 827 565 585 595 904 315 507 561 706 536 200 100 280-290 150 158164 276 516 698 161 159 157777 132 127 180 528 120 247 372 524 548550 538 152 345 336 515 658 227 27 29 539 115 135 321 558 #200-202 558 #C & D 965 140 350 808 915 461 435433 945 1012 421 727 A-C 218 255 206 739 260 840 650 642 351 451 551 375 530 643 415 12 700 802 99 89 87 901 560564568572576580584588592594 906 908 910 912 914 916 918920 922 924 548 423 668 901 305 -313 423 405 352354 611 320322 346 323 471 484 528 426 264 430 1001 508 756 - 760 940 930 544546 515 7 745 7 549 211 213 151 160 257 433-457 482 330 349 401 539 440 691 755 67 312 202 651 443 445 447 716 218 398 998 262 335 218 640-646506 327 469 303 401 403 254 401 91 40 101 819 301 725 595 705 541 Quarry Road Homer Avenue Lane 8 West Medical Foundation Way Lane 7 West Lane 7 East Encina Avenue El Camino Real Urban Lane Wells Avenue Forest Avenue High Street Emerson Street Ch a n n i n g A v e n u e Alma Street El Camino Real Mitchell Lane Everett Avenue Lytton Avenue Lane 15 E High Street Alma Street Bryant Street Lane 6 E Lane 11 W Lane 21 High Street Gilman Street Hamilton Avenue University Avenue Bryant Court Lane 30 Florence Street Kipling Street Tasso Street Cowper Street Everett Avenue Waverley Street Cowper Street Webster Street Everett Court Lytton Avenue Lane A West L L La Addison Avenue Forest Avenue Downing Lane Homer Avenue La Lane 39 Lane 56 Hamilton Avenue Webster Street Waverley Street Kipling Street Bryant Street Ramona Street Addison Avenue Scott Street Webster Street Cowper Street Addison Avenue Channing Avenue Ramona Street Paulsen Ln Lane 15 E Lane 20 W Lane 20 E University Avenue CalTrain ROW Emerson Street Waverley Street Kipling Street Bryant Street Ramona Street Palo Road ay Pear Lane Lane 12 W Lane 5 E Everett Avenue Homer Avenue Emerson Street tal m D r iv e Alma Street Lytton Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Zone A (Ground Floor) - Zone B (Upper Floors) abc Zone B 0' 500' Downtown Palo AltoBusiness ImprovementDistrictArea Map CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2012 City of Palo Alto rrivera, 2012-04-30 16:57:54CPA BID (\\cc-maps\gis$\gis\admin\Personal\rrivera.mdb) City of Palo Alto (ID # 10470) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Zero Waste – New Collection, Removal and Disposal of Refuse Requirements Title: Adoption of an Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under CEQA From: City Manager Lead Department: Public Works Recommendations Staff recommends that Council: 1. Find the Refuse Collection Ordinance (Attachment A) is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15307 and 15308; and 2. Adopt the Refuse Collection Ordinance amending Chapter 5.20 of Title 5 of the Palo Alto Municipal Code (PAMC), related to the storage, sorting, collection and removal of refuse, including restrictions on the type and color of refuse collection bags and other modifications to make waste sorting more effective and facilitate monitoring. Executive Summary Staff is proposing an Ordinance to restrict refuse collection bags to particular types and colors, and to make other changes and clarifications to Chapter 5.20 (Refuse Collection) of Title 5 of the PAMC to make waste sorting more effective and facilitate monitoring. These proposed changes were anticipated to be considered by Council together with other Zero Waste Plan initiatives (single-use foodware and deconstruction ordinances) on June 10, 2019 and were described in CMR # 10148 for those items. However, this Ordinance was deferred for later and separate consideration due to insufficient public notice for the Chapter 5.20 amendments. That issue has been addressed and this CMR describes the proposed Refuse Collection Ordinance amendments for Council potential action at the June 24, 2019 Council meeting. CITY OF PALO ALTO City of Palo Alto Page 2 Background In August 2018, Council accepted the 2018 Zero Waste Plan containing 48 initiatives that will help the City meet its sustainability and climate action goals. One of the initiatives included requiring the use of colored tinted clear bags to help make waste sorting and facility monitoring more effective. The need for color-tinted bags was identified as the Zero Waste Group began enforcement of the 2016 Mandatory Recycling and Composting Ordinance requirements. The enforcement program includes auditing commercial businesses in Palo Alto and ensuring compliance with Chapter 5.20 waste sorting and waste management requirements. Color coded refuse containers or waste stations are required in commercial facilities for common areas. Examples of common areas include cafeterias, front lobbies, coffee stations, etc. When janitors collect the refuse bags from the waste stations it is important to keep the three waste streams separated. Currently each business is allowed to use any type and color of refuse bag often times resulting in the waste streams being comingled and becoming contaminated. Requiring the use of colored tinted clear bags for each waste stream will help keep the waste streams properly sorted and easier to monitor during the City’s audits. Discussion Staff is recommending for commercial facilities (not including residential dwelling units that are part of a mixed-use development or multifamily properties), that use bags, to use clear bags to collect garbage (landfill) and blue-tinted clear bags to collect recyclable materials. If bags are used to collect compostable materials for either commercial or residential properties, then the bags must be green tinted clear compostable bags. These changes will make sorting more effective and monitoring easier. The compostable bag requirement will also reduce the amount of plastic in the City generated compost. The adoption and implementation of the Refuse Collection Ordinance changes would enhance sorting and waste management at commercial businesses to affect the City’s waste diversion. In the Zero Waste Plan, it is estimated that this requirement, would decrease disposal in landfills by 230 tons and reduce greenhouse gas emissions (GHG) by 430 metric tons of carbon dioxide equivalent (MTCO2e). Other updates to this ordinance include the following: • Adding new or modified definitions including a new definition for “Refuse Room” to clarify that refuse may also be stored inside a building and modifying the definition for “Multifamily property” to three or more attached units from five or more units to conform to the definition of “Multifamily property” in the Zoning Code. • To address the issue of cardboard boxes not being broken down, causing recycling containers to overflow and collection trucks from filling up too fast, a new requirement to break down cardboard boxes was added to Section 5.20.090. • Section 5.20.109 was modified to ensure new container covers for public refuse containers are used during special events and returned to the City. City of Palo Alto Page 3 • Clarified self-haul exemption to restrict the use of containers to only those from the City’s contracted hauler (also referred to as the City’s collector) for collecting, removing and disposing of refuse so that the City can ensure refuse is properly managed and processed. • Two new requirements in Section 5.20.120 include allowing the City or its contracted hauler access to internal and external refuse containers for inspection as well as ensuring refuse containers serviced by the City contracted hauler are accessible, easy to service, safe to service, and clear of obstructions. • Due to increased instances of refuse containers being left out in the public right-of-way after collection service, a new requirement allowing refuse containers to stay in the public right-of-way 24 hours before or after being serviced was added to Section 5.20.130. Timeline If approved by the City Council on June 24, 2019, the ordinance will be scheduled for a second reading and final adoption after the Council’s summer recess and will become effective thirty days after final adoption. The updates to the Refuse Collection ordinance would go into effect at that time, except for the colored refuse bag requirement, which will go into effect on July 1, 2020. Outreach and education on the colored refuse bag requirements would occur from July 2019 through June 2020, prior to implementation of the requirements. Resource Impact The new ordinance would require outreach and education to commercial customers but no additional budget requests are expected as the planned outreach and education expenditures would be funded within the existing budget by reprioritizing current outreach activities. Policy Implications The recommended ordinance changes advance the initiatives of the Zero Waste Plan accepted by Council in August 2018, support the City’s goals of 95 percent diversion by 2030 in the S/CAP, and help reduce greenhouse gases. Environmental Review The ordinance is exempt under CEQA Guidelines Sections 15307 and 15308, actions taken by regulatory agencies to assure the maintenance, restoration or enhancement of natural resources. Attachments: • Attachment A - 5.20 Refuse Collection Ordinance Attachment A Not Yet Approved 1 2019052201 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Sections 5.20.010 (Definitions), 5.20.020 (Declaration of Policy), 5.20.030 (Discarding of Refuse), 5.20.090 (Collection and Ownership of Recycled Materials), 5.20.100 (Collection and Ownership of Compostable Materials), 5.20.105 (Contamination of Containers), 5.20.109 (Requirements for Special Events), 5.20.110 (Exclusions), 5.20.120 (Refuse Containers), 5.20.130 (Maintenance and Placement of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 5.20.010 (Definitions) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.010 Definitions. Within and limited to this Chapter, the following words and phrases shall be construed as defined in this section, unless the context indicates otherwise. (1)"Bin" means a detachable refuse container used in connection with commercial premises with a 1 to 8 cubic yard capacity, equipped with a lid, and designed for mechanical pick-up by collection vehicles. (2)"Box" means a wheeled or sledded container or compactor, generally 7 to 50 cubic yards in size, suitable for the storage and collection of commercial solid waste or recyclable materials. (3)"Cart" means a wheeled receptacle equipped with a lid, and designed for mechanical pick-up by collection vehicles. (4)"City" means the government of the City of Palo Alto, defined in Section 1.04.050(1) of the municipal code, with a principal place of business at 250 Hamilton Avenue, Palo Alto, County of Santa Clara. (5)"City manager" means the person referred to in Section 2.08.140 of the municipal code, or designee. (6)"Collection agreement" means a contract with the City for the collection of refuse pursuant to Section 5.20.040. (7)"Collector" means one or more persons authorized by Section 5.20.040 to provide the collection, processing and disposal of refuse pursuant to one or more written contracts with the City. Attachment A Not Yet Approved 2019052201 2 (8)"Commercial business owner" means any person holding or occupying, alone or with others, commercial premises, whether or not the person holds the title or is the record owner of the commercial premise. (9)"Commercial premises" means any occupied real property in Palo Alto, except property occupied by federal, state or local government agencies which do not consent to their inclusion, and except residential premises as defined in subsection (3331) hereof, and shall include, without limitation, any wholesale or retail establishments, restaurant and food service establishment, bar, store, shop, shopping center, office, industrial establishment, manufacturing establishment, service station, repair, research and development establishment, professional, services, sports or recreational facility, any place or premise where an animal is maintained or sheltered, construction or demolition site, a multiple dwelling that is not a residential premise, and any other commercial or industrial business facility, structure, site, or other establishment in Palo Alto. (10)"Compostable materials" means organic materials designated by the City as approved for collection and processing, including, without limitation, yard trimmings, food scraps, soiled paper and compostable plastics, but excluding animal manure, sewage sludge, and human biological wastes. (11)"Composting" means the controlled, biological decomposition of organic materials into humus for use as a soil amendment, conditioner or fertilizer or for any other similar use or purpose. (12)"Construction and/or demolition site" means any real property in Palo Alto, at which a building or structure, or any portion thereof, is being constructed, assembled, erected or demolished, and during which construction or demolition waste which must be removed from the property. (13)"Construction and/or demolition waste" means any waste generated as the result of construction or demolition work, including, without limitation, discarded packaging or containers and waste construction materials, whether brought on-site for fabrication or used in construction or resulting from demolition, excluding liquid waste and hazardous waste. (14)"Container" means any bin, box, cart, compactor, drop box, roll-off box, or receptacle, used for the storage of solid waste, recyclable materials, compostable materials or other materials designated by the City for collection by the collector. (15)"Director" means the person referred to in Section 2.08.190 of the Municipal Code, or the director's designee. (16)"Disposal or processing facility" means a landfill facility, a recycling facility, a composting facility or a solid waste transfer or processing station. (17)"EPA" means the federal Environmental Protection Agency or successor agency. (18)"Food service establishment" means any establishment, located or providing food within Palo Alto, which provides prepared and ready-to-consume food or beverages, for public Attachment A Not Yet Approved 2019052201 3 consumption, including, but not limited to, any retail service establishment, eating and drinking service (as defined in Chapter 18.23), takeout service (as defined in Chapter 18.23), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to-consume food or beverages, for public consumption. (19)"Hazardous waste" means waste defined as hazardous by Public Resources Code section 40141, as it now exists or may be amended, namely, a waste or combination of wastes, which due to its quantity, concentration, or physical, chemical or infectious characteristics, may do either of the following: (i) cause or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness; (ii) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported, or disposed of, or otherwise managed. "Hazardous waste" includes extremely hazardous waste and acutely hazardous waste, and any other waste as may hereafter from time to time be designated as hazardous by the EPA or other agency of the United States Government, or by the California Legislature or any agency of the State of California empowered by law to classify or designate waste as hazardous, extremely hazardous or acutely hazardous. (20)"Home composting" means the controlled decomposition of organic material, including, without limitation, yard trimmings and kitchen scraps, into humus by any person owning or occupying any place or premises in Palo Alto. (21)"Manure" means the waste droppings of any animal. (22)"Multifamily property" means any residential premise with threefive or more attached units with shared service. (23)"Organic wastes" means "compostable materials." (24)"Person" means any individual, or entity referred to in Section 1.04.050(5) of the Municipal Code and including any general partnership, limited partnership, limited liability partnership, or limited liability company. (25)"Place or premises" means every residential premises and commercial premises, including any structure, apparatus, or portion thereof occupied or operated by any person and situated on an integral parcel of land undivided by a public street, highway, or railway. (26)"Public solid waste or recycling receptacles" means any container for the collection of solid waste, recyclable materials or compostable materials that are both located on public property and intended for use by the general public. (27)"Recyclable materials" means materials designated by the City as suitable for collection and transport to a material recovery facility for processing into a recycled content product, including, without limitation, newspaper, paper, cans, corrugated cardboard, glass and certain types of plastic, and metals. Attachment A Not Yet Approved 2019052201 4 (28)"Recycling" means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace. This term does not include transformation as that term is defined in Public Resources Code section 40180. (29)"Refuse" means and includes compostable materials, recyclable materials and solid waste. (30) “Refuse Room” means a room(s) located inside a building in which refuse containers are maintained and refuse is collected. Refuse rooms are typically located at the end of a hallway or on the ground level, but may be in other locations. (310)"Refuse service" means the weekly or other periodic collection, processing and disposal of materials properly deposited in the collector-provided containers for solid waste, as well as weekly collection and processing of recyclable materials and weekly collection and processing of compostable materials. (321)"Residential householder" means any person owning or occupying residential premises in Palo Alto. (332)"Residential premises" means any residential dwelling unit in Palo Alto, including, without limitation, a multiple unit residential complex, such as a rental housing project, condominium, apartment house, mixed condominium and rental housing, and a mobile home park, except any multiple dwelling which, with the prior written approval of the Director, receives commercial bin service. (343)"Salvage" means the controlled removal of construction or demolition debris/material from a permitted building, construction, or demolition site for the purpose of recycling, reuse, or storage for later recycling or reuse. Examples include air conditioning and heating systems, columns, balustrades, fountains, gazebos, molding, mantels, pavers, planters, quoins, stair treads, trim, wall caps, bath tubs, bricks, cabinetry, carpet, doors, ceiling fans, lighting fixtures, electrical panel boxes, fencing, fireplaces, flooring materials of wood, marble, stone or tile, furnaces, plate glass, wall mirrors, door knobs, door brackets, door hinges, marble, iron work, metal balconies, structural steel, plumbing fixtures, refrigerators, rock, roofing materials, siding materials, sinks, stairs, stone, stoves, toilets, windows, wood fencing, lumber and plywood. (354)"Solid waste" means solid and semisolid wastes, generated in or upon, related to the occupancy of, remaining in or emanating from residential premises or commercial premises, including garbage, trash, rubbish, ashes, industrial wastes, manure, animal carcasses, solid or semisolid wastes, and other solid and semisolid wastes. "Solid waste" shall not include liquid wastes or sewage, abandoned vehicles, hazardous waste, recyclable materials or compostable materials. (365)"Solid waste enterprise" shall mean any person regularly engaged in the business of providing solid waste, recyclable materials or compostable materials handling services. Attachment A Not Yet Approved 2019052201 5 (376)"Source separated single recyclable materials" means recyclable materials that are separated from other recyclable materials or solid waste and placed in separate containers according to type or category of materials and directly marketed as a single commodity. (387)"Yard trimmings" means plant trimmings generated from the maintenance or alteration of public, commercial premises or residential premises landscapes, including, without limitation, grass cuttings, yard clippings, leaves, tree trimmings, pruning, brush and weeds, excepting those materials which are prohibited under written rules and regulations promulgated by the Director. SECTION 2. Section 5.20.020 (Declaration of Policy) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.020 Declaration of policy. (a)The accumulation, collection, removal and disposal of refuse must be controlled by the City for the protection of the public health, safety and welfare. The Council finds that to give practical effect to this policy a comprehensive system for the periodic collection, removal and disposal of refuse from all places or premises is essential and benefits all occupants of places or premises. All occupants of places or premises shall be liable for refuse collection charges established by the Council for the collection, removal and disposal of refuse. (b)The City complies with the applicable provisions of the California Integrated Waste Management Act, as amended, codified in the Public Resources Code section 40000 et seq. The law requires that, by and after January 1, 2000, fifty percent (50%) of the solid waste generated must be diverted through some source reduction, recycling, and composting activities. (c)The City also complies with the 75 percent recycling goal included as part of AB 341 Mandatory Commercial Recycling Law, adopted on October 6, 2011, which includes modifications to the Public Resources Code. (d)In addition, the City complies with AB 1826, which amended the law in 2014, imposesthe organic waste recycling requirements under AB 1826, with a mandate that will beginwhich became effective on April 1, 2016. (e)In 2016, SB 1383 established methane emissions reduction targets to reduce statewide emissions of short-lived climate pollutants including, establishing a 50 percent reduction of disposed organic waste from 2014 levels by 2020 and a 75 percent reduction by 2025; and the target to reduce 20 percent of disposed edible food by 2025. Further, inAlso in 2016, the Ccity established sustainability and climate action goals of an 80 percent% reduction in greenhouse gases and 95 percent% diversion of materials from landfills by 2030. (fe) The City may adopt, implement, and enforce requirements, rules and regulations for local compostable materials and local recyclable materials that are more stringent or comprehensive than California law. Attachment A Not Yet Approved 2019052201 6 SECTION 3. Section 5.20.030 (Discarding of Refuse) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows 5.20.030 Discarding of refuse. (a)No person shall throw, drop, leave, place, keep, accumulate, or otherwise dispose of any refuse upon private property either with or without the intent to later remove the same from that place or premises, or upon any street, public right-of-way, sidewalk, gutter, stream, or creek, or the banks thereof, or any public place or public property. (b)All persons shall separate their refuse according to its characterization as solid waste, compostable materials, or recyclable materials, and place each type of refuse in a separate container designated for disposal of that type of refuse. No person may mix any type of refuse, or deposit refuse of one type in a collection container designated for refuse of another type, except as otherwise provided in this Chapter. This does not prohibit the placement of refuse in public solid waste or recycling receptacles, or in containers for collection in accordance with the provisions of this Chapter. This section does not prohibit any person from engaging in home composting. Administrative citations or any other enforcement actions will not apply to this paragraph for a person occupying a residential premise. (c)Effective July 1, 2020, any person occupying a commercial premises, not including multiple dwellings, who uses bags to collect and discard refuse, whether placed for collection inside or outside a container, shall ensure that the refuse contents of the bags are clearly visible. When bags are used, garbage shall be collected in clear plastic bags and recyclable materials shall be collected in blue-tinted plastic bags. (d)Effective July 1, 2020, all persons who use bags to collect compostable materials, whether placed for collection inside or outside a container, shall use green-tinted compostable bags such that the contents are clearly visible. SECTION 4. Section 5.20.090 (Collection and Ownership of Recyclable Materials) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.090 Collection and ownership of recyclable materials. (a)All persons owning or occupying any place or premises where recyclable materials are created, produced or accumulated shall subscribe and pay for this type of refuse services and shall subscribe and pay for a number of containers sufficient to hold all recyclable materials created, produced or accumulated at the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. (b)Recyclable materials placed for curbside collection in or outside of a container shall become the property of the collector at the time of placement at the curb or other designated location for collection in or outside of the container. The collector shall have the exclusive right Attachment A Not Yet Approved 2019052201 7 to collect the recyclable materials, unless the collection agreement specifies a different arrangement. (c)The disposal of solid waste and compostable materials in containers designated for the collection of recyclable materials is prohibited. Recyclable materials that are placed in a recyclable materials container for collection by the collector must be free of solid waste and compostable materials. (d) Cardboard boxes shall be broken down flat before being placed into recyclables containers to allow for adequate space to contain the recyclable materials. SECTION 5. Section 5.20.100 (Collection and Ownership of Compostable Materials) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.100 Collection and ownership of compostable materials. (a)All persons owning or occupying any place or premises where compostable materials are created, produced or accumulated shall subscribe and pay for this type of refuse services and shall subscribe and pay for a number of containers sufficient to hold all compostable materials created, produced or accumulated at the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. (b)Compostable materials placed for curbside collection in a container shall become the property of the collector at the time of placement at the curb or other designated location for collection of the container. (c)On or after April 1, 2016, all commercial premises at which 8 cubic yards or more of solid waste refuse service is subscribed per week, multifamily properties, and food service establishments shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the places or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this chapter. (d)On or after January 1, 2017, all commercial premises where 2 cubic yards or more of solid waste refuse service is subscribed per week, shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this chapter. (ce) On or after January 1, 2018, Aall commercial premises at which solid waste refuse service is subscribed, shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. Attachment A Not Yet Approved 2019052201 8 (df) The City may direct the collector to audit individual solid waste streams generated at commercial premises to determine the owner, occupant or tenant's compliance with this section. SECTION 6. Section 5.20.105 (Contamination of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.105 Contamination of containers. (a)No person subscribing to refuse service shall dispose or permit the disposal of solid waste in a container designated for the collection of recyclable materials or compostable materials. The person shall remove any solid waste deposited in the recyclable materials and compostable materials containers before the collection of the recyclable materials and compostable containers occurring that week. (1)The collector will notify any person who occupies commercial premises whenever the City or the collector determines the recyclable materials or compostable materials container of that person is contaminated with solid waste and the waste must be removed. After the person removes the solid waste from the recyclable materials and compostable materials container, the collector will return to the commercial premises to service the container or containers and the person occupying the commercial premises will be charged a "return trip" fee specified in the refuse rate schedules. (2)If the person occupying the commercial premises does not remove the waste from the recyclable materials and compostable materials containers by the scheduled pick-up date, the containers will be serviced at the next business day and the person occupying the commercial premises will be charged both an "extra solid waste pick-up" fee and a "return trip" fee in addition to the refuse charges that apply to the level of service subscribed by the person occupying the commercial premises. The extra solid waste pick-up fee shall be determined according to the size of the contaminated recyclable materials or compostable materials container and the established rates approved by the City. (3)The fees outlined in Section 5.20.105 (a)(1) - (2) will also apply if a person occupying a commercial premises places recyclable materials in containers designated for compostable materials or compostable materials in containers designated for recyclable materials. (4)On or after July 1, 2021, iIf a person occupying a commercial premises places recyclable materials and/or compostable materials in containers designated for solid waste, the person will be subject to a "contamination" fee. (5)A person occupying residential premises will not be subject to a "return trip" fee, an "extra solid waste pick-up" fee, a "contamination" fee, an administrative citation or any other enforcement action. A multifamily property will not be subject to a "return Attachment A Not Yet Approved 2019052201 9 trip" fee or an "extra solid waste pick-up" fee if owners or managers of the multifamily property can demonstrate compliance with Section 5.20.108 to the satisfaction of the Director. (b)No person shall dispose of commercial grease or cooking oil in a compostable materials container. SECTION 7. Section 5.20.109 (Requirements for Special Events) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.109 Requirements for special events. (a)The promoter or coordinator of a special event held in Palo Alto must provide a level of refuse service sufficient to contain the refuse generated at the special event. (b)The promoter or coordinator shall provide containers at appropriate locations at the special event to facilitate the source separation of solid waste, compostable materials, and recyclable materials by event employees, vendors, and attendees. (c)The three types of containers shall: (1)Be appropriate in number and size with respect to the quantity of solid waste, compostable materials, and recyclable materials anticipated to be generated at the property or premises; (2)Bear appropriate signage and be color-coded – blue containers for recyclable materials, green containers for compostable materials, and black containers for solid waste – to identify the type of refuse to be contained and meet any additional design criteria established by the City; and (3)Be placed together as a waste station to provide equally convenient access to users. (d)If the promoter or coordinator determines that vendor booths at the special event will require refuse containers, the vendors shall receive from the promoter or coordinator a set of refuse containers that bear appropriate signage and are color-coded to identify the type of waste to be contained. (e)The use of public solid waste, recycling or composting receptacles at special events is prohibited. The promoter or coordinator shall remove or cover all public solid waste, recycling or composting receptacles to prevent their use during the special event. If covers for receptacles are utilized, the promoter or coordinator shall return them to the City after the special event. Attachment A Not Yet Approved 2019052201 10 SECTION 8. Section 5.20.110 (Exclusions) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.110 Exclusions. (a)Residential Householder Exclusion. No provision of this Chapter shall prevent a residential householder from collecting and disposing of occasional loads of solid waste generated at the residential premise, composting at home, or selling, donating or disposing of recyclable or compostable materials generated at the residential premise. The containers provided by the collector may not be used for activities authorized by this paragraph. Notwithstanding the foregoing, no residential householder shall employ or engage any solid waste enterprise, other than the collector to haul or transport solid waste, recyclable materials, or compostable materials to a disposal or processing facility. No residential householder may collect or dispose of solid waste generated at a location that is not the residential premise. (b)Gardener's Exclusion. No provision of this Chapter shall bar a gardener, tree trimmer or other person engaged in a similar trade from collecting and disposing of yard trimmings not containing other solid waste whenever the collection and disposal are incidental to providing the gardening, tree trimming or similar services. (c)Commercial Source Separated Recyclable Materials and Compostable Materials. (1)Commercial business owners shall retain the right to donate or sell recyclable materials and compostable materials, or to pay fees for services to solid waste enterprises other than the collector for the collection of particular recyclable materials and compostable materials, so long as all recyclable materials and compostable materials collected are source separated single recyclable materials and compostable materials. Recyclable materials and compostable materials collected pursuant to this paragraph (c) shall be transported to a recyclable materials and compostable materials facility achieving a diversion rate of 90 percent and where not more than 10 percent of the materials are disposed of in a landfill. (2)Commercial business owners shall demonstrate compliance with the provisions of this paragraph (c) at the request of the Director. (3)The City may require any recycler, junk dealer or other enterprise engaged in the business of buying and marketing recyclable materials and compostable materials to provide the City with information pertaining to the collection and the amount of recyclable materials and compostable materials collected from within Palo Alto's territorial limits. (d)Collection of Source Separated Single Recyclable Materials. No provision of this Chapter shall prevent a recycler, junk dealer or other enterprise engaged in the business of buying and marketing source separated single recyclable materials in the stream of commerce and which buys such materials for marketing and not for disposition in a landfill or transfer Attachment A Not Yet Approved 2019052201 11 station (as defined in Public Resources Code Section 40200), from buying recyclable materials for monetary or other valuable consideration. A recycler, junk dealer or enterprise which buys recyclable materials shall not be prohibited from removing and transporting those materials to a destination for marketing in the stream of commerce. (e)Renovation, Rebuilding, Repairs. No provision of this Chapter shall prevent a commercial business owner from arranging for any worn, spent, or defective equipment, or part thereof, used in the commercial business and requiring renovation, rebuilding, recharging, regeneration or repair, to be picked up, renovated, rebuilt, recharged, regenerated or otherwise restored and repaired and returned to that commercial business owner. Any person engaged in the business of renovating, rebuilding, recharging, regenerating, or otherwise restoring or repairing the equipment or part thereof, is not prohibited from transporting the same from or returning it to the commercial business, or from removing, transporting or disposing of the equipment, or part thereof, replaced in connection with an equipment repair or service contract. (f)Contractors' Exclusions. In addition to the authority granted by paragraph (c) of this Section 5.20.110, no provision of this Chapter shall prevent a licensed contractor under contract for the deconstruction, demolition or reconstruction of a building, structure, pavement, or concrete installation from marketing any saleable or donation items salvaged from the deconstruction, demolition or reconstruction, or from causing the salvageable items or construction or demolition waste to be removed and transported from the place or premises at which such waste is generated, pursuant to the provisions of the demolition or construction contract, subject to the following: (1)The collection, removal and disposal activity shall be performed only by the licensed contractor under contract for the construction, deconstruction or demolition work that generated the salvageable items or by regularly employed personnel carried on the licensed contractor's payroll records as an employee. (2)All vehicles used to facilitate the collection, removal and disposal activities shall be owned by or under the exclusive control of the licensed contractor and shall meet all of the requirements of this Chapter and all other laws, statutes, rules, regulations and ordinances of the state of California and the City. All vehicles shall be subject to inspection by and the approval of the Director from time to time. (3)The placement and use of a container, other than a container provided by the collector, shall be prohibited, whether placed on the ground, on a vehicle, or any other place. (g) Reinforced Concrete Exclusion. In addition to the authority granted by paragraph (f) of this Section 5.20.110, nothing in this Chapter shall prevent a commercial/industrial business owner, residential householder, or licensed contractor from using a solid waste enterprise other than the collector to dispose of reinforced concrete. Attachment A Not Yet Approved 2019052201 12 (h)Document Destruction Service. No provision of this Chapter shall prevent any person engaged in the business of destroying or disposing of secret, confidential or sensitive documents from transporting or disposing of those documents, provided the transport and disposal of the documents are incidental to the document destruction or disposal service. (i)Self-Haul Exclusion. In addition to the authority granted by paragraph (a) of this Section 5.20.110, nothing in this Chapter shall prevent a commercial business owner or residential householder from, on a regular basis, collecting, transporting and disposing of solid waste generated at the place or premise, in lieu of availing themselves of the services of the collector. No residential householder or commercial business owner shall employ or engage any solid waste enterprise, other than the collector, to haul or transport the solid waste to a disposal or processing facility. Any residential householder or commercial business owner who pursuant to this paragraph (ih) seeks to on a regular basis collect, transport and dispose of solid waste generated at the place or premise, shall first obtain approval of the Director, and must comply with any written rules and regulations established by the Directorthe procedures applicable to self-hauling that are adopted by resolution. (j)General Requirement. In all cases where the right to an exclusion pursuant to this Section 5.20.110 is exercised, disposal shall be made at a disposal or processing facility that meets all applicable regulatory requirements. Any disposal by a person exempted under this section shall not be relieved of any obligation or liability imposed by this Chapter or any other ordinance, resolution, rule or regulation for the payment of the minimum solid waste and recyclable materials disposal rates imposed pursuant to this Chapter or any other applicable rates or fees. Notwithstanding the foregoing, any person with a valid self-haul permit obtained pursuant to paragraph (h), and who does not use the solid waste collection services offered by the collector, shall be exempt from the payment of the solid waste collection rates imposed for use of the services provided by the collector. (k)Backhauling Compostable Materials. A commercial business may opt out of the compostable materials service levels required by this Chapter, provided that business verifies to the satisfaction of the Director that all compostable materials generated on-site will be transported to a central facility to be later composted or otherwise recycled at a 90 percent rate and not placed in a landfill. (l)Space Limitations for Existing Structures. The Director may grant a written exemption for any existing commercial business structure that lacks sufficient storage space for compostable materials or recyclable materials from all or portions of this section in accordance with the written rules and regulations established by the Director. The Director, in cases where space constraints are determined to exist, shall also evaluate the feasibility of shared container usage by contiguous businesses or multifamily property structures. (m)De Minimus Exception. The Director may waive any of the requirements of this section if documentation satisfactory to the Director, based upon rules and regulations, is provided to establish that the materials in any type of container, on an on-going basis is incidental to any other materials originating from that collection location. Attachment A Not Yet Approved 2019052201 13 SECTION 9. Section 5.20.120 (Refuse Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.120 Refuse containers. (a)All types of refuse containers shall be kept in a sanitary condition with the lids closed except whenever they are being loaded or unloaded. (b)Refuse containers suitable for residential places or premises shall be provided by the collector or the City. Any container shall be of a size based upon the subscription service level requested by the person responsible for the payment of charges therefor or as may be required by this Chapter. Any container shall not be loaded with more than the quantity of materials that either can fit in the container with its lid closed or is in excess of the weight limit marked on the container, when the lid is closed. All containers for use at commercial premises shall be provided by or approved by the collector, except for industry-approved grease or cooking oil tallow containers that shall be provided by a designated tallow hauler. (c)Refuse containers shall be collected by the collector whenever the containers are placed in a refuse solid waste enclosure or at the authorized collection area. Collection may be made at another location upon approval of the Director, based upon the subscription service level requested. (d)All commercial property owners and commercial business owners shall provide access to the City or the collector for the inspection of internal and external refuse containers and enclosures. The Director shall be authorized to conduct inspections of commercial premises, as permitted by law, to ensure compliance with this Chapter, including this Section. (e)Commercial property owners and commercial business owners shall ensure that all refuse containers and refuse enclosures are accessible and easily serviceable by the collector. Service vehicles shall have a safe and clear passage and access to refuse enclosures to provide for the efficient service to customers. SECTION 10. Section 5.20.130 (Maintenance and Placement of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.130 Maintenance and placement of containers. (a) The commercial business owners and residential householder shall maintain their containers at their places and premises and the areas where the containers are located in good, usable, clean and sanitary condition, and shall ensure that the lids on the container are kept closed and shall ensure that there is no litter underneath or surrounding the containers. No refuse shall be placed outside of the container. Containers shall be maintained by the commercial business owners and residential householders in a manner that will prevent leakage, spillage and the emission of odors. Commercial premises sharing receptacles placed outside of retail areas, must also share equally in the responsibility of emptying the receptacles Attachment A Not Yet Approved 2019052201 14 so that they do not overflow and maintaining the area around the receptacles so that it is free of loose litter. (b)The location or placement of containers at any place or premise shall be subject to the approval of the Director. Every commercial business owner shall provide a location at the commercial premises for the containers they use. (c)Any collection agreement may provide for the rental of containers approved by the collector to customers. The collector shall be responsible for maintenance of the rental containers by keeping the containers in good and sanitary condition (ordinary wear and tear excepted) and shall repaint the containers at a frequency as determined by the Director. The collector and the renter shall determine and agree upon the placement of the containers to minimize traffic, aesthetics and other potential effects that may be associated with their placement. (d)Where a container is not rented from the collector but is rented from another solid waste enterprise and approved by the City, the renter shall ensure that the container meets the standards of quality and maintenance applicable to the containers supplied by the collector. The renter shall procure the written standards or rules and regulations of the collector prior to renting from another solid waste enterprise. (e)Any containers of a one cubic yard or greater size shall be identified with the name and telephone number of the collector or other solid waste enterprise servicing the container. The container shall be identified by the type of materials that can be deposited in the container. (f)Containers shall remain on private property and not in the public right-of-way except as necessary to accommodate scheduled collection. Containers are permitted in the public right-of-way only during the day preceding the day of scheduled collection and terminating the day following such collection. SECTION 11. 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 12. 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. // // // Attachment A Not Yet Approved 2019052201 15 SECTION 13. 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: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Public Works City of Palo Alto (ID # 10313) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Utilities Connection and Miscellaneous Rate Changes Title: PUBLIC HEARING: Adoption of Resolution Amending Utilities Rate Schedules E-15 (Electric Service Connections), W-5 (Water Service Connections), G-5 (Gas Service Connections), S-5 (Sewer Service Connections) and C-1 (Utility Miscellaneous Charges) From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council adopt the attached resolution (Attachment A) amending five Utilities rate schedules which set forth charges for utility connection and capacity charges and service calls: rate schedule E-15 (Electric Service Connection Charges), W-5 (Water Service Connection Charges), G-5 (Gas Service Connection Charges), S-5 (Wastewater Service Connection Charges), and C-1 (Utility Miscellaneous Charges), effective September 1, 2019. Background The Utilities Department provides service connections to meet customers’ requests for new gas, water, wastewater and electric services. Service connection charges and service call charges are designed to recover costs that the Utilities Department incurs to provide installation, connection, inspection and engineering of new service connections, including labor, equipment and other associated charges. Service connection charges also cover all charges related to the installation, relocation or abandonment of gas, water and wastewater services, which include Utility plan review charges, meter and hydrant installations and other service installation and inspection costs. Capacity charges for the water and wastewater utilities were developed to recover the proportionate cost of system improvements required to serve new customers and increased loads of existing customers. The capacity charges are one-time fees calculated as an equity (buy-in) charge for adding new loads and help pay for improving the water distribution and wastewater collection systems to meet current and future demand. Costs are recovered via a single charge based on normal conditions or an estimated charge based on unusual, non-standard field conditions. Most service connection costs are recovered City of Palo Alto Page 2 via a single charge, such as rate schedule E-15’s electric service connection charge for common residential and commercial electric projects like service panel changes. These typically only require connection of the service wires on the property, without off-site work on the distribution system. Staff prepares the appropriate charge amounts based on the typical engineering and construction labor costs, and material requirements for a particular type of project. Projects that do not qualify for a single charge are larger projects that may require modifications to the electric distribution system and therefore more analysis of design and construction requirements. These projects require a detailed cost estimate, prepared by staff, of the work performed by Utilities to provide electric service. Non-standard field conditions and the associated costs associated with them are determined by the Utilities Engineering Manager. Staff determines connection charges based on the costs of labor, materials, equipment, overhead system requirements, street paving needs, meter costs (where applicable), and landfill dump charges. Staff’s recent internal cost-of-service study of connection and service-related costs indicates that current charges do not fully recover the Utilities Department’s direct and indirect costs; therefore, increases are necessary. Staff last performed a cost-of-service study of Water- Gas- Wastewater (WGW) connection fees in 2015 (Staff Report #5494), and of Electric connection fees in 2016 (Staff Report #6977) Discussion The proposed connection and service call charges reflect changes in labor rates, material costs, and time required to complete the work. Installation time varies depending on the location of the main where the connection is made. A short installation is when the property is on the same side of the street where the main is located and a long installation is when the main is located on the other side of the street or the long side of the street incurring more work crossing the street and underground facilities. The proposed WGW connection charges include revised installation time based on the average of these service lengths. New items and services were also added to the rate schedule to cover additional scenarios, new standards and changing conditions. A few services which are not common or have not been requested in the past several years will be removed from the rate schedule. If these instances arise, staff will prepare customized engineering estimates for non-standard projects to determine the appropriate charges for special requirements as needed. Staff also reviewed and updated each rate schedule making edits for clarity. Rate Schedule E-15 (Electric Service Connection Charges) - (Table 1 and Attachment B) Staff develops estimates of labor hours and material requirements to perform the work to connect the simpler types of service connections, i.e. projects which do not require a full estimate. These labor and material estimates are the basis of the connection charges paid by customers for new or upgraded electric service connections to recover the cost of making the electrical connections. Electric service connection charges increased an average of 23%. The proposed increases in electric service connection charges are due to the cost recovery gap City of Palo Alto Page 3 noted earlier, as well as an increase in labor rates based on annual cost of living adjustments and market based adjustments for critical positions, and rising material costs since 2016. Table 1 – Summary of Proposed Changes to Electric Service Standard Connection Charges (Attachment B – Utility Rate Schedule E-15) ELECTRIC SERVICE STANDARD CONNECTION CHARGES - UTILITY RATE SCHEDULE E-15 CURRENT PROPOSED WORK CONNECTION CONNECTION PERCENT DESCRIPTION CHARGES CHARGES INCREASE TEMPORARY POWER OVERHEAD $970 $1,190 23% TEMPORARY POWER UNDERGROUND $970 $1,190 23% OVERHEAD RESIDENTIAL 200 AMP $840 $1,040 24% OVERHEAD RESIDENTIAL MIDSPAN SERVICE $1,930 $2,370 23% OVERHEAD MULTI-FAMILY COMMERCIAL <200AMP $1,180 $1,440 22% UNDERGROUND RESIDENTIAL 200 AMP $850 $1,040 22% UNDERGROUND RESIDENTIAL 200 AMP - REAR $1,900 $2,330 23% OVERHEAD MULTI-FAMILY COMMERCIAL < 200 AMP $1,160 $1,420 22% INTERCONNECTION CHG <= 10Kw $123 $152 24% INTERCONN ADV ENG FEE > THAN 10kW AND < THAN 100kW $675 $840 24% INTERCONN ADV ENG FEE > = 100kW AND < THAN 500kW $4,500 $5,550 23% INTERCONN ADV ENG CHG >= 500kW $8,500 $10,700 26% Rate Schedule G-5 (Gas Service Connection Charges) - (Table 2 and Attachment C) The proposed increases in gas connection charges are due to a combination of factors including higher labor rates, additional meter costs, and an increase in work time to reflect the actual time required to complete each job. The proposed gas service connection and meter installation charges increased on average of 35% and 15% respectively. The increase is due to the cost recovery gap noted earlier, as well as increased labor rates, installation time, and material costs (i.e. concrete, pipe fittings, metal) since 2015. Table 2 – Summary of Proposed Changes to Gas Service Standard Connection Charges (Attachment C – Utility Rate Schedule G-5) GAS SER+B46:J91VICE STANDARD CONNECTION FEES - UTILITY RATE SCHEDULE G-5 CURRENT PROPOSED WORK DESCRIPTION CONNECTION CONNECTION PERCENT CHARGES CHARGES INCREASE NEW SFR OR RES REMODEL $848.00 $924.00 9% NEW SUBDIVISION EACH SFR GAS ONLY $348.00 $379.00 9% NEW COMMERCIAL BLDG OR COMM REMODEL WATER, GAS, SEWER $2,316.00 $2,557.00 10% SYSTEM EXTENSION 2" PE GAS MAIN $12.00 $13.00 8% City of Palo Alto Page 4 GAS 2" SYSTEM EXTENSION $173.00 $205.00 18% NEW SERVICE 1" CONNECTION $4,343.00 $5,892.00 36% NEW SERVICE 2"CONNECTION $5,250.00 $6,999.00 33% ADDITIONAL PIPE INSTALLATION FOR NEW 1" OR 2" SERVICE $49.00 $52.00 6% 2" PE PIPE INSTALLATION IN CONTRACTOR PROVIDED TRENCH $60.00 $68.00 13% NEW SERVICE 1" OR 2" CONNECTION $5,976.00 $7,126.00 19% PE PIPE RISER RELOCATION $1,422.00 $1,920.00 35% CURB RISER RELOCATION ON EXIST. 1" PE PIPE $796.00 $1,026.00 29% CURB RISER RELOCATION ON SAME ALIGNMENT 1/2" - 1" $1,274.00 $1,539.00 21% CURB RISER RELOCATION NEW SERVICE AND ALIGNMENT 1/2" - 1" $2,038.00 $2,946.00 45% 1" - 2" TAP MAIN FOR CONTRACTOR INSTALLED SERVICE $1,603.00 $1,799.00 12% 4" - 6" TAP MAIN FOR CONTRACTOR INSTALLED SERVICE $2,212.00 $2,505.00 13% ADDITIONAL METER UP TO 630 CFH WITH NEW SERVICE CONNECTION $529.00 $578.00 9% ADDITIONAL METER UP TO 630 CFH ON EXISTING SERVICE CONNECTION $1,193.00 $1,412.00 18% 250 CFH METER CHARGE INSTALLATION $850.00 $1,012.00 19% 400 CFH METER CHARGE INSTALLATION $961.00 $1,191.00 24% 630 CFH METER CHARGE INSTALLATION $1,329.00 $1,602.00 21% 800 CFH METER CHARGE INSTALLATION NEW $1,772.00 NEW 1000 CFH METER CHARGE INSTALLATION $1,886.00 $2,213.00 17% 250 CFH METER CHARGE CURB INSTALLATION $1,805.00 $2,124.00 18% 400 CFH METER CHARGE CURB INSTALLATION $2,023.00 $2,331.00 15% 630 CFH METER CHARGE CURB INSTALLATION $2,285.00 $2,657.00 16% 1500 CFH METER CHARGE INSTALLATION $2,487.00 $2,894.00 16% 2000 CFH METER CHARGE INSTALLATION $3,417.00 $3,924.00 15% 3000 CFH METER CHARGE INSTALLATION $3,431.00 $3,966.00 16% 5000 CFH METER CHARGE INSTALLATION $3,837.00 $4,469.00 16% 7000 CFH METER CHARGE INSTALLATION $4,418.00 $5,174.00 17% 11,000 CFH METER CHARGE INSTALLATION $11,405.00 $12,639.00 11% 16,000 CFH METER CHARGE INSTALLATION $12,472.00 $13,980.00 12% 23,000 CFH METER CHARGE INSTALLATION $14,760.00 $16,628.00 13% ELECTRONIC VOLUME CORRECTOR SYSTEM $5,808.00 $5,808.00 0% ERT INSTALLATION ON METERS UP TO 1000 CFH $155.00 $205.00 32% ERT INSTALLATION ON METERS OVER 1500 CFH $208.00 $269.00 29% 3/4" VENT LINE INSTALLATION $305.00 $385.00 26% 2" BOLLARD INSTALLATION $339.00 $394.00 16% 4" BOLLARD INSTALLATION $494.00 $564.00 14% EFV INSTALLATION ON 1" - 2" PE SERVICE NEW $2,740.00 NEW Rate Schedule W-5 (Water Service Connection Charges) - (Table 3 and Attachment D). The proposed increases in water service charges are due to a combination of factors including the cost recovery gap noted earlier, as well as higher labor rates, additional meter costs, and an increase in work time to reflect the actual time required to complete each job. The proposed water service connection and meter installation charges increase on average of 39% and 15% respectively. The proposed engineering review, inspection and tapping of water main for contractor installed services increases 17% to 19%. The City installs water meters to match the customer’s demand as stated on the Customer Utility application and load sheet. Total annual water capacity charges are expected to decrease City of Palo Alto Page 5 on average of (-$83,088 or -29%) due to Utilities’ decision to discontinue installing new E-Series ultrasonic water meters. Going forward, Utilities will use positive displacement disc water meters which have reduced (continuous) capacity. The proposed capacity charges are calculated using the disc meter capacity specified by the meter manufacturer and the corresponding fixture unit count specified by the Uniform Plumbing Code. Since the number of fixture units for 1-1/2” meter is the same for ultrasonic and positive displacements, there is no change in capacity charge. Fire capacity charges have been reduced due the reduced internal diameter (and capacity) of PE pipe from other material piping previously used. Customers who want a large 4-inch or 6-inch compound meter will need to meet the proposed minimum number of fixture units on the application/load sheet or pay the capacity charge based on this minimum number of fixture units, with additional fixture units beyond the minimum number to be calculated at $125.00 per fixture unit. City of Palo Alto Page 6 Table 3 – Summary of Proposed Changes to Water Service Standard Connection Charges (Attachment D – Utility Rate Schedule W-5) WATER SERVICE STANDARD CONNECTION CHARGES - UTILITY RATE SCHEDULE W-5 CURRENT PROPOSED WORK CONNECTION CONNECTION PERCENT DESCRIPTION CHARGES CHARGES CHANGE NEW SUBDIVISION EACH SFR WATER ONLY $348.00 $378.00 9% NEW COMMERCIAL BLDG OR COMM REMODEL WATER, GAS, SEWER $3,072.00 $3,369.00 10% SYSTEM EXTENSION 8" HDPE WATER MAIN $12.00 $13.00 8% SYSTEM EXTENSION 8" HDPE WATER MAIN $206.00 $252.00 22% NEW SERVICE 2" CONNECTION $4,863.00 $7,671.00 58% NEW SERVICE 4" CONNECTION $7,156.00 $9,932.00 39% NEW SERVICE 6" CONNECTION $8,137.00 $11,274.00 39% NEW SERVICE 8" CONNECTION $9,469.00 $13,170.00 39% NEW SERVICE 10" CONNECTION $10,625.00 $14,669.00 38% INSTALL FIRE HYDRANT ONLY $2,552.00 $3,542.00 39% INSTALL 6" FIRE HYDRANT & LATERAL $12,840.00 $15,285.00 19% FIRE HYDRANT RELOCATION $6,841.00 $8,585.00 25% ADD NEW SERVICE 2" CONNECTING TO A LARGER SERVICE $3,122.00 $3,523.00 13% ADD NEW SERVICE 4" CONNECTING TO A LARGER SERVICE $4,449.00 $4,663.00 5% ADD NEW SERVICE 6" CONNECTING TO A LARGER SERVICE $4,842.00 $6,462.00 33% TAP WATER MAIN FOR 2" SERVICE $1,649.00 $1,929.00 17% TAP WATER MAIN FOR 4" SERVICE $2,162.00 $2,539.00 17% TAP WATER MAIN FOR 6" SERVICE $3,288.00 $3,852.00 17% TAP WATER MAIN FOR 8" SERVICE $4,498.00 $5,244.00 17% ADDITIONAL METER ON NEW CONNECTION 5/8" - 2" $1,264.00 $1,381.00 9% ADDITIONAL METER ON EXISTING CONNECTION 5/8" - 2" $1,866.00 $2,117.00 13% 5/8" x 3/4" METER CHARGE INSTALLATION $698.00 $795.00 14% 1" METER CHARGE INSTALLATION $862.00 $1,002.00 16% 1-1/2" METER CHARGE INSTALLATION $1,444.00 $1,593.00 10% 2" METER CHARGE INSTALLATION $1,635.00 $1,945.00 19% 4" METER CHARGE INSTALLATION $5,740.00 $6,561.00 14% 6" METER CHARGE INSTALLATION $8,051.00 $9,324.00 16% 5/8" x 3/4" METER DOMESTIC CAPACITY CHARGE $5,000.00 $3,750.00 -25% 1" METER DOMESTIC CAPACITY CHARGE $9,400.00 $6,250.00 -34% 1-1/2" METER DOMESTIC CAPACITY CHARGE $18,850.00 $18,850.00 0% 2" METER DOMESTIC CAPACITY CHARGE $56,250.00 $31,250.00 -44% 4" OR LARGER METER DOMESTIC CAPACITY CHARGE $125/FU $125/FU 0% 2" METER FIRE SERVICE CAPACITY CHARGE $750.00 $750.00 0% 4" METER FIRE SERVICE CAPACITY CHARGE $9,000.00 $8,425.00 -6% 6" METER FIRE SERVICE CAPACITY CHARGE $22,530.00 $18,250.00 -19% 8" METER FIRE SERVICE CAPACITY CHARGE $43,080.00 $30,950.00 -28% 10" METER FIRE SERVICE CAPACITY CHARGE $69,510.00 $48,110.00 -31% 2" METER MANIFOLD INSTALLATION FOR 2" PE & 1" CU SERVICE $724.00 $868.00 20% 3/4" - 2" SERVICE DEMOLITION $2,653.00 $3,341.00 26% 3" - 8" SERVICE DEMOLITION $3,715.00 $4,439.00 19% INSPECT & ENG NEW 2" DOM/IRR SVC INSTALLED BY OTHERS $1,618.00 $1,923.00 19% City of Palo Alto Page 7 INSPECT & ENG 2" DOM/IRR SVC TO FIRE SVC INSTALLED BY OTHERS $1,078.00 $1,282.00 19% INSPECT & ENG FOR 4" OR LARGER SVC INSTALLED BY OTHERS $2,426.00 $2,885.00 19% INSPECT & ENG NEW 6" FIRE HYDRANT & LAT INSTALLED BY OTHERS $2,426.00 $2,885.00 19% INSPECT & ENG ABAND UP TO 2" WATER SVC BY OTHERS $809.00 $962.00 19% INSPECT & ENG ABAND 3" & LARGER WATER SVC BY OTHERS $1,078.00 $1,282.00 19% INSPECT & ENGINEERING FOR NEW 8" MAIN INSTALLED BY OTHERS $27.00 $32.00 19% Rate Schedule S-15 (Wastewater Service Connection Charges) - (Table 4 and Attachment E) The proposed increase in wastewater connection charges are due to the cost recovery gap noted earlier, as well as rising labor rates and material costs, and revised installation time to reflect the actual time required to complete each job. The proposed wastewater service connection charges increased on average of 38%. The City installs water meters to match the customer’s demand as stated on the Customer Utility application and load sheet. Total annual wastewater capacity charges are expected to decrease on average of (-$38,500 or -41%) respectively due to Utilities’ decision to discontinue installing new E-Series ultrasonic water meters. Customers who want a large 4-inch or 6-inch compound meter will need to meet the proposed minimum number of fixture units on the application/load sheet or pay the capacity charge based on this minimum number of fixture units, with additional fixture units beyond the minimum number to be calculated at $210.00 per fixture unit. Table 4 – Summary of Proposed Changes to Wastewater Service Standard Connection Charges (Attachment E – Utility Rate Schedule S-5) SEWER SERVICE STANDARD CONNECTION CHARGES - UTILITY RATE SCHEDULE S-5 CURRENT PROPOSED WORK CONNECTION CONNECTION PERCENT DESCRIPTION CHARGES CHARGES INCREASE NEW SUBDIVISION EACH SFR SEWER ONLY $160.00 $172.00 8% NEW COMMERCIAL BLDG OR COMM REMODEL WATER, GAS, SEWER $2,316.00 $2,547.00 10% SYSTEM EXTENSION 8" HDPE WASTEWATER MAIN $22.00 $24.00 9% COLLECTION SYSTEM 8" EXTENSION $204.00 $248.00 22% NEW LATERAL 4" CONNECTION $6,589.00 $8,559.00 30% NEW LATERAL 6" CONNECTION $7,124.00 $9,846.00 38% NEW LATERAL 4" CONNECTION $8,225.00 $11,456.00 39% NEW LATERAL 6" CONNECTION $8,748.00 $12,186.00 39% REHABILITATE EXISTING 4" OR 6" LATERAL $4,233.00 $5,861.00 38% 5/8" WATER METER CAPACITY CHARGE $5,250.00 $5,250.00 0% 1" WATER METER CAPACITY CHARGE $15,750.00 $10,500.00 -33% 1-1/2" WATER METER CAPACITY CHARGE $31,668.00 $31,668.00 0% 2" WATER METER CAPACITY $94,500.00 $52,500.00 -44% City of Palo Alto Page 8 6" CONNECTION WITH 4" WATER METER (WM) $210/FU $210/FU 0% NEW MANHOLE INSTALLATION $10,743.00 $12,952.00 21% NEW MANHOLE INSTALLATION $13,726.00 $16,346.00 19% NEW CLEANOUT 4" OR 6" INSTALLATION $2,109.00 $2,523.00 20% DEMOLITION AND ABANDONMENT 4" OR 6" $2,753.00 $3,261.00 18% INSPECT & ENG FOR NEW WASTEWATER 4" OR 6" LATERAL $2,157.00 $2,564.00 19% INSPECT & ENG FOR NEW 8" WASTEWATER MAIN $34.00 $40.00 18% INSPECT & ENG FOR NEW WASTEWATER MANHOLE $2,696.00 $3,205.00 19% INSPECT & ENG FOR ABANDONMENT OF WASTEWATER 4" OR 6" SERVICE $1,348.00 $1,603.00 19% Utility Miscellaneous Charges (Utility Rate Schedule C-1) - (Table 5 and Attachment F) Utility Rate Schedule C-1 covers flat rate charges for service calls related to service disconnection and restoration for non-payment, plus engineering and inspection labor rates. In addition to the flat rate charges for service calls, Utility hourly labor rates have been revised to reflect updated labor costs. The proposed service call flat rates and labor rates are increasing on average 24% due to the cost recovery gap noted earlier, as well as increases in salaries and market-base salary realignments since 2015. However, the after regular hour rates are decreasing between (-19%) to (-32%) due to a change in methodology. Previously, the after hour rate was based on a 2 times multiplier of one regular hour including labor and overhead. Instead, staff recommends changing the after hour rate by keeping the overhead rate flat and applying a pay multiplier in accordance with SEIU MOA contract to a calculated average hourly wage. When service is provided after hours for the City’s convenience, Overtime is calculated using a 1.5 times multiplier of the average hourly wage. Whereas, if service is provided after hours for the Customer’s convenience, Overtime is based on a 2 times multiplier of the average hourly rate. Table 5 – Summary of Proposed Changes to Utility Miscellaneous Charges (Attachment F – Utility Rate Schedule C-1) UTILITY MISCELLANEOUS CHARGES - UTILITY RATE SCHEDULE C-1 CURRENT PROPOSED PERCENT WORK DESCRIPTION CHARGES CHARGES CHANGE ELECTRIC METER SET AFTER REGULAR HOURS $300.00 $204.00 -32% DISCONNECTION OF SERVICE FOR NON-PAYMENT $147.00 $152.00 3% RESTORATION OF SERVICE FOR NON-PAYMENT $147.00 $152.00 3% RESTORATION OF SERVICE FOR NON-PAYMENT AFTER REGULAR HOURS $300.00 $204.00 -32% RESTORATION OF ELECTRIC SERVICE AT POWER POLE FOR NON-PAYMENT $294.00 $304.00 3% RESTORATION OF ELECTRIC SERVICE AT POWER POLE FOR NON-PAYMENT AFTER REGULAR HOURS $504.00 $408.00 -19% SERVICE PROVIDED DURING REGULAR HOURS $123.00 $152.00 24% SERVICE PROVIDED ON OVERTIME AT CITY'S CONVENIENCE $144.00 $178.00 24% SERVICE PROVIDED ON OVERTIME AT CUSTOMER'S CONVENIENCE $166.00 $204.00 23% City of Palo Alto Page 9 Public Noticing Staff developed the proposed charges in accordance with the Mitigation Fee Act (California Government Code Section 66000 – 66008), which governs water and wastewater utility connection and capacity charges. The Act sets forth notice and hearing procedures and requires that charges be cost-based. Although the City’s gas and electric connection fees and service call charges are not covered by the Act, the City has followed its procedural and substantive requirements with respect to these cost-based fees, for transparency and ease of administration. Government Code 66016 requires that prior to levying a new or increased fee or service charge; the City Council must hold at least one public meeting to listen to any oral or written presentations of the charges. If approved, the proposed charge changes will take effect on September 1, 2019, over 60 days after the City Council adopts the resolution amending the charges, in accordance with Government Code Section 66017. Resource Impact Based on the proposed rate changes and number of customer service orders in prior years, the estimated annual change in connection and capacity charge revenues is an increase of approximately $54,240 in the Electric Fund, $255,661 in the Gas Fund, $179,272 in the Water Fund, and $49,760 in the Wastewater Fund. Actual connection charge revenues vary annually based on the number of paid applications. Staff is not recommending a budget change at this time. Policy Implications These recommendations do not represent a change in current City policies. Environmental Review The adoption of a resolution amending charges set forth in Utility Rate Schedule E-15, W-5, S-5 and G-5 to meet operating expenses and provide 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 • Proposed Utility Rate Schedules Attached Links • Redlined Utility Rate Schedules Attached Links ATTACHMENT A 6055216 RESOLUTION NO. _____________________ RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING ELECTRIC, WATER, GAS, AND WASTEWATER CONNECTION AND CAPACITY FEES AND MISCELLANEOUS UTILITY CHARGES (UTILITY RATE SCHEDULES E-15, G-5, W-5, S-5, AND C-1) 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, Schedule E-15 (Electric Service Connection Fees) of the Palo Alto Utilities Rates and Charges is hereby amended to read as attached and incorporated. The foregoing Utility Rate Schedule, as amended, shall become effective September 1, 2019. Section 2. Pursuant to section 12.20.010 of the Palo Alto Municipal Code, Schedule G-5 (Gas Service Connection Fees) of the Palo Alto Utilities Rates and Charges is hereby amended to read as attached and incorporated. The foregoing Utility Rate Schedule, as amended, shall become effective September 1, 2019. Section 3. Pursuant to section 12.20.010 of the Palo Alto Municipal Code, Schedule W-5 (Water Service Connection Fees) of the Palo Alto Utilities Rates and Charges is hereby amended to read as attached and incorporated. The foregoing Utility Rate Schedule, as amended, shall become effective September 1, 2019. Section 4. Pursuant to section 12.20.010 of the Palo Alto Municipal Code, Schedule S-5 (Wastewater Service Connection Fees) of the Palo Alto Utilities Rates and Charges is hereby amended to read as attached and incorporated. The foregoing Utility Rate Schedule, as amended, shall become effective September 1, 2019. Section 5. Pursuant to section 12.20.010 of the Palo Alto Municipal Code, Schedule C-1 (Utility Miscellaneous Charges) of the Palo Alto Utilities Rates and Charges is hereby amended to read as attached and incorporated. The foregoing Utility Rate Schedule, as amended, shall become effective September 1, 2019. Section 6. 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 A 6055216 Section 7. Council finds that the adoption of this resolution is statutorily exempt from the California Environmental Quality Act (CEQA), pursuant to California Code of Regulations Title 14, Chapter 3, Section 15273(a), because the fees and charges proposed are necessary to recover the cost of providing utility service and meet operating expenses. After reviewing the reports presented, 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: APPROVED: ____________________________ _________________________________ City Clerk Mayor APPROVED AS TO FORM: _________________________________ City Manager ____________________________ Assistant City Attorney _________________________________ Director of Utilities _________________________________ Director of Administrative Services Proposed Utility Rate Schedules Staff Report 10313 PUBLIC HEARING: Adoption of Resolution Amending Utilities Rate Schedules E-15 (Electric Service Connections), W-5 (Water Service Connections), G-5 (Gas Service Connections), S-5 (Sewer Service Connections) and C-1 (Utility Miscellaneous Charges) Links are available below to view the Proposed Rate Schedules: Attachment B Proposed Utility Rate Schedule E-15 Attachment C Proposed Utility Rate Schedule G-5 Attachment D Proposed Utility Rate Schedule W-5 Attachment E Proposed Utility Rate Schedule S-5 Attachment F Proposed Utility Rate Schedule C-1 Attachment B Utility Rate Schedules Redlined Staff Report 10313 PUBLIC HEARING: Adoption of Resolution Amending Utilities Rate Schedules E-15 (Electric Service Connections), W-5 (Water Service Connections), G-5 (Gas Service Connections), S-5 (Sewer Service Connections) and C-1 (Utility Miscellaneous Charges) Links are available below to view the Redlined Rate Schedules: Attachment B Utility Rate Schedule E-15 - Redlined Attachment C Utility Rate Schedule G-5 - Redlined Attachment D Utility Rate Schedule W-5 - Redlined Attachment E Utility Rate Schedule S-5 - Redlined Attachment F Utility Rate Schedule C-1 - Redlined Attachment C TO: FROM: DATE: 0 CITY OF PALO ALTO HONORABLE CITY COUNCIL DEAN BATCHELOR, DIRECTOR FOR UTILITIES JUNE 24, 2019 34 SUBJECT: AGENDA ITEM NUMBER 34 -PUBLIC HEARING: Adoption of Resolution Amending Utilities Rate Schedules E-15 (Electric Service Connections), W-5 (Water Service Connections), G-5 (Gas Service Connections), 5-5 (Sewer Service Connections) and C-1 (Utility Miscellaneous Charges) Attached are connection charge comparisons with other utility agencies. Most of the other utilities do not offer fixed connection charges. Instead customers are billed individually for time, overhead, and materials based upon an engineer's estimate or installed by the applicant's contractor. Other factors that may affect costs are upgrades to transformers or wires and trenching costs. There are no comparators for wastewater connection charges because sewer laterals are generally owned by the customers. Sewer lateral connections are performed by private third-party contractors. Dean Batchelor Director for the Utilities Department Ed Shikada City Manager 1 of 1 Electric Connection Charges Silicon Valley Power Silicon Valley Power PG&E Type of Service Current Proposed New Customer Existing Customer Underground Residential front connection $850 $1,040 $1,653 $3,249 estimate Underground Multi Family/commercial 200 Amps or less $1,160 $1,420 $1,474/unit $1,736/unit estimate Underqround residential rear easement $1,900 $2,330 $1 ,653 $3,249 estimate Overhead Residential Service $840 $1,040 $1,121 $1,121 estimate Overhead Residential Midspan Service $1,930 $2,370 $1,121 $1,121 estimate Overhead Multi Family/commercial 200 Amp or less $1,180 $1,440 $690/unit $690/unit estimate Temporary Power Overhead $970 $1,190 $605 $605 estimate Temporary Underground $970 $1,190 estimate estimate estimate COMPARISON OF BAY AREA WGW CONNECTION CHARGES Palo Alto East Bay Alameda Municipal City of County Water City of City of Santa Utility Mountain Redwood Installation Type Current Proposed District Sunnyvale Cruz District View City WATER By Applicant's By Applicant's 2" service trench (NEW} N/A $7,671 $15,000 (1) By Estimate By Estimate $9,650(1) Contractor Contractor By Applicant's By Applicant's 4" service $7,156 $9,932 By Estimate By Estimate By Estimate $28,748 (1) Contractor Contractor By Applicant's By Applicant's 6" service $8,137 $11,274 By Estimate By Estimate By Estimate By Estimate Contractor Contractor By Applicant's By Applicant's 8" service $9,469 $13,170 By Estimate By Estimate By Estimate By Estimate Contractor Contractor 5/8" water meter $698 $795 n/a n/a $294 By Estimate n/a $507 1" water meter $862 $1,002 $800 $985 $369 By Estimate $523 (2) $608 1 1 /2" water meter $1,444 $1,593 $1,000 $1,244 $1 ,422 By Estimate n/a $1,673 2" water meter $1,635 $1,945 $1,200 $1,417 $1,597 By Estimate $949 (2) $2,091 4" water meter $5,740 $6,561 n/a By Estimate $3,240 By Estimate By Estimate $4,292 GAS PG&E connection charges by estimate -cost may be between $5,000 to $10,000. WASTEWATER (most Cities/Agencies don't own lateral) By Applicant's By Applicant's By Applicant's By Applicant's 4"sewer lateral (<6') $6,589 $8,559 n/a By Estimate Contractor Contractor Contractor Contractor By Applicant's By Applicant's By Applicant's By Applicant's 6" sewer lateral (<6') $7,124 $9,846 n/a By Estimate Contractor Contractor Contractor Contractor Note (1) = The cost of installing the water service includes the water meter charges Note (2) = Service installation is performed by the applicant's contractor and is not included in the charge. City of Palo Alto (ID # 10006) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: 1700 & 1730 Embarcadero Road: Mercedes/Audi Dealerships Title: PUBLIC HEARING / QUASI-JUDICIAL. 1700 & 1730 Embarcadero Road [18PLN-00186]: Request for a Zoning Map Amendment, Site and Design Review & Design Enhancement Exception to Allow 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 Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for both parcels. Environmental Assessment: An Initial Study/Mitigated Negative Declaration was Circulated for Public Comment From March 15, 2019 to April 22, 2019. The Planning and Transportation Commission Reviewed and Made a Recommendation for Approval on March 27, 2019. From: City Manager Lead Department: Planning and Community Environment Recommendation: 1. Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; 2. Adopt the Ordinance changing the zoning district on the subject properties to CS(D)(AD) (Attachment B); and 3. Adopt the Record of Land Use Action approving the request for Site and Design and a Design Enhancement Exception based on findings and subject to the conditions of approval contained in Attachment C. Executive Summary: The project seeks to redevelop two separate parcels adjacent to the Baylands: 1700 Embarcadero Road, which includes the former Ming’s Restaurant building, and 1730 Embarcadero Road, which includes the existing Audi dealership. The applicant, Holman Automotive Group, Incorporated, proposes to demolish the former Ming’s Restaurant building City of Palo Alto Page 2 and the service building of the Audi Dealership to construct a new two-story Mercedes-Benz automobile dealership, a new two-story Audi service building, with roof deck parking and a detached car wash facility. The project will also design and construct a new bicycle path along East Bayshore Road and Embarcadero Road as envisioned in the City’s Bicycle and Pedestrian Transportation Plan. The applicant requests the following: • Add the Automobile Dealership Combining District zoning standards to 1700 Embarcadero Road. • Change the zoning at 1730 Embarcadero Road parcel from Planned Community (PC- 4846) to Community Service with Site and Design and Automobile Dealership Combining Districts CS(D)(AD). • Design Enhancement Exception (DEE) approval to allow a greater building setback from Bayshore Road and Embarcadero Road. • Site and Design approval for the construction of the two buildings and ancillary site improvements. The purpose of this report is for the City Council to consider the applicant’s requests, the previous public hearing meeting materials (staff reports and meeting minutes), written correspondence, and findings for the project. This report also elaborates on issues identified as concerns through the review process related to massing, adjacency to the Baylands Preserve, lighting, noise, and the proposed bicycle path. On March 27, 2019, the Planning and Transportation Commission (PTC) recommended that the City Council adopt the Zoning Amendment, Site and Design Review findings, and the Initial Study/Mitigated Negative Declaration (IS/MND) prepared in accordance with the California Environmental Quality Act (CEQA). The Architectural Review Board (ARB) held three public hearings since the application was filed one year ago and requested a fourth meeting to explore refinement to project-related details. These outstanding items, however, do not substantively impact the overall mass and design and as conditioned, would return to the ARB following Council’s decision on the project and prior to issuing a building permit. Background: Prior City Reviews & Action A previous application for a project at 1700 Embarcadero was considered by the PTC, ARB and City Council. The applicant ultimately withdrew and sold the property to the current owner following City Council direction for project modifications in June 6, 2016. City of Palo Alto Page 3 Architectural Review Board The current project was reviewed by the ARB on three occasions. These staff reports are linked below: • September 20, 2018: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=66721 • April 4, 2019: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=70111 • June 6, 2019: https://www.cityofpaloalto.org/civicax/filebank/documents/71733 On June 6, 2019, the ARB discussed and evaluated the project and had the following outstanding concerns, all of which will return to the Board under a separate application: • Colors Selection. The ARB prefers more muted colors to include charcoal or rich browns colors as opposed to black. • Parapet Material. Applicant to modify planned opaque material to one with more transparent qualities. • Street Trees. More trees are requested at the base of the building to soften the Bayshore Road elevation. • Curb Ramp at Corner. A better transition between the sidewalk, bicycle path and intersection is needed. • Green Screen Along Baylands Building Elevation. This is a desired feature that requires more design development to ensure it is integrated into the building and can be maintained overtime. Some limited building articulation at this elevation may be required to achieve design integration. • Perimeter Landscaping. The ARB requested a 10 foot setback between the carwash and adjacent property line and the removal of any existing barbed wire fencing. The ARB in its previous meetings discussed the building mass, circulation and other project components. The items above are the remaining areas of concern where the ARB focused its attention at the last meeting. Staff concurs that refinements of these details are important and has included a condition of approval requiring the applicant return to the Board to address these outstanding issues. At the same time, the municipal code encourages a streamlined review of ARB applications limiting the Board to three meetings. While the planning director may authorize additional meetings, given that these changes do not have a significant impact to the overall building mass or design and that it has been one year since the application was filed, a decision was made to advance this project to the City Council. Planning & Transportation Commission City of Palo Alto Page 4 The project was reviewed by the PTC on March 27, 2019. Staff’s report is online: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=70015. Following discussion of the appropriateness of the zoning designation, the issues associated with the adjacency of the project to the Baylands Preserve, and traffic circulation in the area, the PTC recommended approval of the proposal with the following conditions (#12 in the Record of Land Use Action): 1. The owner or designee shall evaluate migratory patterns affecting the site and if the trees scheduled for removal are found to be recurring nesting sites then shall ensure the installation of replacement nesting facilities until the replacement trees on the property have matured enough to be used by the birds. (Condition #12 in the RLUA) 2. Impose a site specific lighting restriction that are sensitive to the Baylands environment. (Condition #6 in the RLUA) 3. Construction logistics plan shall be as restrictive as possible to mitigate traffic related impacts to avoid blocking streets during peak hours. (Condition #31 in the RLUA) Discussion: The project site consists of two contiguous parcels totaling 4.82 acres. The site is located on the southeast corner of Embarcadero Road and East Bayshore Road (see location map, Attachment A). The site has a Comprehensive Plan land use designation of Service Commercial and includes two different zoning districts corresponding with the separate parcels. 1730 Embarcadero, the current Audi dealership parcel, is zoned Planned Community (PC), while 1700 Embarcadero, site of the proposed Mercedes Benz dealership, is zoned Commercial Service (CS) with Site and Design Review (D) combining district. The site is also located within the City’s Baylands Master Plan (Privately Owned Lands) area and the City’s Comprehensive Plan identifies the site within the “East Bayshore Employment Center”. 1700 Embaracadero is developed with a single-story commercial building, formerly Ming’s restaurant, and a large surface parking lot. The architecture of the existing building is characteristic of mid-century modern architecture with some roof elements reminiscent of an Asian style, the cuisine of the former restaurant. 1730 Embarcadero includes the currently operating Audi Dealership with a 15,049 sf service building and 22,929 sf showroom (completed in 2017). The new showroom is indicative of the current Audi branding, while the service and repair building is a typical, industrial architectural style. The site includes an approximate 80-foot-wide easement along East Bayshore Road to accommodate PG&E owned and maintained overhead high voltage electric transmission lines that run parallel to East Bayshore Road, and a sub-surface storm drain line. Surface improvements such as landscaping, driveways and parking, are allowed within the easement to a limited extent. PG&E does not allow vegetation that would be taller than 15 feet in height at City of Palo Alto Page 5 maturity and this height limitation includes any light fixtures. Neighborhood Setting and Character The project is located within the Baylands Master Plan Area in an area designated as “Privately Owned Lands”. This is an urbanized built-out area that includes office buildings and automobile dealerships. The Audi portion of the site directly abuts the Baylands preservation property (former ITT, Inc. lands) where the site is visible from the Renzel Trail within the Baylands. See plans for photographs of surrounding areas (Attachment G). The majority of sites in the vicinity are zoned Research, Office and Limited Manufacturing (ROLM) with the Automobile Dealership (AD) Combining District. The ROLM allowable Floor Area Ratio (FAR) is 0.4:1 , whereas, the AD Combining District allows an FAR of 0.6:1 for automobile dealerships. The area with the ROLM district is generally characterized by two story buildings surrounded by parking lots with large street-facing setbacks. The PG&E easement along East Bayshore includes tall towers carrying high voltage transmission electric lines. One tower is located on the property at the Embarcadero Road and East Bayshore Road intersection. Proposed Project The applicant proposes to construct a two-story automobile dealership with roof deck parking and a detached car wash facility. The applicant will maintain the two separate parcels with appropriate easements; however, the project will function as a single site with two separate brands. As proposed, the completed site would include a two-story automobile dealership with two different vehicle brands: Mercedes-Benz and Audi. The facility would include two adjacent buildings that will meet all the required building and safety codes. The automobile dealerships would include separate sales and administrative offices, vehicle storage, and service/repair areas integrated into the buildings. On-site improvements include an ancillary car wash facility (on the Audi parcel), customer parking, vehicle merchandise display, solid waste/recycling facilities, and landscaping. The brands would share access to the site, the roof deck for vehicle parking, the onsite car wash, and portions of the service and repair drive aisle. The Mercedes Benz dealership would include an internal automated parking system capable of displaying 300 new vehicles within a showroom area. Due to the utility easement along East Bayshore Road, the proposed building has a large setback and the developer is requesting to deviate from the “build-to-line” setback, which encourages buildings be placed closer to the street. The proposed setback of 83 feet is consistent with the surrounding development and outside of the 80 foot wide easement. However, the existing Audi showroom is closer to the street at 18’-10”. The proposed setback is inconsistent with the CS zoning front setback development standard (0’ to 10’), hence a DEE has City of Palo Alto Page 6 been requested. Summary of Key Issues: During the PTC and ARB public hearings there were discussions and comments regarding the appropriateness of the proposed CS designation for the project. Massing While the proposed dealership buildings appear to be connected, the uniqueness of each brand is expressed through the architecture of the showroom portions of the buildings. The existing Audi showroom will remain unchanged. The service portions of the building will share complementary architectural themes. The new Mercedes Benz building will include metal, stucco and clear fenestrations, which is consistent with the materials used on the Audi showroom. There is a cantilevered element extending from the showroom providing a transition in building mass to Embarcadero Road. The project includes a combination of colors including white, earth-tone elements and darker and metallic colors associated with the brand identity used as accents. Glass and fiberglass are used to minimize the mass of the buildings where possible. The proposed two-story project is mostly between 36 and 43 feet with the stair and elevator towers being between 48 and 50 feet. The increased setbacks along Bayshore Road and Embarcadero Road help reduce the perception of mass upon the streets. The City expressed concern regarding the height of the previously proposed development, which extended 50 feet and three stories. The proposed design seeks to address this concern while still maintaining a functional design. Gross Floor Area The AD combining district allows for a different set of development standards for automobile dealerships. For instance, the floor area ratio for car dealerships can be up to 0.6:1 (0.4:1 base plus 0.2:1 bonus for showroom area), which is 0.3:1 larger than the surrounding properties with other types of uses. In commercial buildings, certain floor area within the buildings are exempted from the definition of gross floor area pursuant to the Zoning Code (PAMC 18.04.030(65)(B)(i) and 18.30(F)(a)), such as parking facilities for employees and customers, drive-through areas for service facilities and vaulted areas except for showroom space. It is acknowledged that the existing Audi showroom has a taller ceiling height (21 feet), given it was developed under the current PC zone, whereas the maximum showroom height in the AD combining district is 20 feet. The Mercedes Benz branded dealership proposes to store new inventory vehicles within a fully automated vehicle stacking system as opposed to a conventional garage or surface parking lot. The new car inventory is located within a high-volume portion of the building that includes a City of Palo Alto Page 7 puzzle lift system for vehicle storage. Floor area is calculated based on the number of floors in the building (PAMC 18.04.030(65)(A)1. This portion of the building only contains one floor on the ground level, portions of a second floor along the periphery of the building, the rest of the building area is volumetric space. The stacking system does cantilever over a portion of first floor offices towards the front of the building. The vehicle stackers add capacity and some community members (Attachment F) consider this enhanced capacity as floor area, but staff has interpreted this space to be equivalent to a vaulted ceiling, which has consistently been counted once towards FAR on other commercial buildings. Height A major consideration of the previously proposed automobile dealership was that it was too tall. That project had a height of 50 feet and three stories. The proposed two-story project is mostly between 36 and 43 feet with the stair and elevator towers being between 48 and 50 feet. The increased setbacks along Bayshore Road and Embarcadero Road help reduce the perception of mass upon the streets. This report seeks the City Council’s perspective on this issue. Adjacency to Baylands Preserve The project is located within the Baylands area, and within the area designated as Privately- Owned Land. The Site Assessment and Design Guidelines for the Palo Alto Baylands Nature Preserve, developed in 2005, are intended to be used when designing or reviewing projects located in any part of the Baylands—including projects on Privately-Owned Land. Conformance with these Guidelines helps ensure compatibility with the special aesthetic qualities and environmental conditions unique to the Baylands. The General Design Guidelines for the Baylands encourage using only muted, natural colors; preserving the horizon line with low and horizontal elements and design for practicality. The majority of vertical landscaping is provided by properties within the Privately-Owned areas of the Baylands. To the extent practical, projects within this area maintain horizontally designed buildings. Noise Comments arose regarding noise emitting from the proposed car wash. The facility would be located towards the rear of the 1730 Embarcadero property. The car wash would be operated during the operating hours of the dealership. As demonstrated in both the applicant’s and the project’s CEQA documentation, the noise from the car wash would exceed the City’s noise thresholds. Proposed mitigation for the project includes the installation of automated doors on the car wash tunnel entrance and exit and that the car wash blower system will be configured such that it will not operate unless both the entrance and exit doors are closed. 1 The complete definition of Gross Floor Area is included in Attachment E. City of Palo Alto Page 8 Implementation of this mitigation will ensure that any noise emitted from the project is under the City’s thresholds. Lighting Animals living in the Baylands are sensitive to light from the Privately-Owned properties. Light sources from the project include lighting in parking areas, exterior building lighting, roof-deck parking lighting and interior building lighting. As depicted in the applicant’s lighting plan, the project will implement a lighting control system that will automate the on/off and dimming functions for interior and exterior lighting. The lighting control system will activate changes to the light intensity based upon a pre-programmed schedule and input from photocells, occupancy sensors and timeclock functions. These features coupled with the design of the lighting fixtures, focusing the light away from the edges of the property, will ensure low impacts to the surrounding properties, including the Baylands. Bicycle Path There is a gap in the City’s bicycle network at this location. At the recommendation of the City, the project includes a multi-use path that can accommodate bicyclists and pedestrians, along Bayshore Road and Embarcadero Road with a rest area along Embarcadero Road. There are constraints in locating the pathway, such as the existing electrical utility easement and limitations on vertical features within the easement; the location of the electrical transmission tower and its maintenance parking space; existing mature street trees; the need to have native and drought tolerant landscaping; and the project’s objective in having locations for display and inventory merchandise to support the viability of the automobile dealership. The PTC discussed the bike path and the anticipated tree removal and expressed a preference to retain the trees and find some other means to accommodate the bike path or eliminate it. The ARB discussed trying to maintain both the trees and the pathway. As depicted in the project plans, the proposal is to eliminate the existing street trees and replace them with five additional trees. Because of the overall enhancement to the landscaping on site, the previous request to deviate from the parking lot shading requirement is now unnecessary. The City’s Urban Forestry team provided the applicant with information regarding the recommended distances to maintain the existing trees. If the existing trees are preserved, the pathway would need to be located on private property leading to the elimination of the display and inventory spaces closest to Bayshore Road. These are the only surface parking spaces provided for the Mercedes dealership. At the June 6, 2019 ARB meeting, the Board concurred that a bicycle path was necessary and that new trees were okay, however, a different type of tree should be considered. Policy Implications: The proposed project requires an amendment to the City’s zoning map and a design City of Palo Alto Page 9 enhacement exception from the build to line (setback) devleopment standard. With approval of these requests, the project would be generally consistent with the City’s Comprehensive Plan and includes a component that enhances a bike path connection near the Baylands. Environmental Review: 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 requires the adoption of a Mitigated Negative Declaration because an initial determination was made that implementation of the project would result in significant impacts. The Initial Study/Mitigated Negative Declaration public circulation period was between March 15 and April 22, 2019. The Mitigated Negative Declaration identified 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. See Attachment C. Comments on document During the public circulation period the City received one comment from Canopy regarding the amount of trees being removed and replaced. The comment further states that the project should consider a diverse plan to enhance and support native biodiversity. See Attachment G. As described in the “Landscape” section of this report, the project proposes to replace the trees removed with a significant amount and diversity. Oral communication During the public hearings, the following comments were made regarding the environmental document: • Referral to the Santa Clara County Airport Land Use Commission o The applicant applied to the County and a hearing is scheduled in May for the Commission to consider the project. • Project description accuracy o The project description will be revised to reconcile the differences • Car Wash noise and water pollution o The project will be consistent with the City’s noise standards. The project revisions include extending the CMU wall of the building at the entry and exits; installing doors at the ends of the tunnel and locating the blower 10 feet from the edge of the tunnel o The car wash will operate under the City’s stormwater water codes City of Palo Alto Page 10 Attachments: Attachment A: Location Map (PDF) Attachment B: Draft Rezoning Ordinance (DOCX) Attachment C: Record of Land Use Action (DOCX) Attachment D: Zoning Comparison Table (DOCX) Attachment E: Gross Floor Area Definition (DOCX) Attachment F: Comment Letters (PDF) Attachment G: Project Plans and Environmental (DOCX) 0 0 8 - 0 2 - 0 3 0 0 0 8 - 0 2 - 0 0 4 0 0 8 - 0 2 - 0 1 3 1 2 7 - 4 1 - 0 2 6 1 2 7 - 4 1 - 0 2 5 1 2 7 - 4 1 - 0 2 0 1 2 7 - 4 1 - 0 1 9 1 2 7 - 4 1 - 0 1 8 1 2 7 - 4 1 - 0 1 7 1 2 7 - 4 1 - 0 1 6 1 2 7 - 4 1 - 0 1 5 1 2 7 - 4 1 - 0 1 4 1 2 7 - 4 1 - 0 1 3 1 2 7 - 4 1 - 0 1 2 1 2 7 - 4 1 - 0 1 1 1 2 7 - 4 1 - 0 1 0 1 2 7 - 4 1 - 0 0 9 1 2 7 - 4 1 - 0 0 8 1 2 7 - 4 1 - 0 0 7 1 2 7 - 4 1 - 0 0 6 1 2 7 - 4 1 - 0 0 5 1 2 7 - 4 1 - 0 0 4 1 2 7 - 4 1 - 0 0 3 1 2 7 - 4 1 - 0 0 2 1 2 7 - 4 1 - 0 0 1 1 2 7 - 4 1 - 0 7 4 1 2 7 - 4 1 - 0 7 51 2 7 - 4 1 - 0 8 0 1 2 7 - 4 1 - 0 8 1 1 2 7 - 4 1 - 0 8 3 1 2 7 - 4 1 - 0 8 4 1 2 7 - 4 1 - 0 8 5 1 2 7 - 4 1 - 0 8 6 1 2 7 - 4 1 - 0 8 7 1 2 7 - 4 1 - 0 8 8 1 2 7 - 4 1 - 0 8 9 1 2 7 - 4 1 - 0 9 0 1 2 7 - 4 1 - 0 9 1 1 2 7 - 4 1 - 0 9 2 0 0 8 - 0 3 - 0 3 4 0 0 8 - 0 3 - 0 4 7 1 2 7 - 3 8 - 0 1 7 0 0 8 - 0 2 - 0 2 9 0 0 8 - 0 3 - 0 8 2 0 0 8 - 0 3 - 0 5 3 0 0 8 - 0 3 - 0 5 2 0 0 8 - 0 3 - 0 6 2 0 0 8 - 0 3 - 0 7 9 0 0 8 - 0 3 - 0 6 3 0 0 8 - 0 3 - 0 7 4 0 0 8 - 0 3 - 0 7 5 0 0 8 - 0 3 - 0 1 5 0 0 8 - 0 3 - 0 5 8 0 0 8 - 0 3 - 0 8 4 0 0 8 - 0 3 - 0 8 0 0 0 8 - 0 2 - 0 3 3 0 0 8 - 0 2 - 0 2 6 0 0 8 - 0 3 - 0 8 3 0 0 8 - 0 2 - 0 3 4 0 0 8 - 0 2 - 0 1 7 0 0 8 - 0 3 - 0 4 6 0 0 8 - 0 3 - 0 6 6 0 0 8 - 0 2 - 0 2 7 0 0 8 - 0 2 - 0 3 2 0 0 8 - 0 3 - 0 8 1 0 0 8 - 0 5 - 0 0 5 EMBA R C A D E R O R O A D F A B E R P L A C E OREG O N E X P R E S S W A Y WEST B A Y S H O R E R O A D W E S T B A Y S H O R E R O A D EMBARCADER O R O A D EA S T B A Y S H O R E R O A D WATSON C O U R T GE N G R O A D B A Y S H O R E F R E E W A Y B A Y S H O R E F R E E W A Y B A Y S H O R E F R E E W A Y B A Y S H O R E F R E E W A Y 24 5 2 245 2 2200 2200 2300 2300 2450 2450 2 2 2 5 22 2 5 24 6 4 246 4 24 6 2 246 2 2100 2100 2601 2601 11 3 9 11 3 9 11 4 5 11 4 5 24 6 8 246 8 24 6 0 246 0 24 6 6 246 6 25952595 25852585 2525 2525 2600 2600 2 3 7 0 23 7 0 25752575 2650 2650 2479 2479 1 7 3 0 17 3 0 1 7 0 0 1 7 0 0 2480 2480 2450 2450 1 7 6 6 17 6 6 1 7 6 6 A 2 2 7 5 22 7 5 1 7 1 7 17 1 7 1 7 5 5 1 7 5 5 2500 2500 1 8 0 0 18 0 0 1 8 1 0 181 0 2445 2445 2455 2455 2465 2465 1 7 3 1 17 3 1 1 8 7 0 18 7 0 1 8 6 0 18 6 0 20002000 1 8 0 4 18 0 4 1 7 3 5 17 3 5 1 8 0 8 180 8 25502550 2440 2440 1900 1900 2452 2452 2465 2465 2 2 2 2 22 2 2 ROLM (E)(D)(AD) ROLM (E)(D)(AD)ROLM (E)(D)(AD) PC-2962 PF(D) ROLM (E)(D)(AD) PC-4847 CS(D) P C - 4 8 4 6 This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Assessment Parcel Palo Alto Subject Properties abc Zone District Labels 0'251' 1700 & 1730 Embarcadero Road 18PLN-00186 CITY O F PALO A L TO IN C O R P O RAT E D C ALIFOR N I A P a l o A l t oT h e C i t y o f A P RIL 1 6 1894 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto sahsing, 2019-05-29 13:14:33 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) Not Yet Approved 1 Ordinance No. Ordinance of the Council of the City of Palo Alto Amending the Zoning Map of the City of Palo Alto for 1700 Embarcadero Road to Change the Zoning from Commercial Service with Site and Design Review Overlay (CS(D)) to Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) and Amending the Zoning Map of the City of Palo Alto for 1730 Embarcadero Road to Change the Zoning from Planned Community (PC-4846) to Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) 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. The Planning and Transportation Commission conducted a duly noticed public hearing on March 27, 2019, at which it reviewed, considered, and recommended Palo Alto Municipal Code (PAMC) Section 18.08.040 (the Zoning Map) be amended: (1) to rezone that certain real property commonly known as 1700 Embarcadero Road, more particularly described in Exhibit 1, to change the zoning from the Commercial Service with Site and Design Review Overlay (CS(D)) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district; and (2) to rezone that certain real property commonly known as 1730 Embarcadero Road, more particularly described in Exhibit 2, to change the zoning from the Planned Community (PC-4846) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district. B. The City Council held a duly noticed public hearing on ________, and considered the subject amendment of the Zoning Map, including the recommendation by staff and the Planning and Transportation Commission and all public comments received prior to or at the hearing. SECTION 2. Amendment of Zoning Map (a) Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning from the Commercial Service with Site and Design Review Overlay (CS(D)) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district for all that real property situated in the City of Palo Alto, County of Santa Clara, State of California, described in Exhibit 1 (Legal Description and Map) attached hereto and incorporated herein by reference, and commonly known as 1700 Embarcadero Road. Not Yet Approved 2 (b) Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby further amended by changing the zoning from the Planned Community (PC-4846) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district for all that real property situated in the City of Palo Alto, County of Santa Clara, State of California, described in Exhibit 2 (Legal Description and Map) attached hereto and incorporated herein by reference, and commonly known as 1730 Embarcadero Road. SECTION 3. The City as the lead agency for the Project, including the zoning map amendments, has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative or Mitigated Negative Declaration. An Initial Study/Mitigated Negative Declaration was prepared in January 2019 for the project and identified potential significant impacts with the implementation of the project. Those impacts can be reduced to a level of less than significant with the incorporation of mitigation measures. On the basis of the whole record before it, that there is no substantial evidence that the project will have significant effect on the environment and that the mitigated negative declaration reflects the lead agency’s independent judgment and analysis. The City of Palo Alto Planning & Community Environment Department is the custodian of these documents. The Negative Declaration was made available for public review beginning March 15, 2019 through April 22, 2019. The City Council approved the Mitigated Negative Declaration on _________________. SECTION 4. This Ordinance shall be effective on the thirty-first (31st) day after its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Deputy City Attorney City Manager Director of Planning and Community Environment Not Yet Approved 3 Exhibit 1 – Legal Description and Map REAL PROPERTY IN THE CITY OF PALO ALTO, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA. DESCRIBED AS FOLLOWS: BEING ALL OF PARCEL 3 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORDED ON JULY 1, 1969 IN BOOK 255 OF MAPS AT PAGE 54 SANTA CLARA COUNTY RECORDS AND A PORTION OF PARCEL 1 AS SHOWN ON THAT CERTAIN RECORD OF SURVEY FILED FOR RECORD ON OCTOBER 22,1967 IN BOOK 229 OF MAPS AT PAGE 24, SANTA CLARA COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE of EAST BAYSHORE ROAD AT THE NORTHWEST CORNER OF SAID PARCEL 3; THENCE ALONG SAID EASTERLY LINE NORTH 16°19’50" WEST, 248.63 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 49°05’08" FOR AN ARC DISTANCE OF 42.84 FEET TO A POINT ON THE SOUTHERLY LINE OF EMBARCADERO ROAD; THENCE ALONG SAID SOUTHERLY LINE NORTH 52°42’10" EAST 251.52 FEET TO THE MOST NORTHERLY CORNER OF THE LANDS OF THE HC INVESTMENT ASSOCIATES LP AS DESCRIBED IN THAT CERTAIN GRANT DEED RECORDED ON JULY 11, 2006 AS DOCUMENT NO. 19010187, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE EASTERLY LINE OF SAID LANDS OF HC INVESTMENT ASSOCIATES LP AND THE EASTERLY LINE OF SAID PARCEL 3, SOUTH 37°17’50" EAST, 341.83 TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 3; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 55°41’07" WEST, 393.67 FEET TO A POINT ON THE EASTERLY UNE OF EAST BAYSHORE ROAD; THENCE ALONG SAID EASTERLY LINE NORTH 16°19’50" WEST, 64.13 FEET TO THE POINT OF BEGINNING AS DESCRIBED IN THAT CERTIFICATE OF COMPLIANCE (LOT LINE ADJUSTMENT- MERGER). RECORDED DECEMBER 17, 2009 AS INSTRUMENT NO. 20544106 OF OFFICIAL RECORDS. FROM: FIRST AMERICAN TITLE REPORT ORDER NO. NCS-840390-SM, DATED MARCH 7, 2017. Not Yet Approved 4 Not Yet Approved 5 Exhibit 2 – Legal Description and Map REAL PROPERTY IN THE CITY OF PALO ALTO, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL ONE: PARCEL 4, AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED JULY 1, 1969 IN BOOK 255, PAGE 54 OF MAPS, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA. PARCEL TWO: AN EXCLUSIVE EASEMENT: 20.00 FEET IN WIDTH FOR THE PURPOSE OF INGRESS AND EGRESS, AS CREATED BY THAT CERTAIN EASEMENT AGREEMENT DATED FEBRUARY 13, 1998 AND RECORDED FEBRUARY 13, 1998. INSTRUMENT NO. 14053158, UPON THE TERMS AND PROVISIONS CONTAINED THEREIN, THE CENTERLINE OF SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED APRIL 29, 1981 IN BOOK 483 OF MAPS, AT PAGE 40, OFFICIAL RECORDS OF SANTA CLARA COUNTY, FURTHER DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF THE AFOREMENTIONED PARCEL 1 (483 M 40), SAID MOST EASTERLY CORNER BEING A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF FABER PLACE 60 FEET IN WIDTH AS SAID RIGHT OF WAY SHOWN ON THAT CERTAIN RECORD OF SANTA CLARA COUNTY; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE ALONG THE ARC OF A 3030.00 FOOT RADIUS CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS, NORTH 52°38'11" EAST THROUGH A CENTRAL ANGLE OF 3°31'03" AN ARC DISTANCE OF 186.02 FEET, TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING SAID SOUTHWESTERLY RIGHT OF WAY LINE. SOUTH 56°06'34" WEST, 4.74 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF 20.00 FOOT RADIUS TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 35°21'55" AN ARC DISTANCE OF 12.34 FEET TO A POINT OF REVERSE CURVATURE, THENCE WESTERLY ALONG A 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 32°01'57", AND ARC DISTANCE OF 11.18 FEET; THENCE SOUTH 52°46'36" WEST, 82.58 FEET; THENCE WESTERLY AND SOUTHERLY ALONG THE ARC ON A 20.00 FEET RADIUS, TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 90°13'34", AN ARC DISTANCE OF 31.49 FEET, THENCE SOUTH 37°26'58" EAST, 0.74 FEET; THENCE SOUTHERLY AND SOUTHWESTERLY ALONG THE ARC OF 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 90°09'21", AN ARC DISTANCE OF 31.47 FEET; THENCE SOUTH 52°42'23" WEST, 181.99 FEET; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE ARC OF A 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 67°04'48" AN ARC DISTANCE OF 23.42 FEET TO A POINT OF REVERSE CURVATURE; THENCE WESTERLY AND SOUTHWESTERLY ALONG ARC OF A 20.00 FOOT RADIUS TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 67°05'02", AN ARC DISTANCE OF 23.42 FEET; THENCE SOUTH 52°42'10" Not Yet Approved 6 WEST 7.16 FEET TO THE WESTERLY LINE OF SAID PARCEL 1 (483 MAPS 40) AND THE SOUTHWESTERLY TERMINUS OF THE DESCRIPTION. THE SIDELINES OF SAID STRIP ARE TO BE SHORTENED OR LENGTHENED TO TERMINATE AT THE EASTERLY AND WESTERLY BOUNDARY LINE OF SAID PARCEL 1 (483 MAPS 40). Not Yet Approved 7 Not Yet Approved 8 Page 1 of 30 ACTION NO. 2019- RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 1700 AND 1730 EMBARCADERO ROAD: SITE AND DESIGN REVIEW, DESIGN ENHANCEMENT EXCEPTION, AND MITIGATED NEGATIVE DECLARATION (18PLN-00186) On , 2019, the City Council of the City of Palo Alto approved the Site and Design Review and a Design Enhancement Exception to allow the demolition of an existing 18,000 square foot vacant restaurant building and a 15,700 square foot Audi service building to allow construction of a two-story, two building 103,984 square foot automobile dealership that combines two brands (Mercedes/Audi). In approving the application, the Council make the following findings, determination and declarations: SECTION 1. Background. A. Lyle Hutson on behalf of Holman Automotive Group, Inc, property owner, has requested the City’s approval of a development project that includes a zone change for 1700 & 1730 Embarcadero from CS (D) & PC to CS(D)(AD); Site and Design Review, and Design Enhancement Exception to allow for the demolition of existing structures and the construction of a two-story automobile dealership with two separate brands (“The Project”). B. 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 and Planned Community (PC) zoning district. 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. C. The Planning and Transportation Commission (Commission) reviewed and recommended approval of the Project on March 27, 2019. The Commission’s recommendations are contained in CMR #9892 and the attachments to it. D. The Architectural Review Board (ARB) reviewed and recommended approval of the Project on June 6, 2019. E. On June 24, 2019, the City Council held a duly noticed public hearing, at which evidence was presented and all person were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures. F. Concurrent with the adoption of this Record of Land Use Action, the City Council Page 2 of 30 adopted an ordinance changing the zoning district of the subject properties to CS(D)(AD). SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative or Mitigated Negative Declaration. An Initial Study/Mitigated Negative Declaration was prepared in January 2019 for the project and identified potential significant impacts with the implementation of the project. Those impacts can be reduced to a level of less than significant with the incorporation of mitigation measures. On the basis of the whole record before it, that there is no substantial evidence that the project will have significant effect on the environment and that the mitigated negative declaration reflects the lead agency’s independent judgment and analysis. The City of Palo Alto Planning & Community Environment Department is the custodian of these documents. The Negative Declaration was made available for public review beginning March 15, 2019 through April 22, 2019. The City Council hereby approves the Mitigated Negative Declaration and incorporates the Mitigation and Monitoring Report attached as Exhibit A into the Record of Land Use. SECTION 3. Site and Design Review Findings. Site and Design Approval is granted by the City Council under Palo Alto Municipal Code Section 18.82.70 for application 18PLN-00186, effective [DATE] and subject to the conditions of approval in Section 6 of this Record: 1. To ensure construction and operation of the use in a manner that will be orderly, harmonious, and compatible with existing or potential uses of adjoining or nearby sites. The project includes sufficient façade articulation and material changes along Embarcadero Road and Bayshore Road. A variety of glass, metal, stucco materials with earth tone and darker colors to a limited extent will make the building complement the surrounding. As conditioned, the project will provide additional variation along the south facing elevations. As conditioned, the project will include a logistics plan to coordinate construction activity and limit disruptions to neighboring properties. Currently two automobile dealerships operate in the area including one that is a part of this project. The surrounding parcels are zoned with the Automobile Dealership combining district that would anticipate additional automobile dealerships in the future. The project is designed to have all of the deliveries and parking occur onsite so that no spillover of activity to the streets or neighboring properties is anticipated. As conditioned, the lighting of the project will not spillover to adjoining areas. 2. To ensure the desirability of investment, or the conduct of business, research, or educational activities, or other authorized occupations, in the same or adjacent areas. The project proposes a business that is allowed in the zoning district and is an established business type in the area. The design of the project complements the other surrounding buildings and does not detract from the use of the Baylands recreational area. A component of the project includes the construction of a bicycle path that would provide a safe connection between the existing bicycle lanes and the Bay Trail. 3. To ensure that sound principles of environmental design and ecological balance shall be observed. Page 3 of 30 The project is consistent with the Baylands design guidelines. Lighting is designed and conditioned to not shine onto the adjacent properties. Windows are designed to avoid bird-strikes. The project will implement green building measures as required by the Palo Alto Municipal Code. 4. To ensure that the use will be in accord with the Palo Alto Comprehensive Plan. The project is consistent with the following Comprehensive Plan Goals and Policies: 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 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. 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. 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. 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. Policy L-5.4 Maintain the East Bayshore and San Antonio Road/Bayshore Corridor areas as diverse business and light industrial districts. Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. Policy L-6.3 Encourage bird-friendly 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. 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. Page 4 of 30 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.] 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. SECTION 4. 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: 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 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. The project proposes an expansion to the existing Audi automobile dealership and a new Mercedes Benz automobile dealership. The project is consistent with the uses described in the Service Commercial land use designation. 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 on land that already has development and is consistent with the surrounding development pattern, including larger buildings and larger street setbacks. Policy L-5.2 Provide landscaping, trees, sidewalks, A bicycle path will be constructed along East Page 5 of 30 Comprehensive Plan Goal/Policy Consistency 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. Bayshore Road and Embarcadero Road. Consistent with the City’s Bicycle and Pedestrian Transportation Plan, the existing bicycle lanes on Geng Road connect to the Bay Trail. The proposed bicycle path would provide a safe connection where one does not exist currently. In front of the project will include a rest area for cyclists with benches and a water fountain. 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 bicycle path will be designed to fit with the character of the surrounding and include a rest area. Landscaping complements the design aesthetic of the Baylands. Policy L-5.4 Maintain the East Bayshore and San Antonio Road/Bayshore Corridor areas as diverse business and light industrial districts. The former restaurant will be demolished and, in its place, a new automobile dealership will operate, which will complement the diverse businesses within the district. The existing Audi dealership will be renovated and expanded. Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. The project uses a variety of materials such as stucco, metal and glass. These materials use bold colors at the base of the buildings and muted colors in a way that is consistent with the surrounding uses and the Baylands Design Guidelines. The 80-foot utility easement along East Bayshore limits the site in design and landscaping, however, these materials complement a design that includes variegated facades. The project’s design provides the appropriate transitions between the site and adjacent buildings. As conditioned, the project will have the appropriate transition to the Baylands. Policy L-6.3 Encourage bird-friendly design. The project includes bird safe glazing for windows and guardrails. 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. Frontages for the project include East Bayshore Road and Embarcadero Road. Both frontages include building facades that provide interest through the use of materials, colors and elevations that include visual relief. Along Embarcadero Road includes a bicycle rest area for uses of the bicycle path. 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 A limited percentage of the overall parking for the project is at the surface level or visible from the streets. Parking is included within the building for the most part. Page 6 of 30 Comprehensive Plan Goal/Policy Consistency 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. 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.]. As proposed, the project will implement a bicycle path along the street frontages. The proposed bicycle path would provide a safe connection where one does not exist currently. This would connect with the overall city bicycle system and the greater Baylands bicycle network. A bicycle rest area is included along the Embarcadero Road frontage. 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. Structured parking is provided for the project. Most of the parking for the project including vehicle inventory is included within the building. The project includes an innovative showroom display system that stacks cars within the building. The project site includes two separate parcels with two separate automobile dealership brands. With the use of cross easements, the site will share some operations and create more operational efficiencies than if they were to stand alone. The use complements the existing automobile dealerships along Embarcadero Road and is a permitted use within the land use district. The project includes a bicycle path along East Bayshore Road and Embarcadero Road that would provide a connection between the existing bicycle lanes and the Bay Trail system. The project includes a limited amount of surface parking, with most of the project’s parking provided in structured parking facilities. This is an unusual design for automobile dealerships because typically there are large surface parking areas associated with these types of uses. The project proposes to deviate from the “build-to-line” setback requirement for East Bayshore Road and Embarcadero Road and the tree shade canopy requirements for parking facilities through the Design Enhancement Exception process. 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. The project includes three driveways (one from East Page 7 of 30 Bayshore Road and two from Embarcadero Road). Vehicular access is provided around the perimeter of the site, allowing for trash pick-up, deliveries and general access around the properties. The driveway in front of the showroom creates a better overall circulation pattern because instead of vehicles being forced onto the roadway, vehicles being serviced or displayed can be moved onsite without ever leaving the site. The Mercedes showroom includes two pedestrian entries (one facing Embarcadero Road and another facing Bayshore Road). The design of the buildings convey they are automobile dealerships and do not appear to portray a different type of use. The entries to the sites are distinctive and attractive with landscaping that is appropriate to the Baylands as well as consistent with the design of the buildings. The site includes outdoor areas with benches for its occupants and visitors. While the street trees along East Bayshore Road are being removed for the bicycle path, the bicycle path provides a separated connection from the street to other areas within the City’s bicycle network. New trees are planted resulting in more trees than the existing condition. The rear of the site is adjacent to the Baylands and the project provides Oak trees along the boundary with the Baylands. Big Leaf Maple trees are also included along the boundary of site adding to the canopy. The rear of the buildings includes flow-through planters placed just below the parapet of the building and will provide some greenery and visual relief as viewed from the Baylands Renzel Trail. Green screens are located on the building to provide additional visual relief and relationship with the Baylands. The site’s large setbacks are consistent with the surrounding development pattern and these setbacks help with the streetscape perception of the massing of the buildings. The project is consistent with the following 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 will provide a new bicycle path along the street frontages. This will include a rest area for cyclists with three benches and a water fountain. The bicycle path will separate the bicyclists from the street lanes for added safety and reduction in conflict points. 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 A request of the project is to have an exception from the “build-to-line” setback along Embarcadero and East Bayshore. Both frontages are impacted by an 80-foot utility easement parallel with East Bayshore that prohibits any building placement or structure/vegetation over 15 feet within the easement area. The area is categorized by large street setbacks. The proposed project’s setbacks are consistent with the surrounding. The design of the building including a façade with visual interest and use of a variety of materials and muted colors. A bicycle path will be constructed along East Bayshore and Embarcadero Road. Consistent with the City’s Bicycle and Pedestrian Transportation Plan, the existing bicycle lanes on Geng Road connect to the Bay Trail. The proposed bicycle path would provide a safe connection where one does not exist currently. In front of the project will include a rest area for cyclists with benches and a water fountain. Page 8 of 30 3. Massing and Setbacks Buildings shall be designed to minimize massing and conform to proper setbacks The project meets the required setbacks or seeks relief from the setbacks to comply with easement requirements and to be consistent with the surrounding properties. Relief is sought for the “build-to- line” setback along Embarcadero Road and given the opportunities and constraints of the site, adherence to the requirement does not create a better project layout. Additionally, the project includes varied materials such as metal, stucco, glass with contrasting colors providing visual interest. The project includes additional glass that reduces the massing. 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 is not adjacent to any residential areas. 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 an outdoor seating area on the ground floor facing East Bayshore Road as well as in front of the building along Embarcadero Road. In addition, the project provides a new bicycle path along the streets and a rest area with benches and a water fountain. 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 two automobile dealerships. Typically, these uses include large parking lot areas. This project provides a limited percentage of overall parking within surface parking areas surrounding the buildings. Multi-level structured parking provides most of the parking for the site. In addition, the project includes an innovative display area for stacked automobiles within the showroom of one of the dealerships. 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 proposed setbacks for the project are consistent with other large sites within the vicinity. The setbacks for the surrounding buildings are large and the buildings are spread out over the site. 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 and be consistent with Cal Green Tier 2. 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 includes two adjacent buildings that would have cross-functionality for two automobile dealerships. The frontages of each building include their own brand identity and the colors and materials used reflect those differences. The buildings are designed to have a commercial frontage Page 9 of 30 along Bayshore road and Embarcadero Road and respect the Baylands at the rear of the buildings. The landscaping chosen ties the buildings to the Baylands and softens the architectural style of the dealerships. The use of bolder colors at the base and muted colors in conjunction with the execution of the mixture of metal, stucco and glass applied to a façade with variegated elevations enhance the building and complements the surrounding. 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.). With an automobile dealership, it is expected that vehicles will be entering and exiting the site providing potential conflicts with pedestrians and cyclists. The site is adjacent to the Baylands which is a large and popular recreational area. The project includes the construction of a new bicycle path along East Bayshore Road and Embarcadero Road. A rest area will also be included along Embarcadero Road. The bicycle path will separate pedestrians and cyclists from the street adding a level of safety and improving sight awareness for users of potential conflict areas such as the driveways. Onsite circulation is provided along the perimeter of the site and includes three loading spaces. Landscaping is provided along the perimeter of the site as well as along the buildings. While the project includes two separate adjacent parcels, the landscape palette is consistent. The location of the 80-foot utility easement limits the amount and the type of landscaping that can be provided along East Bayshore Road and affects a small portion of Embarcadero Road frontage at the intersection where the electric transmission tower is located. 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. Landscaping is provided along the perimeter of the site as well as along the buildings. While the project includes two separate adjacent parcels, the landscape palette is consistent using drought tolerant and regional species. The location of the 80-foot utility easement limits the amount and the type of landscaping that can be provided along East Bayshore Road and affects a small portion of Embarcadero Road at the intersection where the electric transmission tower is located. Vegetation can be no taller than 15-feet. The landscaping palette embraces the Baylands and many of the plants were chose because they were on the Santa Clara Valley Water District approved plant list, bay-friendly rated plant list and other plants from the Santa Clara Valley Urban Runoff Pollution Prevention Program. Specifically, the plants that directly interface with the Baylands are only native species and are complementary of the Baylands, including Oak, Western Red Bud, Deer Grass, native grasses and sedges. The project is consistent with other newer projects that were designed to be consistent with the Baylands Design Guidelines. To minimize the architectural materials and height that faces the Baylands, flow-through planters are placed approximately four feet from the parapet of the rear facades of the buildings. Additionally, green screens are added to the upper portions of the buildings. The landscaping chosen for the base of the buildings emphasize the modern entrances of the buildings. 6. The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. Page 10 of 30 The project is consistent with the City’s Green Building ordinance and will comply with Cal Green Tier 2 requirements. Some examples include: • Electric vehicle parking • Cool roof • Water reduction • Recycled content SECTION 5. Design Enhancement Exception Findings In order for the ARB to make a recommendation of approval, the project must comply with the following Findings for Design Enhancement Exceptions as required in Chapter 18.76.050 of the PAMC. (1) There are exceptional or extraordinary circumstances or conditions applicable to the property or site improvements involved that do not apply generally to property in the same zone district. The project includes two parcels. The parcel with the proposed Mercedes Benz building includes an 80- foot wide utility easement with development constraints below and above ground along East Bayshore Road. The purpose of the easement is to allow for the conveyance of high voltage electric power and stormwater for the region and for the City. Pacific Gas & Electric holds rights to the easement as well as the City. An electric transmission tower is located near the corner of the property. This easement precludes the placement of any building and any structure, as well as limiting vegetation height to 15 feet. Build-to-line Exception East Bayshore Road Adhering to the “build-to-line” setback requirements is not possible for East Bayshore Road. Based on the “build-to-line” requirement along Embarcadero Road, the project would need at least 126 feet of the building to be set near the property line. The site has an approximate 252-foot frontage along Embarcadero Road and therefore would require at least 126 lineal feet of the building to be placed between zero and 10 feet of the property line. The utility easement along East Bayshore causes the building edge to be located approximately 65 feet from the corner of the property at Embarcadero Road and East Bayshore Road because of the shape of the property. The remaining distance between the easement edge and the north property line is 189 feet and that leaves enough distance to meet the requirement. As mentioned previously, it is expected that the primary entrance for customers will be from Embarcadero Road. A driveway cannot be located too close to the intersection and therefore the proposed location is the farthest from the intersection and a safe distance from the existing Audi driveway. The proposed driveway location creates efficiencies for the site because the driveway entry is located adjacent to the property line leading to the service drive within the building that is shared with Audi. Some of the required parking for the project is located within the utility easement along East Bayshore Road and as proposed the project includes a driveway between the Embarcadero Road property line and the building to access this parking lot from the Embarcadero Road entry. The driveway in front of the showroom creates a better overall circulation pattern because instead of vehicles being forced onto the roadway, vehicles being serviced or displayed can be moved onsite without ever leaving the site. Page 11 of 30 SECTION 6. 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, 1730 Embarcadero Road,” stamped as received by the City on May 22, 2019 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. All Department conditions of approval for the project 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. PROJECT EXPIRATION. The project approval shall automatically expire after two years from the original date of approval, if within such two year period, the proposed use of the site or the construction of buildings has not commenced pursuant to and in accordance with the provisions of the permit or approval. Application for a one year extension of this entitlement may be made prior to the expiration. (PAMC 18.77.090(a)). 6. LIGHTING. The owner or designee shall ensure that light does not spill over the property lines from the project. Lighting levels shall be reduced during the nighttime period to security levels (between 10pm and dawn) and consider the current levels of light in the area. 7. BICYCLE PATH REST AREA: As depicted in the project plans, the owner or designee shall construct and maintain the rest area along the Embarcadero Road frontage. 8. 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. 9. DEVELOPMENT IMPACT FEES: Development Impact Fees, currently estimated in the amount of $2,701,625 plus the applicable public art fee, per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. Page 12 of 30 10. 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. 11. MITIGATION MONITORING AND REPORTING PROGRAM. The Mitigation Monitoring and Reporting Program (MMRP) associated with the project and attached here as Exhibit 1 is incorporated by reference and all mitigation measures shall be implemented as described in said document. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. 12. 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. 13. PLANNING COMMISSION CONDITION: The owner or designee shall evaluate migratory patterns affecting the site and if the trees scheduled for removal are found to be recurring nesting sites then the applicant shall ensure the installation of replacement nesting facilities until the replacement trees on the property have matured enough to be used by the birds. 14. ARB APPLICATION REQUIRED: Prior to issuance of a building permit, the applicant shall return to the ARB to address the following issues. This review shall require a new ARB application, subject to application fees and the City’s appeal procedures. • Colors: The project shall adhere to the Baylands Design Guidelines muted colors by providing alternatives to the proposed colors shown to the ARB on June 6, 2019. In particular, black and shiny colors shall be avoided. Use charcoal or a rich brown for darker accents. • GL-2 Parapet: The material should match the transparent qualities depicted in the plans/photos and not the opaque material sample that was presented to the ARB. Special attention should be made to avoid light emission from behind the material. Page 13 of 30 • Street Trees: Add more trees to the base of the building to soften the Bayshore Road side of the building. It was suggested to consider another option instead of the Western Redbud plantings along Bayshore. The alternative trees should provide some shading. • Curb Ramp at Corner: The applicant shall work with City Transportation staff regarding the transition at the Bayshore/Embarcadero Road intersection for the bicycle path. • Green Screen: The project shall keep the same amount of greenery along the building elevations, however, the project should look at other solutions and/or provide details on the screens to ensure they are high quality, can be maintained over time, and better integrated into the project. • Perimeter Landscape: The project should provide at least 10 feet of setback between the carwash and the property line. Demonstrate removal of any existing barbed wire. Building Department 15. Provide an exiting analysis for the second and third/ roof-top floors of the proposed automotive dealership building. Sheets ZA020 – ZA025 were not received in the resubmittal package. • It appears that two (2) exit stair enclosures are provided on the 2nd & 1st floor plans. One of the exit enclosures terminates to the interior of the building. Please clarify how this interior exit stairway will comply with CBC 1028.1 for Exit Discharge. Sheet ZA102 and ZA502 still shows one of the interior stair enclosures opening into the Shop are on the first floor. • If more than one exit is required from the 2nd and 3rd floor, each accessible portion of the space shall be served by the same number of accessible means of egress. Show the locations of the accessible means of egress on the 2nd and 3rd floors. 16. Show the locations of the accessible parking for the employee and customer parking. Sheet ZA003 shows the location of the accessible parking, but sheets ZA105 and ZA106 does not. 17. For new Non-Residential construction of any size, CALGreen Mandatory + Tier 2 requirements are required per PAMC16.14.430, Section A5.106.5.3.3. The following standards apply: • In general. The property owner shall provide Conduit Only, EVSE-Ready Outlet, or EVSE Installed for at least 25% of parking spaces, among which at least 5% (and no fewer than one) shall be EVSE Installed. Please indicate on the plans the location of the EVSE- Ready and EVSE Installed spaces. Sheet ZA100 shows that 269 parking spaces are required. The required installed EVSE parking is 269 x 5% = 13 spaces and the required EVSE ready parking should be 269 x 20% = 54 spaces. Please revise sheet ZA100 for compliance. • Accessible spaces. Projects shall comply with the 2016 California Building Code requirements for accessible electric vehicle parking. Please show the location of the EVSE accessible spaces. (CBC 11B-228.3, 11B-812) Base on CBC Table 11B-228.3.2.1, 1 van accessible EVSE installed and 1 standard accessible EVSE installed spaces are required. Please show compliance on the plans. Page 14 of 30 18. For new Non-Residential construction of any size, CALGreen Mandatory + Tier 2 requirements are required per PAMC16.14.080. Complete a preliminary Green Building Checklist “GB-1 Non- Residential Mandatory Plus Tier 2” sheet and include this sheet with Planning Application package. The GB-1 + Tier 2 sheet can be downloaded from the City’s website address: http://www.cityofpaloalto.org/gov/depts/ds/green_building/compliance.asp On sheet ZA600 for the GB-1 sheet, check the appropriate “Y” or “N” boxes for the Mandatory items and the appropriate “Y” or “N” boxes for the electives to begin preliminary planning to address the Green Building Mandatory plus Tier 2 requirements. Public Works Engineering Department 19. STORM WATER TREATMENT: Applicant will be required to provide an updated third-party certification for the previously permitted and C.3 regulated Audi project at 1730 Embarcadero. A stamped and signed letter confirming they reviewed these plans and find the existing project to still be in compliance with MRP 2.0 Provision C.3 and PAMC 16.11 shall be provided prior to this project’s Building permit and/or Grading Permit issuance. 20. Applicant will be required to provide approval from PG&E for all work proposed within their easements prior to Grading & Excavation Permit issuance or Building Permit issuance. 21. Applicant proposes to relocate the existing storm main running through these properties into the public right of way. This proposal in concept is acceptable to the City but the technical design review will be done through the Street Work Permit process and it is ultimately up to the applicant to verify that this could work. That includes verifying that there are no utility conflicts, make sure that storm drain line would be the same size, at a minimum, flow by gravity and be clear through PGE’s easement. This shall be built by the developer and phased construction so that a storm drain line is always available for flow. This shall be completed to the satisfaction of the Public Works Engineering Department. 22. Applicant will be required to abandon any existing easement where new structure(s) or improvements are proposed and record new easements as requested by the City, and obtain an encroachment permit for all proposed improvements within existing and to remain public utility easements prior to Grading & Excavation Permit issuance or Building Permit issuance. 23. The project currently shows both parcels separate. In doing so this does not allow any cross lot drainage. If cross lot drainage or cross lot use of C.3 stormwater treatment devices is proposed at the building permit stage, subsequent requirements will be required prior to Grading & Excavation Permit issuance or Building Permit issuance. 24. A private access easement will need to be recorded against both properties prior to Grading & Excavation Permit issuance or Building Permit issuance to allow access between two parcels. 25. GRADING & EXCAVATION PERMIT: An application for a grading & excavation permit must be submitted to Public Works when applying for a building permit. The application and guidelines are available at the Development Center and on our website. 26. STORM WATER POLLUTION PREVENTION: The City's full-sized "Pollution Prevention - It's Part of Page 15 of 30 the Plan" sheet must be included in the plan set. The sheet is available here: http://www.cityofpaloalto.org/civicax/filebank/documents/2732 27. SWPPP: The proposed development will disturb more than one acre of land. Accordingly, the applicant will be required to comply with the State of California’s General Permit for Storm Water Discharges Associated with Construction Activity. This entails filing a Notice of Intent to Comply (NOI), paying a filing fee, and preparing and implementing a site specific storm water pollution prevention plan (SWPPP) that addresses both construction-stage and post-construction BMP’s for storm water quality protection. The applicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. Also, include the City's standard "Pollution Prevention - It's Part of the Plan" sheet in the building permit plan set. Copies are available from Public Works at the Development Center. 28. STREET TREES: Show all existing street trees in the public right-of-way. Any removal, relocation or planting of street trees; or excavation, trenching or pavement within 10 feet of street trees must be approved by Public Works' arborist (phone: 650-496-5953). This approval shall appear on the plans. Show construction protection of the trees per City requirements. 29. WORK IN THE RIGHT-OF-WAY: The plans must clearly indicate any work that is proposed in the public right-of-way, such as sidewalk replacement, driveway approach, or utility laterals. The plans must include notes that the work must be done per City standards and that the contractor performing this work must first obtain a Street Work Permit from Public Works at the Development Center. If a new driveway is in a different location than the existing driveway, then the sidewalk associated with the new driveway must be replaced with a thickened (6” thick instead of the standard 4” thick) section. Additionally, curb cuts and driveway approaches for abandoned driveways must be replaced with new curb, gutter and planter strip. 30. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or more of impervious surface. Accordingly, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. 31. At the time of Excavation and Grading Permit submittal: Applicant shall submit the final C.3 certification including a stamped and signed letter from the third party reviewer confirming which documents they reviewed and that the proposed C.3 design is in compliance with MRP 2.0 Provision C.3 and PAMC 16.11 and this C.3 Data Form (http://www.scvurpppw2k.com/pdfs/1112/SCVURPPP_C.3_Data_Form_final_2012.pdf) completely filled out and stamped and signed as approved by the qualified third party reviewer. Applicants will not be allowed to submit for an excavation and grading permit unless those required C.3 certification items are included in the submittal package. 30. STORMWATER MAINTENANCE AGREEMENT: The applicant shall designate a party to maintain the control measures for the life of the improvements and must enter into a maintenance agreement with the City to guarantee the ongoing maintenance of the permanent C.3 storm water discharge compliance measures. The maintenance agreement shall be executed prior to issuance of the building or grading permit. The City will inspect the treatment measures yearly and charge an inspection fee. Page 16 of 30 31. LOGISTICS PLAN: The contractor must submit a logistics plan to the Public Works Department at time of Grading and Building permit issuance that addresses all impacts to the City’s right-of-way, including, but not limited to: pedestrian control, traffic control, truck routes, material deliveries, contractor’s parking, concrete pours, crane lifts, work hours, noise control, dust control, storm water pollution prevention, contractor’s contact, noticing of affected businesses, and schedule of work. This condition shall be restrictive as possible so that traffic conditions at the Embarcadero Road/Bayshore Road intersection are not aggravated during the course of construction. The streets shall not be blocked during peak commute hours. 32. SIDEWALK, CURB & GUTTER: As part of this project, the applicant must all of the existing sidewalks, curbs, gutters or driveway approaches in the public right-of-way along the frontage(s) of the property. The site plan submitted with the building permit plan set must show the extent of the replacement work. The plan must note that any work in the right-of-way must be done per Public Works’ standards by a licensed contractor who must first obtain a Street Work Permit from Public Works at the Development Center. 33. SUBSTANTIAL IMPROVEMENT: The existing structure is located within a Special Flood Hazard Area. If the construction cost of the improvements (remodeling and/or addition) is greater than 50% of the existing value of the structure, then the improvements will be classified as a “substantial improvement” and the existing structure and all new construction will be required to meet the City’s Flood Hazard Regulations. In particular, the finished first floor must be at or above the base flood elevation (BFE). If the project is a “substantial improvement”, then upon submittal for a building permit, the applicant must provide a copy of the FEMA Elevation Certificate showing that the existing finished first floor is at or above the BFE or, if the floor is below the BFE, the plans must show the floor being raised. The plans must include: o The Elevation Certification Submittal Requirements for Construction in the Special Flood Hazard Area form o The BFE on sections, elevations and details o Flood vents, if there is a crawl space o A table calculating the flood vents required and provided o If the crawl space is subgrade, meaning that the bottom of the crawl space is below the adjacent exterior grade on all four sides of the house, then it must be filled in until it is either no longer subgrade or until it is 18” from the floor framing (to meet the minimum CBC requirement) o If the crawl space is still subgrade after filling, then include a sump, pump and outlet pipe to pump flood waters out o The garage slab can be below the BFE, but the garage will then need to be flood vented separately from the house o Notes that all materials and equipment below the BFE are water-resistant Public Works will prepare a flood zone screening form, including a “substantial improvement” screening form, at the Development Center when plans are submitted for a building permit. In order to determine if your project is a “substantial improvement” prior to submitting for a building permit, you can have a preliminary screening performed by Public Works’ staff at the Development Center. Page 17 of 30 34. FLOOD ZONE: The proposed improvements are located within a Special Flood Hazard Area. Accordingly, the proposed construction must meet all of the City’s and Federal Emergency Management Agency’s (FEMA) requirements for construction within a flood zone, such as: the finished bottom floor must be at or above the base flood elevation (BFE); the crawl space (if used) must have flood vents; and all construction materials and equipment below the BFE must be water-resistant. Garage slabs can be below the BFE, but the garage will then need flood vents. See Palo Alto Municipal Code Section 16.52, Flood Hazard Regulations, and our website for more information. The plans must show the BFE on all applicable elevations, sections and details; must include a calculation of the required amount of flood vents; must include the flood vents on the elevations and foundation plan; must note all materials below the BFE as water resistant; and must include the Elevation Certification Submittal Requirements for Construction in the Special Flood Hazard Area form, which is available from Public Works at the Development Center or on our website. Please note that FEMA recently (May 2009) changed the vertical datum of the flood zones. You must use the new vertical datum (NAVD88) on plans submitted for a building permit. 35. Per applicant’s meeting with the City’s Floodplain Administrator, the following flood zone requirements must be shown on Building permit plans: a. The carwash can be below the BFE with appropriate venting but the mechanical area and/or room in the car wash must be elevated above the BFE. b. Any other building structures onsite including the mechanized parking garage must be elevated above the BFE and must follow all other FEMA requirements for structures in a SFHA such as no electrical or mechanical equipment below the BFE. The ramp to the garage can be at the BFE but at a distance of 28.5’ away from the building. c. The elevator shaft can be below the BFE if it is flood-proofed. A flood proofing certificate needs to be submitted for the elevator shaft that is inside the building that is going to be below the BFE. 36. The applicant will be required to resurface the full width (curb to curb) of all adjacent streets along the project frontages. 37. Based on the City’s GIS there may be plume monitoring wells within the project site. Typically these wells are maintained by Santa Clara Valley Water District (SCVWD). The proposed work shall not destroy any of the monitoring well or affect the function and use of these. Contact SCVWD to verify the well location. Plot and label them on the plans and provide notes to protect wells as required by the district. 38. As one of the stormwater treatment devices (SCM-5) proposed for C.3 compliance showed 12” of ponding depth, applicant will need to select plants that can withstand that 12” of ponding. Appendix D of the C.3 Handbook has a list of recommended plants and notes as to whether they can tolerate wet roots or standing water. Public Art 39. If the applicant chooses to pay to the public art fund in–lieu of commissioning art on site, the funds must be received prior to the issuance of a building permit. Page 18 of 30 Water Quality The owner or designee shall address the following prior to building permit issuance. 40. Stormwater treatment measures • Clear, detailed maintenance agreement shall be drafted and approved before occupancy approval. • Installation vendor specs should be followed and provided to city staff. Add this bullet as a note to the building plans. • Shall meet all Bay Regional Municipal Regional Stormwater Permit requirements. • Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook (download here: http://scvurppp-w2k.com/c3_handbook.shtml) for details. Staff from Stormwater Program (Watershed Protection Division) may be present during installation of stormwater treatment measures. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 before installation. Add this bullet as a note to building plans on Stormwater Treatment (C.3) Plan. 41. Bay-friendly Guidelines (rescapeca.org) • Do not use chemicals fertilizers, pesticides, herbicides or commercial soil amendment. Use Organic Materials Review Institute (OMRI) materials and compost. Refer to the Bay-Friendly Landscape Guidelines: http://www.stopwaste.org/resource/brochures/bay-friendly-landscape-guidelines- sustainable-practices-landscape-professional for guidance. Add this bullet as a note to the building plans. • Avoid compacting soil in areas that will be unpaved. Add this bullet as a note to the building plans. 42. Stormwater quality protection • Trash and recycling containers shall be covered to prohibit fly-away trash and having rainwater enter the containers. • Drain downspouts to landscaping (outward from building as needed). • Drain HVAC fluids from roofs and other areas to landscaping. Recycling 43. Recommended refuse service level for this project is as follows: Trash one x 6 cubic yard bin picked up 1 time per week. Recycling one x 6 cubic yard bin picked up 5 times per week. Compost one x 1 cubic yard bin picked up 1 time per week. The site is required to have a trash enclosure. Please refer to trash enclosure guidelines and dimensions (refer to attached documents). a. Trash enclosure must be covered. b. Collection vehicle access (vertical clearance, street width and turnaround space) and street parking are common issues pertaining to new developments. Adequate space must be provided for vehicle access. c. Weight limit for all drivable areas to be accessed by the solid waste vehicles (roads, driveways, pads) must be rated to 60,000 lbs. This includes areas where permeable Page 19 of 30 pavement is used. d. Carts and bins must be able to roll without obstacles or curbs to reach service areas "no jumping curbs" e. Containers must be within 25 feet of service area or charges will apply. f. All service areas must have a clearance height of 20’ for bin service. g. New enclosures should consider rubber bumpers to reduce wear-and-tear on walls. h. All solid waste bins (dumpsters) must be located in a trash enclosure. i. A trash enclosure must be included in the plans. j. Service must be provided for garbage, recycling, and compost. k. All service areas must have a clearance height of 20’ for bin service. Owner/Tenant must maintain all waste containers in a clean and sanitary condition and prevent interference with pedestrian use of the area. Owner/Tenant may not allow waste to pile up around service containers and must work closely with hauler to prevent overflow. All cardboard must be broken down and placed inside the recycle container(s) with the lid(s) closed. Electrical Utilities 44. Comply with CPAU service standards for the location of the pad-mount transformer. Refer to CPAU standard drawing DT-CL-U-1031. 45. Comply with CPAU service standards for the location of the utility meter and service equipment. Refer to Section III of CPAU Service Requirements. 46. Show on the plan a public utility easement (PUE) as it will be required for the transformer and the underground electrical duct bank. 47. Show bollard protection for the pad-mount transformer. 48. Contractor shall obtain permit from the Department of Public Works before digging in the street right-of-way. 49. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The areas to be checked for underground facility marking shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 50. The customer is responsible for installing all substructures (conduits, boxes, and pads) required for the electric service. No more than 270 degrees of bends are allowed in a secondary conduit run. All conduits must be sized according to California Electric Code requirements and no ½” size conduits are permitted. All off-site substructure work will be constructed and no ½” size conduits are permitted. 51. All primary electric conduits shall be concrete encased with the top of the encasement at the depth of 30”. Install a pull box when a conduit run exceeds 500 feet in length or has a total of 180 Page 20 of 30 degree bends. 52. All new underground conduits and substructures shall be installed per City standards and shall be inspected by CPAU underground inspector prior to backfilling. 53. For services larger than 1600 amps, a transitional cabinet as the interconnection point between the utility’s pad-mount transformer and the customer’s main switchgear may be required. Refer to CPAU standard drawing SR-XF-E-1020. The cabinet design drawings must be submitted to the Electric Utility Engineering Division for review and approval. 54. For underground services, no more than four (4) 750 MCM conductors per phase can be connected to the transformer secondary terminals; otherwise, bus duct or x-flex cable must be used for connections to pad-mount transformers. If customer installs a bus duct directly between the transformer secondary terminals and the main switchgear, the installation of a transition cabinet will not be required. 55. The customer is responsible for installing all underground electric service conductors, bus duct, transition cabinets, and other required equipment. The installation shall meet the California Electric Code and the City Standards. 56. Meter and switchboard requirements shall be in accordance with Electric Utility Service Equipment Requirements Committee (EUSERC) drawings accepted by Utility and CPA standards for meter installations. 57. Shop/factory drawings for switchboards (400A and greater) and associated hardware must be submitted for review and approval prior to installing. 58. For 400A switchboards only, catalog cut sheets may be substituted in place of factory drawings. 59. All new underground electric services shall be inspected and approved by both the Building Inspection Division and the Electrical Underground Inspector before energizing 60. The customer shall provide as-built drawings showing the location of all switchboards, conduits (number and size), conductors (number and size), splice boxes, vaults and switch/transformer pads. 61. The follow must be completed before Utilities will make the connection to the utility system and energize the service: • All fees must be paid. • All required inspections have been completed and approved by both the Building Inspection Division and the Electrical Underground Inspector. • All Special Facilities contracts or other agreements need to be signed by the City and applicant. • Easement documents must be completed. Page 21 of 30 Utilities WGW PRIOR TO ISSUANCE OF DEMOLITION PERMIT 62. Prior to demolition, the applicant shall submit the existing water/wastewater fixture unit loads (and building as-built plans to verify the existing loads) to determine the capacity fee credit for the existing load. If the applicant does not submit loads and plans they may not receive credit for the existing water/wastewater fixtures. 63. The applicant shall submit a request to disconnect all utility services and/or meters including a signed affidavit of vacancy. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. FOR BUILDING PERMIT 64. The applicant shall submit a completed water-gas-wastewater service connection application - load sheet per parcel/lot 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, and sewer in fixture units/g.p.d.). The applicant shall provide the existing (prior) loads, the new loads, and the combined/total loads (the new loads plus any existing loads to remain). 65. The owner or designee shall address comments dated February 4, 2019 on four annotated sheets (1700 Embarcadero RR2 C04 01, RR2 C01 03, RR2 C01 02, 1700 RR2 C01 01) by the WGW Utilities Department prior to issuance of a grading permit. 66. 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 laterals and mains 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. 67. 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. 68. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 69. The applicant shall be responsible for installing and 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. Page 22 of 30 70. 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. 71. An approved reduced pressure detector assembly is required for the existing or new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive (a double detector assembly may be allowed for existing fire sprinkler systems upon the CPAU’s approval). reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within five feet of the property line. Show the location of the reduced pressure detector assembly on the plans. 72. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the utilities cross connection inspector is required for the supply pipe between the meter and the assembly. 73. 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 relocation. 74. 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. PUBLIC WORKS URBAN FORESTRY SECTION 75. NEW TREES—PERFORMANCE MEASURES. New trees shall be shown on all relevant plans: site, utility, irrigation, landscape, etc. in a location 10’ clear radius from any (new or existing) underground utility or curb cut. a. Add note on the Planting Plan that states, “Tree Planting. Prior to in-ground installation, Urban Forestry inspection/approval required for tree stock, planting conditions and irrigation adequacy. Contact (650-496-5953).” b. Landscape Plan tree planting shall state the Urban Forestry approved species, size and using Standard Planting Dwg. #604 (root channel sidewalk base) for street trees or those planted in a parking median, and shall note the tree pit dug at least twice the diameter of the root ball. Wooden cross-brace is prohibited. c. Add note on the Planting & Irrigation Plan that states, “Irrigation and tree planting in the right-of-way requires a street work permit per CPA Public Works standards.” d. Landscape plan shall include planting preparation details for trees specifying digging the soil to at least 30-inches deep, backfilled with a quality topsoil and dressing with 2- inches of wood or bark mulch on top of the root ball keeping clear of the trunk by 1- inch. e. Automatic irrigation bubblers shall be provided for each tree. Standard Dwg. #513 shall be included on the irrigation plans and show two bubbler heads mounted on Page 23 of 30 flexible tubing placed at the edge of the root ball. The tree irrigation system shall be connected to a separate valve from other shrubbery and ground cover, pursuant to the City's Landscape Water Efficiency Standards. Bubblers mounted inside an aeration tube are prohibited. 76. All imported soils shall be tested and the results provided to the City for approval before import. Import soil shall be amended with compost per City standards in place of other soil amendments. Street trees require an automatic irrigation/bubbler system and may require tree grates. 77. As part of the project submittal, the applicant will provide a Consulting Arborist review of soil and drainage tests to recommend soil remediation and drainage improvement actions to be rovided or made available thru channeling for (new and existing) trees in the public right of way areas. The City requires adequate rootable soil volume areas for healthy public trees. The volume of rootable soil to be provided per tree is based on the size of the tree at maturity: e. 400 cubic feet of rootable soil volume shall be available per small tree, f. 800 cubic feet per medium-sized tree and g. 1200 cubic feet per large-sized tree 78. 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. 79. 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. 80. TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule 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. 81. 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. 82. BUILDING PERMIT SUBMITTAL- PROJECT ARBORIST CERTIFICATION LETTER. Prior to submittal for staff review, attach a Project Arborist Certification Letter that he/she has; (a) reviewed the entire building permit plan set submittal and, (b) verified all his/her updated TPR mitigation measures and changes are incorporated in the plan set, (c) affirm that ongoing Contractor/Project Arborist Page 24 of 30 site monitoring inspections and reporting have been arranged with the contractor or owner (see Sheet T-1) and, (d) understands that design revisions (site or plan changes) within a TPZ will be routed to Project Arborist/Contractor for review prior to approval from City. 83. 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. 84. The fencing shall contain required warning sign and remain in place until final inspection of the project. 85. 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. 86. OBLIGATION TO MONITOR AND PROTECT NEIGHBORING TREES. Project site arborist will protect and monitor neighboring trees during construction and share information with the tree owner. All work shall be done in conformance with State regulations so as to ensure the long term health of the tree. Project site arborist will request access to the tree on the neighboring property as necessary to measure an exact diameter, assess condition, and/or perform treatment. If access is not granted, monitoring and any necessary treatment will be performed from the project site. GREEN BUILDING 87. Green Building Requirements for Non-Residential Projects. For design and construction of non- residential projects, the City requires compliance with the mandatory measures of Chapter 5, in addition to use of the Voluntary Tiers. (Ord. 5220 § 1 (part), 2013). The following are required for Building Approval: 88. The project is a new nonresidential construction project greater than 1,000 square feet and therefore must comply with California Green Building Standards Code Mandatory plus Tier 2 requirements, as applicable to the scope of work. PAMC 6.14.180 (Ord. 5220 § 1 (part), 2013). The project applicant shall indicate the requirements on the Permit Plans. The submittal requirements are outlined here: www.cityofpaloalto.org/gov/depts/ds/green_building/default.asp. 89. The project is a new building over 10,000 square feet and therefore must meet the commissioning requirements outlined in the California Energy Code section. The project team shall submit the Owner’s Project Requirements (OPR), and Basis of Design (BOD), and Commissioning Plan in accordance with 5.410.2.3. 90. The project is a nonresidential projects exceeding $100,000 valuation and therefore must acquire an Energy STAR Portfolio Manager Rating and submit the rating to the City of Palo Alto once the project has been occupied after 12 months. PAMC 16.14.250 (Ord. 5220 § 1 (part), 2013). The Energy Star Project Profile shall be submitted to the Building Department prior to permit issuance. Submittal info can be found at: https://www.cityofpaloalto.org/gov/depts/utl/business/benchmarking_your_building.asp. Page 25 of 30 91. The project is a nonresidential new construction projects with a landscape of any size included in the project scope and therefore must comply with Potable water reduction Tier 2. Documentation is required to demonstrate that the Estimated Total Water Use (ETWU) fallswithin a Maximum Applied Water Allowance (MAWA) using the appropriate evapotranspiration adjustment factor (ETAF) designated by the prescribed potable water reduction tier. PAMC 16.14.220 (Ord. 5220 § 1 (part), 2013). The project applicant shall indicate the requirements on the Permit Plans. The submittal requirements are outlined on the following site: http://www.cityofpaloalto.org/gov/depts/utl/residents/resrebate/landscape.asp. 92. The project is outside the boundaries of the recycled water project area and is greater than 1,000 square feet and therefore must install recycled water infrastructure for irrigation systems. PAMC 16.14.230 (Ord. 5220 § 1 (part), 2013). The project applicant shall indicate the requirements on the Permit Plans. 93. The project is either new construction or a rehabilitated landscape and is greater than 1,000 square feet and therefore must install a dedicated irrigation meter related to the recycled water infrastructure. PAMC 16.14.230 (Ord. 5220 § 1 (part), 2013). The project applicant shall indicate the requirements on the Permit Plans. 94. The project includes a new or altered irrigation system and therefore must be designed and installed to prevent water waste due to overspray, low head drainage, or other conditions where water flows onto adjacent property, non-irrigated areas, walks, roadways, parking lots, or structures. PA 16.14.300 (Ord. 5220 § 1 (part), 2013). 95. The project includes a new or altered irrigation system and therefore the irrigation must be scheduled between 8:00 p.m. and 10:00 a.m. unless weather conditions prevent it. Operation of the irrigation system outside the normal watering window is allowed for auditing and system maintenance. Total annual applied water shall be less than or equal to maximum applied water allowance (MAWA) as calculated per the potable water use reduction tier. PAMC 16.14.310 (Ord. 5220 § 1 (part), 2013). ). The project applicant shall indicate the requirements on the Permit Plans. 96. The project is a nonresidential new construction project and has a value exceeding $25,000 and therefore must meet Enhanced Construction Waste Reduction Tier 2. PAMC 16.14.240 (Ord. 5220 § 1 (part), 2013). The project shall use the Green Halo System to document the requirements. 97. The project includes non-residential demolition and therefore must meet the Enhanced Construction Waste Reduction - Tier 2. PAMC 16.14.270 (Ord. 5220 § 1 (part), 2013). The project shall use the Green Halo System to document the requirements. 98. The project is a new non-residential structure and therefore must comply with the City of Palo Alto Electric Vehicle Charging Ordinance 5263. The project shall provide Conduit Only, EVSE-Ready Outlet, or EVSE Installed for at least 25% of parking spaces, among which at least 5% (and no fewer than one) shall be EVSE Installed. The requirements shall be applied separately to accessible parking spaces. See Ordinance 5263 for EVSE definitions, minimum circuit capacity, and design detail requirements. PAMC 16.14.380 (Ord. 5263 § 1 (part), 2013) See https://www.cityofpaloalto.org/civicax/filebank/documents/43818 for additional details. Page 26 of 30 The following are required at Post-Construction after 12 months of occupancy. 99. The project is a nonresidential projects exceeding $100,000 valuation and therefore must acquire an Energy STAR Portfolio Manager Rating and submit the rating to the City of Palo Alto once the project has been occupied after 12 months. PAMC 16.14.250 (Ord. 5220 § 1 (part), 2013). Submittal info can be found at: https://www.cityofpaloalto.org/gov/depts/utl/business/benchmarking_your_building.asp. SECTION 7. Term of Approval. 1. Effective Date. The approvals memorialized in this Record of Land Use Action shall be effective on the same date that the accompanying ordinance rezoning the subject properties takes effect. 2. Site and Design Approval. In the event actual construction of the project is not commenced within two years of the date of council approval, the approval shall expire and be of no further force or effect, pursuant to Palo Alto Municipal Code Section 18.82.080. 3. Design Enhancement Exceptions. The time limits for any Design Enhancement Exceptions shall be the same as the time limits for the accompanying design review approval. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Senior Asst. City Attorney PLANS AND DRAWINGS REFERENCED: 1. Those plans prepared by YSM Design titled “Mercedes Benz/Audi of Palo Alto”, consisting of 128 pages, dated May 26, 2019 Page 27 of 30 Exhibit A: Mitigation & Monitoring Reporting Program PROJECT NAME 1700-1730 Embarcadero Road Auto Dealership Application Number 18PLN-00186 Applicant Lyle Hutson 305 North Coast Highway Laguna Beach, CA 92651 Date March 19, 2019 The Draft Mitigated Negative Declaration for the 1700-1730 Embarcadero Road Auto Dealership Project identifies the mitigation measures that will be implemented to reduce the impacts associated with the project. The California Environmental Quality Act (CEQA) was amended in 1989 to add Section 21081.6, which requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to proposed development. As stated in section 21081.6(a)(1) of the Public Resources Code, “... the public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment.” Section 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and/or monitoring requirements, to be enforced during project implementation, shall be defined as part of adopting a Mitigated Negative Declaration. The mitigation monitoring table lists those mitigation measures that would be included as conditions of approval for the project. To ensure that the mitigation measures are properly implemented, a monitoring program has been devised which identifies the timing and responsibility for monitoring each measure. Page 28 of 30 Environmental Impact Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation BIOLOGICAL RESOURCES BIO-1: Light Spillover Minimization On the project boundaries adjacent to the Baylands Nature Preserve, project light sources shall be shielded, directed downward, and focused on the project site, such that light spillover onto the Baylands does not exceed 1.0 foot candle. Applicant Prior to building permit CPA Planning Department BIO-2: Nesting Bird Surveys and Avoidance Construction of the project, shall be prohibited during the general avian nesting season (February 1 – August 31), if feasible. If nesting season avoidance is not feasible, the applicant shall retain a qualified biologist, as approved by the City of Palo Alto, to conduct a preconstruction nesting bird survey of adjacent street trees to determine the presence/absence, location, and activity status of any active nests. The extent of the survey buffer area surrounding the site shall be established by the qualified biologist to ensure that direct and indirect effects to nesting birds are avoided. To avoid the destruction of active nests and to protect the reproductive success of birds protected by the MBTA and CFGC, nesting bird surveys shall be performed not more than 14 days prior to scheduled vegetation clearance and structure demolition. In the event that active nests are discovered, a suitable buffer (typically a minimum buffer of 50 feet for passerines and a minimum buffer of 250 feet for raptors) shall be established around such active nests and no construction shall be allowed within the buffer areas until a qualified biologist has determined that the nest is no longer active (i.e., the nestlings have fledged and are no longer reliant on the nest). No ground disturbing activities shall occur within this buffer until the qualified biologist has confirmed that breeding/nesting is completed and the young have fledged the nest. Nesting bird surveys are not required for construction activities occurring between August 31 and February 1. Applicant or designee/Construction contractor Prior to and during construction CPA Planning Department CULTURAL RESOURCES CR-1: Resource Recovery Procedures. In the event that archaeological or paleontological resources are unearthed during project construction, all earth-disturbing work in the vicinity of the find shall be temporarily suspended or redirected until an archaeologist or paleontologist has evaluated the nature and significance of the find. If the discovery proves to be significant under CEQA, additional work such as preservation in place, archaeological data recovery, and/or paleontological salvage shall occur as required by the archeologist or paleontologist in coordination with City staff and descendants and/or stakeholder groups, as warranted. After the find has been appropriately treated, depending on the nature of the discovery, work in the area may resume. A Native American representative shall be Applicant or designee/Construction contractor During construction CPA Planning Department Page 29 of 30 Environmental Impact Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation retained to monitor mitigation work associated with Native American cultural material. CR-2: Human Remains Recovery Procedures If human remains are unearthed, State Health and Safety Code Section 7050.5 requires that no further disturbance shall occur until the County Coroner has made the necessary findings as to the origin and disposition pursuant to the Public Resources Code Section 5097.98. If the remains are determined to be of Native American descent, the coroner has 24 hours to notify the Native American Heritage Commission. Applicant or designee/Construction contractor During construction CPA Planning Department TCR-1: Unanticipated Discovery of Tribal Cultural Resources In the event that cultural resources of Native American origin are identified during construction, all earth disturbing work within the vicinity of the find must be temporarily suspended or redirected until an archaeologist has evaluated the nature and significance of the find and an appropriate Native American representative, based on the nature of the find, is consulted. If the City determines that the resource is a tribal cultural resource and thus significant under CEQA, a mitigation plan shall be prepared and implemented in accordance with state guidelines and in consultation with Native American groups. The plan would include avoidance of the resource or, if avoidance of the resource is infeasible, the plan would outline the appropriate treatment of the resource in coordination with the archeologist and the appropriate Native American tribal representative. Applicant or designee/Construction contractor During construction CPA Planning Department GEOLOGY AND SOILS GEO-1: Geotechnical Design Considerations The recommendations included in the 2015 Geotechnical Investigation conducted by Romig Engineers, Inc. (Appendix C) related to soil engineering shall be incorporated into the proposed project grading and building plans. The recommendations are related to: Foundation design; Surface improvements; Slabs-on-grade; Retaining walls; Vehicle pavements; and, Earthwork. Applicant or designee Prior to building permit CPA Planning Department NOISE N-1: Car Wash Noise Reduction Prior to operation of the car wash, the project applicant shall implement the following noise reduction measures to ensure car wash noise does not exceed 73 dBA at the nearest property line in order to comply with PAMC Section 9.10.040: Housings or silencers shall be installed on Applicant or designee Prior to building permit CPA Planning Department Page 30 of 30 Environmental Impact Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation the dryers/blower fans. Noise attenuation mats shall be installed on the interior of the car wash tunnel Dryers/blowers shall be installed as far into the tunnel as feasible. TRANSPORTATION/TRAFFIC TRA-1: East Bayshore Road/Embarcadero Road Intersection Improvements The applicant shall construct the following improvements prior to Certificate of Occupancy for the project: Reconfigure the northbound approach from one left-turn and one through/right-turn lane to one left-turn and one all movement lane. Improvements would include a new crosswalk on the north leg, a right-turn overlap phase (right turn arrow) for the southbound East Bayshore to westbound Embarcadero right turn, and a right-turn overlap phase for the eastbound Embarcadero to southbound East Bayshore right turn. Improvements shall occur prior to occupancy clearance. Applicant or designee Prior to occupancy clearance CPA Planning Department TRA-2: Payment of Transportation Impact Fee The applicant shall pay the Citywide Transportation Impact Fee (as updated in 2019) which will fund improvements to the East Bayshore Road/Embarcadero Road intersection to address cumulative plus project conditions impacts. The payment shall be calculated by City of Palo Alto transportation division staff and paid prior to occupancy clearance. Payment of the Transportation Impact Fee would represent the project’s fair share contribution to intersection improvements. Intersection improvements would be either widening the intersection and maintaining signal control or building a roundabout, to be determined by the City at the time of implementation, and shall be designed to ensure the intersection operates at acceptable Level of Service levels under cumulative conditions. Applicant or designee Prior to occupancy clearance CPA Planning Department ATTACHMENT D ZONING COMPARISON TABLE 1700 & 1730 Embarcadero Road, 18PLN-00186 Table 1: COMPARISON WITH CHAPTER 18.16 (CS DISTRICT with AD Combining District) Exclusively Non-residential Development Standards Regulation Required Existing Proposed Minimum Site Area, width and depth None 2.28 acres (MB) 2.54 acres (Audi) 2.28 acres (MB) 2.54 acres (Audi) Minimum Front Yard 0-10 feet to create an 8-12 foot effective sidewalk width (1), (2), (8) 37 feet (MB) 18’-10” feet (Audi) 55-5” (MB) 45’-7” (MB) to the canopy 18’-10” (Audi) Rear Yard None 154 feet (MB) 200 feet (Audi) 33’-9” (MB) 92-8” (Audi) Interior Side Yard None 52 feet (MB) 48 feet/ 8 feet (Audi) 0 feet (MB) 31’-5” (Audi) Left 48’-6” (Audi) Right 5’-0” to carwash Street Side Yard None 87 feet (MB) Not Applicable (Audi) 83’-11” (MB) Min. yard for lot lines abutting or opposite residential districts or residential PC districts 10 feet (2) Not Applicable Not Applicable Build-to-lines 50% of frontage built to Unknown No Build-to proposed setback Embarcadero Road Proposing DEE 33% of side street built to 83’-11” (MB) setback on East Bayshore (Embarcadero) Road (7) 47’-7” (MB) (Bayshore) Max. Site Coverage 50% 20% (43,408 sf) 49% (58,487 SF) MB 46% (45,551 SF) Audi Max. Building Height 50 ft or 35 ft within 150 ft. of a residential district (other than an RM-40 or PC zone) abutting or located within 50 feet of the site 30 feet (MB) 22 feet (Audi Service) 27’-6” (Audi Showroom) 36-43 feet to top of roof deck. 50 feet to top of elevator shaft Max. Floor Area Ratio 0.4:1 18.18.060(e) 0.2:1 (43,408 sf) 0.4:1 Dealership (FAR) 0.2:1 Additional FAR for Automobile Dealership Showrooms on the first floor. 0.09:1 Showroom (MB) 0.4:1 Dealership 0.09:1 Showroom (Audi) (1) No parking or loading space, whether required or optional, shall be located in the first 10 feet adjoining the street property line of any required yard. (2) Any minimum front, street side, or interior yard shall be planted and maintained as a landscaped screen excluding areas required for access to the site. A solid wall or fence between 5 and 8 feet in height shall be constructed along any common interior lot line. (6) The initial height and slope shall be identical to those of the most restrictive residential zone abutting the site line in question. (7) 25 foot driveway access permitted regardless of frontage, build-to requirement does not apply to CC district. (8) A 12 foot sidewalk width is required along El Camino Real frontage Table 1: COMPARISON WITH CHAPTER 18.16 (CS DISTRICT) continued Exclusively Non-residential Development Standards Topic Requirement Proposed Hours of Operation (18.16.040 (b)) Shall be required to obtain a conditional use permit. The director may apply conditions of approval as are deemed necessary to assure compatibility with the nearby residentially zoned property The proposed dealerships will operate between the hours of 6:00 am and 10:00 pm. Outdoor Sales and Storage (18.16.040 (h)) Not Applicable because the site is proposed to be subject to the AD combining district Not Applicable Recycling Storage (18.16.040 (i)) Provide adequate and accessible recyclable collection. Recycling will be provided in the rear of the building 18.16.080 Performance Standards. All development in the CS district shall comply with the performance criteria outlined in Chapter 18.23 of the Zoning Ordinance, including all mixed use development 18.16.090 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 (Off-Street Parking and Loading) for Automobile Dealerships Type Required Proposed at Audi (1730 Embarcadero) Proposed at Mercedes (1700 Embarcadero) Vehicle Parking Automobile Dealership: 1 space per 400 SF Automotive Display: 1 space per 500 SF Surface: 19 2nd Floor: 56 Roof Deck: 128 203 spaces Surface: 13 2nd Floor: 54 Roof Deck: 92 159 spaces Audi Dealership: 123.4 Display: 2.21 MB Dealership: 136.5 Display: 4.45 103,984/400 = 260 3,330/500 = 6.66 Total: 266.66 Bicycle Parking 1/10 employees (Short- term) = 114/10 = 12 7 spaces 8 spaces Loading Space 30,000 – 69,000 sf = 2 spaces Audi: 2 spaces MB: 2 spaces Total: 4 spaces 2 spaces 2 spaces Excerpt from the Palo Alto Municipal Code 18.04.030(a) (57) “Floor area ratio” means the maximum ratio of gross floor area on a site to the total site area. (65) “Gross floor area” is defined as follows: (A) Non-residential & Multifamily Inclusions: For all zoning districts other than the R-E, R-1, R-2 and RMD residence districts, “gross floor area” means the total area of all floors of a building measured to the outside surfaces of exterior walls, and including all of the following: (i) Halls; (ii) Stairways measured at each floor; (iii) Elevator shafts measured at each floor; (iv) Service and mechanical equipment rooms; (v) Basement, cellar or attic areas deemed usable by the director of planning and community environment; (vi) Open or roofed porches, arcades, plazas, balconies, courts, walkways, breezeways or porticos if located above the ground floor and used for required access; (vii) Permanently roofed, but either partially enclosed or unenclosed, building features used for sales, service, display, storage or similar uses; and (viii) In residential districts other than the R-E, R-1, R-2 and RMD residence districts, all roofed porches, arcades, balconies, porticos, breezeways or similar features when located above the ground floor and substantially enclosed by exterior walls. (B) Non-residential & Multifamily Exclusions: For all zoning districts other than the R-E, R-1, R-2 and RMD residence districts, “gross floor area” shall not include the following: (i) Parking facilities accessory to a permitted or conditional use and located on the same site; (ii) Roofed arcades, plazas, walkways, porches, breezeways, porticos, and similar features not substantially enclosed by exterior walls, and courts, at or near street level, when accessible to the general public and not devoted to sales, service, display, storage or similar uses. (iii) In residential districts other than the R-E, R-1, R-2 and RMD residence districts, all roofed porches, arcades, balconies, porticos, breezeways or similar features when located above the ground floor and not substantially enclosed by exterior walls, but not to exceed more than 5% of the site. (iv) For existing structures, minor additions of floor area approved by the director of planning and community environment for purposes of resource conservation or code compliance, upon the determination that such minor additions will increase compliance with environmental health, safety or other federal, state or local standards. Any additional floor area approved shall not qualify for grandfathered floor area in the event the building is later replaced or redeveloped. Such allowable additions may include, but not be limited to, the following: a. Except in the CD District, areas designed for resource conservation, such as trash compactors, recycling, and other energy facilities meeting the criteria outlined in Section 18.42.120 (Resource Conservation Energy Facilities); b. Areas designed and required for hazardous materials storage facilities, disability related access or seismic upgrades. For the purpose of this section disability related upgrades are limited to the incremental square footage necessary to accommodate disability access and shall be subject to the Director’s approval not to exceed 500 square feet per site. Disability related upgrades shall only apply to remodels of existing buildings; and c. Areas designed and required for refuse storage, such as trash, recycling, and compost, when it is the minimum amount needed to comply with current code requirements. The provisions of this subsection (a)(65)(B)(iv) are not intended to and do not allow the removal of a previously approved existing interior refuse storage area. (v) In commercial and industrial districts except in the CD District and in areas designated as special study areas, additions of floor area designed and used solely for on-site employee amenities for employees of the facility, approved by the director of planning and community environment, upon the determination that such additions will facilitate the reduction of employee vehicle use. Such additions may include, but are not limited to, recreational facilities, credit unions, cafeterias day care centers, automated teller machines, convenience stores, and on-site laundry facilities. (C) Low Density Residential Inclusions and Conditions: In the RE and R-1 single- family residence districts and in the R-2 and RMD two-family residence districts, “gross floor area” means the total covered area of all floors of a main structure and accessory structures greater than one hundred and twenty square feet in area, including covered parking and stairways, measured to the outside of stud walls, including the following: (i) Floor area where the distance between the top of the finished floor and the roof directly above it measures seventeen feet or more shall be counted twice; (ii) Floor area where the distance between the top of the lowest finished floor and the roof directly above it measures twenty-six feet or more shall be counted three times; (iii) Carports and garages shall be included in gross floor area; (iv) The entire floor area of a vaulted entry feature that extends above 12 feet measured from grade, whether enclosed or unenclosed, shall be counted twice in the calculation of gross floor area; (v) The footprint of a fireplace shall be included in the gross floor area, but is only counted one time; (vi) All roofed porches, arcades, balconies, porticos, breezeways or similar features when located above the ground floor and more than 50% covered by a roof or more than 50% enclosed shall be included in the calculation. (vii) Recessed porches on the ground floor extending in height above the first floor shall be included once in the calculation. (D) Low Density Residential Exclusions: In the RE and R-1 single-family residence districts and in the R-2 and RMD two-family residence districts, “gross floor area” shall not include the following: (i) Basements where the finished level of the first floor is not more than three feet above the grade around the perimeter of the building foundation, shall be excluded from the calculation of gross floor area, provided that lightwells, stairwells and other excavated features comply with the provisions of Section 18.12.070; (ii) Areas on floors above the first floor where the height from the floor level to the underside of the rafter or finished roof surface is less than 5 feet shall be excluded from the calculation of gross floor area; (iii) Two hundred square feet of unusable third floor equivalent, such as attic space, shall be excluded from the calculation of gross floor area. Provided, there shall be no exclusion of floor area if any portion of the unusable third floor equivalent area has a roof slope of less than 4:12; (iv) Bay windows shall be excluded from gross floor area if the bay structure is located at least eighteen inches above the interior finished floor level, projects no more than two feet from the main building wall and more than 50% of the bay area is covered by windows; (v) Open or partially enclosed (less than 50% enclosed) porches, whether recessed or protruding, located on the first floor, and for R-1 zones porches reaching a height of less than 12 feet measured from grade as set forth in Section 18.12.040(b), shall be excluded from gross floor area, whether covered or uncovered. Recessed porches located on the first floor with a depth of less than 10 feet shall be excluded from the calculation if the exterior side(s) of the porch is open. (vi) Porte-cocheres shall be excluded from the calculation of gross floor area. (vii) For residences designated on the city’s Historic Inventory as a Category 1 through 4 historic structure as defined in Section 16.49.020 any contributing structure within a locally designated historic district, or if individually listed on the National Register of Historic Places or California Register of Historical Resources, the following gross floor area exclusions apply. a. New or existing basement area, including where the existing finished level of the first floor is three feet or more above grade around the perimeter of the building foundation walls; and b. Up to 500 square feet of unusable attic space in excess of five feet in height from the floor to the roof above. All exterior alterations to historic structures shall be subject to the provisions of Chapter 16.49 (Historic Preservation). Additionally, if the structure includes a second story or second story addition, the project shall be subject to the provisions of Section 18.12.110 (Single Family Individual Review). Hello, This is Jin Pi. I represent the owner of 2479 E Bayshore Rd. The proposed new Mercedes/Audi building is adjacent to our property. After reviewing the plans and drawings briefly, we have the following concerns which we hope you can help us address. -Will there be any potential soil pollution with the larger business operation? -We noticed there is a car wash facility right next to the border with our property. We are concerned of potential noise and waste water pollution that comes from the car wash. Any way to mitigate these concerns? -The building can be as high as ~60 feet (48.5 ft+ 11.5 FFE), which is significantly taller than our building. We are concerned of privacy and blocking of our sunlight. -What plans do you have for the fence? Will you put up hedge or have other plans to improve the fence? -What is the floor area ratio? Is it compliant? -Could you please provide a cross section diagram in your property line vs our property line? This would allow us to see what this development will look like when viewing from our property. Among other things, we are curious about the elevation of your driveway vs our driveway. Thank you and look forward to hearing from you. Best Regards, Jin Pi April 2, 2019 Dear Architectural Review Board Members Please note some serious problems with the submitted project plans dated March 25, 2019: 1) THOUSANDS OF SQUARE FEET OF FAR NOT BEING COUNTED: Page 14 shows the automated storage as having (left to right) two aisles of cars, an open aisle, and then one more aisle of cars. But page 32 shows two aisles of cars on each side of the open aisle on the second floor. It appears that the second floor plans on page 16 should show another aisle of cars that would count against the regular 0.4 FAR limit. But no such aisle is there. Being inventory storage that is permanently covered definitely makes it floor area. That it is highly automated and on the second floor above offices and showroom space on the first floor does not exempt it. Correcting for this adds thousands of square feet of regular FAR, putting the Mercedes project considerably over what is legal. 2) "SHOWROOM" SPACES TOO TALL TO QUALIFY: Showroom space can only be 20 feet high, per 18.30(F).050(b). However, the height of the Audi front building is greater. So any area designated as "showroom" on page 13 not under some second floor or mezzanine can't qualify as such. Similar problems apply to the "showroom" areas in the Mercedes building. There is an area labeled as "open to below" on page 16 that has showroom space below it on the first floor. Since the building there is more than 20 feet tall, the first floor space below cannot be showroom either. 3) "SHOWROOM" SPACES BEING USED FOR OTHER PURPOSES: Rule 18.30(F).050(a)(2) excludes "all other uses associated with the automobile dealership" from the showroom designation. The automated inventory storage unit is clearly not eligible. So its turntables and any first floor area through which allow cars to drive between the outside and the storage unit should not be counted as showroom, as those are also being used for inventory access. However, they currently are being counted as showroom on page 14. 4) UTILITARIAN CONRETE WALLS ARE INAPPROPRIATE: The tall rear facade (page 26) of the Mercedes building, the sides and rear of the Audi building, and the rear of the carwash structure are starkly utilitarian. Most of these will be visible from street and trail vantage points and are inappropriate for a site designated as a "gateway" to the scenic Baylands. By contrast, neighboring buildings in the Baylands are well-designed on all sides. This is not a problem to be solved with plantings, which may fail under drought or poor maintenance, but rather with good architecture. 5) BUILDING SIZE DOES NOT MEET BAYLANDS GUIDELINES: Buildings in the Baylands must "preserve the horizon line with low and horizontal elements." The proposed building ranges from 36 to 50 feet in height and is taller than surrounding buildings, so it is clearly not "low." The plans provide no useful context diagrams or massing studies comparing it to other Baylands structures. The building is out of scale, being approximately three times the volume of its immediate neighbors, as the estimate on the next page illustrates. Thank you, Jeff Levinsky Proposed Audi/Mercedes Building is Far Larger Than Its Neighbors Comparison by Building Volume The above estimates are based on city documents, building plans, and site visits. The parcels are similar in size but the above is normalized to the Audi/Mercedes combined parcel size. Although page 5 of the staff report for the April 2019 Planning Commission meeting said, "The project … would not be the largest building in the vicinity (which is the office building to the south)," it does appear to be larger by all of these measures: • Floor Area • Gross square footage • Height • Footprint • Volume (cubic feet) [1] Dear Architectural Review Board Members: The plans and staff report for your June 6 hearing on the Mercedes/Audi project unfortunately continue to reflect inaccurate information. Please consider my attempt to explain the problems: 1) FLOOR AREA: THOUSANDS OF SQUARE FEET OF FLOOR AREA STLIL NOT BEING COUNTED: Board Member Baltay asked at your May hearing about, "the logic in counting the automated vehicle storage system only once for floor area purposes." Planner Sheldon Ah Sing responded: "Say you have, like, a Costco building, and they have high-pile storage of merchandise. You're only going to count the ground floor. You're not going to count the space, the volume in between. And the case here, the cars are merchandise. There are no floors. Therefore, we didn't count those." However, this question-and-answer overlooked that parts of the automated vehicle storage system are not being counted even once for floor area purposes. As the cross-section below indicates, parts of the storage system (on the right) that go from the ground to the roof are counted as one floor. However, the portion above offices and showroom on the ground floor is not counted as a floor at all: Why count part of the storage system as floor area but another part? The Palo Alto Municipal code indicates both parts should count in its definition below: 18.04.030(a)(65) “Gross floor area” is defined as follows: (A) Non-residential & Multifamily Inclusions: For all zoning districts other than the R-E, R-1, R-2 and RMD residence districts, “gross floor area” means the total area of all floors of a building measured to the outside surfaces of exterior walls, and including all of the following: [2] … (vii) Permanently roofed, but either partially enclosed or unenclosed, building features used for sales, service, display, storage or similar uses; The portion not being counted as floor area is permanently roofed and used for storage. So it meets the definition of floor area. You can verify that the vehicle storage area above the offices and showroom is not being counted as floor area by comparing ZA104 ("FAR second floor") with ZA102 ("FAR first floor"). I estimate that this uncounted portion represents about 1,900 sq. ft. Incidentally, the Municipal Code does not exempt second floor storage space normally accessed only by robotic means. Allowing such an exemption will create an extraordinary loophole and enable existing buildings with automated storage to sue the City, claiming they had been treated unfairly and should be entitled to expand. Other buildings could install automated storage units and then claim that area is no longer floor area, enabling them to expand as well. Two more areas of the vehicle storage area are also not being counted as floor area, namely the portions above its two entry ports identified below: [3] Although the plans provide no cross-section for these areas, the video played showed that inventory is stored above the entry ports. So a simplified cross-section is: These areas cannot qualify as single floors some 40 feet high, as the entry ports are designated as "showroom." Municipal Code section 18.30(F).050(b) does not allow the showroom designation for inventory storage or for space taller than 20 feet. So the inventory storage above the entry port must be a separate floor. However, it is not being counted as floor area at all. The two entry ports in total occupy approximately 1,600 square feet of floor area, so that's how much floor area above them is uncounted for these areas. In sum, the three uncounted portions of the building total approximately 3,500 square feet. Once that is added to the building's floor area, the project exceeds its legal FAR. 2) AUDI "SHOWROOM" SPACES TOO TALL TO QUALIFY: As noted above, showroom space can only be 20 feet high. However, the Audi front building is taller than 20 feet. Some areas designated as "showroom" on ZA101 are not under a second floor or mezzanine and thus are as tall as the building, which means they're over 20 feet high and should be counted as regular floor area rather than as showroom. The City has argued that the Audi building is grandfathered. That is true for the building itself, but it doesn't matter. Rather, once the parcel is rezoned as CS(D)(AD) as the applicant requests, it then becomes eligible for the AD showroom exemption. That exemption has no grandfathering provision and treats existing structures the same as new space. Under its rules, any space taller than 20 feet cannot count as showroom. So the portions of the existing Audi showroom taller than 20 feet do not qualify under the new zoning's showroom exemption and must be instead considered as regular floor area. When that space is added to the new floor area the applicant proposes for the site, the project exceeds its FAR limit. You may be told that the existing Audi parcel PC zoning also has a showroom exemption. That's true, but its rules were different and no longer apply once the [4] parcel is rezoned. Only the new AD zoning exemption rules then apply, and given there is no grandfathering rule for showroom exemptions in the Municipal Code, past compliance with the old PC zoning isn't relevant. 3) MERCEDES "SHOWROOM" SPACES TOO TALL TO QUALIFY: The following illustration superimposes the first and second floors of the proposed Mercedes building, showing that some of the building's showroom area has no second floor above it. Since the building there is more than 20 feet tall, the first floor space below cannot be showroom either and should be counted as regular FAR. 4) MASSING: NO PROPER MASSING COMPARISON: Despite prior requests, the plans still provide none of the typical diagrams showing the contextual massing of adjacent buildings, in this case along Embarcadero and East Bayshore. It would be appropriate to also be provided a comparison of the volumes of the proposed and adjacent buildings. We estimate that the proposed structure for the Mercedes parcel is approximately 51% larger in volume than the proposal the City Council rejected for that site as too large in 2016. In other words, rather than responding to Council concerns about scaling the building to the site, the current applicant has gone in the opposite direction. Please also note that the total square footage of the proposed project is not the 84,900 sq. ft. reported in the agenda description but rather approximately 170,000 sq. ft. when exempted covered parking spaces, ramps, service entrances, and aisles are included. Much of that square footage is 20 feet to 43 feet tall. So comparing this building to others based only on floor area is not sufficient. [5] Although page 5 of the staff report for the April 2019 Planning Commission meeting said, "The project … would not be the largest building in the vicinity (which is the office building to the south)," it appears to be significantly larger based on: • Floor Area, • Gross Square Footage, • Height, • Footprint, and • Mass (as measured by volume in cubic feet). Below is our attempt to compare the building to its immediate neighbors by volume. As you can see, it is considerably larger, being more than three times either neighboring building's volume: Comparison by Building Volume Note: The above estimates are based on city documents, building plans, and site visits. The parcels are similar in size but the above is normalized to the Audi/Mercedes combined parcel size. Thank you, Jeff Levinsky With assistance from Karen Holman and David Bubenik Members of the Architectural Review Board RE: 1700 E Embarcadero Road, Mercedes project I write about this project due to it critical and sensitive location in our Baylands and due to its extraordinary size and unique zoning conditions. And to provide criteria critical to your review. I know this is a lot of information, but it is important to see even this amount of City and public effort that has been adopted to assure that our Baylands receive the kinds of projects that respect unique siting. If time restricts ability to read it all, please read the highlighted (bolded) portions that emphasize the importance of the design of this project and your ability to see to an appropriate outcome on this important and sensitive site. Site: This sites at this intersection are identified as the Gateway to the Baylands. Site and Design review, required due to (D) overlay (Bold emphasis added) Code: "Site and design review is intended to consider development in environmentally and ecologically sensitive areas, including established community areas that may be sensitive to negative aesthetic factors…..will be compatible with environmental and ecological objectives, and will be in accord with the Palo Alto Comprehensive Plan.” Bold added for emphasis. AD overlay requirements: (Bold emphasis added) Code: (3) All development in the areas east of the Bayshore Freeway (Hwy. 101) is subject to the Site and Design Review (D) provisions of Chapter 18.30(G) and shall include performance criteria including, but not limited to lighting, noise, and landscaping. All development is subject to the policies and guidelines outlined in the Baylands Master Plan and in the Site Assessment and Design Guidelines for Palo Alto Baylands Nature Preserve. These policies and guidelines include, but are not limited, to: a. Maintenance and, where possible, restoration of the environmental quality of the Baylands; b. Use of materials and colors compatible with the area; c. Design to preserve the horizon line with low and horizontal elements; and d. Fencing and signage compatible with the preserve character of the Baylands. From the Baylands Master Plan (Bold emphasis added) Site and Design Guidelines (page 217) The Site Assessment and Design Guidelines, Palo Alto Baylands Nature Preserve developed in 2005 are intended to be used when designing or reviewing projects located in any part of the Baylands— including projects on privately-owned land. (For more information see “Overall Environmental Quality” chapter.) Page 46: Bold emphasis added Comprehensive Plan policies that are specific to land use in the Baylands include: • Map L-4 defines Embarcadero Road east of Highway 101 as a scenic corridor and identifies the intersection of Embarcadero Road and East Bayshore Road as a “gateway”. • Program T-57 calls for a planting strip and bicycle/pedestrian path [adjacent to Embarcadero Road] that is consistent with the open space character of the Baylands. Page 52: Site and Design Guidelines (Bold emphasis added) The document was prepared to … to be used when designing or reviewing projects located in any part of the Baylands. While the more specific guidelines are primarily applicable to the dedicated parkland, the design principles and concepts should also be applied in the service and commercial areas when designing or reviewing projects for compatibility with the special aesthetic qualities and environmental conditions unique to the Baylands. Page 65: Overall Environmental Quality Policies (Bold emphasis added) The Baylands Master Plan advocates a unification of the Baylands: 1. Recognize and maintain the relationship between the urbanized Embarcadero Road corridor in the northwest and the remaining recreation-oriented three- quarters of the Baylands. Allow no more urban intrusion. Page 216: The design of new or redeveloped buildings and landscaping, particularly northeast of the Bayshore Freeway, should reflect the area’s location near the Baylands. Connections to the nearby Baylands should be strengthened by taking advantage of views and improving bicycle and pedestrian connections to the open space area.” Page 219: 2300 E Bayshore Photo Caption: (Bold emphasis added) “The project at 2300 East Bayshore Road and 2450 Watson Court was approved in 2005. It was the first major project to be reviewed under the new Baylands Site and Design Guidelines criteria and staff worked closely with the developers. The first step was to create a landscape plan suitable the building’s location in the Baylands. The landscape plan includes miniature meandering tidal berms, wood bridges with swaying rope rails, pylon timbers for gateway features, waterways, low horizontal grasses and interpretive signs that describe the real Baylands features to which these landscape effort to achieve the project’s goal of serving as a “gateway building” to the Baylands and meeting the objectives of the Baylands Master Plan. Comment: This project underwent significant review and should be included as part of the context well as the properties across Embarcadero Road from the proposal. And, of course, the Baylands generally as is required to achieve a unified vision. Please read even just the caption above that describes the care given to the 2300 E Bayshore project Page 223: Private Lands Policies “The Baylands Master Plan advocates a unification of the Baylands…” Page 279: Views, Scenic Routes and Gateways (bold emphasis added) ..,. The Baylands Master Plan also includes several recommendations to enhance the park quality of Embarcadero Road as the entrance to the Baylands and to create a gateway experience for visitors to the park. This is consistent with Comprehensive Plan identification of Embarcadero Road as a scenic route and as a gateway to the Baylands at East Bayshore Road. Page 282: (Bold emphasis added) Recognize and maintain the relationship between the urbanized Embarcadero Road corridor in the northwest and the remaining recreation-oriented three- quarters of the Baylands. Allow no more urban intrusion. Page 289: Baylands Master Plan, Privately Owned Lands Policies: (emphasis added) Be sure any future development is consistent with the Comprehensive Plan and continues to receive extensive design review utilizing the Site and Design Review Process and the Site Assessment and Design Guidelines Palo Alto Nature Preserve. Page 291: Policy T-75. “Minimize the negative physical impacts of parking lots....” Lighting: From code 18.23.030 Lighting Requirements: (i) Exterior lighting in parking areas, pathways and common open space shall be designed to achieve the following: (1) provide for safe and secure access on the site, (2) achieve maximum energy efficiency, and (3) reduce impacts or visual intrusions on abutting or nearby properties from spillover and architectural lighting that projects upward. Comment: this project has many sources of lighting that will spillover onto abutting properties and beyond. No upward projecting lighting should be allowed in the Baylands. (iii) Exterior lighting fixtures shall be mounted less than or equal to 15 feet from grade to top of fixture in low activity or residential parking lots and 20 feet in medium or high activity parking lots. (iv) Where the light source is visible from outside the property boundaries, such lighting shall not exceed 0.5 foot-candle as measured at the abutting residential property line. Comment: Light sources in the Baylands should not be visible offsite. Light should be directed downward except where necessary such as at the airport and for airport approach safety purposes. (v) Interior lighting shall be designed to minimize nighttime glow visible from and/or intruding into nearby properties and shall be shielded to eliminate glare and light spillover beyond the perimeter property line of the development. Comment: Interior lighting should be screened to the maximum amount possible as a bird safe element. Glass should incorporate bird safe features. (vii) Lighting of the building exterior, parking areas and pedestrian ways should be of the lowest intensity and energy use adequate for its purpose, and be designed to focus illumination downward to avoid excessive illumination above the light fixture. (viii) Pedestrian and security lighting fixtures should be directed downward. Architectural lighting that projects upward from the ground as used in landscaping, courtyards, or building accent should be directed so as not to affect abutting land uses. (C) Guidelines 1. (i) Unnecessary continued illumination, such as illuminated signs or back-lit awnings, should be avoided. Internal illumination of signs, where allowed, should be limited to letters and graphic elements, with the surrounding background opaque. Illumination should be by low intensity lamps. 2. (ii) Timing devices should be considered for exterior and interior lights in order to minimize light glare at night without jeopardizing security of employees. At the time of project approval the project applicant must demonstrate how interior and exterior lighting sources will be reduced after operating hours or when the use of the facility is reduced. Comment: proposed hours are 6AM to 10PM. That translates to lighting as an impact on animal and bird migration and rhythms. Please require restricted hours and reduced lighting as natural light wanes. Comment: I include the following because the predominant private zoning I the Baylands is ROLM(E) (bold added for emphasis) 18.20.030 (12) Outdoor lighting shall be sufficient to provide illumination and clear visibility to all outdoor areas, with minimal shadows or light leaving the property. The lighting shall be stationary, and directed away from adjacent properties and public rights-of-way. Baylands Master Plant List: It should be used for this and all Baylands projects. Respectfully submitted, Karen Holman Attachment E Project Plans and Initial Study/Mitigated Negative Declaration Hardcopies of project plans and the Initial Study are provided to Board members. These plans and environmental documents are available to the public online and/or by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll to find “1700 Embarcadero Road” and click the address link 3. On this project specific webpage you will find a link to the Project Plans, Initial Study and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4367 City of Palo Alto (ID # 9620) City Council Staff Report Report Type: Action Items Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Authorize issuance of new RFP for phased fiber expansion with the UAC as a public input forum Title: Approval of: (1) the Re-issuance of the Fiber-to-the-Node (FTTN) Request for Proposals to Begin a Multi-phase Fiber Network Expansion to Support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) Systems, and Wireless Communication Technologies for City Staff; and (2) the Sunsetting of the Fiber and Wireless Citizen Advisory Committee (CAC) and Assignment of the Utilities Advisory Commission (UAC) to Assume the Sole Advisory Role as the Public Input Forum for Fiber and Wireless Expansion for Proposed Phases 1 and 2 From: City Manager Lead Department: IT Department Recommendation Staff Recommends that Council approve: 1. The reissuance of a Fiber-to-the-Node (FTTN) Request for Proposals (RFP) to begin a multi- phase fiber network expansion to support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) systems, and wireless communication technologies for City operations. Additional tasks in the reissued RFP (to address AMI, SCADA, and FTTN) will include detailed engineering designs, construction cost estimates and construction bid support services. 2. The assignment of the Utilities Advisory Commission (UAC) to assume the sole advisory role and serve as the public input forum for fiber and wireless expansion initiatives, and the sunsetting of the Fiber and Wireless Citizen Advisory Committee (CAC). Background On August 21, 2017, Council directed staff to engage a management consultant to develop a business case, prepare a high-level network design, evaluate financial models for alternative use cases, and identify potential partners and/or service providers for a municipal-provided FTTN network for fiber and broadband expansion. The motion also included an expansion option to build a citywide Fiber-to-the-Premises (FTTP) network (Staff Report 7616). City of Palo Alto Page 2 Staff issued the original FTTN RFP in June 2018. The City received six responses and interviewed five of the proposers. The proposed cost quotes ranged from a low of $75,000 to a high of $5.5 million. On November 19, 2018, Council approved the City of Palo Alto Utilities Smart Grid Assessment and Technology Implementation plan, including advanced metering infrastructure-based smart grid systems to serve electricity, water and natural gas utility customers (Staff Report 9780). Advanced metering infrastructure (AMI) is a foundational technology that is becoming a standard in the utilities industry and will improve customer experience while enabling City of Palo Alto Utilities to operate more efficiently. The Council encouraged staff to align the FTTN business case and leverage the dark fiber network with the AMI deployment. On January 9, 2019, staff submitted a report to the UAC with the above-noted Staff recommendations, given the new direction stemming from AMI-FTTN alignment, and requested feedback. Commissioners asked questions about the scope of the RFP reissuance and role of the CAC and whether their mission has been completed. The UAC was supportive of reissuing the RFP to align with AMI, including a detailed engineering design, but had mixed opinions on whether the CAC should sunset. Discussion Reissuance of the FTTN RFP to Align Fiber with AMI As noted above, the original FTTN RFP was issued on June 28, 2018, to retain a management consultant for professional services to develop a business case, financial model and design options to build an FTTN network to multiple neighborhood nodes, assess local market conditions, identify potential public-private partnerships, and develop City ordinances that could lower fiber construction costs and incentivize fiber development. The RFP noted that subject to the positive outcome of the above-mentioned tasks, the City would issue a second RFP for preparation of detailed designs and cost estimates for a FTTN network as first phase toward a citywide FTTP network. Considering Council’s acceptance of the Smart Grid and Technology Implementation Plan and direction to staff to align FTTN with the AMI implementation plan, staff now recommends that future fiber network planning employ a fundamental design principle of fully leveraging and expanding the fiber network to support a communications platform for AMI, SCADA systems, emerging Smart City initiatives (e.g. traffic management, smart streetlights, parking garage sensors, data collection) and deployment of City operations wireless technologies dependent on fiber to support Public Safety and Utilities staff working in the field to enhance the delivery of essential City services. For SCADA in particular, fiber is the optimal communication medium because of information security, reliability, transmission speed, and bandwidth capacity (e.g. security cameras). With remote circuit recloser and switchgear, the City will be able to provide maximum continuity of electric services to our customers by reducing the number of homes and businesses impacted by outages. City of Palo Alto Page 3 In addition to AMI and SCADA, the City wants to pursue a comprehensive fiber expansion strategy from an integrated cross-utility perspective. The overall objective of this strategy is to evaluate the feasibility of integrating fiber network expansion into other ongoing utility capital improvement projects and programs, if practical, to fully leverage the City’s fiber asset. This proposed approach can become a springboard for FTTP because the City is adding new telecommunication infrastructure which may reduce the incremental cost to extend fiber to the premises. With a larger and more geographically spread out fiber network, this could incentivize ISPs to form a public-private partnership with the City to deliver broadband and other services. While potentially adding complexity to the path forward, the recommended approach presents a significant and groundbreaking opportunity to integrate FTTP implementation with Palo Alto’s other environmental sustainability goals. As described below, coordination of FTTP with electric and natural gas utility planning enables an integrated approach to strategies such as building electrification and electric vehicle support infrastructure at the scale of neighborhood blocks and potentially entire neighborhoods. Utility planning at this scale enables consideration of viable transitions to all-electric services and potentially termination of natural gas services, should neighborhood-level agreement to pursue conversion be achievable. Potential integrated utilities planning scenarios include: • Electric system underground district conversion projects: As the conversion of overhead utility systems to underground systems occurs, projects may include the installation of new fiber infrastructure, including Fiber-to-the-Premises (“FTTP”). This approach would accelerate CPAU’s underground conversion program by integrating fiber network expansion. • Electric system rebuild projects: The ongoing replacement of underground cables and equipment with new facilities would include the installation of new fiber infrastructure, including FTTP, if feasible. This provides an opportunity for FTTP integration with electrification initiatives at the block and neighborhood scale. For example, this could enable the coordinated installation of fiber with the infrastructure retrofits needed to support in-home electric vehicle charging, kitchen appliances, and water and space heating. • Electric system overhead rebuild: The ongoing replacement of undersized overhead conductors; replacement of wood utility poles, and a combination of both during overhead line rebuilds, include increasing space on the pole for new fiber optic attachments. As with underground facilities, this provides an opportunity for FTTP integration with electrification initiatives at the block and neighborhood scale. • Fiber optics system rebuild: The installation of new aerial duct or substructures (conduit and boxes) and additional fiber backbone cable to increase capacity for sections of the dark fiber ring that are at or near capacity. • Natural gas pipeline replacement: The installation of new natural gas pipelines and the potential abandonment of existing lines will result in the availability of abandoned gas pipe City of Palo Alto Page 4 mains and laterals that can be repurposed for expanded fiber infrastructure, including FTTP. For example, if electrification (complete elimination of natural gas appliances) is accepted by specific neighborhood(s) or area(s), this could result in the abandonment of some gas mains and laterals that can be repurposed for fiber infrastructure. As a practical matter, the integration scenarios described above would result in some neighborhoods being more readily furnished with FTTP than others. While this is the case today and may represent the most cost-effective approach, the results of this work may ultimately require policy decisions by the City Council to pursue incremental buildout with variations based on neighborhood priorities and funding. This may include development of consumer-facing financing options. After discussion with procurement and legal staff, in order to make AMI, SCADA, and City operations wireless communication technologies a primary focus of the fiber optic network expansion strategy, staff recommends reissuing the RFP to combine fiber with the above elements and to contain an expanded scope, including detailed engineering designs, construction cost estimates, and construction bid services. This recommendation is expected to encourage more vendors to bid on the project and may eliminate the need to issue subsequent RFPs for engineering design and construction bid services in the future. Table 1 below summarizes the scope of work of the original FTTN only RFP and the potential tasks for the proposed combined fiber AMI, SCADA, and wireless communications RFP. City of Palo Alto Page 5 Table 1: Comparison of the Scope of Work of the two RFP’s, Original and Proposed (Draft) to be requested from qualified consultants. Phase Original FTTN RFP Proposed (Draft) AMI/SCADA/Wireless RFP 1 • Prepare a business case and financial model for an FTTN model for the city • Prepare an overview of local, state, and federal legal and regulatory issues • Prepare a high level design and cost estimate of a fiber optic communication system for AMI, SCADA, and wireless communications for Public Safety and Utilities 2 • Conduct research and analysis, and provide a plan with regards to public-private partnership models • Provide a high-level scalable FTTN network design • Provide guidance on the approach to a phased buildout of proposed design • Prepare a detailed design and cost estimate for a fiber network as determined after Phase 1 • Prepare bid ready construction drawings and bid package • Assist with the construction bid evaluation • Develop construction standards and methods, and local ordinances • Prepare an overview of local, state, and federal legal and regulatory issues 3 • Perform and provide a local market assessment of service providers including their proposed service upgrades • Evaluate the impact to the City’s fiber plans due to market assessment • Evaluate emerging technologies • Perform a community survey on current satisfaction levels and future interests • Prepare a business case and high level design for future City and community services, and expansion opportunities for commercial dark fiber • Conduct a community survey for FTTP and potentially concurrent buildout of undergrounding and electrification • Conduct market assessment of third party providers • Explore public-private partnerships for FTTP service 4 • Prepare a report addressing: potential City ordinances and impact on broadband expansion and impact on existing Municipal Codes • Prepare a detailed engineering design and construction cost estimate for FTTP • Prepare bid ready construction drawings and bid package • Assist with the construction bid evaluation Fiber and Wireless Citizen Advisory Committee Staff has worked constructively with the Fiber and Wireless Citizen Advisory Committee (CAC) since its appointment by the City Manager in 2014. Notable accomplishments of the CAC include working with staff and a consultant to prepare the 2015 Fiber-to-the-Premises Master Plan and Wireless Network Plan; preparing a Request for Information (RFI) in 2016 for a public- private partnership to build a citywide FTTP network; providing input for the 2018 FTTN RFP, in addition to providing feedback related to Google Fiber. City of Palo Alto Page 6 The Committee’s valuable guidance has been much appreciated. At this time, given the City’s fundamental design principle of fully leveraging and expanding the fiber network to support a communications platform for AMI, SCADA, and wireless communications for Public Safety and Utilities, staff recommends the UAC assume the sole role of advising staff. The original mission of the CAC was to explore the possibilities of citywide FTTP and wireless communications. In contrast to this mission, the City will research potential integrated utilities planning scenarios as noted above, which requires a broader utilities knowledgebase. The overall objective is to evaluate the feasibility of integrating fiber network expansion into other ongoing utility capital improvement projects and programs, if practical, to fully leverage the City’s fiber optic asset. This integrated cross-utility perspective creates a practical rationale for an incremental fiber expansion approach and presents an opportunity for the UAC and City Council to discuss cross-utility funding policies and transition strategies as CPAU deploys AMI smart grid systems to serve electricity, natural gas and water utility customers. The UAC has a wider area of review that covers long range planning of multiple utilities: electric, fiber, gas, wastewater collection and water including AMI deployment, and is best suited to provide recommendations to the Council on the overall aspects of the integrated-utility fiber network expansion. The UAC also provides a forum for wider community participation, outreach and oversight for electric undergrounding, electric system rebuilds, fiber system rebuild, gas main replacement, electrification, fiber, and wireless planning. With the new focus and structure, staff believes the UAC can help accelerate the pace of analysis and decision making on fiber. If the City advances to the broadband market assessment, community survey and analysis of public-private partnership opportunities described above, the City has the option to recommission the CAC to assist. For now, the UAC will effectively facilitate recommendations to the Council and create the best opportunity to efficiently leverage the City’s fiber network with other ongoing utility capital improvement projects and programs such as the AMI implementation plan to expedite fiber network planning, design and construction. Resource Impact Depending on direction from the Council for issuing a Request for Proposal to expedite network planning, design and construction, and to better integrate the fiber network expansion with AMI, SCADA, and City operations wireless communications, staff will work to issue the RFP, evaluate vendor responses and conduct interviews, and return to the Council with recommendations for a contract award. Timeline The estimated timeline for the business case and high-level design is to provide the Utilities Advisory Commission (“UAC”) with some preliminary findings in the 1st quarter of 2020, and a final report with recommendations by the 2nd quarter of 2020. The final report will include presentations before the UAC and City Council at a public meeting. City of Palo Alto Page 7 Policy Implications The fiber and wireless activities are consistent with the Telecommunications Policy adopted by the Council in 1997, to facilitate advanced telecommunications services in Palo Alto in an environmentally sound manner (Reference CMR: 369:97- Proposed Telecommunications Policy Statements). Environmental Review The recommended actions in this staff report are exempt from the California Environmental Quality Act (“CEQA”) under section 15262 (Feasibility and Planning Studies for possible future action). Environmental review will be conducted, if required, prior to implementation of subsequent projects. Attachments: • Attachment A: Fiber and Wireless Citizens Advisory Committee (CAC) • Attachment B: Fiber and Wireless Citizens Advisory Committee (CAC) 2 • Attachment C: Request to disband Fiber and Wireless CAC 1 Brettle, Jessica From:Nancy Krop <nancypta@kroplaw.com> Sent:Saturday, June 8, 2019 4:09 PM To:Council, City Subject:Fiber and Wireless Citizens Advisory Committee (CAC) Dear City Council, Please do not disband the Fiber and Wireless Citizens Advisory Committee (CAC). This group of knowledgeable residents has been advising Staff on, in particular, establishing a city‐wide, municipal Fiber‐optics to the Premises (FTTP) network. Now is not the time to reduce citizen involvement in the City’s decisions on this topic. Please vote against “sunsetting” the CAC. Thank you Nancy Krop Barron Park neighborhood Sent from my iPhone 1 Brettle, Jessica From:Celia Boyle <swcie@yahoo.com> Sent:Saturday, June 8, 2019 10:46 PM To:Council, City Subject:Fiber and Wireless Citizens Advisory Committee (CAC) Dear Palo Alto City Council: It is very important to have knowledgeable residents continue to advise Staff on, in particular, establishing a city-wide, municipal Fiber-optics to the Premises (FTTP) network, Now is not the time to reduce citizen involvement in the City’s decisions. We urge you to please vote against “sun- setting” the CAC. Sincerely, Celia Boyle and Jay Hopkins 788 Barron Avenue Palo Alto 1 Brettle, Jessica From:Ronald Chun <ron_chun@msn.com> Sent:Monday, June 10, 2019 10:45 AM To:Council, City Subject:Request to Disband Fiber and Wireless Citizens Advisory Committee (CAC) CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. I have been advised that the City Staff will be asking to disband the Fiber and Wireless Citizens Advisory Committee (CAC) on June 24th, 2019. The Fiber and Wireless CAC has been advising Staff on, in particular, establishing a city‐wide, municipal Fiber‐ optics to the Premises (FTTP) network. Now is not the time to reduce citizen involvement in the City’s decisions. The input into Fiber and Wireless developments in the City of Palo Alto is important to keep Palo Alto a livable and modern city. By eliminating this committee, this allows City Staff to proceed without resident input, increases the costs of governmental services (hiring of consultants to poll residents ‐ which typically results in biased opinions) and sends the message to the community that City Staff 'knows what's best for the Palo Alto'. Given the state of the city, and its traffic congestion, fights over 'affordable housing', jobs to housing imbalance, we need less City Staff deciding what's best for this city. Ronald Chun, Esq. & CPA Palo Alto Orchards City of Palo Alto (ID # 10466) City Council Staff Report Report Type: Informational Report Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: Potential Purchase of 27,829 Square Feet of 3350 Birch Street Title: Status of the Potential Purchase of 27,829 Square Feet of Vacant Land Adjacent to 3350 Birch Street From: City Manager Lead Department: Administrative Services Recommendation This is an informational report and no Council action is required. Background In Fall 2016, staff learned that a portion of the property owned by Pacific Bell Telephone Company, located at 3350 Birch Street, across a public street from Boulware Park, in the Ventura neighborhood of Palo Alto, would likely be made available for purchase (Report ID # 7987). The property was listed for sale in January 2019 without an asking price and on February 25, 2019, City Council voted unanimously to grant the City Manager authorization to explore, negotiate, and potentially submit an offer to purchase the property (Report ID # 10061). Discussion The City entered into contract on May 17, 2019 to acquire an approximate 27,829 square foot (0.64 acres) portion of the property located at 3350 Birch Street. Pacific Bell will retain the remainder of the property which houses infrastructure for AT&T. The property is bound by Lambert Avenue to the north, Birch Street to the east, Chestnut Avenue to the south, and Ash Street to the west. Boulware Park is a 1.5-acre neighborhood park situated across the street from the southwest corner of the property. The area surrounding the property and Boulware Park is a mix of residential, industrial, and commercial land uses. The property has a Comprehensive Plan Land Use Designation of MISP (Major Institution/Special Facilities) and a Zoning Designation of PF (Public Facility). Acquisition of the property would allow for the expansion of Boulware Park, which could then meet standard neighborhood park acreage and potentially integrate the street right-of-way between the parcels. The property’s location proximate to the North Ventura Coordinated Area Plan study area also enhances potential connectivity with the Fry’s site. The subject property is not located in a “park search area” as defined by the Parks Master Plan; however, it is near two City of Palo Alto Page 2 other park search areas which are the most densely populated areas in Palo Alto. A Phase I Environmental Site Assessment (ESA) was ordered by the City and two preliminary findings resulted: 1) identification that this site was historically occupied by greenhouses for a few decades, and 2) the property is located approximately 400 feet away from the designated margin of a regional groundwater contamination plume associated with the Hewlett-Packard - Varian National Priorities List site. As a result of these findings, staff and the consultant agree a phase II assessment is needed to evaluate the physical environment through testing. Staff is working to begin this phase II ESA and it is anticipated to take up to five weeks to complete. In light of these findings, staff and the seller, Pacific Bell, have agreed to a 60-day extension to September 13, 2019 to complete inspection of the property and proceed with the sale. This additional time will provide for the necessary technical work and potential identification of necessary mitigations. In addition to the ESA, Pacific Bell provided a report that identifies a five-foot-wide water line easement running along near the eastern perimeter of the property that will need to be recorded through escrow. The water line benefits Pacific Bell’s remaining property. However, the City may require the water line to be relocated, at its cost, onto Pacific Bell’s remaining property upon 30 days written notice. Staff is continuing to work through the details of this acquisition and anticipates bringing the final purchase agreement forward for City Council approval in September. City of Palo Alto (ID # 10474) City Council Staff Report Report Type: Informational Report Meeting Date: 6/24/2019 City of Palo Alto Page 1 Summary Title: NVCAP Update Title: Informational Report Regarding the North Ventura Coordinated Area Plan From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends the City Council receive this report regarding the North Ventura Coordinated Area Plan. Discussion This report transmits an update to the City Council regarding the status of the North Ventura Coordinated Area Plan (NVCAP). Additional background information regarding project initiation, goals and objectives, and work effort to date is provided in staff reports1 and available on the project website2. On March 11, 2019, the City Council held a Town Hall meeting to discuss the Ventura neighborhood, which included an update on the NVCAP and a joint meeting with the Council- appointed Working Group. At that meeting, Council provided further direction to staff regarding its expectations on future analysis. Staff has learned since the Town Hall meeting that some Working Group members were disappointed that there was not more opportunity to engage the Council in a discussion about the project. Staff and the Council have subsequently received emails and correspondence noting their concerns and recommendations for possible changes to the process. 1 March 11, 2019 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/69619 2 Project website: https://www.paloaltonvcap.org/ City of Palo Alto Page 2 Also, during the past couple of months, staff has also been engaged in conversations with Perkins+Will, the City’s primary consultant on the NVCAP project, regarding work products, schedules, and billing. Those conversations are continuing, and staff anticipates returning to Council in August to provide an update and to receive direction on anticipated changes in the scope of services, including likely increases in the budget; responses to comments received from the Working Group; and, a revised schedule. Concurrent with this effort, staff is seeking approval from the funding agencies to extend the deadline to complete the NVCAP project. Staff anticipates recent findings regarding the historic significance of the Fry’s building and the City’s interest to explore options to re-naturalize Matadero Creek is sufficient justifications to warrant an extension. Regarding the creek, staff is finalizing a contract for feasibility and costing estimates for open space options; this work is expected to take about 12 weeks once started. The last Working Group meeting was held in April. Staff anticipates re-engaging with the Working Group in late August or September and after contract-related issues have been resolved. City of Palo Alto (ID # 10464) City Council Staff Report Report Type: Informational Report Meeting Date: 6/24/2019 City of Palo Alto Page 1 Council Priority: Transportation and Traffic Summary Title: Informational Report: Parking Work Plan Title: Informational Report on the Parking Work Plan That Prioritizes Implementation of the 35 Recommendations From the Municipal Resource Group (MRG) Parking Study From: City Manager Lead Department: Transportation Recommendation Staff recommends that the City Council receive this informational report containing the tentative Parking Work Plan that prioritizes implementation of the 35 recommendations from the MRG Parking Study. Background On May 13, 2019, the City Manager brought forth a report from the consultant, Municipal Resource Group (MRG), with 35 recommendations related to the Residential Preferential Parking (RPP) Program. The report identified aspects of the program in need of improvement as well as other parking-related items that will be coming forward to the City Council before the end of June 2019. The staff report and the MRG report are available online at: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=64449.69&BlobID=71100. At that meeting, the City Council adopted the following motion: A. Accept the City of Palo Alto Residential Preferential Parking (RPP) Program Review Report by the City’s consultant, Municipal Resource Group (MRG), and direct Staff to return to City Council with a workplan to address the items in the report, including consideration of allocation mechanisms for business permits. B. Use the Planning and Transportation Commission [PTC] as the preferred forum for resident and business community engagement in evaluating the recommendations of the MRG report; C. Direct Staff to continue the proposed RPP district outreach and stakeholder process for Old Palo Alto and Green Acres, in accordance with the Planning and Transportation Commission’s recommended prioritization; and City of Palo Alto Page 2 D. Confirm that modifications to existing RPP districts (e.g., number of permits, etc.) will be put on hold until potential overall program changes are decided. This work plan report addresses Items A and B of the May 13th Council-adopted motion. Staff continues to work on the implementation of the Old Palo Alto RPP in accordance with the Planning and Transportation Commission’s recommended prioritization. Discussion The tentative work plan below organizes the 35 recommendations from the MRG report into a preliminary schedule for staff to work on the recommendations and accounts for the staffing capacity to thoroughly implement the recommendations. Staff will update the schedule and add more specificity to it as staff capacity allows. Some of the recommendations are relatively small and staff has been working on those already. Others require more administrative work, discussion, and policy direction. Those other recommendations are organized in the workplan below in a way that accounts for staff capacity and other priorities over the coming year. The dates in the work plan may change slightly when the new Chief Transportation Official joins the team and prioritizes all assignments for the Office of Transportation staff. The MRG report will be discussed with the Planning and Transportation Commission (PTC) and staff will develop a timeline with the PTC at one of their first meetings after the break in the late summer 2019. It should be noted that the MRG recommendations were organized in buckets in the original report. In this workplan, staff organized the recommendations by Month of Anticipated implementation. Those with no date set yet are at the end. The original MRG report recommendation numbers are referenced for ease of referring back to the MRG report. Parking Work Plan based on the MRG Recommendations: Month MRG Recommendation Status / Notes Who? City of Palo Alto Page 3 Month MRG Recommendation Status / Notes Who? May 2019 3. Engage the Community in Modifications to the Residential Preferential Parking Program –The engagement of the community in making modifications to the Program is imperative and could occur through the Planning and Transportation Commission or, as the City did five years ago, through a working group. To be effective, the City Council should be clear on the effort’s purpose, scope of work, parameters, and schedule. There are nine recommendations in this report that are identified to be referred to the Commission/Group. If a working group is selected, the membership should not exceed 12 individuals. Done: The City Council decided at the May 13, 2019 meeting to refer the 9 work plan items for deeper community engagement discussion to go to the Planning and Transportation Commission (PTC). This parking work plan accounts for those PTC discussions. City Council and PTC June 2019 1. Improve Parking Permit Management System – A contract should be approved to develop, implement, support and maintain a new comprehensive parking permit and citation management system. This contract is expected to be presented to the City Council in FY 2018-19. This report is being brought to City Council for adoption on June 24, 2019. It is a contract with Duncan Solutions for a new parking permit management system. Staff will implement the system over the fall of 2019 with help from the Administrative Services Department. The preliminary goal is for the system to be up and running for a phased parking program release starting in 2020. City Council then staff implementation City of Palo Alto Page 4 Month MRG Recommendation Status / Notes Who? June 2019 4. Increase Staff Resources – The City should add a Parking Manager to the Office of Transportation to meet the existing workload and to manage the improvements needed to move parking services forward. This proposal is expected to be presented to the City Council as part of the Proposed Operating Budget for FY 2019-20. This is proposed in the FY 2020 budget with the request of a new Parking Manager position that can assist with the daily parking operations tasks and also help guide the strategic improvements of the parking program. The Finance Committee advanced this recommendation. The full Council will consider it in the budget adoption on June 17. City Council August 2019 2. Conduct Downtown Parking Operational Study – A contract (amendment) should be approved that provides the information and specific steps needed to move the City forward from a parking program built around a rigid system of pre-paid permits to a program built around the dynamic monitoring of usage and the application of pricing. It would also provide a roadmap to build community support for this effort. This contract is expected to be presented to the City Council in FY 2018-19. This report is being brought to the City Council for adoption in August 2019. It is a contract amendment with Dixon. City Council then staff implementation Fall 2019 5. Amend the National Citizen Survey – To measure the long-term effectiveness of the RPP Program, consider adding a question to the annual National Citizen Survey (Palo Alto Community Survey Supplement) to obtain the opinion of the City’s households (28% of all households) about the Residential Preferential Parking Program. Staff will incorporate this into development of the next National Citizen Survey for Palo Alto. Staff and later City Council City of Palo Alto Page 5 Month MRG Recommendation Status / Notes Who? Fall 2019 21. Process Applications for New Residential Permit Parking Districts – Processing the proposals by the Old Palo Alto Neighborhood and the Green Acre Neighborhood should move forward pursuant to the schedule identified in Chapter 10.50 of the Palo Alto Municipal Code, subject to the availability of adequate resources. Staff is currently doing research and preparing outreach materials for the Old Palo Alto RPP in accordance to the Planning and Transportation Commission’s recommended prioritization. No date set yet on the Green Acres RPP. Staff and later City Council Fall 2019 24. Evaluate Consolidation of Parking Compliance Functions – The consolidation of the parking compliance functions in the Police Department and the Office of Transportation should be evaluated. Transportation staff is preparing an RFP for RPP enforcement services as the existing contract expires in Fall 2019. Initial discussions can occur at that time. Staff and later City Council Begin Fall 2019 6. Update Codes and Guidelines – The following regulations should be updated to reflect the changes in staff authority and responsibility with the establishment of the Office of Transportation (a) Chapter 10.50 of the Palo Alto Municipal Code, and (b) the Residential Permit Parking Administrative Guidelines. This will follow outreach on program revisions. Staff and later City Council Begin Fall 2019 7. Clarify the Downtown Residential Permit Parking District Boundary – Remove the ambiguity in the Resolution that adopted the boundary of the Downtown Residential Permit Parking District that does not appear to include the Downtown commercial area. This will follow outreach on program revisions. Staff and later City Council Begin Fall 2019 16. Improve Process to Purchase Daily Permits – In the near-term, until a paid hourly system is implemented, the purchase of daily permits should be improved in terms of communications with the public, access to pay-on-foot, and multi-day permits. Staff will assess this as a possibility in the implementation of the new parking permit system. Staff City of Palo Alto Page 6 Month MRG Recommendation Status / Notes Who? Begin in Fall 2019 17. Consider Paid Hourly Parking – A plan should be developed to initiate a paid parking program in the City’s garages and lots. A paid parking program could retain the initial three hours’ parking in garages to be free and set a reasonable fee above that time, versus the current jump to $25 after three hours. This recommendation could be incorporated with recommendation #2, above. This is being incorporated into the Dixon contract amendment for Dixon to study and provide an implementation plan to the City related to this. Staff and consultants and then later City Council Begin initial discussions in Fall 2019 27. Establish “Parking Availability Standards” – Parking availability standards should be established for the Downtown, Evergreen Park-Mayfield, and Southgate Residential Permit Parking Districts considering the residents’ perceptions of the impact of parking availability on their quality of life. Changes in the number of employee permits and boundaries of existing RPP districts should be deferred until parking availability standards are approved by the City Council. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC then later City Council Begin initial discussions in Fall 2019 28. Establish Approach to Reduce Employee Parking Permits – Develop a “quid-pro-quo” approach to reduce RPP employee permits where the addition of “employee spaces” in garages and lots triggers the reduction of RPP employee parking permits. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC then later City Council Begin initial discussions in Fall 2019 29. Provide Automatic Renewal for Employee Parking Permits – To avoid the mad dash to obtain a permit at the twice- a-year sale event, the City should consider providing for the automatic renewal of employee parking permits and the ability of applicants to be on a wait list. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC City of Palo Alto Page 7 Month MRG Recommendation Status / Notes Who? Begin initial discussions in Fall 2019 30. Change Payment Schedule for Employee Parking Permits – The six-month pay in advance permit system should be replaced with a monthly payment system that would be more amendable to the parker and provide greater equity for employees whose duration of employment is less than six months. Staff will assess this as a possibility in the implementation of the new parking permit system. Staff Begin initial discussions in Fall 2019 31. Increase Cost of Employee Parking Permits – Consideration should be given to increase the cost of an RPP employee parking permit so that it is greater than the cost of a reserved space in a garage or lot, in order to incentivize parkers to choose off-street parking over on-street parking. At the FY 2020 Budget Hearings in the Finance Committee, the Committee expressed an interest in further discussion of this. Staff will develop a timeline with the PTC in late Summer 2019 and plan to bring the discussion subsequently to City Council. Staff and PTC then later City Council Begin initial discussions in Fall 2019 32. Standardize Cost of Employee Parking Permits – The cost of employee parking permits between the RPP districts should be the same, unless there are extenuating circumstances. The cost of a six-month employee parking permit is $74.50 in the Southgate District; $187.50 in the Evergreen Park-Mayfield District; and $375.00 in the Downtown District. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC then later City Council Begin initial discussions in Fall 2019 33. Change Payment Schedule and Increase Cost of Reduced-Price Parking Permits – The reduced-price parking permit is designed to support low-income employees (e.g. $50,000 or less annual income). When a monthly payment system is available, the cost of the permit should be at least $15.00 per month, which is less than $1 per day for a full-time employee. This amount is less than an outlay of $50 for the current six-month permit, and for some employees may be preferable. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC and then later City Council City of Palo Alto Page 8 Month MRG Recommendation Status / Notes Who? Begin initial discussions in Fall 2019 34. Remove Inconsistences Between Districts – Inconsistencies between Residential Preferential Permit Parking districts should be eliminated, unless there are extenuating circumstances. The inconsistences include, but are not necessarily limited to, the number of resident permits, the cost of resident permits, and the number of single-day permits. Staff will develop a timeline with the PTC in late Summer 2019 Staff and PTC and then later City Council Begin initial discussions in Fall 2019 35. Review Renewal Dates – The renewal dates for residential and employee permits should be reviewed to determine the most efficient schedule for the City to administer that is still convenient for users. Staff will assess this as a possibility in the implementation of the new parking permit system. Staff and PTC In permit renewal cycles 8. Communicate Availability of Employee Parking Spaces – The availability of employee parking permits in underutilized RPP zones should be communicated to employees who have been denied spaces in their preferred zone. Staff In permit renewal cycles 9. Communicate Available Downtown Reserved Parking Spaces – The availability of reserved spaces in the Downtown garages and lots should be communicated to employees who have been denied spaces in their preferred garages or lots. Staff Annual in Spring 25. Review Parking Citation Fees – The fee schedule for parking infractions should be reviewed on a regular basis as part of the Master Fee schedule. Staff will make recommendations for City Council Finance Committee review with the annual budget process. City Council City of Palo Alto Page 9 Month MRG Recommendation Status / Notes Who? Begin after new system in place 18. Change Payment Schedule for Reserved Parking in Garages and Lots – The 3-, 6-, and 12- month pay in advance permit system should be replaced with a monthly payment system that would be more amendable to the parker, and eliminate the accounting associated with the reimbursement of early termination. Staff will assess this as a possibility in the implementation of the new parking permit system. Staff Assuming full staffing, begin late Spring 2020 10. Improve Parking Website – The City of Palo Alto parking website should be updated to ensure it is complete, user- friendly and intuitive. Staff will keep the webpage up to date and will later assess the best options for a potential website redesign. Staff Assuming full staffing, begin late Spring 2020 15. Determine Best Reparking Regulation – Re-evaluate the value of trying to explain to motorists the meaning of the term “Initial” as it relates to the reparking of a vehicle versus the confusion created by the attempt to explain the term, and consider alternatives, such as “No same day reparking.” Staff No date set yet 11. Evaluate “Neighborhood Serving Businesses” – Giving “neighborhood serving businesses” a preference in obtaining employee parking permits should be reviewed by the City Administration to determine its policy, administrative, and legal implications. Staff No date set yet 12. Examine Purchase of Reserved Parking Spaces by Businesses Located Outside of a Business District – The City Administration should determine the ability of employees of a business located outside of a business district that helped to fund a garage, to purchase reserved parking spaces in that garage. Staff City of Palo Alto Page 10 Month MRG Recommendation Status / Notes Who? No date set yet 13. Measure the Performance of Transportation Demand Management Initiatives – The efforts of the Transportation Management Association (TMA) and the City’s Shuttle Service should ultimately result in a reduction in the number of employees and business patrons who would otherwise need parking spaces. Outcome-based performance measures should be designed and utilized to determine the effectiveness of these efforts and to guide the direction of these services. Staff has begun working on the transportation demand management ordinance as referenced during the adoption of the Traffic Impact Fee Ordinance. Staff will also continue to monitor TMA activities. Staff and PTC (for TDM Ordinance) and later City Council No date set yet 14. Evaluate Impact of Shared Rides – Evaluate the existing and potential use of services like Uber and Lyft to reduce the demand for parking as well as the impact on traffic. Staff No date set yet 19. Institute a Performance-Driven System – A performance metric should be established that measures the user’s perception of the quality of service to identify areas where corrective actions are needed, and which is used to take appropriate actions. Staff No date set yet 20. Maintain Integrity of Program – The City should routinely check the qualifications of permittees and the uses of permits. Staff No date set yet 26. Review the Level of Funding Subsidy of the Residential Permit Parking Program – A review of the expenditures and revenues for the Residential Permit Parking Fund should be performed to ensure the level of support from the General Fund is appropriate. City Council City of Palo Alto Page 11 Month MRG Recommendation Status / Notes Who? Hold 22. Treat Requests for Annexations Like Other Requests for Service – The request to annex an area on the west side of El Camino between Stanford Avenue and Park Boulevard into the Evergreen Park- Mayfield RPP District should follow the provisions in the RPP Ordinance and the RPP Administrative Guidelines and should be placed into the backlog of work to be performed by parking services. The Council action on May 13 confirmed that modifications to existing RPP districts will be put on hold until potential overall program changes are decided. N/A Hold 23. Minor Modifications to a Residential Permit Parking District – Because all changes in an RPP district may have unintended consequences and therefore warrant an appropriate level of evaluation, requests for modifications to an RPP district should be placed into the backlog of work to be performed by parking services. Two examples of this type of request include extending the days that parking time limits apply in the Evergreen Park-Mayfield RPP District to include those days games and other major events are held at Stanford University; and extending the duration of the parking time limits in the Downtown RPP zones near the commercial areas to curtail non-permitted employee parking. The Council action on May 13 confirmed that modifications to existing RPP districts will be put on hold until potential overall program changes are decided. N/A Resource Impact Implementing the staff recommendation would involve the use of current staff resources in FY 2019 for community engagement and development of a parking work plan. The FY 2020 Proposed Operating Budget includes the addition of a Parking Manager (Transportation Programs Manager) that will be funded by the appropriate parking funds and will be a critical resource for advancing this work plan. Though it will take time to reorganize and scale all of the parking activities that will come in a parking work plan as a result of this report, the benefits to staff, customer service, public relations and the sustainability of the City’s parking programs will be very significant. City of Palo Alto Page 12 Environmental Review The proposed actions are not a project under the California Environmental Quality Act (CEQA).