Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2019-11-18 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, November 18, 2019 Regular Meeting Council Chambers 6:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Closed Session 6:00-7:00 PM 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) Agenda Changes, Additions and Deletions City Manager Comments 7:00-7:10 PM Oral Communications 7:10-7:25 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Minutes Approval 7:25-7:30 PM 2. Approval of Action Minutes for the October 28, 2019 Council Meeting 2 November 18, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Consent Calendar 7:30-7:35 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 3.Approval of Contract Number C20176139 With Precision Engineering, Inc. in the Amount of $2,040,841 for Wastewater Collection System Rehabilitation/Augmentation Project 29 (WC-16001) in the Charleston Meadows Neighborhood; and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed $204,084, for a Total Not-to-Exceed Amount of $2,244,925 4.Approval of Amendment Number 4 to Contract Number S17166441 With Page and Turnbull for Historic Planning On-call Services to Extend the Contract Term to October 2021 and Increase the Contract Limit by $50,000 for a Total Not-to-Exceed Amount of $134,500 5.Approval of Amendment Number 3 to Contract Number C14152163 With Townsend Public Affairs for State Legislative Advocacy to Extend the Term for two Additional Years and add $204,000 for a Total Not-to-Exceed Amount of $799,000 6.Policy and Services Committee Recommends the City Council Accept Status Updates of Audit Recommendations on: 1) Electric Substructure Contract Oversight, 2) the Cross Bore Inspection Contract, and 3) Water Meter Billing Accuracy 7.Adoption of a Resolution Authorizing City Participation in the California Electric Vehicle Infrastructure Project (CALeVIP) to Obtain $1 Million in Grant Funding for Electric Vehicle Charger Rebates and to Provide $1 Million in Additional Matching Funds for Electric Vehicle Charger Rebates; and Authorizing the City Manager or City Manager Designee to Execute Implementing Agreements and Documents for Participation in the Project 8.Approval of a Blanket Purchase Order With TMT Enterprises, Inc. for Construction Material/Debris Hauling and Disposal Services in a Not-to-Exceed Amount of $5,561,930 for a term up to Five Years 9.Adoption of two Resolutions to Execute Clean a Water State Revolving Fund (SRF) Financial Assistance Application and Agreement if Awarded; and to Designate the Amount of Project Expenditures to be Reimbursed by SRF Proceeds for the Advanced Water Purification System, 1 MGD Project, at the Regional Water Quality Control Plant (WQ-19003) Q&A Q&A Q&A Q&A 3 November 18, 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.Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting January 13, 2020 for a Public Hearing for Objections to Proposed Weed Abatement 11.Approval of Modification to the 1050 Page Mill Road Mitigation Monitoring Program to Extend the Time for Completion of Traffic Mitigation Measures for Intersection Improvements on Page Mill Road at Hanover Street and Hansen Way to Allow Coordination With County Proposed Improvements 12.Approval of Amendment Number 3 to Contract Number C19172281 With Municipal Resource Group (MRG) to Increase the Maximum Compensation by $50,000 for a Total Not-to-Exceed Amount of $250,000 for Transportation Support and Professional Development Services 13.Approval of a Budget Amendment in the General Fund for Amendment Number 2 to Contract Number C18171717 With Perkins + Will to Provide Professional Services Related to the Preparation of the North Ventura Coordinated Area Plan (NVCAP) 14.SECOND READING: Adoption of an Ordinance Amending Section 21.20.301 (Flag Lots) of Chapter 21.20 (Design) of Title 20 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code (FIRST READING: October 28, 2019 PASSED: 5-0 DuBois, Filseth Absent) 15.SECOND READING: Adoption of Eight Ordinances That Repeal and Adopt Various Sections of the Palo Alto Municipal Code Related to the 2019 California Building Code Update and Proposed Local Amendments (FIRST READING: November 4, 2019 PASSED: 7-0) 16.Selection of Applicants to Interview for the Historic Resources Board, the Parks and Recreation Commission, and the Planning and Transportation Commission Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:35-8:35 PM 17.Approval of the Addendum to the 2015 Environmental Impact Report for the City of Palo Alto Recycled Water Program; and Approval of an Agreement Between the City of Palo Alto, the City of Mountain View, and the Santa Clara Valley Water District to Advance Resilient Water Reuse Programs in Santa Clara County, Including Funding for an Advanced Water Purification Facility in Palo Alto, a Long-term Transfer MEMO MEMO Q&A Q&A 4 November 18, 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. of Effluent from the Regional Water Quality Control Plant to Valley Water, and Related Commitments 8:35-9:45 PM 18.Approval of Construction Contract Number C20174550 With Granite Construction Company in the Amount of $13,844,921 for the Highway 101 Pedestrian/Bicycle Overpass Project, Capital Improvement Project (PE-11011); Approval of Contract Number C20185214 With Zoon Engineering in the Amount of $1,704,851 to Provide Construction Management Services; Approval of a Grant Agreement With the County of Santa Clara for Grant Funding; and Approval of a Budget Amendment in the Capital Improvement Fund 9:45-10:30 PM 19.Colleagues' Memo From Council Members DuBois and Kou and Potential Adoption of an Urgency Ordinance to Provide Just Cause Eviction Protections to Tenants Until California State Assembly Bill 1482 Takes Effect on January 1, 2020 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 5 November 18, 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 Standing Committee Meetings Sp. Finance Committee Meeting November 19, 2019 Sp. City/School Liaison Committee Meeting November 21, 2019 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Public Letters to Council November 11, 2019 Set 1 November 18, 2019 Set 1 Set 2 Set 3 Sp. Policy & Services Committee Meeting November 12, 2019 CITY OF PALO ALTO OFFICE OF THE CITY CLERK November 18, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the October 28, 2019 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 10-28-19 DRAFT Action Minutes (DOCX) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 4 Special Meeting October 28, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:19 P.M. Present: Cormack, Fine; Kniss arrived at 7:28 P.M., Kou, Tanaka Absent: DuBois, Filseth Study Session 1. Study Session With Assembly Member Marc Berman. NO ACTION TAKEN Closed Session 2. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Application From the International Association of Fire Fighters (IAFF), Local 1319, for Leave to sue in quo warranto Attorney General Case No. LA2019103723 Authority: Government Code Section 54956.9(d)(2). MOTION: Council Member Cormack moved, seconded by Council Member Tanaka to go into Closed Session. MOTION PASSED: 4-0 DuBois, Filseth, Kniss absent Council went into Closed Session at 6:03 P.M. Council returned from Closed Session at 7:00 P.M. Vice Mayor Fine announced no reportable action. Agenda Changes, Additions and Deletions MOTION: Vice Mayor Fine moved, seconded by Council Member Cormack to hear Agenda Item Number 6A, “Approval of Amendment Number 1 to the Facilities Agreement Between the City of Palo Alto and the Friends of the Palo Alto Junior Museum and Zoo…”, after Agenda Item Number 9, to become Agenda Item Number 9A. MOTION PASSED: 4-0 DuBois, Filseth, Kniss absent DRAFT ACTION MINUTES Page 2 of 4 City Council Meeting Draft Action Minutes: 10/28/2019 Consent Calendar MOTION: Council Member Cormack moved, seconded by Vice Mayor Fine to approve Agenda Item Numbers 3-6. 3. Approval of Amendment Number 2 to Contract Number C18172676 With Dixon Resources to Extend the Term to June 2020 and Revise the Scope of Work for Parking Project Support With no Additional Costs. 4. Policy and Services Committee Recommends the City Council Accept the Nonprofit Service Agreements Audit. 5. Approval of Amendment Number 4 to Contract Number C15155208B With Mead & Hunt, Inc., and Approval of Amendment Number 7 to Contract Number C15155208A With C&S Engineers, Inc. for Contract Extensions to Complete Phase II of the Airport Apron Reconstruction Capital Improvements Program Project (AP-16000). 6. Resolution 9863 Entitled, “Resolution of the Council of the City of Palo Alto Approving an Updated Standard Form Master Renewable Energy Certificate (REC) Purchase and Sale Agreement, Approving Master REC Agreements With two Counter-parties, and Modifying the Approval Process for Future Individual REC Master Agreements, Thus Amending Section 2 and Recital J of Resolution Number 9652 (Continued From October 7, 2019).” 6A. Approval of Amendment Number 1 to the Facilities Agreement Between the City of Palo Alto and the Friends of the Palo Alto Junior Museum and Zoo, and Budget Amendments in the Capital Improvement Fund and Community Center Impact Fund. MOTION PASSED: 4-0 DuBois, Filseth, Kniss absent Council took a break at 7:17 P.M. and returned at 7:28 P.M. Action Items 7. Policy and Services Committee Recommends the City Council Accept the Auditor’s Office Quarterly Report as of June 30, 2019. MOTION: Council Member Cormack moved, seconded by Council Member Kniss to Accept the Auditor’s Office Quarterly Report as of June 30, 2019. MOTION PASSED: 5-0 DuBois, Filseth absent DRAFT ACTION MINUTES Page 3 of 4 City Council Meeting Draft Action Minutes: 10/28/2019 8. PUBLIC HEARING / QUASI-JUDICIAL. 874 Boyce Avenue [18PLN-00030]: Adoption of an Ordinance Amending Chapter 20.21 of Title 21 of the Palo Alto Municipal Code to Allow the Creation of a Flag Lot Where the Residence on the Front Portion of the Existing lot to be Subdivided Would be Protected Under an Historic Covenant; and Approval of a Preliminary Parcel Map to Create two Lots With an Exception Allowing: 1) a Narrower Than Standard Front lot in the R-1 Zone District (Single-family Residential); and 2) a 28-foot Longer Access Easement Than the 100-foot Long Easement Allowed Without Exception. Environmental Assessment: Exempt From the Provisions of the California Environmental Quality Act (CEQA) Pursuant to Guidelines Section 15308 (Protection of the Environment) and 15332 (Infill Development). Public Hearing opened at 7:47 P.M. Public Hearing closed at 7:51 P.M. MOTION: Council Member Kniss moved, seconded by Council Member Cormack to: 1. Find the project exempt from the provisions of the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15308 (Protection of the Environment) and 15332 (Infill Development); 2. Adopt the proposed Ordinance amending Title 21 (Subdivisions and Other Divisions of Land), Chapter 21.20 (Design), Section 21.20.301 (Flag Lots) of the Palo Alto Municipal Code (PAMC); and 3. Approve the Preliminary Parcel Map with Exceptions based on findings and subject to conditions of approval included in the Draft Record of Land Use Action. MOTION PASSED: 5-0 DuBois, Filseth absent Action Items 9A. (Former Agenda Item Number 6A) Approval of Amendment Number 1 to the Facilities Agreement Between the City of Palo Alto and the Friends of the Palo Alto Junior Museum and Zoo, and Budget Amendments in the Capital Improvement Fund and Community Center Impact Fund. DRAFT ACTION MINUTES Page 4 of 4 City Council Meeting Draft Action Minutes: 10/28/2019 MOTION: Vice Mayor Fine moved, seconded by Council Member Cormack to approve Amendment Number 1 to the Facilities Agreement Between the City of Palo Alto and the Friends of the Palo Alto Junior Museum and Zoo, and Budget Amendments in the Capital Improvement Fund and Community Center Impact Fund. MOTION PASSED: 5-0 DuBois, Filseth absent Rail Communications Update 9. Update From the Expanded Community Advisory Panel (XCAP) and Potential Community Engagement Efforts Planned. NO ACTION TAKEN Adjournment: The meeting was adjourned at 9:30 P.M. City of Palo Alto (ID # 10125) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Sanitary Sewer Rehabilitation Project 29 Title: Approval of Contract Number C20176139 With Precision Engineering, Inc. in the Amount of $2,040,841 for Wastewater Collection System Rehabilitation/Augmentation Project 29 (WC-16001) in the Charleston Meadows Neighborhood, and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed $204,084, for a Total Not-to-Exceed Amount of $2,244,925 From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or their designee to execute the attached contract C20176139 (Attachment A) with Precision Engineering, Inc. in an amount not-to-exceed $2,040,841 for the Wastewater Collection System Rehabilitation/Augmentation Project 29 (WC- 16001) capital improvement project in the Charleston Meadows neighborhood. 2. Approve and authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with Precision Engineering, Inc. for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $204,084 or 10% of the contract amount. The total not-to-exceed amount is $2,244,925, which includes contract amount of $2,040,841 and a 10% contingency of $204,084. Background This project is part of the Council approved Capital Improvement Program designed to ensure reliable wastewater services for the City of Palo Alto residents and customers, implementing high-priority rehabilitation, augmentation, and lateral replacement work which reduces inflow of rainfall and groundwater into the collection system. Through Wastewater Capital Improvement Project 17 (Cleaning and Video Inspection of the Collection System) staff City of Palo Alto Page 2 identified the Charleston Meadows neighborhood as needing rehabilitation. The planned areas are prioritized based on system maintenance needs, the 2004 Wastewater Master Plan, the Public Works street paving program, and the goals of the Sanitary Sewer Management Plan. Discussion Project Description The scope of this contract includes replacement of approximately 8,972 linear feet of sanitary sewer mains of various sizes and replacement/rehabilitation of 41 sewer manholes in the Charleston Meadows neighborhood. The existing Vitrified Clay Pipe (VCP) mains will be replaced with High Density Polyethylene (HDPE) pipe. In addition, 154 existing City-owned sewer service laterals and cleanouts will be replaced with new 4” and 6” HDPE service laterals and cleanouts. All new service laterals will be installed from the new sewer main (usually located in the street) to the new sewer cleanouts (located in the City’s right-of-way, usually in a planting strip or behind the sidewalk). Any landscaping that may be removed as part of the work will be restored in kind when construction is completed. In order to minimize disruption during construction, work will generally be performed from 8:00 AM to 5:00 PM, Monday through Friday. No construction work will be allowed during the two-week period between December 23, 2019 and January 3, 2020. The construction period for each location will vary depending on the extent of work to be done; residents can expect construction in their area to last a minimum of one month. Bid Process On August 16, 2019, the City posted a notice inviting formal bids (IFB) for the Wastewater Collection System Rehabilitation/Augmentation Project 29 at the City’s electronic procurement system, PlanetBids. The bidding period was 27 calendar days. Four contractors submitted bids on September 12, 2019 as listed on the attached Bid Summary (Attachment B). Bid Name/Number Sanitary Sewer Rehabilitation Project 29, CIP WC- 16001, IFB Number 176139 Proposed Length of Project 80 working days Number of Bids Mailed to Contractors 0 (electronic documents were available in PlanetBids) Number of Bids Mailed to Builder’s Exchanges 0 Total Days to Respond to Bid 27 Pre-Bid Meeting? Yes (Non-Mandatory) Number of Company Attendees at Pre-Bid Meeting 4 Number of Bids Received: 4 Bid Price Range $2,040,841 to $3,880,774 *Bid summary provided in Attachment B. Staff has reviewed the submitted bids and recommends that the bid of $2,040,841 submitted City of Palo Alto Page 3 by Precision Engineering, Inc. be accepted and that Precision Engineering, Inc. be declared the lowest responsible and responsive bidder. The bid is approximately 17 percent below the staff engineer's estimate of $2,450,186. The contingency amount of $204,084, which equals 10 percent of the total contract, is requested for additional unforeseen work that may develop during the project. Additional work is common with construction projects because during construction there may be previously unknown obstructions and ground conditions that require changes in how construction will proceed, leading to change orders that may create additional costs. A contingency fund is necessary to prevent significant delays in the project to handle these unforeseen conditions, which could otherwise result in longer road closures and disruptions. Any unspent contingency funds are returned to reserves at the end of the project. Staff confirmed with the Contractor's State License Board that Precision Engineering, Inc. has an active license on file. Staff checked references provided by Precision Engineering, Inc. for previous work performed and received positive feedback from other agencies. Staff also confirmed that Precision Engineering, Inc. is registered and in good standing with the Department of Industrial Relations (DIR). In addition, Precision Engineering, Inc. has contracted with the City in the past on Utilities Department projects and has demonstrated the knowledge and ability needed to complete this project (SSR 29) on schedule and within budget. Resource Impact Funds for this project ($2,040,841) and the contingency amount of ($204,084) are available in the FY 2020 Adopted Capital Budget for WC-16001, Wastewater Collection System Rehabilitation/Augmentation Project 29. Summary of Project Costs for WC-16001 Pre-Design/Design Costs $48,320 Construction Costs $2,040,841 10% Contingency $204,084 Staff Time (Includes Engineering & Inspection Time) $189,216 Trench Cut Fees $86,305 TOTAL $2,568,766 The size of this project significantly exceeds the City’s in-house construction resources making it necessary to contract out the work. Policy Implications The approval of this contract is consistent with existing City policies including the Council approved 2018 Utilities Strategic Plan-Strategic Objectives: Priority 4: Financial Efficiency and Resource Optimization Tactical Action Plan, which established a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency. Facing an evolving utility business environment, aging infrastructure needs, and sustainability objectives, CPAU must maintain a competitive position in the market. Remaining financially sustainable and competitive in the market while optimizing resources is key to City of Palo Alto Page 4 maintaining and enhancing value to customers. Stakeholder Engagement The project is located in the Charleston Meadows neighborhood of the City. Project locations are shown on Attachment C. The City will provide written notification to all affected property occupants by mail prior to the start of construction. The Contractor will also provide two written notifications of the work to all abutting property occupants, one at least 7 days prior to the commencement of work at their specific locations, and a second 24 hours prior to mobilization. Environmental Review This project is categorically exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines 15301 (repair, maintenance of existing facilities) and 15302 (replacement or reconstruction of existing facilities). Attachments • Attachment A: Contract • Attachment B: Bid Summary • Attachment C: Location Map Attachments: • Attachment A: Contract C20176139 • Attachment B: Bid Summary • Attachment C: Location Map Invitation for Bid (IFB) Package 176139 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C20176139 City of Palo Alto Sanitary Sewer Rehabilitation Project 29 Attachment A Invitation for Bid (IFB) Package 176139 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 176139 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 176139 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 176139 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 176139 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on November 18, 2019 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Precision Engineering, Incorporated ("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 880266 and Department of Industrial Relations Registration Number 1000001874. 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 August 16, 2019, City issued an Invitation for Bids (IFB) to contractors for the Sanitary Sewer Rehabilitation Project 29 (“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 Sanitary Sewer Rehabilitation Project 29 Project, located at Charleston Meadows, Palo Alto, CA. ("Project"). Invitation for Bid (IFB) Package 176139 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 176139 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 80 working 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. The Contractor’s attention is directed to the fact that certain items of work must be completed within certain time periods. It is the sole responsibility of the Contractor to schedule the project so as to complete each stage of the work within the Time of 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 Invitation for Bid (IFB) Package 176139 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Two Million Forty Thousand Eight Hundred Forty One Dollars ($2,040,841). [This amount includes the Base Bid and Additive Alternates items fourteen through sixteen.] 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 176139 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 176139 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 176139 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Romel Antonio 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: Precision Engineering, Inc. 1939 Newcomb Avenue San Francisco, California 94124 Attn: Finbar Brody 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 176139 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 176139 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 176139 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 176139 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 176139 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 176139 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 176139 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 176139 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ ATTACHMENT - B - BID SUMMARY SANITARY SEWER REHABILITATION PROJECT 29 Bid Date: September 12, 2019 Item Quantity Unit Description Unit Extended Unit Extended Unit Extended Unit Extended Unit Extended No.Price ($) Price ($) Price ($) Price ($) Price ($) Price ($) Price ($) Price ($) Price ($) Price ($) 1 1 LS Design, install and remove sheeting, shoring, bracing & other excavation supports.$200,000 $200,000 $315,000 $315,000 $103,000 $103,000 $25,000 $25,000 $70,000 $70,000 2 1 LS Recycle asphalt, concrete and soil.$15,000 $15,000 $20,000 $20,000 $50,000 $50,000 $20,000 $20,000 $10,000 $10,000 3 8,667 LF Replace existing 6-inch or 8-inch VCP with 8-Inch HDPE pipe by pipe-bursting method.$150 $1,300,050 $150 $1,300,050 $188 $1,629,396 $213 $1,846,071 $290 $2,513,430 4 305 LF Replace existing 10-inch VCP with 12-inch HDPE pipe by pipe-bursting method.$200 $61,000 $250 $76,250 $300 $91,500 $260 $79,300 $400 $122,000 5 132 EA Replace existing 4-inch sewer lateral by pipe- bursting method.$1,926 $254,200 $500 $66,000 $1,500 $198,000 $3,800 $501,600 $250 $33,000 6 4 EA Replace existing 4-inch sewer lateral by open trench method.$3,121 $12,485 $500 $2,000 $4,800 $19,200 $4,000 $16,000 $7,800 $31,200 7 17 EA Replace existing 4-inch ACP sewer lateral by open trench method.$3,447 $58,594 $500 $8,500 $5,500 $93,500 $4,000 $68,000 $7,800 $132,600 8 1 EA Replace existing 6-inch ACP sewer lateral by open trench method.$2,500 $2,500 $550 $550 $6,500 $6,500 $4,000 $4,000 $8,400 $8,400 9 80 EA Reconnect existing 4-inch lateral to new sewer main.$1,248 $99,828 $50 $4,000 $1,000 $80,000 $2,800 $224,000 $3,400 $272,000 10 1 EA Reconnect existing 6-inch lateral to new sewer main.$1,248 $1,248 $75 $75 $1,500 $1,500 $3,000 $3,000 $4,400 $4,400 11 31 EA Remove existing manhole and replace with new 48- inch manhole.$9,526 $295,294 $5,000 $155,000 $9,500 $294,500 $6,000 $186,000 $15,800 $489,800 12 8,972 LF Cleaning and video inspection of mains.$5 $42,732 $3 $26,916 $5 $44,860 $3 $26,916 $2 $17,944 13 1 LS Perform GPS survey.$47,628 $47,628 $15,000 $15,000 $60,000 $60,000 $16,000 $16,000 $50,000 $50,000 Total of Base Bid (Items 1 through 13 only)$2,390,558 $1,989,341 $2,671,956 $3,015,887 $3,754,774 B: ADD ALTERNATE BID 14 20 Each Additional Pothole.$100 $2,000 $200 $4,000 $600 $12,000 $1,000 $20,000 $1,100 $22,000 15 5 Each Spot Repair.$9,526 $47,628 $3,500 $17,500 $8,500 $42,500 $4,000 $20,000 $3,800 $19,000 16 10 Each Rehabilitate existing 48-inch manhole.$1,000 $10,000 $3,000 $30,000 $5,000 $50,000 $2,000 $20,000 $8,500 $85,000 Total of Add Alternate Bid (Items 14 through 16 only)$59,628 $51,500 $104,500 $60,000 $126,000 Grand Total: Base Bid + Add Alternate Bid (items 1 through 16)$2,450,186 $2,040,841 $2,776,456 $3,075,887 $3,880,774 BID SUMMARY ENGINEER'S ESTIMATE Precision Engineering, Inc. D'Arcy & Harty Construction, Inc. Ranger Pipelines, Inc. EPS Inc dba Express Plumbing 10" VCP SAN SEWER 1992-Jun-01 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER6" VCP 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 1938 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 1950-Jan-01 6" VCP S A N S E W E R 10" VCP SAN SEWER 6" VCP SAN SEWER 1950-Jan-01 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 1950-Jan-01 6" VCP SAN SEWER 1950-Jan-01 6" SAN SEWER 6" VCP SAN SEWER 1950-Jan-01 6" VCP SAN SEWER 1950-Jan-01 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 1950-Jan-01 6" VCP SAN SEWER 1950-Jan-01 6" SAN SEWER 6" SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER 6" VCP SAN SEWER Pena Ct A rastrade ro RoadIrven Court M aybell Av e nue Alta M esa Ave Kelly Wa y El Camino Real McKellar Lane El Camino W ay James Road Camino Court Thain Way Barclay Ct Inter dale Way (Pvt) West Charleston Road Tennessee LaneWilkie Way Carolina Lane Tennessee Lane Park Boulevard Wilkie Court Alma Street Roose v Monroe Drive Wilkie Way Whitclem Place Whitclem Drive Duluth Circle Edlee Avenue Dinah's Court Monroe Drive Miller Ave Whitclem Way Whitclem Ct Alma Street Monroe Dr Ruthelma Avenue Darlington Court Lundy Newberry Ct Park Boulevard George Hood Lane Alma Street e l t L i nd ero D Starr K i n g C ir Ely Place Monroe Drive CalTrain ROW West Char leston Road Monroe Dr Maybell Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. 0'400' AT T A C H M E N T - C - LO C A T I O N M A P Sa n i t a r y S e w e r R e h a b i l i t a t i o n P r o j e c t 2 9 CITY O F PALO A L TO I N C O R PO RAT E D C ALIFOR N I A P a l o A l t o T h e C i t y o f A PR IL 16 1 8 94 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto ale, 2019-09-16 09:25:01 SSR29 CMR Location Map (\\cc-maps\Encompass\Admin\Personal\ale.mdb) City of Palo Alto (ID # 10634) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Page and Turnbull Contract Amendment to Increase by $50,000 and Extend Term to Oct. 2021 Title: Approval of Amendment Number 4 to Contract Number S17166441 With Page and Turnbull for Historic Planning On-call Services to Extend the Contract Term to October 2021 and Increase the Contract Limit by $50,000 for a Total Not-to-Exceed Amount of $134,500. This Project is Exempt From the California Environmental Quality Act (CEQA) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that the City Council authorize the City Manager or his designee to approve Amendment 4 to Contract S17166441 (Attachment A) with Page and Turnbull to increase the contract not-to-exceed by $50,000 (to $134,000) and extend the term to October 2021 for additional historic planning work on an on-call basis. Background Planning has historically maintained contracts with several consultants to provide various on- call planning services. The department relies on on-call service providers to work on special projects requiring particular areas of expertise, when staff vacancies are high, or to address increases in workload. Under separate contracts with the City, Page and Turnbull created the Eichler Guidelines and the Professorville Guidelines for Palo Alto. Page and Turnbull was also selected to provide on- call historic expertise as a result of an informal solicitation conducted by the department in 2016. The strong familiarity and understanding of the City’s Historic Planning program makes Page and Turnbull uniquely qualified to provide historic planning expertise. The department utilizes this expertise only when necessary. The existing Page and Turnbull on-call contract expires shortly. Staff requests Council approval of a contract amendment to increase contract authority to $134,500 and extend the term of the contract through October 30, 2021. City of Palo Alto Page 2 Resource Impact Based on the past rate of contract usage, staff projects an expenditure of approximately $25,000 per year. There is sufficient funding in the Fiscal Year 2020 Adopted Operating Budget for the first year of the contract amendment within the Planning and Development Service’s Current Planning contracts budget. Funding for the second year will be included as part of the base budget in the development of the FY 2021 Budget and is subject to City Council approval. Stakeholder Engagement An informal solicitation was conducted as well as outreach to other city departments involved in the review and administration of City contracts. Environmental Review This project is exempt from environmental review under Section 15061 of the California Environmental Quality Act Guidelines. Attachments: • Attachment A: Amend #4 S17166441 Page and Turnbull Vers.: Aug. 5, 2019 Page 1 of 6 AMENDMENT NO. 4 TO CONTRACT NO. S1716441 BETWEEN THE CITY OF PALO ALTO AND PAGE & TURNBULL, INC. This Amendment No. 4 (this “Amendment”) to Contract No. S1716441 (the “Contract” as defined below) is entered into as of October 21, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PAGE & TURNBULL, INC., a California corporation, located at 170 Maiden Lane Street, Fifth Floor, San Francisco, California, 94108 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of October 17, 2016, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase the compensation from $84,500.00 by $50,000.00 to $134,500.00 for the continuation of services as specified in Exhibit “A” Scope of Service. 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. S17166441 between CONSULTANT and CITY, dated October 17, 2016, as amended by: Amendment No.1, dated June 7, 2018 Amendment No.2, dated February 25, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through October 30, 2021, unless terminated earlier pursuant to Section 19 of this Agreement.” Vers.: Aug. 5, 2019 Page 2 of 6 SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed One Hundred Thirty-Four Thousand Five Hundred Dollars ($134,500.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS. b. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. Vers.: Aug. 5, 2019 Page 3 of 6 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee PAGE & TURNBULL, INC. Name: Ruth Todd Title: Principal Attachments: EXHIBIT “C”: COMPENSATION, AMENDED, REPLACES PREVIOUS. EXHIBIT “C-1”: SCHEDULE OF RATES, AMENDED, REPLACES PREVIOUS. Vers.: Aug. 5, 2019 Page 4 of 6 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost except as expressly modified below 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, except as expressly modified below. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $200.00 shall be approved in advance by the CITY’s project manager. As of the effective date of Amendment No. 3 to this Agreement, reimbursable expenses shall be billed at cost and limited to the following: • Cost of printing or duplication of drawings, specifications, reports and cost estimates. • Tolls, parking fees, and local travel charged in accordance with IRS code. • Long distance telephone service and facsimile charges. • Cost of models, special renderings, photography, special printing of publications, maps, and other supplies required for the project. • Postage and delivery charges. Vers.: Aug. 5, 2019 Page 5 of 6 • Travel, lodging, subsistence and out-of-pocket expenses for authorized travel in connection with contract services. • Fees for consultant services and subcontractors retained with approval of client shall include a mark-up of 15%. 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. Vers.: Aug. 5, 2019 Page 6 of 6 EXHIBIT “C-1” SCHEDULE OF RATES PAGE & TURNBULL PROFESSIONAL FEE SCHEDULE Principal $240.00/ hour Project Manager $150.00/ hour Architectural Historian $110.00/ hour Cultural Resources Planner $120.00/hour Graphic Designer $120.00/ hour AMENDMENT No. 4 The following rates are effective as of the effective date of Amendment No. 4 to this Agreement, and replace the rates stated above. Rates increase annually on 1 January by 3-5% typically. Founding Principal ....................................................................$285.00–$380.00 Principal ................................................................................... $225.00–$285.00 Associate Principal ....................................................................$145.00–$225.00 Senior Associate ....................................................................... $115.00–$185.00 Associate ...................................................................................$100.00–$150.00 Architect ................................................................................... $150.00–$200.00 Designer, Conservator, or Planner ............................................$ 95.00–$160.00 Senior Historian $ 130.00–$170.00 Historian ................................................................................... $ 90.00–$150.00 Administrative / Graphics Personnel ......................................... $ 90.00–$175.00 Architectural Assistant ............................................................. $ 85.00–$ 100.00 City of Palo Alto (ID # 10639) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Extending the state advocacy service contract Title: Approval of Amendment Number 3 to Contract Number C14152163 With Townsend Public Affairs for State Legislative Advocacy to Extend the Term for Two Additional Years and Add $204,000 for a Total Not-to-Exceed Amount of $799,000 From: City Manager Lead Department: City Manager Recommended Motion Staff recommends that City Council approve the third amendment to the current agreement with Townsend Public Affairs, Inc., for state legislative advocacy services to (1) increase the term length by twenty-four months from December 31, 2019 to December 31, 2021; and, (2) increase the not-to-exceed amount from $595,000 to $799,000. Background For many years, the City has contracted for state legislative advocacy services. This Sacramento based representation allows Palo Alto to have a presence and voice with our state representatives, regulators, and their Sacramento staff. Since 2014, the City has contracted with Townsend Public Affairs, Inc. (Townsend), to provide this state representation. (CMR 4466) The current extension of the original agreement with Townsend expires on December 31, 2019. Discussion State legislative advocacy generally, and through Townsend specifically, has been instrumental to the City of Palo Alto’s sustained presence and voice in Sacramento. For example, our key Townsend advocate, Niccolo De Luca, led efforts to secure funding in the state budget for the City’s grade separation project.1 While the City did not receive funding, the efforts by Mr. De Luca laid the foundation for future requests. This summer, Mr. De Luca facilitated an important conference call between City Planning and Development Services staff and the Senate President’s Office, allowing for our City to speak directly with legislative leadership staff about housing policy. In addition, Mr. De Luca met with 1 The Mayor submitted a letter in support of the funding request to our local state representatives in March. City of Palo Alto Page 2 multiple individuals from Assembly and Senate offices, policy committees, the Governor’s office and administration, and stakeholder organizations to further the City’s policy objectives. Townsend continues to proactively provide updates and recommendations on legislation that has specific relevance to Palo Alto, in order to keep the City Manager and department heads aware of potential impacts. In addition, Townsend provides information directly through the study sessions with Council, the presentations before the Policy & Services Committee, and offers meetings to discuss behind-the-scenes information with City staff on state policy issues. Recognizing the significant expenditures involved, the City Council could choose not to continue this level of effort. It should be noted, however, that discontinuation of these services would make it significantly more difficult to establish effective relationships when needed to respond to concerns with pending legislation, and similarly more difficult to advance the City’s funding and policy initiatives. Staff recommends the City continue to retain Townsend to provide comprehensive state legislative advocacy services. The relationship between the City and Townsend is very effective and highly collaborative, with staff of each entity communicating frequently and strategizing on advocacy regularly. As Townsend has worked with the City for the past 5 years, the firm’s knowledge of what makes Palo Alto unique has deepened. Leveraging this knowledge and relationship is an important benefit to the City. Townsend has agreed to continue their 2017 rates into the next extension, with no increase during the new contract term. Attachment A sets out Amendment number three, extending the original agreement to December 31, 2021, preserving the termination clause contained in the original agreement whereby the City may terminate services within 10 days, and noting the flat rates. Resource Impact Funding for extending the current contract by twenty-four months increases the total not to exceed amount by $204,000. Funding for state legislative services is included in the annual budget appropriation for the City Manager’s Office reviewed with City Council during the annual budget. Current annual funding for state legislative services in the City Manager’s Office is sufficient to fund this contract extension. Environmental Review These services do not constitute a project under the California Environmental Quality Act. Attachments: • Attachment A: Contract extension Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 3 TO CONTRACT NO. C14152163 BETWEEN THE CITY OF PALO ALTO AND TOWNSEND PUBLIC AFFAIRS, INC. This Amendment No. 3 (this “Amendment”) to Contract No. C14152163 (the “Contract” as defined below) is entered into as of March 1, 2014, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TOWNSEND PUBLIC AFFAIRS, INC., a California corporation, located at 1401 Dove Street, Ste. 330, Newport Beach, California 92660, Telephone (949) 399-9050 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of representation in all state legislative advocacy matters, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term and increase compensation by $204,000 from $595,000.00 to $799,000.00 for continuation of services per Exhibit “A” Scope of Services. 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. C14152163 between CONSULTANT and CITY, dated March 1, 2014, as amended by: Amendment No.1, dated December 8, 2015 Amendment No.2, dated November 6, 2017 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 (TERM) of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date March 1, 2014 through December 31, 2021 unless terminated earlier pursuant to Section 19 of this Agreement.” DocuSign Envelope ID: 70DAAFF3-DC27-4EFF-BC38-CB0DF51971C6 Vers.: Aug. 5, 2019 Page 2 of 4 SECTION 3. Section 4 COMPENSATION of the Contract is hereby amended to read as follows: “SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed Seven Hundred Ninety-Nine Thousand Dollars ($799,000). The applicable rates and schedule of payment are set out in Exhibit “C-1”, entitled RATE SCHEDULE,” 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”. 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”. SECTION 4. The following exhibit(s) to the Contract is hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “C-1” entitled “RATE SCHEDULE”, amended, replaces previous. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: 70DAAFF3-DC27-4EFF-BC38-CB0DF51971C6 Vers.: Aug. 5, 2019 Page 3 of 4 SIGNATURES OF THE PARTIES FOR AMENDMENT NO. 3 TO CONTRACT NO. C14152163 IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee TOWNSEND PUBLIC AFFAIRS, INC. By: Name: Title: Attachments: EXHIBIT "C-1": RATE SCHEDULE DocuSign Envelope ID: 70DAAFF3-DC27-4EFF-BC38-CB0DF51971C6 President Christopher Townsend Vers.: Aug. 5, 2019 Page 4 of 4 EXHIBIT “C-1” RATE SCHEDULE Advocacy Services $8,500/Per Month (94 months @ $8,500.00 = NTE $799,000.00) DocuSign Envelope ID: 70DAAFF3-DC27-4EFF-BC38-CB0DF51971C6 City of Palo Alto (ID # 10660) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: P&S Recommendation to Accept Status Updates of Utility Contracts and Water Meter Billing Audits Title: Policy and Services Committee Recommends the City Council Accept Status Updates of Audit Recommendations on; 1) Electric Substructure Contract Oversight, 2) the Cross Bore Inspection Contract, and 3) Water Meter Billing Accuracy From: City Manager Lead Department: Utilities Recommended Motion Policy and Services Committee and Staff recommend the City Council consider the following Motion: 1. Accept the status update of Audit Recommendations for the Contract Oversight: Trenching Installation and Electric Substructure Audit (Attachment A); 2. Accept the status update of Audit Recommendations for the Cross Bore Inspection Contract Audit (Attachment B); and 3. Accept the status update of Audit Recommendations for the Water Meter Billing Accuracy Audit (Attachment C). The Policy and Services Committee convened on June 11, 2019 and approved and unanimously recommended that the City Council accept the report inclusive of the three audits. The Policy and Services Committee report, status update, and minutes are available in the links below. Report: Policy and Services Committee Staff Report #10363 Minutes: Policy and Services Committee Minutes June 11, 2019 It should be noted that council approval of this recommendation will complete follow-up work on two of the three audits. Status updates are provided in Attachments A, B and C. All of the recommendations in the Contract Oversight and Cross Bore Inspection audits are complete. Three items remain open in the Water Meter Billing Accuracy audit; with one item pending for completion by Utilities Department, and two items pending completion by the Purchasing City of Palo Alto Page 2 Division. In preparation for advanced metering infrastructure and a new utility billing system, staff has retained a vendor to perform a comprehensive utility field meter survey. The field survey includes conducting an inspection survey of approximately 75,000 electric, gas and water meters to validate and ensure accurate meter data. Council approved the contract in April 2019 (City Council Staff Report #10081). The project is underway and is expected to be complete by May 2020. The Purchasing division is in the process of updating Purchasing’s Policy and Procedures and will be providing training to staff of the revised policy and procedures. Both Purchasing items are expected to be completed by end of 2019. Since the Policy and Services Committee made its recommendations to accept the above- mentioned status reports, Staff has continued to implement the remaining Auditor recommendations and anticipates providing any additional updates later in 2020. Attachments: • Attachment A: Contract Oversight Audit Status • Attachment B: Cross Bore Inspection Audit Status • Attachment C: Water Meter Billing Audit Status STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 1 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 Original Target Date and Response Current Status Implementation Update and Expected Completion Date Finding 3: The Utilities Department did not enforce contract billing terms that were the basis for awarding the contract to Casey Construction, Inc. 5. The Utilities Department should work with ASD to review existing contract performance management policies and develop procedures to ensure staff appropriately administers the City’s contracts. Procedures should address the following areas: ● Monitoring of contractor billings to ensure accuracy and compliance with contract terms. ● Ensuring contracts are appropriately and timely modified, if required. Administrative Services and Utilities Departments 3/31/14 Utilities staff is formalizing the process by which contractor work is requested, approved, inspected, reviewed, and invoiced. Utilities will hire a Project Coordinator to assist Engineering in administrating contracts, verifying invoices, and processing payments. Utilities will be requesting for similar positions in Operations and Customer Support Services in the 2014 mid-year budget. Utilities will also develop a tracking mechanism to monitor contractor work, reconcile invoices, and verify payments. ASD will conduct a review of the entire purchasing process citywide. The departments will collaborate to bring contract management training to appropriate staff. This training will be rolled out to all departments. Completed June 2019 Management Update: Utilities has participated in construction contract and project management training, and will continue offering training to staff regularly or as needed. Training topics include pre-bid conferences, prevailing wage requirements, change orders, stop notices, payments, project closeout and recordkeeping. The procedures and/or guidelines for these topics have been documented and made available for staff to use. The Senior Engineers and Project Coordinators are responsible for project management and contract administration of capital projects and construction contracts. With the additional training, staff has been performing the administrative contract duties to ensure contractor billing accuracy, compliance with contract terms, and timely processing of change orders. May 2018 Management Update: Utilities has completed contract administration training and will seek additional training for purchasing, project management and risk management on an as-needed basis. Utilities has established general project management Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 2 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date guidelines including roles and responsibilities, scheduling, change orders, negotiations, payments and contract closing. Utilities will continue to work toward uniform implementation of the guidelines and usage of the forms. The Project Coordinator position remains vacant as Utilities redefines the contract administration and project management responsibilities of the position to better address department needs. ASD has and continues to collaborate with the City Attorney’s Office on further developing the IFB Template on a regular basis. The latest revision is made available and in use. This collaborative effort now includes the new “Design-Build” templates. Contracts are regularly being uploaded into Planet Bids Contracts Management Module. On boarding department project managers is forthcoming. Meanwhile ASD is also considering contracts management in an Electronic Document Management System (EDMS), as with ARC’s “Infolink” platform, for public record management functionalities, like contract management. Expected Completion Date: December 2017: December 2015 Management Update: In February 2015, construction contract management training was conducted in conjunction with PWD and ASD. The training covered procurement, project manager responsibilities, project scheduling, change Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 3 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date order requests, claims, payments and project closure. In October 2015, ASD provided citywide training on compliance to the new prevailing wage requirements for construction and improvement contracts. The training identified the roles and responsibilities of Purchasing and project managers and reporting requirements to the Department of Industrial Relations. The Utilities Project Coordinator position is currently vacant in Engineering. Utilities is currently reassessing the job classification for this role and evaluating the need for a higher Project Manager classification. Staff will recruit for the position in 2016. Until the position is filled, the project managers will continue administering the contracts with support from administrative staff on invoice verification and payments. All contract, invoice and supporting documentations are managed in a central shared drive. The Invitation for Bid (IFB) template is currently in the process of being revised to simplify and coordinate language between other sections of the contract; the boilerplate language should be completed by the second half of 2016. The firm that ASD selected to implement an invoice management system was unable to deliver on the scope as planned in 2015. ASD will evaluate the possibility of acquiring another invoice management solution or consider waiting until the new ERP system is implemented with built in invoice management. Expected Completion Date: Q4 2016 June 2014 Management Update: Utilities has Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 4 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date developed contract management guidelines and a project charter for large construction projects and professional services. These contracts and documents are stored on a centralized SharePoint website. Utilities Engineering hired a Project Coordinator in March 2014 to assist with contract administration and project management. The coordinator has developed a contract database, coordinated project management training, and formalized policies and procedures. Utilities Operations reclassified a position in the FY 2015 to assist with contract and inventory management. Utilities is working with the City Attorney's Office to strengthen the boilerplate language in the IFB and professional service contract templates. ASD hired a consultant to perform an independent review of the entire purchasing process. The review recommended a new purchasing system, increased training, and additions to the Purchasing Manual among other recommendations. Staff is in the process of implementing the recommendations. ASD has selected an online invoice management system to improve the review, approval and tracking invoices received by the City. This system will be implemented in 2015 and will provide increased accountability and visibility into the invoice review and payment process. Expected Completion Date: 6/30/15 Finding 4: The Utilities Department did not appropriately manage its contract with Casey Construction, Inc. to ensure the City’s projects were completed in accordance with plans and cost estimates. 6. The Utilities Department should work with ASD to review existing Administrative Services and Recommendation 5 & 6 are similar. See response to recommendation 5. Completed June 2019 Management Update: Utilities has established and updated general project Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 5 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date contract performance management policies and develop procedures to ensure staff appropriately administers the City’s contracts. Procedures should address the following areas: x Roles and responsibilities for the contract administrator and any additional training requirements for staff. x Monitoring of contractor performance. x Ensuring payments are made only for services and materials included in the contract scope. x Ensuring there is an adequate process and documentation to show planned work has been completed. Utilities Departments management guidelines and construction administration manual including roles and responsibilities, scheduling, change orders, negotiations, payments, project closeout and contract closing. The procedures, guidelines, and/or forms for these topics have been documented and made available for staff to use. May 2018 Management Update: Utilities has established general project management guidelines including roles and responsibilities, scheduling, change orders, negotiations, payments and contract closing. Utilities will continue to work toward uniform implementation of the guidelines and usage of the forms A vendor evaluation form has been drafted but has not been implemented. The purpose of the evaluation form is to monitor the performance of the vendor and identify any incidents that occurred during the project. Utilities will work with ASD on implementing the form. Expected Completion Date: December 2017 December 2015 Management Update: Utilities is monitoring contractor performance through routine inspections, weekly meetings and communication. During inspections, staff reviews and verifies the contractor’s performance by documenting and signing off the work completed (i.e. number of boxes installed, footage of pipe installed). In the weekly Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 6 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date meetings, staff reviews the work schedule, scope of work, claims and change orders with the contractor. ASD has updated the City’s procurement training guide including contract administration roles and responsibilities, process workflow, best practices and common pitfalls. ASD will continue to provide procurement training annually and update the guide on an as-needed basis (eg., to reflect changes to prevailing wage laws). http://cityconnect.staff.copa/civica/filebank/blobdload. asp?BlobID=4255 ASD implemented PlanetBids as the City’s new eProcurement solution. PlanetBids includes a contract management module that provides a structure for managing contracts. This module of PlanetBids will be rolled out to departments beginning in 2 2016. Expected Completion Date: Q2 2016 June 2014 Management Update: Roles, responsibilities, and workflow for contract administration are documented and saved on SharePoint. Utilities Engineering completed a mandatory 3-day project management course in July 2014. ASD provided purchasing and contract administration training to the Executive Team and City staff in 2013 and 2014. This training will continue in 2014 and 2015 as part of an ongoing purchasing training curriculum for City staff. Additional Contract administration training is planned for November 2014 with Purchasing and City Attorney's Attachment A STATUS OF AUDIT RECOMMENDATIONS CONTRACT OVERSIGHT: TRENCHING AND INSTALLATION OF ELECTRIC SUBSTRUCTURE – ISSUED 10/30/13 PAGE 7 Recommendation Responsible Department Original Target Date and Response Current Status Implementation Update and Expected Completion Date Office. See responses above related to vendor performance review and new invoice management system. Expected Completion Date: 6/30/15 Attachment A STATUS OF AUDIT RECOMMENDATIONS UTILITIES DEPARTMENT: CROSS BORE INSPECTION CONTRACT AUDIT ISSUED 6/1/17 PAGE 1 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) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date Finding: 1. Hydromax inspected 10,791 (60 percent) of 18,028 laterals and could not complete nearly half of its attempted inspections because of adverse conditions in sewer lines. 1.1. Identify sewer pipelines that Hydromax did not fully inspect or attempt to inspect. Prioritize these sewer pipelines for inspection under a future contract(s). To the extent possible, based on past experience, predict potential inspection challenges, such as poor pipeline conditions, that may hinder future inspections. Disclose these challenges in future contract solicitations. Utilities Concurrence: Agree Target Date: Late 2018 Action Plan: Staff will review a previously generated prioritization list based on assessment of risk for property classifications, review inventory of parcels that do not have an associated lateral, and develop a final prioritization list and cost estimates based on experience and data from the original crossbore contract. Implementation of next phase will proceed based on available funding. Completed June 2019 Management Update: Staff has completed identification of approximately 1,200 high risk laterals for Phase 2 of the crossbore verification project. The prioritization was based on criteria such as occupancy rates, installation of safety devices, service material, age of service, and proximity of natural gas service pipelines to sewer laterals. The Crossbore Verification Invitation for Bid (IFB) was issued on March 26, 2019. Staff has evaluated the four bid responses. In the IFB, staff provides cross bore inspection guidelines which covers video quality and inspection procedures, specialized industry equipment, and minimum qualifications to improve the overall success rate of verified clear sewer laterals. The contract for Phase 2 of the crossbore verification project is scheduled for Council approval on June 24, 2019. June 2018 Management Update: Utilities Engineering performed a risk analysis of the laterals staff identified as not completed during the initial cross-bore project, to prioritize future inspection and predict potential inspection challenges. The prioritization was based on Attachment B STATUS OF AUDIT RECOMMENDATIONS UTILITIES DEPARTMENT: CROSS BORE INSPECTION CONTRACT AUDIT ISSUED 6/1/17 PAGE 2 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date criteria such as occupancy rates, installation of safety devices, service material, age of service, and distance from gas service. Phase 2 priority categories include high occupancy properties, gas services without excess flow valves, separation distance between sanitary sewer lateral and gas service, and polyethylene (PE) material. Staff expects to issue the RFP for Phase 2 of the crossbore safety inspection program, which will include the risk analysis findings, in summer 2018. Staff has requested for additional budget of $1,000,000 in FY 2019 to fund the contract. Expected Completion Date: Q2 of FY 2019 Finding: 2. City oversight and NASSCO contracting guidelines can help ensure accurate, complete, and cost effective future inspections. 2.1. Identify missing data in its laterals database by comparing it with independent databases such as Hydromax inspection data. Update its laterals database to ensure it can effectively serve to track inspection progress. Utilities Concurrence: Agree Target Date: Mid 2018 Action Plan: Staff will utilize existing data to review and update the City’s GIS to reflect missing active City-owned laterals. This will be done in conjunction with the inventory of parcels referenced in Finding 1.1. Completed June 2019 Management Update: Staff continues to improve the information and accuracy of the Utility database using information gathered during all construction projects, capital improvement projects, sewer crossbore inspections and daily operations. This information is identified as a Map Update Request and Engineering researches and updates the GIS database regularly. June 2018 Management Update: Staff is in the process of reconciling and updating the lateral information in the GIS database, to identify missing laterals. The lateral database will be updated prior to issuance of the RFP for Phase 2 of the project. Attachment B STATUS OF AUDIT RECOMMENDATIONS UTILITIES DEPARTMENT: CROSS BORE INSPECTION CONTRACT AUDIT ISSUED 6/1/17 PAGE 3 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date Common sewer laterals are shared by more than one parcel, thus there is not a one to one ratio of laterals to premises. Staff has started a preliminary review of the various scenarios related to parcels without sanitary sewer laterals and has updated GIS with the two latest capital improvement projects. Staff is working on identifying a dedicated resource to complete the reconciliation process between City mapping data on GIS and Hydromax findings. Expected Completion Date: Q2 of FY 2019 2.2. Incorporate relevant and useful provisions from NASSCO’s contract template, such as linear foot pricing and prior verification of inspector certifications, in future sewer inspection contracts. Consult with the Administrative Services Department’s purchasing staff and the City Attorney’s Office to determine if City can enforce NASSCO template provisions that it plans to incorporate. Utilities Concurrence: Agree Target Date: Mid to Late 2018 Action Plan: Staff will review the NASSCO contract template and look for provisions to incorporate in a future City contract, as applicable. Completed June 2019 Management Update: In the Crossbore Verification IFB, staff requested the City-owned sewer laterals be assessed per NASSCO standards by a certified NASSCO Lateral Assessment and Certification Program (LACP) trained operator or technician. The Contractor will identify and code pipe defects in conformance with LACP within the portion of the sewer lateral owned by the City. Reports from this program will be used to prioritize laterals with the highest deficiencies for replacement. June 2018 Management Update: Utilities Engineering is in the process of reviewing and adopting applicable National Association of Sewer Service Companies (NASSCO) standards which are appropriate for the City. These include industry standards for the rehabilitation of Attachment B STATUS OF AUDIT RECOMMENDATIONS UTILITIES DEPARTMENT: CROSS BORE INSPECTION CONTRACT AUDIT ISSUED 6/1/17 PAGE 4 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date underground pipelines and continued acceptance and growth of trenchless technologies. Staff has started reviewing the NASSCO contract templates and will incorporate applicable NASSCO standards that can be applied to a future contract. Expected Completion Date: Q2 of FY 2019 Attachment B STATUS OF AUDIT RECOMMENDATIONS UTILITIES DEPARTMENT: CROSS BORE INSPECTION CONTRACT AUDIT ISSUED 6/1/17 PAGE 5 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date 2.3. Identify gaps in staff expertise needed to monitor and facilitate field inspections and to review and track inspection data. Develop a training and certification plan for field staff who should have the expertise to help meet the City’s inspection goals and objectives. Utilities Concurrence: Agree Target Date: Late 2018 to Start of future contract Action Plan: Staff will continue to review staffing gaps for office and field personnel. If gaps are identified and are not resolved by training, additional expertise will be identified within the City or via contract. Completed June 2019 Management Update: Several staff members from Engineering and Operations have been NASSCO certified for CCTV inspection. With the industry standard pipe rating codes, staff will be able to prioritize sewer mains more effectively for future replacement projects. Staff is also seeking knowledgeable natural gas industry personnel to facilitate Project Management and Inspection of gas projects. The City will continue to provide ongoing training and certification to employees across all utilities with industry recognized standards organizations. Staff will assign a dedicated City Inspector to the crossbore verification project to field Inspect and ensure all attempt have been made to successfully clear sewer laterals of potential crossbores. June 2018 Management Update: Currently two Operations Staff members are NASSCO certified for CCTV inspection. Staff is working on identifying a dedicated resource for the GIS and database analysis experience. Expected Completion Date: On-going Attachment B STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 1 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) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date Finding 1: CPAU has not adequately prevented, detected, nor corrected water meter billing errors. We recommend that CPAU: 1.1. Review and correct the meter record errors identified for meter sizes larger than 2 inches. Utilities Concurrence: Agree Target Date: December 2018 Action Plan: In preparation for the new CIS Utility billing system and potential advanced meter deployment, staff will consider an in-house or contract service audit of the three metered services (electric, gas, water). Staff will also review and update as needed roles and responsibilities for key staff involved in ensuring meter accuracy, including procurement, inventory, testing, installation, and billing records management. In progress June 2019 Management Update: In preparation of new metering and billing systems and in response to the audit, staff is retaining a consultant to perform a comprehensive utility field meter survey. The field verification includes conducting an inspection survey of approximately 75,000 electric, gas and water meters to validate and ensure accurate meter data. The contract was approved by Council in April 2019. The project is scheduled to start in May 2019 and will be completed within one year. Expected Completion Date: May 2020 June 2018 Management Update: Staff will be issuing an RFP for contract services to conduct a field audit of 74,000 meters. One of the requirements is verification of service connection size for 2” or greater water meters. Expected Completion Date: June 2019 1.2. Explore options for addressing equity when making changes to customer meter size rates and establish a policy and process for determining, documenting, and notifying customers of changes to their Utilities Concurrence: Agree Target Date: July 2018 Action Plan: The audit’s questioning of utility practices regarding changes to meter sizes is based on a unique situation that occurred 22 years ago and does not Completed June 2019 Management Update: Staff retained a consultant to update the water cost of service study in late 2018. Based on the study results, and to ensure uniform administration and equitable cost allocation, staff proposes to charge all residential customers with 5/8”, 3/4”, and 1” meters, which include fire flow, a Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 2 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date meter size and, if appropriate, the rate change associated with the new meter size. reflect current policy or process. The situation arising out of Southgate was a unique case and staff does not agree that this or other meter replacement practices raise equity issues. With regard to differential rates for different meter sizes, staff is currently reviewing policy options for addressing this issue going forward, and will develop options such as consolidating the fixed rate for 5/8” and 1” meters for consideration by the City Council. uniform monthly service fee. The cost to the City of providing service to these different residential meter sizes is similar. Offering graduated meter sizes (up to 1”) is still recommended in some cases, where there is inadequate fire flow or low system pressure. Pending Council’s approval, the change of monthly water meter service charges for residential 5/8”, 3/4” and 1” meters will be effective July 1, 2019. June 2018 Management Update: Due to staffing changes, the Utilities Department was not able to engage with a consultant to begin the water cost of service study in FY 2018. Staff expects to issue an RFP in the first half of FY 2019. Options to consolidate the fixed rates for 5/8” and 1” meters will be considered. The study results and staff recommendation will be brought forth for Council review when completed. Expected Completion Date: April 2019 Finding 2: CPAU has installed 1,178 water eMeters throughout the City’ however, there are no testing standards, and the accuracy, performance, and reliability of these meters are uncertain. We recommend that CPAU: 2.1. Develop a policy and procedure to transparently report significant, systemic, infrastructure changes to Council and update any CPAU Rules and Regulations that may be outdated to current practice or affected by policy changes. Utilities Concurrence: Agree Target Date: Immediately Action Plan: Major infrastructure changes are presented to Council for approval. However, standards are technical documents that provide the general conditions and specifications for the construction of the Water Gas and Wastewater System. Updates to Completed June 2019 Management Update: These are the current control processes in place to transparently report changes: 1.) Purchasing Policies and Procedures. Originating department: Purchasing. Process status: Existing. The purpose of this manual is to provide City departments with a practical step-by-step guide through the various stages of the purchasing process. It also provides a means of assuring Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 3 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date standards are subject to multiple levels of professional review including engineering, procurement and legal. Updated standards will be communicated to Council as informational when substantive. uniformity in the City’s purchasing practices. The City of Palo Alto Municipal Code (Section 2.30 - Contracting and Purchasing Procedures) serves as the basis for the information in this manual. a.Sole Source Standardization Process. When a City department requires a specific products or services over $10,000 that can only be furnished by a certain provider or that should be otherwise exempted from the competitive solicitation process (ref. PAMC 2.30.360), the requestor must complete an Exemption From Competitive Solicitation Request Form (Purchasing Manual Appendix E). b.Contracts for professional services over $85,000 per year and/or with terms greater than three years require the approval of the City Council. Chapter 14 of the Purchasing Guide provides information regarding the preparation of a City Manager’s Report (CMR) to request Council contract approval. 2) Rules and Regulations. Originating department: Utilities. Process Status: Existing. Rules and regulations are updated as needed to reflect new business practices and provisions. These changes are reviewed by the City Attorney’s Office and are brought forth to Council for approval. Staff is currently working with the City Attorney’s Office on updating 16 of the Rules and Regulations, for Council’s approval later in 2019. 3) Meter and Specification Update Approval Process. Originating department: Utilities. Process Status: New. This process ensures that Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 4 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date additions and deletions of meters in the Warehouse and distribution system are reviewed and approved by key staff and management. 4) Utilities Engineering Electric and WGW Construction Standards. Originating department: Utilities. Process Status: New. This process periodically reviews and compares current construction standards with the industry. The standards also specifies meter types (i.e. Badger disc meter). Recommended changes by staff will be brought forward to Council for consent. June 2018 Management Update: The Utilities Department will inform Council when technical standards are substantive. Since August 2017, the department has not updated the technical standards for electric, gas or water. American Water Works Association (AWWA) has drafted new standards for electromagnetic and ultrasonic type water meters. The public comment period on the proposed new standards closed on April 29, 2018. Final publication of the standard may take several months. Staff will notify Council if Utilities adopts the new electromagnetic and ultrasonic water meter standards. Staff will review and update existing policies and procedures if applicable. Expected Completion Date: June 2019 2.2. Seek direction and approval from Council before proceeding further with the Utilities Concurrence: Agree Target Date: Ongoing Completed June 2019 Management Update: The American Water Works Association (AWWA) standards for electromagnetic and ultrasonic water meters were Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 5 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date future installation of eMeters or any electronic meters. Action Plan: Procurement and installation of e-meters will remain suspended until adoption of an AWWA standard for testing and the availability of independent test resources (either in- house or contracted). It is expected that a final standard for testing of E-meters will be available at the end of 2017. The new standards are not expected to change the accuracy requirements from those expected of the positive displacement meter with the exception that there will likely be an extended range of accuracy for low flows. It should be noted the E-Meters is a specific product line, and mechanical meters may also have electronic components. published in October 2018. After staff’s review and meeting with other water agencies and consultants, staff has decided not to install new ultrasonic water meters until the technology matures. At this time, Utilities will not be adopting the new electromagnetic and ultrasonic water meter standards. Utilities will notify Council in the future when Utilities adopt the new AWWA electromagnetic and ultrasonic water meter standards. June 2018 Management Update: American Water Works Association (AWWA) has drafted new standards for electromagnetic and ultrasonic type water meters. The public comment period on the proposed new standards closed on April 29, 2018. Final publication of the standard may take several months. Staff will notify Council if Utilities adopts the new electromagnetic and ultrasonic water meter standards or seeks to install additional eMeters. Expected Completion Date: Expected Completion Date: June 2019 2.3. Determine if the 1,178 installed eMeters should be uninstalled and replaced with the original displacement meter and if billing adjustments are required. Utilities Concurrence: Agree Target Date: July 2018 Action Plan: All customers with e-meters installed will be immediately notified of this audit, and that additional information will be provided as available. For eMeter testing, staff will send a sampling of eMeters to independent testing companies to determine if they are performing per manufacturer specification, and based on these results will determine next steps. In addition, Completed June 2019 Management Update: The American Water Works Association (AWWA) standards for electromagnetic and ultrasonic water meters were published in October 2018. After staff’s review and meeting with other water agencies and consultants, staff has decided not to install new ultrasonic water meters until the technology matures. Palo Alto will continue to meet with other water agencies to monitor their electromagnetic and ultrasonic water meter pilot projects. Staff hired a contractor to test a sampling of eMeters. The contractor tested the eMeters under four different Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 6 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date the Water Meter Shop has staffing challenges and does not currently have the resources required to undertake this replacement project. At this time, staff will continue to monitor the meter reads for irregularities of both the installed positive displacement and eMeters as part of the billing exception process. Staff is also developing a customer plan for addressing any accuracy concerns with the e-meters already installed. scenarios. Overall, the testing results measured correctly within the manufacturer’s specifications. Based on manufacturer’s test results, third party sampled testing and monthly meter reading of eMeters, staff believes these meters are functioning properly and does not recommend replacing them until their end of life. Expected Completion Date: June 2018 Management Update: The Utilities department sent letters to the 1,178 residents with installed eMeters. In response, 55 customers requested their meters to be exchanged. A couple credit adjustments were required for the eMeter exchanges. As of June 2018, the City has 1,122 eMeters installed. Status: Completed Staff hired a contractor to test a sampling of eMeters. The contractor tested the eMeters under four different scenarios. Overall, the testing results measured correctly within the manufacturer’s specifications and guidelines of +/- 1.5%. After AWWA publishes the final standards for electromagnetic and ultrasonic type meters, staff will meet with other water agencies to determine the pros and cons of these meters. Staff will make a determination in 2019 on whether to standardize displacement and/or ultrasonic type meters. Expected Completion Date: June 2019 Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 7 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date Finding 3: Purchase of water eMeters did not meet purchasing policy and eMeter expenditures were not monitored. We recommend that ASD Purchasing Division: 3.1. ASD Purchasing to clarify its purchasing policy and procedures for new and renewals of product standardization. ASD Concurrence: Agree Target Date: December 2017 Action Plan: Staff will update the policy and coordinate with stakeholders to ensure the policy is clear and easy to follow. Staff will then finalize the policy and disseminate to departments. In Progress June 2019 Management Update: Revisions to the Purchasing Manual will be drafted and reviewed by the CFO in July. Proposed changes will be disseminated to the organization early fall 2019. Expected Completion Date: Fall 2019 June 2018 Management Update: This is in the queue for development to update Purchasing’s Policy and Procedures. Purchasing has the “Solicitation Plan Checklist” already and the nuances of the process are currently being written. The current Exemption Form addresses the “Standardization” process in the P&P. The “How To” and step-by-step self-learning tool regarding standardization are in development. Expected Completion Date: Q4 of FY18 3.2. ASD Purchasing to retrain appropriate ASD and CPAU staff on Purchasing policies and procedures, and completion of required forms. ASD Concurrence: Agree Target Date: January 2018 Action Plan: In conjunction with 3.1 staff will provide training. In Progress June 2019 Management Update: The targeted completion of item 3.1 is early fall 2019. We expect to conduct ongoing training to ensure that the Department is aware of Purchasing’s revised P&P’s regarding standardization. Expected Completion Date: Winter 2019 June 2018 Management Update: Training is being done on an as needed basis. Purchasing will Attachment C STATUS OF AUDIT RECOMMENDATIONS ACCURACY OF UTILITY WATER METER BILLING AUDIT – ISSUED 8/16/17 PAGE 8 Recommendation Responsible Department(s) Original Response and Target Date Current Status (Complete, In Progress, or Not Started) Implementation Update and Expected Completion Date conduct formal training once item 3.1 is complete. Expected Completion Date: Q2 of FY19 Attachment C City of Palo Alto (ID # 10662) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Delegation of Authority to Execute CALeVIP Grant Related Agreements Title: Adoption of a Resolution Authorizing City Participation in the California Electric Vehicle Infrastructure Project (CALeVIP) to Obtain $1 Million in grant funding for Electric Vehicle Charger Rebates and to Provide $1 Million in Additional Matching Funds Electric Vehicle Charger Rebates; and Authorizing the City Manager or City Manager Designee to Execute Implementing Agreements and Documents for Participation in the Project From: City Manager Lead Department: Utilities Recommendation Staff Recommends that the City Council adopt a Resolution (Attachment A) Authorizing City Participation in the California Electric Vehicle Infrastructure Project (CALeVIP) to Obtain $1 Million in grant funding for Electric Vehicle Charger Rebates and to Provide $1 Million in Additional Matching Funds Electric Vehicle Charger Rebates; and Authorizing the City Manager or City Manager’s Designee to Execute Implementing Agreements and Documents for Participation in the Project. Background The California Energy Commission (CEC) is partnering with local energy agencies to launch an incentive program for the installation of electric vehicle charging stations throughout Santa Clara and San Mateo counties, through their California Electric Vehicle Infrastructure Project (CALeVIP). CALeVIP is funded by the CEC and administered by the Center for Sustainable Energy (CSE), a not-for-profit corporation1. In August 2019, the CEC announced the availability of $1 Million in grant funding for the City to provide cash rebates for installation of Electric Vehicle (EV) chargers at multi-family residential, mixed use and commercial buildings. Electrification of transportation is a primary strategy for the community to lower greenhouse gases, and participation in the CALeVIP program will support that strategy. CPAU’s EV Customer Programs are part of a broader City-wide collaboration on EVs involving Development Services, the Public Works Department, and the Sustainability Office. These departments have worked together to develop and 1 CSE is well known for processing state’s rebate for Electric Vehicles. CSE has also previously contracted with CPAU to process solar hot water heater rebates. City of Palo Alto Page 2 implement a portfolio of programs to facilitate the adoption of EVs in Palo Alto. These actions are outlined in the Electric Vehicle Sustainability Implementation Plan (EV SIP) with the overarching objective of lowering the community’s greenhouse gas emissions. Staff presented the current version of the EV SIP to the Utilities Advisory Commission (UAC) June 2019 and update of CPAU customer programs in September 2019. CPAU’s broader portfolio of EV customer programs are currently administered under a set of Council- approved guidelines (Staff Report #7301, October 2016) using LCFS revenues, with the primary focus on customer programs to promote EV charger installation and to educate the community on the benefit of EV transportation. The anticipated LCFS revenues and associated customer program budget for the next three years is projected to be $8.7 million. See Attachment B for details of EV Customer Programs. Discussion Staff is seeking authority to participate in this regional program, which will require preparation of implementation agreements and documents, and a commitment of $1 Million in matching funds. The source of matching funds is the revenue CPAU derives by participating in the California Air Resources Board’s (CARB) Low Carbon Fuel Standards (LCFS) program2; it is not paid by ratepayers. As part of the grant program, City of Palo Alto Utilities (CPAU) will contribute, subject to this Council approval, an additional $1 million in matching funds to promote EV charging in Palo Alto. The Palo Alto grant is part of an overall $33 Million CALeVIP regional program for Santa Clara and San Mateo counties3. It is anticipated the agreement with CSE, which will publicize and administer customer rebates using both CEC and CPAU funds, will be ready for execution in November. Though details are still being worked out, initially the CALeVIP program will offer a rebate of approximately $5,000 for medium power Level 2 (L2) charging ports for shared charger-use applications using CPAU funds, and a rebate of approximately $50,000 for high-powered Level 3 (L3) charging ports for public-use, using CEC funds. These rebates are enough to fund the installation of 150 to 200 L2 chargers and 15 to 20 L3 chargers. There is expected to be a limit of twenty L2 chargers and six L2 chargers per site. The key elements of the agreement with CSE are as follows: • The initial term of the agreement will be until December 31, 2023. • The CEC will provide $1 Million in funding for EV charger rebates for high powered L3 chargers • CPAU will also provide $1 Million in funding, of which $70,000 will be used to cover administrative expenses by CSE, with the remaining $930,000 to provide EV charger rebates to Palo Alto residents and business. • CPAU’s contribution will be paid in increments, based on CSE’s completion of certain administrative tasks, and based on utility customers claims for rebates. CPAU funding would be primarily used for medium powered L2 chargers. • The rebate levels and types of chargers and expenses eligible for rebates are still being finalized; these specifications could be modified based on experience gain during implementation. 2 CARB’s LCFS program overview is provided here: http://www.arb.ca.gov/fuels/lcfs/lcfs.htm\ CARB regulations require CPAU’s LCFS revenues generated from residential EV charging to be used to benefit current and future electric vehicle drivers in California. CPAU is also required to educate the public and customers on the benefits of EV transportation, and provide rate options that encourage off-peak charging and minimize adverse grid impacts (17 CCR Sec. 95491(d)(3)(A)(2) – (4)) 3 More details related to this grant and the CALeVIP program is linked here. City of Palo Alto Page 3 • CSE will develop an on-line portal for Palo Alto community members4 to initially reserve rebates on a first-come basis, and then process actual rebates when milestones are met or upon project completion. • Billing and payment terms, and reporting obligations by CSE will also be specified • Palo Alto’s standard contracting terms will be incorporated in the agreements and legal review will be completed before execution by the City Manager. Upon execution of the agreement and finalizing detailed program elements (currently anticipated at the end of November), CSE will begin developing processes and a web-portal for rebate processing. The EV charger rebate program is expected to be open by Spring of 2020. Staff will be promoting this and other CPAU programs to the Palo Alto community. In addition, the CALeVIP program will be promoted regionally by CSE. Resource Impact The cost associated with the CSE agreement is anticipated to be $1 million, which will be funded from existing LCFS program revenues. The CSE program is tentatively scheduled to launch in May 2020. In the FY 2020 Electric operating budget, $600,000 of LCFS funds are available for the CSE agreement and other EV programs. Based on the CSE start date, there should be sufficient funding available for the implementation of the CSE program. If there is a high adoption of EV chargers and number of rebates in FY 2020, staff will return to Council and request for additional budget from the LCFS reserves. The California Air Resources Board (CARB) developed the Low Carbon Fuel Standard (LCFS) program in compliance with AB 32 (the Global Warming Solutions Act of 2006) to reduce the carbon intensity of transportation fuels used in California by 10% by 2020. Electric utilities that provide electricity to charge EVs are eligible to receive LCFS credits based on the number of EVs in their service territory. The LCFS program requires the value of these credits to be used for the benefit of current and future EV owners. Since 2014, Palo Alto has monetized the credits and has $3.3 million in funds available in current reserves for use for the benefit of EV owners. Additional revenues of $1M - $1.5M per year is anticipated through year 2030. No rate-payer funds will be utilized. Stakeholder Engagement The CALeVIP grant-funded EV charger rebate programs are being promoted through the Chamber of Commerce and through Commercial and Residential Customer newsletters. Customer utility bill inserts are also being planned. Direct outreach to key utility accounts is being facilitated by the City’s Key Account Representatives, and the City is reaching out directly to potential hosts for public L3 chargers, including neighborhood commercial centers. Customers interested in participating in the program to install EV chargers can seek expert assistance (provided by a consultant under contract with the City) by emailing EVAdvisor@cityofpaloalto.org or by calling 650-329-2241. Utilities staff is also ensuring that the Public Works department is aware of the availability of this funding for EV infrastructure at City facilities. Staff has also done some surveys/public outreach related to the City’s broader strategy for using LCFS funds on other programs that promote EV charging throughout Palo Alto, and will do additional outreach about the City’s overall EV strategy as needed during the 2020 Sustainability and Climate Action Plan update. 4 CSE has already developed and implemented other regional CALeVIP programs and will bring experience gained from those programs to this bay area program. City of Palo Alto Page 4 Policy Implications This recommendation is consistent with the Council-approved Utilities Strategic Plan to manage finances optimally and use resources efficiently to meet customer service priorities. The recommendation is also consistent with City’s Climate Action plan to lower community greenhouse gas emissions. Environmental Review Adoption of the proposed resolution and participation in the CALeVIP grant program is not subject to environmental review under the California Environmental Quality Act (CEQA) because it is not a “project” within the meaning of CEQA Section 21065, and CEQA guideline 15378, because it does not have a potential for resulting in a direct or indirect physical change in the environmental. Attachments A. Resolution B. Detailed Description and Projected Expenditures of EV Customer Programs Attachments: • Attachment A: Resolution for CALeVIP Participation • Attachment B: CALeVIP Report of EV Customer Programs 6055287 ATTACHMENT A *NOT YET APPROVED* Resolution No. Resolution of the Council of the City of Palo Alto Authorizing the City of Palo Alto to Participate in the California Electric Vehicle Infrastructure Project (CALeVIP) to Incentivize Installation of Electric Vehicle Chargers, Including the Contribution of Matching Funds, and Authorizing the City Manager to Execute Implementing Agreements R E C I T A L S A. On November 28, 2016, City Council approved the Sustainability Climate Action Plan (S/CAP) to lower the greenhouse gas emissions of the Palo Alto community; On December 11, 2017 Council accepted the Sustainability Implementation Plan which identified the need to development electric vehicle charging infrastructure to meet the community’s greenhouse gas reduction goals. B. City of Palo Alto has adopted a multi-faceted approach to install and facilitate the installation of EV charging in Palo Alto, primarily with the use of grant funds and revenues derived by City of Palo Alto Utilities (CPAU) participation in the California Air Resources Board’s Low Carbon Fuel Standards Program. C. The California Energy Commission (CEC) has approved funding of up to $200 Million (CEC Funds) for the design and implementation of an electric vehicle charger installation project – the California Electric Vehicle Infrastructure Project (CALeVIP) – throughout California, and in turn contracted with the Center for Sustainable Energy (CSE) to implement CALeVIP. D. At the request of CPAU and other Bay Area electricity providers, the CEC has authorized CSE to utilize $33 Million of the CALeVIP CEC Funds towards an incentive program in Santa Clara and San Mateo counites, the Peninsula/Silicon Valley Incentive Project (P/SVIP). The CEC has designated $1 Million of the P/SIP funds for City of Palo Alto utility customer rebates. The CEC funds will provide cash rebates for installation of EV chargers at multi-family residential, mixed use and commercial buildings in Palo Alto. E. In order to access the CEC Funds, the City of Palo Alto must enter into an implementing agreement with CSE and provide matching funds in the amount of $1 Million. $70,000 of the Matching Funds will be used for CSE’s program administration costs, with the remaining $930,000 being used to provide additional utility customer rebates for installation of EV chargers. F. It is anticipated that participation in the P/SBIP CALeVIP will facilitate the installation of approximately 180 Level 2 chargers and 180 Level 3 DC fast chargers, thereby helping to meet the City’s Sustainability and Climate Action Plan goal of reducing the City’s carbon footprint by 80% by 2030. The Council of the City of Palo Alto does hereby RESOLVE as follows: 6055287 SECTION 1. The Council hereby adopts the resolution Authorizing the City of Palo Alto to Participate in the California Electric Vehicle Infrastructure Project (CALeVIP) to Incentivize Installation of Electric Vehicle Charging Stations, Including the Contribution of $1 Million in Matching Funds, and Authorizing the City Manager to Execute Implementing Agreements. SECTION 2. The Council further grants the City Manager the authority to execute and approve any future implementing documents or agreements, within the parameters of the CALeVIP program. SECTION 3. The Council finds that the adoption of this resolution does not require environmental review under the California Environmental Quality Act (CEQA) because it is not a “project” within the meaning of CEQA Section 21065, and CEQA guideline 15378, because it does not have a potential for resulting in a direct or indirect physical change in the environmental. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Senior Deputy City Attorney City Manager Director of Utilities Director of Administrative Service Attachment B Page 1 of 3 Description of Portfolio of Electric Vehicle Customer Programs The Utilities Department is anticipating to devote Low-Carbon Fuel Standard Funds to the following programs for CY 2019 through CY 2021. These are estimates, actual expenditure could change considerably based on the customer demand for individual programs. The total expenditure of all programs would be within budgetary limits approved by Council annually. 1. Point of Purchase EV Rebates: In accordance with Section 95483(c) of CARB’s Low Carbon Fuel Standard regulations, 20% of funds will be provided to the State to provide point of purchase rebates to EV buyers. Palo Alto share is estimated at $1M over 3 years. 2. Electric Vehicle Supply Equipment (EVSE) Rebates: Up to $3.7 million will be devoted to providing rebates for multi-unit dwellings (MUDs), non-profits, and schools, with rebate levels as described below, and up to $600,000 for new technical assistance program to be launched in fall 20191 to these customers. 3. Transformer Upgrades: • MUDs, non-profits, and schools - Up to $800,000 may be used to provide rebates when the installation of EV chargers necessitates a new electrical service or transformer upgrade. • Single-family homes - Up to $230,000 may be used to reimburse customers for utility connection fees when the installation of EVSE results in the need for a utility transformer upgrade 4. CEC Grant for Workplace Charging: Up to $1 million may be used as matching funds for the California Energy Commission’s CALeVIP (California Electric Vehicle Infrastructure Project) program to provide rebates for EV charging infrastructure (focus on publicly available Level 3 chargers at neighborhood centers and Level 2 workplace chargers, but multi-family buildings are also eligible). 5. Pilot Programs: Up to $150,000 may be used for EV-related pilot programs, to be approved by the Utilities Director or his designee. 6. Program Administration and Marketing: Up to $400,000 total over three years may be used for program administration, education, outreach, and marketing. 7. Other Programs to be Determined: Explore use of remaining funds ($680,000) for other EV-related purposes, subject to additional Council and/or City Manager approval, including but not limited to: a. All-Electric Home Rebates: Explore using up to $400,000 to provide rebates for equipment in all- electric homes related to EV charger installation. b. Program for Low-Income Residents: Explore using up to $300,000 to provide incentives to low- income customers for purchase of a used EV. c. LEV (Light Electric Vehicle) rebate program: Explore using up to $30,000 to provide rebates for e- bikes, e-scooters, e-skateboards and other LEVs. 1 EV Solutions and Technical Assistance Program Staff Report Attachment B Page 2 of 3 CY2019-2021 Draft Allocation of Projected $8+ Million in Anticipated Low-Carbon Fuel Standard Funding Sector Program CY 2019 – 2021 Funding Goal All Palo Alto residents Funding for State-mandated, State-run Point of Purchase rebate program currently in development $1,000,000* TBD, will provide additional incentives for EV buyers Multi-family, Non-profits, and Schools Charger rebates $3,700,000 Install 200-400 EV charging ports at 60-90 locations supporting 1800-2400 vehicles, 10-20% of population Consultant for Technical Assistance $600,000 Transformer Upgrades $800,000 Non-residential (multi-family and City also eligible) Matching funds for CEC’s CALeVIP grant program providing rebates for private charging infrastructure. Expected to receive $1M from CEC. $1,000,000** Install Level 3 chargers at neighborhood commercial centers, fund 200-400 additional workplace chargers Single-family All-Electric Home Incentives $400,000** Reduce costs of single-family EV adoption and building electrification Reimburse utility connection upgrade fees $230,000 Low-Income Low-income EV purchase incentives $300,000** TBD, additional incentives for low-income EV buyers in PA All Administration $300,000 Promote EV adoption, other goals TBD as new pilots and programs are developed Education, Marketing and Outreach $100,000 Pilot programs $150,000 Other programs to be determined $150,000 LCFS FUNDING TOTAL $8,730,000 *State run point of purchase EV rebate program – Palo Alto required to provide 20% of LCFS credits sales proceeds ** These three programs will be explored and require additional Council and City Manager approvals Attachment B Page 3 of 3 City of Palo Alto (ID # 10710) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Approval of a BPO for Off-Haul Services Title: Approval of a Blanket Purchase Order With TMT Enterprises, Inc. for Construction Material/Debris Hauling and Disposal Services in a Not-to- Exceed Amount of $5,561,930 for up to Five Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or designee to execute a blanket purchase order with TMT Enterprises, Inc. in a not-to-exceed amount of $5,561,930 for hauling and disposal services of construction material/debris for up to five years. Background The City’s Public Works and Utilities Departments are responsible for the maintenance, repair, replacement, and construction of City streets, sidewalks and underground utilities. These activities generate substantial construction material debris that must be picked up from the Municipal Services Center (MSC), hauled away, and disposed of at appropriate facilities. The ongoing maintenance and operation of the City’s Utilities Department (CPAU) produces several thousand tons of construction material/debris annually including: mixed concrete and asphalt rubble, clean fill dirt and mixed dirt, and concrete/asphalt rubble. Construction material/debris produced by the Public Works department includes clean concrete rubble, yard waste and brush material, and clean asphalt grindings. Prior to the full closure of the City’s landfill in July 2011, both the Utilities and Public Works Departments were able to utilize the landfill for disposal of several thousand tons of construction debris annually at substantially reduced costs. There were also no hauling fees incurred by the City when using the landfill. This is no longer an option for disposing of construction material. Discussion Due to the high volume of construction in both the Utilities and Public Works Departments, it is essential that there is a reliable system in place to dispose of large amounts of construction City of Palo Alto Page 2 debris. When the City’s landfill closed, it was necessary to locate a new disposal site and to have the material delivered to the location. In 2016, the City executed two blanket purchase orders for off hauling and disposal of construction material debris to TMT Enterprises and Dillard Trucking, and in a not-to-exceed amount of $3,507,233 (Staff Report #7393). The current contract is scheduled to expire on December 31, 2019. Bid Process On September 10, 2019, the City posted a notice requesting formal quotations (RFQ) for the hauling and disposal services in the City’s electronic procurement system, PlanetBids. The bidding period was 22 calendar days. Two contractors submitted quotations on October 1, 2019 as listed in the attached Bid Summary (Attachment A). City of Palo Alto Page 3 Bid Name/Number Off-haul Services, RFQ Number 176773 Proposed Length of Project 5 years (subject to annual renewal) Number of Bids Mailed to Contractors 0 (electronic documents were available in PlanetBids) Number of Bid Notices Emailed to Contractors and Builder’s Exchanges 0 Total Days to Respond to Bid 22 Pre-Bid Meeting? No Number of Company Attendees at Pre-Bid Meeting NA Number of Bids Received: 2 Bid Price Range $5,561,930 to $5,887,500 Staff has reviewed the submitted bids and recommends that the bid of $5,561,930 submitted by TMT Enterprises Inc. be accepted and that TMT Enterprises Inc. be declared the lowest responsible bidder. The bid item quantities specified in the Request for Quotation (RFQ) for this on-call service contract were for bidding purposes only, the vendor will be compensated for the actual work performed. Staff confirmed with the Contractor's State License Board that the contractor has active licenses on file. Staff checked references provided by the contractor for previous work performed and found no complaints. Staff also confirmed that the contractor is registered and in good standing with the Department of Industrial Relations (DIR). In addition, TMT Enterprises Inc. has contracted with the City on the previous off-haul contract and they have demonstrated the ability to provide the service. Resource Impact The bid includes pricing for a 5-year agreement. Funding for the first year of this blanket order is available in the FY 2020 Utility and Public Works Operating and Capital Improvement Budgets. Continued service under this contract for FY 2021 through FY 2024 will be subject to satisfactory performance by the contractor and City Council approval of annual appropriations. Policy Implications Authorization of this blanket purchase order does not represent any change to existing policy. The vendor will deliver the construction material to various quarries in the Bay Area depending on material type. The quarries receiving the construction debris will recycle the material into base rock, road base, asphalt, and clean dirt. Stakeholder Engagement Stakeholder engagement for this project consisted of the request for quotations and bidding process described above. No public engagement was deemed necessary. City of Palo Alto Page 4 Environmental Review Council’s approval of the blanket purchase order for hauling and disposal services of construction debris from existing Utilities and Public Works facilities is categorically exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines 15301(b) and (c) (operation, repair, maintenance of existing facilities), thus no environmental analysis is required. Attachment Attachment A - Bid Summary Attachments: • Attachment A: Bid Summary Year 1 Description Unit of Measure Quantity TMT Unit Price TMT Line Total RJR Unit Price RJR Line Total Clean concrete rubble Ton 1500 $17.00 $25,500.00 $65.00 $97,500.00 Clean asphalt grindings Ton 1500 $17.00 $25,500.00 $60.00 $90,000.00 Mixed concrete and asphalt rubble Ton 1000 $17.00 $17,000.00 $75.00 $75,000.00 Clean fill dirt Ton 1000 $74.50 $74,500.00 $65.00 $65,000.00 Mixed dirt and concrete/asphalt rubble Ton 5000 $74.50 $372,500.00 $88.00 $440,000.00 Yard waste and brush material Ton 3000 $132.00 $396,000.00 $105.00 $315,000.00 Subtotal $ 911,000.00 1,082,500.00$ Year 2 Description Unit of Measure Quantity TMT Unit Price TMT Line Total RJR Unit Price RJR Line Total Clean concrete rubble Ton 1500 $18.70 $28,050.00 $65.00 $97,500.00 Clean asphalt grindings Ton 1500 $18.70 $28,050.00 $60.00 $90,000.00 Mixed concrete and asphalt rubble Ton 1000 $18.70 $18,700.00 $75.00 $75,000.00 Clean fill dirt Ton 1000 $81.95 $81,950.00 $65.00 $65,000.00 Mixed dirt and concrete/asphalt rubble Ton 5000 $81.95 $409,750.00 $88.00 $440,000.00 Yard waste and brush material Ton 3000 $145.20 $435,600.00 $105.00 $315,000.00 Subtotal $ 1,002,100.00 1,082,500.00$ Year 3 Description Unit of Measure Quantity TMT Unit Price TMT Line Total RJR Unit Price RJR Line Total Clean concrete rubble Ton 1500 $20.57 $30,855.00 $75.00 $112,500.00 Clean asphalt grindings Ton 1500 $20.57 $30,855.00 $70.00 $105,000.00 Mixed concrete and asphalt rubble Ton 1000 $20.57 $20,570.00 $85.00 $85,000.00 Clean fill dirt Ton 1000 $90.15 $90,150.00 $75.00 $75,000.00 Mixed dirt and concrete/asphalt rubble Ton 5000 $90.15 $450,750.00 $95.00 $475,000.00 Yard waste and brush material Ton 3000 $159.72 $479,160.00 $115.00 $345,000.00 Subtotal $ 1,102,340.00 1,197,500.00$ Year 4 Description Unit of Measure Quantity TMT Unit Price TMT Line Total RJR Unit Price RJR Line Total Clean concrete rubble Ton 1500 $22.63 $33,945.00 $75.00 $112,500.00 Clean asphalt grindings Ton 1500 $22.63 $33,945.00 $70.00 $105,000.00 Mixed concrete and asphalt rubble Ton 1000 $22.63 $22,630.00 $85.00 $85,000.00 Clean fill dirt Ton 1000 $99.17 $99,170.00 $75.00 $75,000.00 Mixed dirt and concrete/asphalt rubble Ton 5000 $99.17 $495,850.00 $95.00 $475,000.00 Yard waste and brush material Ton 3000 $175.69 $527,070.00 $115.00 $345,000.00 Subtotal $ 1,212,610.00 1,197,500.00$ Year 5 Description Unit of Measure Quantity TMT Unit Price TMT Line Total RJR Unit Price RJR Line Total Clean concrete rubble Ton 1500 $24.89 $37,335.00 $85.00 $127,500.00 Clean asphalt grindings Ton 1500 $24.89 $37,335.00 $80.00 $120,000.00 Mixed concrete and asphalt rubble Ton 1000 $24.89 $24,890.00 $95.00 $95,000.00 Clean fill dirt Ton 1000 $109.09 $109,090.00 $85.00 $85,000.00 Mixed dirt and concrete/asphalt rubble Ton 5000 $109.09 $545,450.00 $105.00 $525,000.00 Yard waste and brush material Ton 3000 $193.26 $579,780.00 $125.00 $375,000.00 Subtotal $ 1,333,880.00 1,327,500.00$ Total $5,561,930.00 $5,887,500.00 CITY OF PALO ALTO UTILITIES & PUBLIC WORKS BID SUMMARY TABLE ‐ RFQ 176773 CONSTRUCTION DEBRIS OFF‐HAUL Attachment A City of Palo Alto (ID # 10734) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Resolutions for AWPS 1 MGD Funding Title: Adoption of two Resolutions to Execute Clean Water State Revolving Fund (SRF) Financial Assistance Application and Agreement if Awarded and to Designate the Amount of Project Expenditures to be Reimbursed by SRF Proceeds for the Advanced Water Purification System, 1 MGD Project at the Regional Water Quality Control Plant (WQ-19003) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Adopt a Resolution (Attachment A) authorizing the City Manager or his designee to execute and submit a Clean Water State Revolving Fund Financial Assistance Application to the State Water Resources Control Board (SWRCB) on behalf of the Palo Alto Regional Water Quality Control Plant (RWQCP) for the planning, design, and construction of the Advanced Water Purification System 1 MGD project (WQ-19003), and execute SRF financial assistance agreements and any amendments with the SWRCB; and 2. Adopt a Resolution (Attachment B) designating the amount of the Advanced Water Purification System 1 MGD project expenditures to be reimbursed by proceeds from the Clean Water State Revolving Fund. Executive Summary A facility to reduce recycled water salinity at the Regional Water Quality Control Plant (RWQCP) has been evaluated at the feasibility/preliminary design level. Staff recommends Council adopt the proposed resolutions which are necessary to complete the application for a low interest loan from the State Water Resources Control Board, Clean Water State Revolving Fund (SRF) for project costs. The facility will be an advanced water purification system (AWPS) consisting of micro- or ultrafiltration followed by reverse osmosis. The AWPS would provide 1 million gallons per day (MGD) of low-salt product water that would be blended with current recycled water to provide enhanced recycled water with total dissolved solids between 400 and 500 milligrams per liter (mg/L). Staff plans to adjust the SRF funding request pursuant to any finalized agreements between City of Palo Alto, City of Mountain View, and Santa Clara Valley Water City of Palo Alto Page 2 District (Valley Water) that would provide partial funding separate from the SRF loan for this facility. Several steps in the loan process will require Council action, including approval of the final loan amounts, and staff will return to Council accordingly. Background Regional Water Quality Control Plant The RWQCP treats and discharges wastewater collected from the communities of Palo Alto, Mountain View, Stanford University, Los Altos, Los Altos Hills, and the East Palo Alto Sanitary District (Partners). In 2018, only 4% of the RWQCP treated wastewater was used as recycled water for irrigation and toilet flushing (non-potable reuse) in Palo Alto and Mountain View. The RWQCP currently has the treatment capacity to produce 4.5 MGD of recycled water, or 26% of the total wastewater treated in 2018. However, this water needs to be treated to a higher quality to attract more customers; irrigators have expressed concern that the salinity of current recycled water has negative impacts for sensitive plants such as redwood trees. Advanced Water Purification System 1 MGD Project (Salt-Removal Plant) In 2015 Council certified the Final Environmental Impact Report (EIR) for the proposed recycled water distribution pipeline expansion to south Palo Alto, also referred to as the Phase 3 Recycled Water Pipeline or the City of Palo Alto Recycled Water Project (Staff Report #5962). The EIR included a mitigation measure to treat and reduce the recycled water salinity prior to use. In March 2016, Council approved a contract with MNS Engineers, Inc. and GHD, Inc. along with an agreement for Palo Alto staff to collaborate with Valley Water and City of Mountain View on a feasibility study that evaluated salt reduction technologies, facility sizing, initial siting, and preliminary cost estimates (Staff Report #6458). The Final Advanced Water Purification System Feasibility Study was completed in May 2017 and recommended an advanced water purification system (AWPS) consisting of micro- or ultrafiltration followed by reverse osmosis as the salt reduction treatment technology based on its proven industry performance. To meet short and long term recycled water demands, the Feasibility Study recommended an AWPS Facility that could be constructed in two phases: Phase 1 would consist of an AWPS sized to provide 1 MGD of low-salt product water (the project which is the subject of this Staff Report) while Phase 2 would expand upon Phase 1 infrastructure to provide 2 MGD of low-salt product water. Product water from both Phases would be blended with the currently-produced recycled water to provide 2 and 4 MGD of enhanced recycled water, respectively, that would have total dissolved solids concentrations between 400 and 500 mg/L.1 A Preliminary/Conceptual Design Report for the phased AWPS was completed in December 2017, and partial funding for completion of the design and construction has been included in the potential agreement between the City of Palo Alto, the City of Mountain View, and Valley Water on water reuse currently being considered by Council (Staff Report #10627). Clean Water State Revolving Fund Program The State Water Resources Control Board (SWRCB), Division of Financial Assistance administers 1This planning-level target would meet the City of Palo Alto’s Salinity Reduction Policy of 600 mg/L (Resolution No. 9035). City of Palo Alto Page 3 the SRF program. The SRF program has a fixed amount of funds available each year and provides loans to agencies for wastewater treatment and recycled water projects based on a new priority scoring system. Complete application packages are to be submitted by December 31 for consideration of funding the following year. The program’s low interest rates, currently 1.3%, and other favorable terms help lower total project costs, maximizing benefits to rate- payers and partner agencies. Previously, the City obtained SRF loans for the Sludge Dewatering and Truck Loadout Facility ($25.7 million, 30-year term), Ultraviolet Disinfection Facility ($8.5 million, 20-year term), and Palo Alto/Mountain View Recycled Water Pipeline ($9.0 million, 20- year term). Discussion Staff is pursuing an SRF loan for the AWPS 1 MGD facility (Phase 1). Due to timing constraints for the next round of SRF funding, the application will request $22 million to cover planning, design, and construction costs.2 City of Palo Alto has final approval of the Project and loan amount requested as the lead agency and SRF loan applicant. As such, Staff plans to amend the SRF funding request pursuant to any finalized agreements between City of Palo Alto, City of Mountain View, and Valley Water that would provide partial funding separate from the SRF loan for this facility. Several steps in the loan process will require Council action, including approval of the final loan amounts, and staff will return to Council accordingly. Staff will return to Council for approval of the (a) final SRF loan, (b) design contract, (c) construction management contract, and (d) construction contract. Staff has developed components of an SRF application for the AWPS 1 MGD project. To finalize the application, Council adoption of two resolutions is required. The items currently brought for Council approval are: 1. Adoption of Authorizing Resolution (Attachment A) Authorizing the City Manager or his designee to apply for an SRF loan for planning, design, and construction of the AWPS 1 MGD facility. The resolution also authorizes the City Manager or his designee, the Director of Public Works, or the Manager of the Regional Water Quality Control Plant, to execute SRF financial assistance agreements and any amendments with the SWRCB. The SRF financial assistance agreements do not obligate the City to borrow the funding. 2. Adoption of Reimbursement Resolution (Attachment B) The SRF program requires the City to pay for project costs and then be reimbursed by the SRF loan. Through the Reimbursement Resolution, Council will designate a maximum of $22 million in advance funding for expenditures for the AWPS 1 MGD project. 2Previous cost estimate escalated to 2019 dollars and includes reimbursement of planning costs (e.g., feasibility and preliminary design phases). City of Palo Alto Page 4 Timeline City of Palo Alto Council consider water reuse agreement with Valley Water and City of Mountain View November 18, 2019 City of Mountain View Council consider water reuse agreement November 18, 2019 Valley Water Board of Directors consider water reuse agreement December 10, 2019 Deadline for SRF application submittals for next funding round December 31, 2019 Amendment to City of Mountain View Partner agreement for AWPS 1 MGD cost share March 2020 Determination of SRF loan request from SWRCB May 2020 Adjustment of SRF loan request June 2020 Design contract solicitation June 2020 City of Palo Alto Council approval of design contract August 2020 Resource Impact There are no financial impacts associated with the adoption of these resolutions. Applying for SRF funds does not obligate the City to proceed with the project nor borrow the financing amount. The resource impact of proceeding with the project will be evaluated when staff brings the design and construction contracts to Council to approve and award. The funding for the design for the AWPS 1 MGD facility is included in the Fiscal Year 2020 Wastewater Treatment Fund Capital Improvement Program, Advanced Water Purification Facility Project (WQ-19003). Staff plans to amend the SRF funding request pursuant to any finalized agreements between City of Palo Alto, City of Mountain View, and Valley Water that would provide partial funding separate from the SRF loan for this facility. Several steps in the loan process will require Council action, including approval of the final loan amounts, and staff will return to Council accordingly. Repayment of the 30-year SRF loan would be expected to begin one year after construction is completed and would be included as an expense in that Fiscal Year’s Wastewater Treatment Fund operating budget. Stakeholder Engagement Palo Alto hosted a community meeting on October 23, 2019 to inform the community and answer questions about the components of the proposed agreement between the City of Palo Alto, City of Mountain View, and Valley Water, including partial funding for the AWPS 1 MGD/Salt Removal Facility. Approximately 20 members of the public attended and approached staff during the break-out sessions to get direct answers to questions. The majority of comments were focused on other agreement tenets and were overall supportive of the AWPS 1 MGD facility. Previous community meetings and web site information discussed the City of Palo Alto Page 5 relationship of water reuse to other RWQCP programs and the water reuse EIR discussed below. Environmental Review Through adoption of Resolutions 9548 and 9549, the City of Palo Alto City Council acting as lead agency, certified the Palo Alto Recycled Water Project Environmental Impact Report (EIR) and modified the City’s Long-Range Facilities Plan for the Regional Water Quality Control Plant to include implementation of the City of Palo Alto Recycled Water Project. The Notice of Determination for the City of Palo Alto Recycled Water Project was filed on October 1, 2015. The AWPS was identified as a potential mitigation measure in the previously adopted EIR. An addendum to the EIR was prepared to evaluate the AWPS impacts; the addendum determined that the AWPS would not result in new or more severe significant impacts than those identified in the EIR. The addendum was posted to the State Clearing House for public review from September 19 – October 3, 2019. The Notice of Determination for the AWPS 1 MGD Project will be filed following this City Council meeting. Attachments: Attachment A - Authorizing Resolution Attachment B - Reimbursement Resolution 1 Resolution No. Resolution of the Council of the City of Palo Alto Approving the City’s Submittal of a Financial Assistance Application to the State Water Resources Control Board for the Advanced Water Purification System (AWPS) 1 MGD Project R E C I T A L S A.The State of California State Water Resources Control Board (the “Board”) has a funding program entitled “Clean Water State Revolving Fund,” (“CWSRF”) and pursuant to this program, the Board makes funds available for various capital wastewater‐ and recycled water‐related projects. B.The City of Palo Alto (the “City”) owns and operates the Regional Water Quality Control Plant (the “Plant”) and engages in various capital improvement projects to improve and maintain the Plant. C.The City wishes to apply for CWSRF funds to cover the cost of the Advanced Water Purification System Project (“Project”), which was identified as part of a mitigation measure in the City of Palo Alto Recycled Water Project Environmental Impact Report, certified in 2015, and Addendum dated September 13, 2019. D.The Project will be implemented in multiple phases in order to gradually increase recycled water production capacity. The City is currently seeking CWSRF funding for Phase 1 of the project. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby finds that it is in the City and the public’s interest in the health, safety and welfare of the community to file Financial Assistance Application(s) with the Board to seek funds made available under the State Revolving Fund for the Project. SECTION 2. The Council hereby authorizes and directs the City Manager or his designee, the Director of Public Works or the Manager of the Plant, to: (a)File and sign, for and on behalf of the City of Palo Alto, a Financial Assistance Application for a financing agreement from the Board for the planning, design, and construction of the Project. (b)Provide the assurances, certifications, and commitments required for the Attachment A NOT YET APPROVED 2 financial assistance application, including executing a financial assistance agreement from the Board and any amendments or changes thereto. (c)Represent the City in carrying out the City’s responsibilities under the financing agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. SECTION 3. The Council finds that the filing of a Financial Assistance Application with the State Water Resources Control Board does not constitute a project requiring California Environmental Quality Act (CEQA) review. This action does not meet the definition of a project under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. The Council further finds that the potential environmental effects of implementation of the Project has been disclosed and analyzed in accordance with CEQA in the Addendum to the 2015 Palo Alto Recycled Water Project Environmental Impact Report. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Senior Deputy City Attorney City Manager Director of Public Works 1 Resolution No. Resolution of the Council of the City of Palo Alto Authorizing the Reimbursement of Funding for the Advanced Water Purification System (AWPS) 1 MGD Project from the State Water Resource Control Board R E C I T A L S A.The City of Palo Alto (the “City”) desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, including certain treatment facilities, pipelines and other infrastructure (the "Project"); and B.The City intends to finance the construction and/or reconstruction of the Project or portions of the Project with moneys ("Project Funds") provided by the State of California, acting by and through the State Water Resources Control Board (State Water Board); and C.The State Water Board may fund the Project Funds with proceeds from the sale of obligations the interest upon which is excluded from gross income for federal income tax purposes (the "Obligations"); and D.Prior to either the issuance of the Obligations or the approval by the State Water Board of the Project Funds the City desires to incur certain capital expenditures (the "Expenditures") with respect to the Project from available moneys of the City; and E.The City has determined that those moneys to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period and it is necessary for the State Water Board to reimburse the City for the Expenditures from the proceeds of the Obligations. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City hereby states its intention and reasonably expects to reimburse Expenditures paid prior to the issuance of the Obligations or the approval by the State Water Board of the Project Funds. SECTION 2. The reasonably expected maximum principal amount of the Project Funds is $22,000,000. SECTION 3. This resolution is being adopted no later than 60 days after the date on which the City will expend moneys for the construction portion of the Project costs to Attachment B NOT YET APPROVED 2 be reimbursed with Project Funds. SECTION 4. Each City expenditure will be of a type properly chargeable to a capital account under general federal income tax principles. SECTION 5. To the best of our knowledge, the City is not aware of the previous adoption of official intents by the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax‐exempt obligations have not been issued. SECTION 6. This resolution is adopted as official intent of the City in order to comply with Treasury Regulation §1.150‐2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of Project costs. SECTION 7. All the recitals in this Resolution are true and correct and this City so finds, determines and represents. SECTION 8. The Council finds that its authorization of funding reimbursement does not constitute a project requiring review under the California Environmental Quality Act (CEQA) or CEQA Guidelines. This action does not meet the definition of a project under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor 3 APPROVED AS TO FORM: APPROVED: Senior Deputy City Attorney City Manager Director of Public Works City of Palo Alto (ID # 10745) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Declaration of Weeds a Nuisance Title: Adoption of a Resolution Declaring Weeds to be a Public Nuisance and Setting January 13, 2020 for a Public Hearing for Objections to Proposed Weed Abatement From: City Manager Lead Department: Fire Recommendation Staff recommends that Council adopt the attached resolution: 1) Declaring weeds to be a public nuisance; 2) Setting January 13, 2020 for a public hearing on objections to proposed weed abatement; and 3) Directing staff to publish a notice of hearing in accordance with the provisions of the Palo Alto Municipal Code. Background On April 18, 1977, the City Council approved an agreement with Santa Clara County for the administration of weed abatement within the City of Palo Alto. This agreement has reduced the City’s costs and staff time required for administration of weed abatement. For the past 42 seasons, the weed abatement program has been expeditiously carried out by the County Department of Agriculture and Resource Management with results satisfactory to Palo Alto residents. Discussion Palo Alto Municipal Code Chapter 8.08 specifies weed abatement procedures. The chapter requires property owners or occupants to remove certain weeds, as defined in Section 8.08.010 that exist upon their premises, public sidewalks, streets or alleys. It also specifies the procedures to be followed to abate weeds, in the event owners do not remove them. The procedures: - Resolution of the City Council declaring weeds to be a public nuisance. This resolution sets the time and place for hearing any objections to the proposed weed abatement. City of Palo Alto Page 2 - Public Notice. This notice informs property owners of the passage of the resolution and provides that property owners shall remove weeds from their property, or the abatement will be carried out by Santa Clara County (County). The City then publishes a legal advertisement in the local newspaper announcing the date of the public hearing. - Public Hearing. The Council must conduct a public hearing, at which time any property owner may appear and object to the proposed weed destruction or removal. After the City Council hearing and considering any objections the Council may allow or overrule any or all objections. If objections are overruled, the County will be asked to perform the work of destruction and removal of weeds. The action taken by the Council at the November 18, 2019 meeting will set this public hearing date for January 13, 2020. Resource Impact There is no direct fiscal impact of this action to the City. The City of Palo Alto administers the weed abatement program with the County Department of Agriculture and Resource Management with a minimal amount of staff time. All charges for the weed abatement services are included as a special assessment on bills for taxes levied against the respective lots and parcels of land. Such charges are considered liens on these properties. The Weed Abatement Program is a cost recovery program and does not receive funding from City or County general funds. Policy Implications This procedure is consistent with existing City policies. Environmental Review 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 - Step 1 - Declaring Weeds to be Nuisance Setting Public Hearing (2) NOT YET APPROVED {date] sh ________1 Resolution No. _____ Resolution of Intention of the Council of the City of Palo Alto Declaring Weeds to be a Nuisance and Setting January 13th, 2020 for a Public Hearing for Objections to Proposed Weed Abatement R E C I T A L S A. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code, are anticipated to develop during calendar year 2020 upon streets, alleys, sidewalks, and parcels of private property within the City of Palo Alto sufficient to constitute a public nuisance as a fire menace when dry or are otherwise combustible, or otherwise to constitute a menace to the public health as noxious or dangerous. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code, which are anticipated to develop during calendar year 2020 upon streets, alleys, sidewalks, and parcels of private property within the City of Palo Alto, are hereby found and determined to constitute a public nuisance. Such nuisance is anticipated to exist upon some of the streets, alleys, sidewalks, and parcels of private property within the City, which are shown, described, and delineated on the several maps of the properties in said City which are recorded in the Office of the County Recorder of the County of Santa Clara, reference in each instance for the description of any particular street, alley, or parcel of private property being hereby made to the several maps aforesaid, and, in the event of there being several subdivision maps on which the same lots are shown, reference is hereby made to the latest subdivision map. SECTION 2. THEREFORE, IT IS ORDERED that the said public nuisance be abated in the manner provided by Chapter 8.08 of the Palo Alto Municipal Code: IT IS FURTHER ORDERED that a public hearing shall be held on the 13th day of January, 2020, at the hour of 5:00 pm, or as soon thereafter as the matter may be heard, at the Council Chambers of the Civic Center of said City, at which the Council shall hear objections to the proposed weed abatement of such weeds and give any objections due consideration; IT IS FURTHER ORDERED that the Fire Chief of the City of Palo Alto is directed to give notice of the public hearing in the time, manner and form provided in Chapter 8.08 of the Palo Alto Municipal Code. SECTION 3. Unless the nuisance is abated without delay by the destruction and removal of such weeds, the work of abating such nuisance will be done by the County of Santa Clara Department of Agriculture and Resource Management Office on behalf of the City of Palo Alto, and the expenses thereof assessed upon the lots and lands from which, and/or in the front and rear of which, such weeds shall have been destroyed and removed. NOT YET APPROVED {date] sh ________2 SECTION 4. The Santa Clara County, County Counsel has determined the Weed Abatement Program to be categorically exempt from the provisions of the California Environmental Quality Act (“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 City of Palo Alto (ID # 10765) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: 1050 Page Mill Road: Update Timing of Traffic Mitigation to Consolidate Projects Title: Approval of Modification of the 1050 Page Mill Road Mitigation Monitoring Program to Extend the Time for Completion of Traffic Mitigation Measures for Intersection Improvements on Page Mill Road at Hanover Street and Hansen Way to Allow Coordination With County Proposed Improvements From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council modify the required time for completion of a traffic mitigation measure to a previously adopted mitigation monitoring program for 1050 Page Mill Road to allow for coordination with a separate Santa Clara County right-of-way construction project. Executive Summary To minimize construction impacts on residents, Sand Hill Properties has volunteered to work with the City of Palo Alto and the County of Santa Clara to consolidate two right-of-way projects into one project that would be implemented by Sand Hill Properties under a contract being negotiated between the developer and the County. One project consists of intersection improvements required by the City as a project mitigation measure on Page Mill Road at/between Hanover Street and Hansen Way. The other is a broader County project that includes the same intersection. To do so, Sand Hill Properties, the developer of 1050 Page Mill Road, needs City Council approval of a change in the required timing of traffic mitigation measure implementation. The Council-approved mitigation measures are contained in the Mitigation Monitoring Program (MMP, Attachment A). The MMP was approved on January 11, 2015 at the same time that Council certified and adopted findings for the Environmental Impact Report (EIR) for the 1050 Page Mill Road project. The consolidation of the two roadway projects would allow the Hanover Street and Page Mill Road improvements to be implemented City of Palo Alto Page 2 much sooner than if the projects were done separately. Background: In June 2015, the County of Santa Clara Roads and Airports Department (County) developed the Page Mill Road Corridor Study Report (Report). The Report identified concept improvement plans for Page Mill Road, between El Camino Real and Foothill Expressway (Report - https://www.sccgov.org/sites/rda/PnS/PS/Documents/PageMill%20Study/Page%20Mill%20Cor ridor%20Study%20Executive%20Summary-6-11-15.pdf). The Report had combined the results of three separate, but coordinated, planning efforts. These were (1) the I-280/Page Mill Road Interchange Study, (2) Page Mill Conceptual Plan Line Study and (3) Expressway Plan 2040. The Expressway Plan 2040 was guided by a Policy Advisory Board. The Board consisted of two County Supervisors, one council member per participating city, two VTA Board of Directors members, and two members of the County Roads Commission. The Report identified two primary intersection-specific improvements between Foothill Expressway and El Camino Real, intended to increase intersection capacity and throughput. One of the intersections slated for improvements is El Camino Real at Page Mill Road. The other intersection is Page Mill Road at Hanover Street, where the Report noted the following planned improvements: “Add a northbound and southbound left turn lane and convert the signal to an 8- phase operation. Convert Hanover Street to one-through lane in each direction and add bike lanes.” In 2018, the City entered into a funding agreement with the County to provide approximately $3 million in funds. These fees were intended to implement the proposed improvements at the intersection of Hanover Street and Page Mill Road. Hanover Street is a key route connecting the Bol Park Pathway into College Terrace and to Stanford University, and serves as one of Palo Alto’s primary regional bicycle routes. Most of these funds were from the Stanford Research Park Specific Area Traffic Impact Fees. 1050 Page Mill Road Project Mitigation On January 11, 2015, the City Council approved certification of the Final Environmental Impact Report (FEIR) and MMP in conjunction with the Architectural Review approval allowing construction of four two-story office buildings at 1050 Page Mill Road. The approved project, totaling 265,895 square feet of floor area currently under construction, is nearing completion. The EIR for the 1050 Page Mill Road project identified potentially significant queuing impacts at the intersection of Page Mill Road and Hansen Way. The Council imposed mitigation measures to be implemented prior to occupancy (Condition of Approval #8 and EIR Mitigation Measures City of Palo Alto Page 3 TRAF-2 and TRAF-3). The identified improvements for the intersection of Page Mill Road at Hansen Way would require a minor signal modification at Hanover Street. The project’s modification requirement at Hanover Street is a small component of the overall improvement previously identified as part of the Page Mill Road Expressway Improvement Plan. Discussion The construction at 1050 Page Mill Road is nearing completion and is on schedule to complete the required mitigation measures on Page Mill Road at the intersections of Hansen Way and Hanover Street. In consultation with the City, County staff determined that having Sand Hill Properties complete the County’s planned intersection improvements at Hanover Street at generally the same time that Sand Hill Properties implemented the City’s required improvement would allow the County’s traffic signal modification project to be finished more quickly at a more cost-effective rate, and with significantly less disruption at the intersection of Page Mill Road and Hanover Street; City staff concurs with the County’s assessment. This approach would result in one construction event versus two such events. Sand Hill Properties has tentatively agreed with the County to incorporate the County’s planned improvements, which are funded by the County and City of Palo Alto, into Sand Hill Properties’ construction efforts. Sand Hill Properties’ tentative agreement is contingent upon the traffic signal modification project not causing delay in the anticipated date of completion and occupancy of the 1050 Page Mill Road development. As noted above, funding for the additional work has already been identified, and the City has already entered into agreement with the County to contribute funding for the roadway project funding. The City’s Office of Transportation recommends consolidating the construction efforts into one project. This would minimize the duration of construction activity and would result in the completion of the Hanover Street and Page Mill Road improvements much sooner than if the projects were separated. Summary of Key Issues The transportation impacts of the 1050 Page Mill Road project identified in the project EIR include the addition of vehicle trips to intersections without adequate queue lengths. As stated in the EIR, these significant impacts related to intersection queuing required certain improvements as mitigation to reduce these queues to a less-than-significant level. Mitigation measures identified in the EIR and adopted by Council required the project applicant to construct improvements and/or provide fair share allocation of funds necessary to construct improvements to intersections with adverse queuing impacts. Mitigation Measures TRAF-2 and TRAF-3 were to be implemented “prior to final Planning City of Palo Alto Page 4 inspection and/or occupancy of the building(s), whichever comes first”. Staff suggests extending this time period to within nine months of occupancy, with the option of one six- month extension. The two measures are: Mitigation Measure TRAF-2: The project applicant shall construct the improvements necessary to reconfigure the back-to-back left-turn pockets on Page Mill Road at Hansen Way and Hanover Street so that the westbound left-turn pocket at Hanover Street has approximately 550 feet of storage space with the option to add a second left-turn lane in the future, and the eastbound left-turn pocket at the project driveway/Hansen Way has approximately 225 feet of storage space. This change can be accomplished by reducing lane widths and modifying the center median such that the left-turn pockets are next to each other for a portion of their length rather than back-to-back. This may require minor modification to the traffic signal equipment within the median island at both Hansen Way and Hanover Street. Performance Evaluation Criteria: Improvements to the back-to-back left turn pockets on Page Mill Road at Hansen Way and Hanover Street shall be completed leaving the westbound Hanover Street turn pocket with approximately 550 feet of storage space and the Hansen Way turn pocket with approximately 225 feet of storage space. Current Timing: Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first Staff propose the required timing of the mitigation measure be adjusted to state: To be completed within nine months of the issuance of the certificate of occupancy with an option for one six-month extension by the Director of Planning. Mitigation Measure TRAF-3: The project applicant shall provide a fair share allocation of funds necessary for the City of Palo Alto (City) to change the intersection phasing for the Page Mill Road and Hanover Street intersection to an eight-phase signal operation that would allow pedestrians to use both crosswalks across Page Mill Road simultaneously. The intersection shall be reconfigured to provide separate left-turn lanes in each direction on Hanover Street. Performance Evaluation Criteria: A fair share allocation of funds shall be provided to the City to change the intersection phasing for Page Mill Road and Hanover Street intersection to an eight-phase signal operation. Current Timing: Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first. City of Palo Alto Page 5 Staff propose the required timing of the mitigation measure be adjusted to state: To be completed within nine months of occupancy with an option for one six-month extension. An extension may be needed, as the applicant will likely occupy the premises prior to completion of the roadway project. As the applicant is volunteering to construct their portion of the intersection improvements along with the County’s portion of the improvements, this proposed extension seems both warranted and serves the public’s interest. Policy Implications The modification of mitigation measure timing is within the Council’s purview. This action does not require a Council amendment to the project approval for 1050 Page Mill Road; rather, it requires an adjustment in the timing of the implementation previously described in the mitigation monitoring program. Resource Impact This project requires no additional funding and will speed up construction of necessary improvements. Funding for the County Road Improvements is part of the agreement between the City and the County of Santa Clara in February 2018 for the Page Mill Road Expressway Improvements at Hanover Street and El Camino Real. Under this agreement, the City provides $3.2M from its Stanford Research Park Specific Area Traffic Impact Fee Fund to cover the County’s project costs. In May 2018, $1M was disbursed to the County of Santa Clara for pre‐construction costs that included project design, environmental review, and permitting. As of FY20, $2.2M remains and is available for construction costs for the County’s portion of work (May 7, 2018 Council Report - bit.ly/TransImpactFeeReport). No additional funding is needed. Timeline Following Council action on the adjustment to the mitigation monitoring program for the 1050 Page Mill Road project, the County will schedule a hearing to have the project/contract approved by their Board. County Staff is currently targeting a hearing date of December 17th at which time they will go before Santa Clara County Board of Supervisors. After which, County staff will formalize an agreement with Sand Hill Properties regarding timing and cost of construction. Once this agreement is in place, the County and Sand Hill Proprties believe the improvements can be designed and constructed within the proposed nine month period. Stakeholder Engagement The City of Palo Alto’s EIR process for the 1050 Page Mill Road project included a comment period and outreach to the surrounding community. City of Palo Alto Page 6 The Community Outreach Plan associated with the County’s effort in 2013 is viewable here: https://www.sccgov.org/sites/rda/PnS/PS/Expy2040- study/Documents/Expressway%20Plan%202040_Community%20Outreach%20Plan.pdf Environmental Review 1050 Page Mill Road project The City Council previously approved an Environmental Impact Report (EIR) for the 1050 Page Mill Road development, with an associated Mitigation Monitoring Program (Attachment A). The modification to the identified mitigation measure would involve a modest delay in the implementation of the measure, which would not result in any new or substantially more severe significant impacts. Hanover Intersection Project The County is the lead agency for the roadway project involving signalization at Hanover Street and Page Mill Road. The County is preparing to initiate the CEQA process for the project. Because the project involves minor modifications to existing infrastructure within the existing right of way, the County anticipates using a CEQA Exemption as part of the Agreement approval process. Attachments: Attachment A: Approved Mitigation Monitoring and Reporting Program (DOCX) Attachment B: Draft Record of Land Use Action (DOCX) 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 1 Introduction Section 15097 of the Guidelines for the California Environmental Quality Act (CEQA) requires that, whenever a public agency approves a project based on a Mitigated Negative Declaration (MND) or an Environmental Impact Report (EIR), the public agency shall establish a mitigation monitoring or reporting program to ensure that all adopted mitigation measures are implemented. This Mitigation Monitoring Program (MMP) is intended to satisfy this requirement of the CEQA Guidelines as it relates to the 1050 Page Mill Road Project (proposed project). This MMP will be used by City of Palo Alto (City) staff and mitigation monitoring personnel to ensure compliance with mitigation measures during project implementation. Mitigation measures identified in this MMP were developed in the EIR prepared for the proposed project. As noted above, the intent of the MMP is to ensure the effective implementation and enforcement of all adopted mitigation measures. The MMP will provide for monitoring of construction activities, as necessary, and in the field identification and resolution of environmental concerns. Mitigation Monitoring Program Description The City will coordinate monitoring activities and document the implementation of mitigation measures for each project component. The site-specific MMPs in Table 1 identify the project’s mitigation measures and the associated implementation, monitoring, timing and performance requirements. The table includes: 1. the full text of each applicable mitigation measure; 2. the party or parties responsible for implementation and monitoring of each measure; 3. the timing of implementation of each mitigation measure including any ongoing monitoring requirements; and 4. performance criteria by which to ensure mitigation requirements have been met. Following completion of the monitoring and reporting process, the final monitoring results will be recorded and incorporated into the project file maintained by the City’s Department of Planning and Community Environment. It is noted that mitigation measure numbering reflects the numbering used in the EIR prepared for the 1050 Page Mill Road project (Dudek 2015). 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 2 No mitigation measures are required for the following resources: ▪ Aesthetics ▪ Agriculture and Forestry Resources ▪ Cultural Resources ▪ Geology/Soils ▪ Greenhouse Gas Emissions ▪ Hydrology/Water Quality ▪ Land Use/Planning ▪ Mineral Resources ▪ Population/Housing ▪ Public Services ▪ Recreation ▪ Utilities/Service Systems Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria AIR QUALITY Mitigation Measure AIR-1: The following emission control measures shall be implemented during project construction. The City of Palo Alto (City) shall verify compliance with Items 1 and 9 prior to issuance of demolition, grading, and/or building permits. Items 2 through 8 (inclusive) shall be included as notes on construction plans and subject to verification through field inspections: 1. An inventory of construction equipment and schedule for equipment use shall be submitted to the City’s Public Works Department before issuance of demolition and/or grading permits. The inventory shall demonstrate that the off-road vehicle fleet used for project construction meets the following requirements: a. Through construction phasing and equipment scheduling, the project contractor shall limit equipment operation to a maximum of 6 hours per Applicant City of Palo Alto ▪ Items 1 and 9 prior to issuance of demolition, grading or building permits. ▪ For phone calls regarding dust, response and corrective action shall take place within 48 hours. ▪ Items 2-8 (inclusive) included on construction plans, field inspections for verification may occur at random. ▪ Construction equipment inventory and schedule submitted to the City’s Public Works Department. ▪ Publically visible sign posted at the project site. ▪ Field inspections conducted to verify adherence to conditions. 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 3 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria day for each piece of active equipment. b. All rubber-tired dozers, tractors, loaders, and backhoes used at the site shall be Tier 3 engineers and shall have Level 3 Diesel Particulate Filters. c. All excavators and concrete/industrial saws used at the site shall be Tier 2 engines and shall have Level 3 Diesel Particulate Filters. 2. All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. 3. All haul trucks transporting soil, sand, or other loose material off site shall be covered. 4. All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. 5. All vehicle speeds on unpaved roads shall be limited to 15 miles per hour. 6. All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. Building pads shall be laid as soon as possible after grading unless seeding or soil binders are used. 7. Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485, of the California Code of Regulations). Clear signage shall be provided for construction workers at all access points. 8. All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 4 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition before operation. 9. The construction contractor shall post a publicly visible sign at the project site with the telephone number and person to contact at the City of Palo Alto regarding dust complaints. This person shall respond and take corrective action within 48 hours. The Bay Area Air Quality Management District’s phone number shall also be visible to ensure compliance with applicable regulations. BIOLOGICAL RESOURCES Mitigation Measure BIO-1: If feasible, vegetation on the project site shall be removed outside of the bird-nesting season. If the start of site clearing, tree removal, or building demolition occurs between February 1 and August 31, a pre-construction survey for nesting birds protected under the Migratory Bird Treaty Act shall be conducted by a qualified biologist to identify the location of nests in active use that were established prior to the start of project implementation activities. The pre-construction survey shall take place no more than 7 days prior to initiation of construction. All trees and shrubs on the site shall be surveyed, with particular attention to any trees or shrubs that would be removed or directly disturbed. Further, the project applicant shall retain a qualified biologist to perform additional nesting bird surveys at least every 2 weeks during all phases of construction that occur during the nesting season. If an active nest of a protected bird is found on site at any time, the biologist shall, in consultation with the California Department of Fish and Wildlife (CDFW), determine whether construction work would affect the active nest or disrupt reproductive behavior. Criteria used for this evaluation shall include presence of visual screening between the nest and construction activities, and behavior of adult raptors in response to the surveyors or other ambient human activity. If construction could affect the nest or disrupt Applicant City of Palo Alto ▪ Within 7 days of construction initiation if construction occurs between February 1 and August 31. ▪ Verification of surveys prior to issuance of demolition permits. ▪ Additional surveys performed every 2 weeks during construction that occurs during the nesting season. ▪ Immediate consultation with CDFW if active nests are found. ▪ Pre-construction surveys completed and verified by the City of Palo Alto. ▪ Additional surveys conducted every 2 weeks. ▪ No construction within 300 feet of nests determined to be active. ▪ Verification of consultation with CDFW if necessary. 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 5 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria reproductive behavior, the biologist shall, in consultation with CDFW, determine an appropriate construction-free buffer zone around the nest to remain in place until the young have fledged or other appropriate protective measures are taken to ensure no take of protected species occurs. If it is determined that construction will affect an active raptor nest or disrupt reproductive behavior, then avoidance is the only mitigation available. Construction shall not be permitted within 300 feet of such a nest until a qualified biologist determines that the subject nests are no longer active. Prior to issuance of a demolition permit, the City of Palo Alto (City) shall verify that pre-construction surveys have been conducted within 7 days of the proposed start of demolition. If active bird nests are present, the City shall verify that CDFW has been consulted and either determined that construction will not affect an active bird nest or that appropriate construction-free buffer zones have been established or other appropriate protective measures have been taken. Mitigation Measure BIO-2: No earlier than 30 days prior to initiation of construction activities, a pre-construction survey shall be conducted by a qualified biologist (i.e., a biologist holding a California Department of Fish and Wildlife (CDFW) collection permit and a Memorandum of Understanding with CDFW allowing the biologist to handle bats) to determine if active bat roosts or maternal colonies are present on or within 300 feet of the construction area. Surveys shall include the structures proposed for demolition. Should an active maternity roost be identified, the roost shall not be disturbed and construction within 300 feet of the maternity roost shall be postponed or halted until the juveniles have fledged and the roost is vacated, as determined by a qualified biologist. Consultation with CDFW shall also be initiated. Under no circumstance shall an active roost be directly disturbed. If nonbreeding bat hibernacula are found on the project site, the Applicant City of Palo Alto ▪ Within 30 days of initiation of construction activities. ▪ Verification of pre- construction surveys prior to issuance of demolition permits. ▪ Pre-construction surveys completed and verified by the City of Palo Alto. ▪ No construction within 300 feet of nests determined to be active. ▪ Verification of consultation with CDFW if necessary. 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 6 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria individuals shall be safely evicted under the direction of a qualified bat biologist and with consultation with CDFW. These actions shall allow bats to leave during nighttime hours, thus increasing their chance of finding new roosts with a minimum of potential predation during daylight. If it is determined that construction will not affect roosting behavior or disrupt a maternal colony, construction may proceed without any restriction or mitigation measure. If it is determined that construction will affect an active bat roost or disrupt reproductive behavior, then avoidance is the only mitigation available. Under no circumstance shall an active roost be directly disturbed. Construction within 300 feet shall be postponed or halted until the roost is naturally vacated as determined by a qualified biologist. Prior to issuance of a demolition permit, the City of Palo Alto (City) shall verify that pre-construction surveys have been conducted within 30 days of the proposed start of demolition. If bats are present, the City shall verify that CDFW has been consulted and either determined that construction will not affect an active bat roost or disrupt a maternal colony, or that individuals in a nonbreeding bat hibernacula have been safely evicted. Due to regulations from the California Health Department, direct contact by construction workers with any bat is not allowed. CULTURAL RESOURCES Mitigation Measure CUL-1: In the event that subsurface cultural resources are encountered during ground-disturbing activities, work in the immediate vicinity shall be stopped and the City of Palo Alto contacted. A qualified archaeologist, as defined by the California Environmental Quality Act (CEQA) Guidelines and the City of Palo Alto, shall be retained to evaluate the archaeological discovery for its eligibility for local and State listing. The discovery or disturbance of Applicant City of Palo Alto ▪ During ground disturbing activities ▪ Cultural resource report shall be submitted to the City of Palo Alto and the Native American Heritage Commission when appropriate. ▪ Completion of California 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 7 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria any identified cultural resource shall be reported as appropriate to the City of Palo Alto and the Native American Heritage Commission. Identified cultural resources shall be recorded on California Department of Parks and Recreation form 523 (archaeological sites). Measures prescribed by these groups and required by the City shall be undertaken before construction activities are resumed. If disturbance of a project area cultural resource cannot be avoided, a mitigation program, including measures set forth in the City of Palo Alto’s Cultural Resources Management Program and in compliance with Sections 15064.5 and 15126.4 of the CEQA Guidelines, shall be implemented. Department of Parks and Recreation form 523 when appropriate. HAZARDS AND HAZARDOUS MATERIALS Mitigation Measure HAZ-1: Hazardous materials shall not be disposed of or released onto the ground, the underlying groundwater, or any surface water. During construction, the project applicant’s contractor shall provide totally enclosed containment areas for all on- site trash containers during project construction. All construction waste, including trash and litter, garbage, other solid waste, petroleum products, and other potentially hazardous materials, shall be removed and relocated to a waste facility permitted to treat, store, or dispose of such materials. The City of Palo Alto shall periodically inspect the site throughout construction to ensure trash is properly contained. Applicant City of Palo Alto ▪ During project construction ▪ Applicant provides enclosed containment areas for all on-site trash containers, and all construction wastes disposed of at a waste facility approved to accept such materials. ▪ Periodic field inspections conducted to verify compliance. Mitigation Measure HAZ-2: The project applicant, in consultation with the City of Palo Alto’s (City’s) Public Works Department, shall coordinate with Hargis + Associates Inc. and Beckman Coulter Inc. to amend the Soil Management Plan to address the presence of volatile organic compounds (VOCs) and total petroleum hydrocarbon (TPH ) contamination in the soils once these areas become accessible. The project applicant/construction contractor shall demonstrate to the satisfaction of the City’s Public Works Department and the Regional Water Quality Control Board that the soils have been adequately remediated. Applicant ▪ City of Palo Alto Public Works Department ▪ San Francisco Regional Water Quality Control Board (RWQCB) ▪ During construction activities, as soil areas become accessible. ▪ Demonstrate adequate soil remediation to City of Palo Alto’s Public Works Department and the RWQCB. ▪ Applicant maintains copies of the Soil Management Plan on- site during demolition and excavation. 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 8 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria Copies of the Soil Management Plan shall be maintained on site during demolition and excavation. All construction workers on the project site shall be familiarized with these documents. Mitigation Measure HAZ-3: A scope of work for asbestos abatement and guidelines for proper asbestos removal shall be prepared following local, state, and federal regulations for any necessary removal of asbestos in accordance with the Professional Services Industries survey (2009). The City of Palo Alto’s (City’s) Public Works Department and the Bay Area Air Quality Management District shall review and approve the scope of work to remove asbestos. The Bay Area Air Quality Management District shall be notified at least 10 working days prior to any asbestos removal and the College Terrace Residents Association shall be notified at least one calendar week prior to any asbestos removal. The City of Palo Alto shall periodically inspect the site throughout asbestos removal operations to ensure regulatory compliance. The removal of asbestos-containing material shall be carried out by a contractor trained and qualified to conduct this work. Following asbestos abatement and removal, a final visual inspection and clearance air monitoring shall be performed to certify that industry clearance standards are met. Verification that all asbestos has been successfully remediated shall be provided to the City’s Public Works Department and the Bay Area Air Quality Management District. Applicant ▪ City of Palo Alto Public Works Department ▪ BAAQMD ▪ Asbestos abatement scope of work prepared prior to building demolition. ▪ City of Palo Alto to conduct field inspections during construction. ▪ Air monitoring conducted throughout and upon completion of construction. ▪ BAAQMD notified at least 10 working days prior to any asbestos removal. ▪ College Terrace Residents Association notified at least one calendar week prior to any asbestos removal. ▪ Air monitoring during abatement and at time of final inspection show regulatory limits on asbestos dust are met. ▪ Final visual inspection confirms work meets industry clearance standards. ▪ Verification by City’s Public Works Department and the BAAQMD that all asbestos has been successfully remediated. Mitigation Measure HAZ-4: The project applicant shall include a provision in any contract with a construction contractor that every contractor/employer who performs demolition work at the project site shall comply with the California Division of Occupational Safety and Health worker protection rules, California Department of Public Health Applicant City of Palo Alto Public Works Department ▪ Demolition plans and contract specifications shall include appropriate measures prior to issuance of demolition ▪ Demolition plans/contracts include all required abatement measures. ▪ Demolition activities are 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 9 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria certification requirements, U.S. Environmental Protection Agency (EPA) standards, and state and federal disposal requirements. Any demolition activities likely to disturb lead-based paint/coatings or lead- containing materials (LCMs) shall be carried out by a contractor trained and qualified to conduct lead-related construction work. Asbestos-containing materials (ACMs) must be disposed of in accordance with the EPA’s Asbestos National Emissions Standards for Hazardous Air Pollutants, and LCMs must be handled in accordance with the California Division of Occupational Safety and Health Construction Lead Standard (8 CCR 1532.1) and disposed of in accordance with California Department of Toxic Substances Control and EPA requirements for hazardous waste. Demolition plans and contract specifications shall incorporate any necessary abatement measures required under these guidelines and regulations. The project applicant/construction contractor shall demonstrate to the satisfaction of the City’s Public Works Department that the abatement measures and all disposal requirements have been met. permits. ▪ Control measures implemented during demolition. performed by qualified and trained personnel. ▪ LCMs and ACMs disposed of in accordance with the EPA’s Asbestos National Emissions Standards for Hazardous Air Pollutants, the California Division of Occupational Safety and Health Construction Lead Standard (8 CCR 1532.1), the California Department of Toxic Substances Control and EPA requirements for hazardous waste. ▪ Approval from Public Works Department that abatement measures and disposal requirements have been met. Mitigation Measure HAZ-5: The project applicant/construction contractor shall retain a qualified environmental specialist to inspect the site buildings for the presence of polychlorinated biphenyls (PCBs), mercury, and other hazardous building materials prior to demolition. If found, these materials shall be managed in accordance with the Metallic Discards Act of 1991 and other state and federal guidelines and regulations. Demolition plans and contract specifications shall incorporate any necessary abatement measures in compliance with the Metallic Discards Act (California Public Resource, Section 42160 et seq.), particularly Section 42175, Materials Applicant City of Palo Alto Public Works Department ▪ Building inspection prior to demolition. ▪ Demolition plans include appropriate measures prior to issuance of demolition permits. ▪ Control measures implemented during demolition. ▪ Building inspection completed. ▪ Demolition plans and contract specifications shall incorporate all required abatement measures in compliance with the Metallic Discards Act (California Public Resource, 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 10 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria Requiring Special Handling, for the removal of mercury switches, PCB-containing ballasts, and refrigerants. The project applicant/construction contractor shall demonstrate to the satisfaction of the City’s Public Works Department that the abatement measures and all disposal requirements have been met. Section 42160 et seq.). ▪ Approval from Public Works Department that the abatement measures and all disposal requirements have been met. Mitigation Measure HAZ-6: The project applicant/construction contractor shall prepare a dewatering plan and detailed groundwater extraction design plans to the satisfaction of the City of Palo Alto’s (City’s) Public Works Department. The dewatering plan shall outline procedures designed to lower groundwater levels during excavation, and specify the number of groundwater dewatering wells with dedicated pumps that shall be installed around the site perimeter throughout project duration. The project applicant/contractor shall test the groundwater pumped during dewatering for volatile organic compounds (VOCs) using U.S. Environmental Protection Agency (EPA) Methods 601/602. If VOC concentrations are lower than the State Maximum Contamination Level of 5 micrograms per liter, the water may be discharged as described in the following text. If concentrations exceed 5 micrograms per liter, the water shall be treated with carbon to remove the trace levels of trichloroethylene prior to discharge. Any discharge shall occur in accordance with National Pollutant Discharge Elimination System (NPDES) Permit No. CAG912002, Order No. R2-2012-0012. If volatile organic compound concentrations are lower than the State Maximum Contamination Level, extracted groundwater shall go to a publically owned treatment work or to the storm drain network in accordance with the NPDES permit. A plan for groundwater discharge pretreatment shall be developed and kept on hand should implementation be necessary. The detailed groundwater extraction design shall outline chemical testing and thresholds as required by the publically owned treatment work or NPDES permit. It shall also provide the dewatering systems layout and well construction Applicant City of Palo Alto Public Works Department ▪ Dewatering plan prepared prior to site clearing/grading. ▪ Dewatering plan implemented throughout construction. ▪ A dewatering plan prepared and submitted to the City. ▪ Plans shall include procedures to lower groundwater levels during excavation and specifies the number of groundwater dewatering wells with dedicated pumps that will be installed around the site perimeter. ▪ Groundwater pumped shall be tested for volatile organic compounds using EPA methods 601/602. ▪ Any discharge shall be in compliance with NPDES Permit No. CAG912002, Order No. R2-2012-0012. ▪ Excavated groundwater shall be pre-treated as necessary and disposed of via the City’s storm drain network or 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 11 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria information, including depths, screened intervals, and pump settings. The City’s Public Works Department shall periodically inspect the site to ensure dewatering activities comply with the dewatering plan and no contaminated water is disposed of in the City’s storm drain system. publically owned treatment works. ▪ Groundwater pretreatment plan developed and kept on hand. ▪ Inspections by the Public Works Department to ensure compliance with dewatering plan. Mitigation Measure HAZ-7: The project applicant shall include in building plans the installation of a Cetco Coreflex or similar waterproofing/vapor barrier membrane to prevent the migration of vapor from groundwater into the indoor air of the basement parking garage. Specifically, the building plans shall provide for the following 1. Installation of a vapor barrier and waterproofing membrane below the building foundation 2. Placement of a geotextile fabric on the backfill to protect the barriers from backfill puncture 3. Sealing of slab penetrations with a water-tight sealant 4. Testing of the installation of the barriers in the field 5. Submitting of post-construction, as-built drawings of the vapor barrier with the following: a. A stamp and a signature of a professional engineer Applicant City of Palo Alto Public Works Department ▪ Building plans include required measures prior to issuance of building permit. ▪ Compliance with building plans verified and air monitoring conducted prior to issuance of certificate of occupancy. ▪ Air monitoring conducted quarterly for one year following construction. ▪ Vapor barrier and waterproofing membrane included on building plans and installed. ▪ Geotextile fabric on the backfill included on building plans and installed. ▪ Slab penetrations sealed with water-tight sealant included on building plans and completed. ▪ Field barrier testing included on building plans and completed. ▪ Post-construction as built drawings of the vapor barrier submitted to the City. ▪ Garage ventilation sufficient to continuously provide a minimum of 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 12 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria b. A written professional engineer statement that assures the barrier was properly installed The building plans shall also demonstrate that garage ventilation equipment is sufficient to meet the National Fire Protection Association’s (NFPA’s) 2011 Standard for Parking Structures (NFPA 88A) to continuously provide a minimum of two air changes per hour. The project applicant shall demonstrate to the City of Palo Alto’s (City’s) Public Works Department that indoor air quality in the basement garage effectively maintains indoor air volatile organic compound (VOC) concentrations at levels not harmful to health (i.e., below appropriate environmental screen levels). An initial round of sampling shall be conducted upon construction completion and quarterly for the first year of operation. For each sampling event, a minimum of two 24-hour integrated indoor air samples shall be collected from the basement garage along with one 24-hour integrated air sample from an exterior location representative of ambient/background conditions. Sampling and analytical procedures shall be conducted in accordance with the Department of Toxic Substance Control’s Vapor Intrusion Guidance (DTSC 2011). Results from the indoor air sampling shall be compared to established regulatory indoor air thresholds for residential and commercial use. The data shall be provided to the City’s Public Works Department and evaluated following the 1-year monitoring period. two air charges per hour included on building plans and installed. ▪ Air quality from basement garage sampled quarterly for the first year after construction. ▪ Sampling shall include a minimum of two 24-hour integrated samples from basement garage along with one 24-hour integrated sample from an exterior location representative of background conditions and be conducted according to the Department of Toxic Substance Control’s Vapor Intrusion Guidelines. ▪ Data from sampling shall be provided to the Public Works Department and evaluated following the one year monitoring period. NOISE Mitigation Measure NOI-1: The project shall be designed to meet the following performance standards: Applicant City of Palo Alto ▪ Prior to issuance of building permit. ▪ Approved building plans shall include window 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 13 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria The window Sound Transmission Class (STC) ratings and the exterior wall construction shall be designed to ensure that noise levels meet the California Green Building Standards Code requirement of Leq-1- hour 50 dBA or less, and documentation that project design meets this requirement shall be provided to the City of Palo Alto (City). STC ratings for selected assemblies shall be based on laboratory testing performed in accordance with American Society for Testing and Materials (ASTM) E-90 and comprise the entire window or door assembly, including the frame. If non-tested assemblies are to be used, an acoustical consultant shall review the glazing and frame submittals, and the STC rating of the glass may need to be increased. sound transmission class ratings and exterior wall construction that meet the California Green Building Standard Code requirements. ▪ Documentation provided to the City showing that the project design meets requirements of the California Green Building Code. Mitigation Measure NOI-2: Rooftop mechanical equipment shall generate a maximum noise level of 88 dBA measured at a distance of 5 feet from the equipment. Alternatively, the project applicant may retain an acoustical consultant to review mechanical noise as building design is refined to demonstrate that the noise generated by the selected rooftop mechanical equipment does not exceed 55 dBA at the property line. This acoustical analysis would be reviewed and approved by the City of Palo Alto (City) prior to issuance of any building permits. Applicant City of Palo Alto ▪ Prior to issuance of building permits. ▪ Noise generated by rooftop mechanical equipment shall not exceed requirements when measured. ▪ Acoustical consultant shall demonstrate that rooftop mechanical equipment does not exceed requirements. ▪ Review and approval of the acoustical analysis by the City. TRANSPORTATION AND TRAFFIC Mitigation Measure TRAF-1: Prior to issuance of demolition, grading, or building permits for the proposed project, the project developer shall prepare a Construction Traffic Management Plan that shall be subject to approval by the City of Palo Alto’s (City’s) Transportation Division. The goal of the Construction Traffic Applicant City of Palo Alto Transportation Division ▪ Prior to issuance of demolition, grading or building permits. ▪ Control measures implemented throughout ▪ Construction Traffic Management Plan submitted to the City. ▪ Plan shall include number and size of 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 14 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria Management Plan will be to minimize traffic impacts to public streets and maintain a high level of safety for all roadway users. The plan will include the number and size of trucks per day, expected arrival/departure times, truck circulation patterns, location of truck staging areas, employee parking, and the proposed use of traffic control/partial street closures on public streets. The Construction Traffic Management Plan shall provide for attainment of the following performance standards, and the City’s Transportation Division staff shall conduct periodic monitoring during construction to ensure that these standards are met throughout project construction: • Delivery trucks do not idle/stage within the public right-of- way. • All delivery trucks shall use Page Mill Road to access the site. • Any lane closures on southbound Page Mill Road are limited to a single lane during off-peak hours (8:30 a.m. to 3:30 p.m.). • All construction employees shall park on site. • Roadways, sidewalks, crosswalks, and bicycle facilities shall be maintained clear of debris (such as rocks) that could otherwise impede travel and impact public safety. construction. trucks per day, expected arrival/departure times, circulation patterns, location of truck staging areas, proposed use of traffic control/partial street closures on public streets, and demonstrate how performance standards will be attained. ▪ Periodic field inspections to verify compliance. Mitigation Measure TRAF-2: The project applicant shall construct the improvements necessary to reconfigure the back-to-back left-turn pockets on Page Mill Road at Hansen Way and Hanover Street so that the westbound left-turn pocket at Hanover Street has approximately 550 feet of storage space with the option to add a second left-turn lane in the future, and the eastbound left-turn pocket at the project driveway/Hansen Way has approximately 225 feet of storage space. This change can be accomplished by reducing lane Applicant City of Palo Alto ▪ Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first ▪ Improvements to the back-to-back left turn pockets on Page Mill Road at Hansen Way and Hanover Street shall be completed leaving the westbound Hanover Street turn 1050 Page Mill Road Mitigation Monitoring Program 1050 Page Mill Road Project MMP 8548 December 2015 15 Mitigation Measure Implementation Responsibility Monitoring Responsibility Timing Performance Evaluation Criteria widths and modifying the center median such that the left-turn pockets are next to each other for a portion of their length rather than back-to- back. This may require minor modification to the traffic signal equipment within the median island at both Hansen Way and Hanover Street. pocket with approximately 550 feet of storage space and the Hansen Way turn pocket with approximately 225 feet of storage space. Mitigation Measure TRAF-3: The project applicant shall provide a fair share allocation of funds necessary for the City of Palo Alto (City) to change the intersection phasing for the Page Mill Road and Hanover Street intersection to an to eight-phase signal operation that would allow pedestrians to use both crosswalks across Page Mill Road simultaneously. The intersection shall be reconfigured to provide separate left-turn lanes in each direction on Hanover Street. Applicant City of Palo Alto ▪ Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first ▪ A fair share allocation of funds shall be provided to the City to change the intersection phasing for Page Mill Road and Hanover Street intersection to an eight phase signal operation. Page 1 of 3 ACTION NO. 2019-____ RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 1050 PAGE MILL ROAD: MODIFICATIONS TO AN ARCHITECTURAL REVIEW APPROVAL [FILE NO. 14PLN-00074] On November 18, 2019, the Council of the City of Palo Alto held a duly noticed public hearing and, after considering all of the evidence presented, approved amendments to the Mitigation Monitoring Program to allow consolidation of construction projects, making the following findings, determination and declarations: SECTION 1. Background. A. An application for Architectural Review was approved by City Council on January 11, 2015 for construction of 265,895 square feet of office buildings at 1050 Page Mill Road under File No. 14PLN- 00074 (“Project”). Prior to project approval, City Council certified and adopted the Project environmental impact report and adopted a related Mitigation Monitoring Program, which included mitigation for traffic impacts (Mitigation Measures TRAF-2 and TRAF-3). B. To facilitate a County of Santa Clara road project in the same vicinity as the Project mitigation measures without delaying occupancy of the Project, the applicant and the County requested modification of the previously approved Mitigation Measures TRAF-2 and TRAF-3 to extend the completion date from “prior to occupancy” to a time after occupancy. C. This extension of the implementation timeline for the mitigation measures is needed, as the applicant has voluntarily agreed with the County to construction the Project’s portion of the intersection improvements along with the County’s portion of the improvements at Hansen Way and Hanover Street along Page Mill Road. D. On November 18, 2019, the City Council held a duly noticed public hearing on the AR revision, at which evidence was presented and all persons were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures. SECTION 2. Modification of Mitigation Monitoring Program. The previously adopted Mitigation Monitoring Program (MMP) for the Project is amended with respect to Mitigation Measures TRAF-2 and TRAF-3 as follows: Mitigation Measure TRAF-2: The project applicant shall construct the improvements necessary to reconfigure the back-to-back left-turn pockets on Page Mill Road at Hansen Way and Hanover Street so that the westbound left-turn pocket at Hanover Street has approximately 550 feet of storage space with the option to add a second left-turn lane in the future, and the eastbound left-turn pocket at the project driveway/Hansen Way has approximately 225 feet of storage space. This change can be accomplished by reducing lane widths and modifying the center median such that the left-turn pockets are next to each other for a portion of their length rather than back-to-back. This may require minor modification to the traffic signal equipment Page 2 of 3 within the median island at both Hansen Way and Hanover Street. Performance Evaluation Criteria: Improvements to the back-to-back left turn pockets on Page Mill Road at Hansen Way and Hanover Street shall be completed leaving the westbound Hanover Street turn pocket with approximately 550 feet of storage space and the Hansen Way turn pocket with approximately 225 feet of storage space. Timing: Within nine (9) months of issuance of the certificate of occupancy, with the Planning Director’s option to grant a six-month extension in his sole discretion. Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first Mitigation Measure TRAF-3: The project applicant shall provide a fair share allocation of funds necessary for the City of Palo Alto (City) to change the intersection phasing for the Page Mill Road and Hanover Street intersection to an eight-phase signal operation that would allow pedestrians to use both crosswalks across Page Mill Road simultaneously. The intersection shall be reconfigured to provide separate left-turn lanes in each direction on Hanover Street. Performance Evaluation Criteria: A fair share allocation of funds shall be provided to the City to change the intersection phasing for Page Mill Road and Hanover Street intersection to an eight- phase signal operation. Timing: Within nine (9) months of issuance of the certificate of occupancy, with the Planning Director’s option to grant a six-month extension in his sole discretion. Prior to final Planning inspection and/or occupancy of the building(s), whichever comes first. SECTION 2. Environmental Review. The project has been determined to be in conformance with the California Environmental Quality Act Guidelines. The City Council previously approved an Environmental Impact Report (EIR) for the 1050 Page Mill Road development, with an associated Mitigation Monitoring Program (Attachment A). The modification to the identified mitigation measure would involve a modest delay in the implementation of the measure, which would not result in any new or substantially more severe significant impacts. SECTION 3. Architectural Review Board Findings. The design and architecture of the proposed improvements, as conditioned, complies with the Findings for Architectural Review as required in Chapter 18.76 of the PAMC. The proposed roadway improvements will not alter the findings made as part of the previously approved office project. SECTION 4. Conditions of Approval. The following adjustments shall be made to Condition No. 8 of the previously approved project (File No. 14PLN-00074). Page 3 of 3 8. The Mitigation and Monitoring Report associated with the project and attached here as Exhibit A is incorporated by reference and all mitigation measures shall be implemented as described in such document and as amended by Record of Land Use Action No. 2019-____. SECTION 5. Term of Approval. In the event the County and Sand Hill Properties are not able to reach an agreement, Sand Hill Properties shall deliver the original Mitigation Measures TRAF-2 and TRAF-3, after occupancy and within three months after the County confirms an agreement can not be reached. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: _________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: _________________________ ____________________________ Deputy City Attorney Director of Planning and Development Services City of Palo Alto (ID # 10798) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Amendment 3 to MRG Contract for Transportation Services to Increase Compensation by $50,000 Title: Approval of Amendment Number 3 to Contract Number C19172281 With Municipal Resource Group (MRG) to Increase the Maximum Compensation by $50,000 for a Total Not-to-Exceed $250,000 for Transportation Support and Professional Development Services From: City Manager Lead Department: Transportation Recommended Motion Staff recommends that City Council authorize the City Manager to execute Amendment 3 to Contract C19172281 (Attachment A) with Municipal Resource Group (MRG) to increase the not- to-exceed compensation by $50,000 to provide continued transportation support services for the Office of Transportation, for a new total not-to-exceed amount of $250,000. Background In October 2018, the City Council authorized an agreement with the Municipal Resource Group (MRG) to provide support services to the Office of Transportation, and in May 2019, the contract was amended to allow for a total of 916 hours for MRG’s Wayne Tanda to continue his work on the following tasks and support services: • Task 1: Support the City’s review and development of process improvements for the implementation of multiuser transportation projects to maximize overall community acceptability. • Task 2: Review and make recommendations on the organizational structure and staffing of the City’s transportation functions, in order to ensure effective and sustainable services. The transportation functions include the City’s identified priority issues (rail grade separation planning, neighborhood traffic safety and bike boulevards, parking management, and commuter travel demand management), as well as related functions as operational and resource synergies may identify. • Task 3: Review and recommend modifications to the City’s residential preferential parking program, in order to ensure an effective and sustainable program within finite staff resource allocation. City of Palo Alto Page 2 • Task 4: Participate in ensuring adequate resources are provided for staff to support the City Council’s selection of preferred alternatives, project development, and funding strategy for railroad grade separations in Palo Alto. The October 2018 and May 2019 staff reports, original and amended contracts are available online at https://www.cityofpaloalto.org/civicax/filebank/documents/67242 and https://www.cityofpaloalto.org/civicax/filebank/documents/71103. Discussion The proposed $50,000 contract amendment for an additional 228 hours will allow MRG/Mr. Tanda to provide the services below within Tasks 1 and 2 listed above. There is no change to the number of hours as amended for Tasks 3 and 4 above. 1. Bicycle Boulevard Evaluation This evaluation is pursuant to the community’s expectations that the bicycle boulevard improvements installed in 2018 need to be evaluated and that the findings with recommendations are presented to the City Council. This task will allow for the completion of the report back to Council on data findings and recommendations for the remainder of the Bike Boulevards project. Much of the information has been compiled, but Mr. Tanda will help to finish the evaluation and assist with the report writing. 2. Professional/Career Development Program The development of Transportation staff is identified in the Fiscal Year (FY) 2020 Adopted Operating Budget in Goal 3, “Increase the professional capacity of the members of the Office of Transportation.” The FY 2020 objectives include: (1) Work collaboratively with staff to create and institute a professional development plan to optimize the abilities and productively of Transportation staff, and (2) Develop a career development plan to promote the retention of Transportation staff. 3. Chief Transportation Official (CTO) Coaching The coaching of the CTO is consistent with the City Manager’s commitment to support the development and the success of the new Chief Transportation Official. Resource Impact Sufficient savings have been identified in the FY 2020 Adopted Operating Budget to cover the cost of this amendment. No additional funding is needed. It is anticipated that with this contract amendment, MRG will be able to fulfill the tasks as described in this report. Stakeholder Engagement The tasks MRG/Mr. Tanda will help with will involve engagement with staff. This work will also involve reviewing previous community engagement activities related to the bicycle boulevard project. Attachments: • Amend #3 C19172281 Municipal Resource Group Vers.: Aug. 5, 2019 Page 1 of 12 AMENDMENT NO. 3 TO CONTRACT NO. C19172281 BETWEEN THE CITY OF PALO ALTO AND MUNICIPAL RESOURCE GROUP, LLC This Amendment No. 3 (this “Amendment”) to Contract No. C19172281 (the “Contract” as defined below) is entered into as of ________________, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MUNICIPAL RESOURCE GROUP, LLC, a California Limited Liability Company, located at 675 Hartz Avenue, Suite 300, Danville, CA 94526 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of restructuring assistance for the Transportation Department, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the maximum compensation by $50,000.00 from $200,000.00 to an amount not-to-exceed $250,000.00 to incorporate additional services reflected in Exhibit “A” Scope of Services. 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. C19172281 between CONSULTANT and CITY, dated October 15, 2018, as amended by: Amendment No.1, dated February 12, 2019 Amendment No.2, dated May 13, 2019 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows: SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). CONSULTANT agrees to complete all Basic Services, DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 2 of 12 including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out in 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 in Exhibit “A”. SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, amended, replaces previous. b. Exhibit “C-1” entitled “SCHEDULE OF RATES”, amended, replaces previous. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. 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: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 3 of 12 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee MUNICIPAL RESOURCE GROUP, LLC By: Name: Title: Attachments: EXHIBIT “A” SCOPE OF SERVICES, ADDED EXHIBIT “C-1” SCHEDULE OF RATES DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Partner Mary Egan Vers.: Aug. 5, 2019 Page 4 of 12 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT will perform the following tasks for the CITY. The delivery date of specific milestones and products will be determined in consultation with the City. Tasks: Task 1: Support the CITY’s review and development of process improvements for the implementation of multiuser transportation projects to maximize overall community acceptability. Sub-tasks include: 1.1 For each high priority project (e.g., NTSBB Phase 1 and Phase 2) identified by CITY, gather and review salient documents and analyze the existing processes related to community engagement and interdepartmental collaboration. 1.2 Interview stakeholders including City staff, officials, and community members (if not already done through prior contracts). 1.3 Identify potential modifications in process, staff development, and/or resources that enhance effective community engagement and ultimately the community’s acceptance of final projects. 1.4 Provide recommendations to the City on which modifications identified in Task 2.3 to pursue. 1.5 Participate in the implementation of modifications to the extent desired by the City including. 1.6 Serve as a resource and coach to Transportation and other CITY staff involved with multiuser transportation projects and programs, providing, for example, professional development coaching on topics such as working within a council-manager organization, effective handling of interdepartmental hand-offs and collaboration, and strategies for managing community concerns related to ongoing projects. 1.8 Attend, participate in, and or assist with leading public meetings, as needed. Task 2: Review and make recommendations on the organizational structure and staffing of the City’s transportation functions, in order to ensure effective and sustainable services. The transportation functions include the City’s identified priority issues (rail grade separation planning, neighborhood traffic safety and bike boulevards, parking management, and commuter travel demand management), as well as related functions as operational and resource synergies may identify. Sub-tasks include: 2.1 Gather and review salient documents. 2.2 Create a comprehensive inventory of the services, projects, and functions related to transportation including current responsibilities, dedicated resources, and performance. DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 5 of 12 2.3 Interview stakeholders including members of the City’s senior staff, selected professional and managerial staff, selected elected and appointed officials, and representatives of community groups and special interest groups. 2.4 Evaluate the organizational structure, level of staffing, resources, and performance of other comparable public agencies. 2.5 Develop options considering Palo Alto’s unique attributes and expectations. 2.6 Develop a possible set of success measures and acceptable levels of service for the delivery of transportation services. 2.7 Prepare a draft report that includes preliminary findings and recommendations. 2.8 Obtain stakeholders’ feedback on draft report. 2.9 Prepare final report. 2.10 Attend, participate in, and or assist with leading public meetings, as needed. Task 3: Review and recommend modifications to the City’s residential preferential parking program, in order to ensure an effective and sustainable program within finite staff resource allocation. Sub-tasks include: 3.1 Gather and review salient documents. 3.2 Analyze each of the City’s residential preferential parking (RPP) zones to determine the attributes that are common and those that are unique. 3.3 Interview staff (service provider), program users, parties impacted by the program; and selected elected and appointed officials. 3.4 Evaluate the RPP programs in other public agencies. 3.5 Determine Palo Alto RPP shortcomings and options to address those shortcomings. 3.6 Determine a tentative set of metrics to measure success and existing service levels. 3.7 Prepare a working report including findings and recommendations. 3.8 Obtain stakeholder feedback on draft report. 3.9 Prepare final report. 3.10 Attend, participate in, and or assist with leading public meetings, as needed. DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 6 of 12 Task 4: Participate in ensuring adequate resources are provided for staff to support the City Council’s selection of preferred alternatives, project development, and funding strategy for railroad grade separations in Palo Alto. Sub-tasks include: 4.1 Gather and review salient documents. 4.2 Support the efforts of other City consultants to develop a set of alternatives and the selection of a preferred alternative for the purpose of the EIR. 4.3 Consult with staff, consultants, City officials, and others engaged in the grade separation project. 4.4 Support the efforts of other City consultants through the EIR public hearing process. 4.5 Assist the City to identify and pursue a funding plan for the selected grade separation improvements. 4.6 Attend and or participate in public meetings, as needed. Amendment 1 CONSULTANT will perform the following tasks for the CITY. The delivery date of specific milestones and products will be determined in consultation with the City. Tasks: Task 1: Support the CITY’s review and development of process improvements for the implementation of multiuser transportation projects to maximize overall community acceptability. Sub-tasks include: 1.1 For each high priority project (e.g., NTSBB Phase 1 and Phase 2) identified by CITY, gather and review salient documents and analyze the existing processes related to community engagement and interdepartmental collaboration. 1.2 Interview stakeholders including City staff, officials, and community members (if not already done through prior contracts). 1.3 Identify potential modifications in process, staff development, and/or resources that enhance effective community engagement and ultimately the community’s acceptance of final projects. 1.4 Provide recommendations to the City on which modifications identified in Task 2.3 to pursue. 1.5 Participate in the implementation of modifications to the extent desired by the City including. DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 7 of 12 1.6 Serve as a resource and coach to Transportation and other CITY staff involved with multiuser transportation projects and programs, providing, for example, professional development coaching on topics such as working within a council-manager organization, effective handling of interdepartmental hand-offs and collaboration, and strategies for managing community concerns related to ongoing projects. 1.8 Attend, participate in, and or assist with leading public meetings, as needed. 1.9 - Provide technical support and guidance for transportation projects and related activities including but not necessarily limited to parking, bicycle boulevards, grade separation, and the filling of the vacant position of Chief Transportation Official. Task 2: Review and make recommendations on the organizational structure and staffing of the City’s transportation functions, in order to ensure effective and sustainable services. The transportation functions include the City’s identified priority issues (rail grade separation planning, neighborhood traffic safety and bike boulevards, parking management, and commuter travel demand management), as well as related functions as operational and resource synergies may identify. Sub- tasks include: 2.1 Gather and review salient documents. 2.2 Create a comprehensive inventory of the services, projects, and functions related to transportation including current responsibilities, dedicated resources, and performance. 2.3 Interview stakeholders including members of the City’s senior staff, selected professional and managerial staff, selected elected and appointed officials, and representatives of community groups and special interest groups. 2.4 Evaluate the organizational structure, level of staffing, resources, and performance of other comparable public agencies. 2.5 Develop options considering Palo Alto’s unique attributes and expectations. 2.6 Develop a possible set of success measures and acceptable levels of service for the delivery of transportation services. 2.7 Prepare a draft report that includes preliminary findings and recommendations. 2.8 Obtain stakeholders’ feedback on draft report. 2.9 Prepare final report. 2.10 Attend, participate in, and or assist with leading public meetings, as needed. Task 3: Review and recommend modifications to the City’s residential preferential parking program, in order to ensure an effective and sustainable program within finite staff resource allocation. Sub- DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 8 of 12 tasks include: 3.1 Gather and review salient documents. 3.2 Analyze each of the City’s residential preferential parking (RPP) zones to determine the attributes that are common and those that are unique. 3.3 Interview staff (service provider), program users, parties impacted by the program; and selected elected and appointed officials. 3.4 Evaluate the RPP programs in other public agencies. 3.5 Determine Palo Alto RPP shortcomings and options to address those shortcomings. 3.6 Determine a tentative set of metrics to measure success and existing service levels. 3.7 Prepare a working report including findings and recommendations. 3.8 Obtain stakeholder feedback on draft report. 3.9 Prepare final report. 3.10 Attend, participate in, and or assist with leading public meetings, as needed. Task 4: Participate in ensuring adequate resources are provided for staff to support the City Council’s selection of preferred alternatives, project development, and funding strategy for railroad grade separations in Palo Alto. Sub-tasks include: 4.1 Gather and review salient documents. 4.2 Support the efforts of other City consultants to develop a set of alternatives and the selection of a preferred alternative for the purpose of the EIR. 4.3 Consult with staff, consultants, City officials, and others engaged in the grade separation project. 4.4 Support the efforts of other City consultants through the EIR public hearing process. 4.5 Assist the City to identify and pursue a funding plan for the selected grade separation improvements. 4.6 Attend and or participate in public meetings, as needed. DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 9 of 12 Amendment 3 Additional Tasks: 1. Bicycle Boulevard Evaluation This evaluation is pursuant to the community’s expectations that the bicycle boulevard improvements installed in 2018 are evaluated and that the findings with recommendations are presented to the City Council. The schedule assumes that CITY staff has gathered all salient data by the end of September (see Work in Progress Report, July 28, 2019) and that CONSULTANT will perform the following activities in October; • Analyze all data • Prepare options and tentative recommendations • Review with staff and refine • Prepare preliminary report • Attend public meetings 2. Professional/Career Development Program The development of Transportation staff is identified in the 2020 Adopted Operating Budget in Goal 3, “Increase the professional capacity of the members of the Office of Transportation”. The FY 2020 objectives include; (1) Work collaboratively with staff to create and institute a professional development plan to optimize the abilities and productively of Transportation staff, and (2) Develop a career development plan to promote the retention of Transportation staff. The schedule assumes that authorized positions are filled by November 2019 and that CONSULTANT will perform the following activities from November 2019 through April 2020. • Interview participants & inventory complimentary learning opportunities • Design the professional/career development program • Prepare course outlines, schedule, and expected learning outcomes • Develop course material • Teach learning sessions • Evaluate and refine professional/career development program 3. Chief Transportation Official (CTO) Coaching The coaching of the CTO is consistent with the City Manager’s commitment to support the development and the success of the new Chief Transportation Official. The following activity would be performed by consultant from November 2019 through April 2020. • Participate in bi-weekly 1-on-1 sessions with CTO that focus on his leadership and management responsibilities, challenges, problem solving, and skill development. DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 10 of 12 EXHIBIT “C-1” SCHEDULE OF RATES CONSULTANT will provide professional consulting services on an hourly basis by the calendar years as shown below: • 2018 - $200 per hour • 2019 - $210 per hour • 2020 - $220 per hour • 2021 - $230 per hour CONSULTANT will invoice for actual hours worked. If the CITY requests Additional Services, CONSULTANT will prepare an estimate and receive authorization before providing such services at the same hourly rate applicable to Basic Services for the then-current year. Reimbursable expenses include mileage reimbursement at the current IRS mileage rate ($0.545 per mile in 2018), lodging, meals, and minor costs incurred while performing the above described work. Costs and expenses will be reimbursed at CONSULTANT’S cost. Scope Labor Category Est. Hours Ave. Hourly Rate *See Below Est. Amount Task 1 Direct Principal Consultant 317 $210.00 $66,500 Reim. $3,500 Subtotal $70,000 Task 2 Direct Principal Consultant 181 $210.00 $38,000 Reim. $2,000 Subtotal $40,000 Task 3 Direct Principal Consultant 90 $210.00 $19,000 Reim. $1,000 Subtotal $20,000 Task 4 Direct Principal Consultant 90 $210.00 $19,000 Reim. $1,000 Subtotal $20,000 Direct Principal Consultant $142,500 Reim. $7,500 Total $150,000 DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 11 of 12 Amendment 2 CONSULTANT will provide professional consulting services on an hourly basis by the calendar years as shown below: • 2018 - $200 per hour • 2019 - $210 per hour • 2020 - $220 per hour • 2021 - $230 per hour CONSULTANT will invoice for actual hours worked. If the CITY requests Additional Services, CONSULTANT will prepare an estimate and receive authorization before providing such services at the same hourly rate applicable to Basic Services for the then-current year. Reimbursable expenses include mileage reimbursement at the current IRS mileage rate ($0.545 per mile in 2018), lodging, meals, and minor costs incurred while performing the above described work. Costs and expenses will be reimbursed at CONSULTANT’S cost. Scope Labor Category Est. Hours Ave. Hourly Rate Est. Amount Task 1 Direct Principal Consultant 395 $210.00 $82,950 Reim. $3,600 Subtotal $86,450 Task 2 Direct Principal Consultant 181 $210.00 $38,010 Reim. $2,000 Subtotal $40,000 Task 3 Direct Principal Consultant 180 $210.00 $37,800 Reim. $1,040 Subtotal $38,800 Task 4 Direct Principal Consultant 160 $210.00 $33,600 Reim. $1,000 Subtotal $38,800 Direct Principal Consultant $192,360 Reim. $7,640 Total $200,000 DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF Vers.: Aug. 5, 2019 Page 12 of 12 Amendment 3 The resources needed to perform the additional services is estimated to be up to 228 hours (average $215/hour) and $980 reimbursable for a total cost not to exceed $50,000. A breakdown of this cost is shown below: 1. Bicycle Boulevard Evaluation $21,000 2. Professional/Career Development Program $21,000 3. CTO Coaching $ 8,000 $50,000 DocuSign Envelope ID: D13F31F8-BFCD-44E0-BD58-42010637D4AF City of Palo Alto (ID # 10828) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Approval of a Budget Amendment for NVCAP Title: Approval of a Budget Amendment in the General Fund for Amendment Number 2 to Contract Number C18171717 With Perkins + Will to Provide Professional Services Related to the Preparation of the North Ventura Coordinated Area Plan (NVCAP) From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council amend the Fiscal Year 2020 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Planning and Development Services appropriation for Contract Services in the amount of $368,758; and b. Decreasing the General Fund Budget Stabilization Reserve in the amount of $368,758. Executive Summary On October 21, 2019 the City Council took an affirmative action to amend the contract with the City’s consultant for the North Ventura Coordinated Area Plan (NVCAP). Concurrent with this request was a General Fund budget amendment to pay for the additional scope of services. While the contract was amended by a Council majority (4-2-1), the requested budget amendment requires a two-thirds majority vote. With two dissenting votes and one absent Councilmember, the budget amendment failed to receive the necessary five votes for approval. This reports transmits without any changes the previously requested budget amendment to pay for the Council approved contract amendment. Five or more affirmative votes will provide the necessary funds to support the additional work proposed in the amended contract. Background On August 19, 2019,1 Council directed staff to return with a contract amendment to expand the project scope, increase the budget, and extend the NVCAP project timeline. The City Council 1 Staff report for City Council meeting 8-19-19: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59214.46&BlobID=72899 City of Palo Alto Page 2 also directed staff to return with a separate consultant contract to study improvements to Matadero Creek.2 The City Council considered and approved the latter contract with WRA Inc. on September 16, 2019.3 On October 21, 20194, the City Council approved and authorized the City Manager or his designee to execute Amendment No. 2 to Contract C18171717 with Perkins + Will (Attachment A), amending the scope of services, increasing maximum compensation in the amount of $368,758 for a total not to exceed amount of $1,137,826, and extending the term one additional year through December 31, 2021. The amended contract with Perkins + Will, the lead consultant assisting with the development of the North Ventura Coordinated Area Plan, expanded scope includes: • Economic Value of NVCAP • Evaluation of Proposed Policies • Additional Alternative (for a total of three additional analyses, incorporating the creek study and historic study) • Parking Model Calibration • Increase Working Group meeting from 2 hours to 3 hours per meeting • Additional Decision-Maker Meetings (5 additional meetings) • Expanded CEQA review options to include possible Environmental Impact Report • Financial Analysis • Project Management Extension including Coordination between Consultant and City Staff The City Council approved this recommendation on a 4-2-1 vote with Councilmembers Kou and Cormack opposed, and Councilmember Kniss absent. As part of that same item, the City Council also considered the recommended budget amendment in the General Fund to provide funding for this contract amendment and increased compensation. While Councilmembers voted in favor of this action (4-2-1, with Councilmembers Kou and Cormack opposed, and Councilmember Kniss absent), the vote was insufficient to enact the budget amendment. A total of 5 affirmative votes were required to pass the appropriation per Municipal Code Section 2.28.080 (Amendments After Adoption) and City Charter Section 12. These sections require a two-thirds vote for additional appropriations in excess of those contained in the adopted budget. This appropriation is returning to Council for consideration. Five or more affirmative votes will 2 Minutes from City Council meeting on 8-19-19: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=73229.57&BlobID=73621 3 Staff report for City Council meeting on 9-16-19: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59425.16&BlobID=73288 4 Staff report for 10-21-19 City Council Meeting: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59815.38&BlobID=73638 City of Palo Alto Page 3 provide the necessary funds to support the additional work proposed in the amended contract. Discussion This appropriation is returning to Council for consideration in order to comply with the Municipal Code and City Charter. Work with Perkins + Will included as part of this Amendment No. 2 which was approved by the City Council requires additional funding as there is not sufficient funding in current appropriated funds to absorb these new costs. Five or more affirmative votes will provide the necessary funds to support the amended contract. Excerpts from the City’s Charter and Municipal Code that regulate these appropriations in excess of adopted amounts are below for reference. It should be noted that the transfer or reallocation of funds within appropriated levels requires a majority vote. Charter Sec. 12 Budget contents – Transfer of funds Additional appropriations of receipts in excess of the total appropriations made by the budget may be made by a two-thirds vote of the council. Municipal Code Section 2.28.080 Amendments after adoption During the fiscal year, the city manager shall amend the budgetary accounts of the city to reflect the following: (a) Additional Appropriations. By a two-thirds vote, the council may make additional appropriations of receipts that are in excess of the total estimated receipts and appropriations contained in the adopted budget. If there is not sufficient support to approve the budget amendment, staff would return to Council at a future date to present options on how best to proceed with the project. Resource Impact The recommended budget amendment would provide the necessary funding to continue work with Perkins + Will and complete the additional scope of services. Staff requests a budget amendment of $368,758 from the Budget Stabilization Reserve. Based on estimates through May 2019, the FY 2020 Budget included a contribution to the Budget Stabilization Reserve to ensure it met City Council’s target level of 18.5% of General Fund Expenses. The action recommended in this report will decrease the Budget Stabilization Reserve by $368,758 which is anticipated to bring Budget Stabilization Reserve to approximately $100,000, or 0.005%, below the City Council’s target. However, staff is currently in the process of completing the year-end analysis of FY 2019 through the Comprehensive Annual Financial Report (CAFR) and it is anticipated that sufficient savings will be identified to ensure that the Budget Stabilization Reserve remains at City Council’s target of 18.5%. Stakeholder Engagement The NVCAP project includes a robust community engagement process. It includes a Working Group; City Council appointed the members of the Working Group. These stakeholders, as well as other members of the public who attend the meetings and participate in community City of Palo Alto Page 4 meetings, remain dedicated to the NVCAP. This funding will enable the Working Group to work with the consultants to realize the stated goals of the NVCAP. Environmental Review Approval of the budget amendment is not a project for the purposes of the California Environmental Quality Act. CITY OF PALO ALTO OFFICE OF THE CITY CLERK November 18, 2019 The Honorable City Council Palo Alto, California SECOND READING: Adoption of an Ordinance Amending Section 21.20.301 (Flag Lots) of Chapter 21.20 (Design) of Title 20 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code (FIRST READING: October 28, 2019 PASSED: 5-0 DuBois, Filseth Absent) This Ordinance was first heard by the Council on October 28, 2019, where it was adopted without change, with a vote of 5-0, Mayor Filseth and Council Member DuBois absent. It is now before the Council for the second reading. ATTACHMENTS: • Attachment A: Ordinance (PDF) Department Head: Beth Minor, City Clerk Page 2 191009 sm 010 1 ORDINANCE NO. _____ Ordinance of the Council of the City of Palo Alto Amending Section 21.20.301 (Flag Lots) of Chapter 21.20 (Design) of Title 20 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 21.20.301 (Flag Lots) of Chapter 21.20 (Design) of Title 21 (Subdivisions and Other Divisions of Land) of the Palo Alto Municipal Code is hereby amended to read as follows: 21.20.301 Flag Lots (a) The director of planning may approve, pursuant to a preliminary parcel map, not more than one flag lot, as defined in Title 18 of this code, under the following conditions: (1) The flag lot shall be used only for single-family residential use; (2) The flag lot shall meet all of the requirements of the zone district within which it is located and, in addition, shall have an area which exceeds the lot area requirement of the zone district by not less than twenty percent exclusive of any portion of the lot used for access to a public street., except when the flag lot to be created contains a residence with recorded preservation covenants, where the flag lot area is not required to exceed the lot requirement of the zone district and no request for nor approval of exceptions to said standards shall be required; and (3) Access from the flag lot to a public street shall not be over an easement but over land under the same ownership as the flag lot. Such access shall have a minimum width of fifteen feet and shall have a paved way not less than ten feet in width., (4) Notwithstanding the foregoing, if except whenthe flag lot or adjacent lot to be created contains a residence with recorded preservation covenants, where the flag lot area is not required to exceed the lot requirement of the zone district and the flag lot access may be over an easement or land under the same ownership, the access shall have a minimum width of twelve feet for a maximum length no more than 100 feet, and shall have a paved way not less than ten feet in width, and no request for nor approval of exceptions to said standards shall be required. (b) Notwithstanding the foregoing, the creation of flag lots, as defined in Title 18 of this code, shall be prohibited in the R-1 single-family residence district, and no exceptions shall be granted therefore; provided, however, that: 191009 sm 010 2 (1) Flag lots may be created in the R-1 zone district pursuant to Title 18 as long as a the residence thereon has a recorded preservation covenant is recorded for a historic resource located on the flag lot or on an adjacent lot to be created; and (2) Flag lots in the R-1 zone district shall comply with the requirements stated in subsection (a), except that smaller lot areas may be approved pursuant to Section 18.12.140 of Title 18. (3) Flag lots validly existing in the R-1 district as of the effective date of said prohibition shall, nonetheless, be recognized as legal lots for purposes of this Title 21 only. Development of such existing flag lots shall be subject to all applicable provisions of Title 18 of this code as of the date of any such proposed development. SECTION 2. The Council finds that the Ordinance is exempt from the provisions of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15305, because it is a minor alteration in land use limitations, and section 15308, because it is an action taken for the protection of historic resources. SECTION 3. This ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Deputy City Attorney City Manager ____________________________ 191009 sm 010 3 Director of Planning and Development Services ____________________________ Director of Administrative Services CITY OF PALO ALTO OFFICE OF THE CITY CLERK November 18, 2019 The Honorable City Council Palo Alto, California SECOND READING: Adoption of Eight Ordinances That Repeal and Adopt Various Sections of the Palo Alto Municipal Code Related to the 2019 California Building Code Update and Proposed Local Amendments (FIRST READING: November 4, 2019 PASSED: 7-0) The City Council first heard these ordinances on November 4, 2019, where they were adopted without changes on a 7-0 vote. The ordinances can be viewed at the below link. https://www.cityofpaloalto.org/civicax/filebank/documents/73923 Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO OFFICE OF THE CITY CLERK November 18, 2019 The Honorable City Council Palo Alto, California Selection of Applicants to Interview for the Historic Resources Board, the Parks and Recreation Commission, and the Planning and Transportation Commission Recommendation Direct Staff to schedule interviews with all applicants for scheduled vacancies. Discussion A total of 22 applications have been submitted during this recruitment period. Staff is requesting the City Council select the candidates to be interviewed for: • Three positions on the Historic Resources Board with terms ending on December 15, 2022; • Four positions on the Parks and Recreation Commission with terms ending on December 15, 2022; and • One position on the Planning and Transportation Commission with a term ending on December 15, 2023. A date and time for the interviews is to be determined. Planning and Transportation Commission interviews are 15 minutes per candidate, while the other Boards and Commissions are 10 minutes each. If Council elects to interview all applicants, it is estimated the meeting will last 4.5 hours. Copies of all applications are available online. Some applications may be redacted at the request of the applicant. A full set of non-redacted applications will be provided to Council Members directly. Background The City Council can select which applicants to interview for the open positions. During the last several recruitments, Council has elected to interview all applicants for respective Boards and Commissions. The City Clerk’s Office advertised this recruitment from September 24, 2019 through November 5, 2019, satisfying the 15-day minimum advertising period outlined in Municipal Code Section 2.16.060(a). Advertising included placements in the Daily Post newspaper, Palo Alto Online Express email, Palo Alto Weekly newspaper; announcements by the City Manager during Council meetings, promotion on the City’s website and social media accounts, and inclusion in weekly Council Packet GovDelivery notifications. Applicants Historic Resources Board (Three Positions) 1. David Bower (Incumbent) 2. Valerie Driscoll Page 2 3. Christian Pease 4. Deborah Shepherd (Incumbent) Parks and Recreation Commission (Four Positions) 1. Amanda Brown 2. Adrianne Chang 3. Jeff LaMere (Incumbent) 4. Ryan McCauley (Incumbent) 5. Jackie Olson 6. Keith Reckdahl (Incumbent) 7. Mark Robinson 8. Curtis Smolar 9. Sally Tomlinson 10. Brent Kevin Yamashita Planning and Transportation Commission (One Position) 1. Doug Burns 2. Rebecca Eisenberg 3. Angela Evans 4. Barton Hechtman 5. Karl Matzke 6. Randolph Tsien 7. Asher Waldfogel (Incumbent) 8. Christopher Kan Department Head: Beth Minor, City Clerk Page 3 City of Palo Alto (ID # 10627) City Council Staff Report Report Type: Action Items Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Water Reuse Agreement with Valley Water Title: Approval of the Addendum to the 2015 Environmental Impact Report for the City of Palo Alto Recycled Water Program, and Approval of an Agreement Between the City of Palo Alto, City of Mountain View, and Santa Clara Valley Water District to Advance Resilient Water Reuse Programs in Santa Clara County, Including Funding for an Advanced Water Purification Facility in Palo Alto, a Long-Term Transfer of Effluent from the Regional Water Quality Control Plant to Valley Water, and Related Commitments From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council take the following actions: 1. Consider and approve the Addendum, together with the 2015 Environmental Impact Report for the City of Palo Alto Recycled Water Program, certified and adopted by the Council on September 28, 2015 (Council Staff Report #5962), as adequate and complete under the California Environmental Quality Act (CEQA) for the project described below; and 2. Approve and authorize the City Manager to execute the Agreement Between and Among Palo Alto, Mountain View, and the Santa Clara Valley Water District to Advance Resilient Water Reuse Programs in Santa Clara County (Agreement) (Attachment A) with funding for an advanced purification recycled water plant at the Regional Water Quality Control Plant (RWQCP) and an option for a long-term transfer of RWQCP treated effluent to the Water District for a regional water re-use program, and making other related commitments. Executive Summary The Regional Water Quality Control Plant (RWQCP) treats wastewater from Palo Alto, Mountain View and four other service territories. A small fraction of the effluent from the RWQCP is further treated and then used for irrigation and toilet flushing. City of Palo Alto Page 2 Council has adopted a number of water-related sustainability goals and implementation plans. The proposed Agreement addresses multiple objectives including diverting treated wastewater discharge from the San Francisco Bay, increasing the use of treated wastewater from the RWQCP, and displacing potable imported water where appropriate and feasible. The proposed Agreement with the Santa Clara Valley Water District (Valley Water) and the City of Mountain View (Mountain View) is comprised of three main elements: 1. Valley Water will contribute $16 million, of approximately $20 million total cost, to design and construct a small salt removal facility at the RWQCP in Palo Alto to improve the quality of non-potable recycled water used in Palo Alto and Mountain View. The improved water will be better for salt-sensitive plants and will, in the short-term, enable Mountain View to connect around 60 new customers to the distribution system; 2. About half the treated wastewater produced by the RWQCP will be transferred to Valley Water for use in the county south of Mountain View. Valley Water will pay $1 million per year to be allocated between all the wastewater agencies that commit treated effluent to the transfer; and 3. Palo Alto and Mountain View will have a future option to request a new potable or non- potable water supply from Valley Water if needed. Any new water resource will be supplied by Valley Water at cost. Background Water is a scarce resource in California, and availability is affected by drought, will be impacted by climate change, and may be subject to changes to the state water system. The Regional Water Quality Control Plant (RWQCP) is a local source of drought-proof, sustainable water, only a small fraction of which is currently being used for irrigation and toilet flushing. Investments in pipeline expansions and additional treatment facilities are needed to increase the amount of water reused from the facility. Council Policy In November 2016 Council adopted the Sustainability and Climate Action Plan (S/CAP) Framework (Council Staff Report #7304) including four water-specific goals, all of which have implications for water reuse: 1. Utilize the right water supply for the right use; 2. Ensure sufficient water quantity and quality; 3. Protect the Bay, other surface waters, and groundwater; and 4. Lead in sustainable water management. Two relevant strategies identified in the S/CAP are: 1. Verify ability to meet Palo Alto’s long-term water needs; and 2. Investigate all potential uses of recycled water. City of Palo Alto Page 3 Palo Alto’s Current Water Supply Palo Alto receives 100% of its potable water (about 11,000 AF per year or approximately 10 million gallons per day (MGD)) from the City and County of San Francisco’s Regional Water System, operated by the San Francisco Public Utilities Commission (SFPUC). About 85% of the supply is from the Tuolumne River with the other 15% sourced from local reservoirs. On August 20, 2018, Council voted unanimously that Palo Alto “express its support for the State Water Resources Control Board’s (SWRCB) Bay Delta Plan to have 30% to 50% of unimpaired flow in the San Joaquin Valley enter the Delta from February to June and associated Southern Delta salinity objectives” (Council Staff Report #9510). Adoption of the Bay Delta Plan would reduce the amount of Tuolumne River water available to SFPUC customers, including Palo Alto, during dry years. The decision to support the Bay Delta Plan reaffirmed Council’s commitment to reduce the City’s dependence on imported water. Water reuse is one of a limited number of water supply alternatives to imported water. Description of the RWQCP Water Resource The RWQCP treats and discharges wastewater collected from the communities of Palo Alto, Mountain View, Stanford University, Los Altos, Los Altos Hills, and the East Palo Alto Sanitary District (Partners). In 2018, the RWQCP treated 19,447 AF of which 96% was discharged to the Lower South San Francisco Bay and 4% was treated further to produce recycled water for non- potable reuse in Palo Alto and Mountain View. The RWQCP currently has the treatment capacity to produce 5,040 AF per year (4.5 MGD) of non-potable reuse water, or 26% of the total wastewater treated in 2018. However, this water needs to be treated to a higher quality to attract more non-potable reuse customers; irrigators have expressed concern that the salinity of current recycled water produced has negative impacts for sensitive plants such as redwood trees. Council adopted a salinity reduction policy in 2010 (Council Staff Report #111:10). In addition, Council adopted an Environmental Impact Report that required mitigation efforts to reduce salinity prior to increasing the use of recycled water in the future (Council Staff Report #5962). As a regional plant, only a portion of the total wastewater treated is owned and available for reuse by Palo Alto; this amount equals the volume of wastewater Palo Alto sent to the RWQCP for treatment. In 2018, this was approximately 38% of the total flow or approximately 7,600 AF (2,500 million gallons). More of this wastewater could be used as a local source of sustainable water for Palo Alto but would require investment in additional treatment and transmission infrastructure. Treatment Options One of Palo Alto’s water-specific goals as outlined in the S/CAP is to enable the use of the right water supply for the right purpose. Water from wastewater treatment plants can be used for various demands based on its level of treatment. Non-potable reuse, such as that for irrigation or toilet flushing, requires more treatment than wastewater that is treated for discharge to the Bay; similarly, potable reuse requires significantly more treatment than non-potable reuse to City of Palo Alto Page 4 ensure public safety when ingesting the water. Figure 1 below shows the treatment required for various end uses. Figure 1: Water Reuse Treatment Options There are different types of potable reuse including indirect and direct potable reuse. Indirect potable reuse involves purifying the water and introducing it to an environmental buffer, such as a groundwater basin, before sending it to the drinking water distribution system. There are several types of direct potable reuse including connecting purified recycled water to a potable water distribution system and adding purified water to raw water upstream of a water treatment plant. The regulations for direct potable reuse are currently being developed by Department of Drinking Water. Since Palo Alto does not have a water treatment plant, direct potable reuse in Palo Alto refers to the former. Recent droughts and advances in treatment technologies have driven regulatory development and public support for potable reuse. While potable reuse is gaining momentum, the regulatory framework currently only exists for indirect potable reuse. Regulations to permit direct potable reuse are anticipated in 2023. For that reason, implementation of direct potable reuse in California is not expected for at least 10 years. The three main types of water reuse options are represented in Figure 2 below. City of Palo Alto Page 5 Figure 2: Non-Potable, Indirect Potable and Direct Potable Reuse Water Reuse Planning Overview In December 2016, Council approved a contract with RMC Water and Environment (now Woodard & Curran) for the development of the Northwest County Recycled Water Strategic Plan in collaboration with Valley Water (Council Staff Report #7024). City staff from the Public Works and Utilities Departments worked closely with the consulting team and Valley Water to evaluate the most effective water reuse options within Palo Alto as well as within the RWQCP service area. All of the work under the Strategic Plan evaluated how best to implement the water-related sustainability goals adopted by Palo Alto in the December 2017 Sustainability Implementation Plan (Council Staff Report #8487). The Strategic Plan identified a list of feasible projects in the three broad categories of non-potable, indirect potable reuse, and direct potable reuse. Capital and unit costs for water reuse within the RWQCP service territory are shown in 2018 dollars below. The unit costs shown, comprised of capital repayment and annual O&M costs, are comparable to the 2030 SFPUC project rates as most of the unit cost is from the capital repayment, which is fixed over the repayment term. • Non-Potable Reuse o $6M - $85M for infrastructure o $2,100 – 4,600/AF • Indirect Potable Reuse (IPR) o $92M - $198M for infrastructure o $3,300 - $4,400/AF • Direct Potable Reuse (DPR) o $105M for infrastructure o $2,500/AF City of Palo Alto Page 6 In parallel, Valley Water is developing a Countywide Water Reuse Master Plan. The proposed Agreement which includes a transfer of treated effluent from the RWQCP will enable Valley Water to make progress toward their Board-approved goal of securing new water reuse resources. Commission and Council Review At its August 2018 meeting the Utilities Advisory Commission (UAC) discussed a business plan for expansion of Palo Alto’s non-potable reuse irrigation network. In October and November 2018, the UAC and Council (Council Staff Report #9731), respectively, held individual study sessions on high-level wastewater reuse expansion opportunities that included non-potable and potable water reuse opportunities in Palo Alto and a potential water reuse agreement with Valley Water. At its September 4, 2019 meeting, the UAC was briefed on the results of the Strategic Plan and the tentative terms of the agreement with Valley Water. Many clarifying questions were answered, and two of the seven commissioners expressed cautious support of the Agreement. On the following day, September 5, 2019, Valley Water staff briefed the Joint Recycled Water Committee, comprised of representatives from Valley Water, Mountain View, Palo Alto and East Palo Alto, on the draft term sheet. Council Members DuBois and Cormack are Palo Alto’s representatives on the Joint Committee; elected officials of all four agencies expressed optimism and general support of the draft terms of the Agreement. On September 23, Council held a Study Session on both the Strategic Plan and the draft term sheet for the Agreement. Several members of the public spoke, some expressing skepticism about the environmental benefits of the Agreement. Council generally expressed support for the Agreement and the regional approach that is at its core. Discussion Agreement: Tenets The proposed Agreement with Valley Water and Mountain View consists of three main parts. 1. Small Salt-Removal Plant at the RWQCP The first part of the proposed Agreement concerns the funding of a relatively small salt- removal plant at the RWQCP to upgrade the quality of the RWQCP’s current recycled water, used principally for irrigation in Mountain View and Palo Alto. The treated water would also enable Palo Alto to expand its non-potable distribution system and/or provide a first step toward small-scale potable water production for direct or indirect potable reuse in Palo Alto. The facility is estimated to cost $20 million of which Valley Water will contribute $16 million. Mountain View and Palo Alto will share the remaining cost at a level of 75% and 25% respectively. Palo Alto’s share, estimated to be $1 million, will be funded by the water and wastewater utilities. Because the project would likely be financed with a low-interest loan from the Clean Water State Revolving Fund City of Palo Alto Page 7 (SRF), the rate impact is expected to be minimal (for example, a 0.15% water rate increase if all funding came from the water utility). Resolutions needed to complete the application for the SRF loan are included in Staff Report #10734 for Council consideration at the November 18, 2019 Council meeting. Under the draft Agreement, Palo Alto would have up to 13 years to construct and commence operation of the facility. If it is decided not to proceed with the Salt-Removal Plant, the $16 million from Valley Water may be used for other water reuse and related programs. 2. Transfer of Treated Effluent to Valley Water for Use South of Mountain View The second part of the Agreement is a transfer of approximately half of the RWQCP’s treated effluent to Valley Water for reuse south of Mountain View. Valley Water will likely purify the water and use it for groundwater recharge (IPR). Eventually, the purified water could be injected directly into Valley Water’s treated water system (DPR). The 9 million gallons (MGD) per day to be transferred would come from Palo Alto, Mountain View and other RWQCP partner agencies that later commit to the transfer. There are several relevant milestones including that Valley Water has 13 years to exercise its option to receive the treated effluent and enable its transfer. During the option period, Valley Water will provide $100 thousand annually to be shared between Palo Alto and Mountain View and $100 thousand annually to be shared among the other RWQCP partner agencies that commit to provide effluent for Valley Water. Once the effluent transfer commences, Valley Water will compensate the RWQCP Partners $1 million per year to be divided proportionally among the Partners based on the amount of effluent committed by each Partner. Delivery of effluent to Valley Water will be for a term of 63 years, long enough to economically justify the large capital investment and meet Valley Water’s long-term water supply planning objectives. Palo Alto and Valley Water are assessing the feasibility of constructing a large purification facility in Palo Alto. If Valley Water determines that Palo Alto is the best location for a regional purified water facility, Palo Alto will support and cooperate with those efforts at the local, state, and federal levels, subject to environmental review and absent new extenuating circumstances. Nothing in the Agreement constitutes a commitment to site a regional facility in Palo Alto. Siting and regional connections are being evaluated further under the Valley Water Countywide Water Reuse Master Plan project currently in progress. City of Palo Alto Page 8 The first two Agreement elements are depicted in Figure 3 below. Figure 3: Proposed Agreement Overview 3. Water Supply Option The Agreement includes a unique water supply option for Palo Alto and Mountain View. Beginning one year after execution of the Agreement, Palo Alto and/or Mountain View may notify Valley Water that additional water is needed. Valley Water will then have four years to respond with a proposal. The cost of the water to be paid by the requesting city will include facility costs, commodity costs, any wheeling fees, and the incremental costs incurred by Valley Water to develop the proposal. Palo Alto and/or Mountain View will then have one year to accept or decline the offer. If accepted, Valley Water will have 10 years to deliver the water. If declined, Palo Alto and/or Mountain View will be able to make another request for water 5 years later. The water supply may be purified water from a regional plant or water from some other project. Palo Alto is not limited to this alternative for new water supplies. Palo Alto currently receives water from the SFPUC as its sole supplier, and, while the reliability of imported water is in question given climate change and state water system changes, the SFPUC is required by law to secure supplemental sources of water to augment existing supplies during dry years up to SFPUC’s wholesale contract obligation of 184 million gallons per day. Groundwater managed by Valley Water is another supply available to Palo Alto, and staff continues to investigate other water supply projects through the Bay Area Water Supply and Conservation Agency. The Strategic Plan identified several local water reuse projects that could be implemented in parallel with a treated effluent transfer to Valley Water including expansion of Palo Alto’s current non-potable distribution system and pilot-scale DPR, once regulations are in place. Large-scale, locally controlled IPR and DPR City of Palo Alto Page 9 projects are not compatible with the Agreement since about half of the treated wastewater from the RWQCP would be dedicated to reuse in other parts of the county. The timelines for all three parts of the Agreement are shown in Figure 4 below. Figure 4: Timeline of Agreement Elements 4. Other Provisions In addition to the provisions of the Agreement described above, the Agreement also includes the following rights and obligations: o Valley Water’s right to name and place signage on the local facility at RWQCP, and to conduct tours and onsite research. o Valley Water’s first right to purchase excess effluent (above 9 MGD) if available. o Valley Water’s first right to purchase the RWQCP if ever offered for sale by Palo Alto, and Palo Alto’s first right to purchase a regional plant if developed by Valley Water in Palo Alto and offered for sale in the future. Proposed Agreement: Environmental Benefits Expanded water reuse in the county via the proposed Agreement could yield environmental benefits in the relatively near term by keeping a significant amount of RWQCP effluent out of the Bay (another Council-adopted S/CAP goal: “Protect the Bay, other surface waters, and groundwater”). The Lower South San Francisco Bay is relatively shallow and saline and has historically received significant freshwater inputs from numerous wastewater treatment plants. All the wastewater treatment plants that discharge into the lower south bay are encouraged to increase recycled water to reduce flows entering the Bay. Palo Alto has documented that the effluent discharged is slowly changing the salt marsh into a freshwater marsh, which reduces the habitat for the endangered species like the Ridgeway Rail and the Salt Marsh Harvest Mouse. Valley Water funding for the small salt-removal plant will enable Mountain View to connect City of Palo Alto Page 10 about 60 new commercial irrigation customers to the existing non-potable distribution system. The small salt-removal plant will also enable Palo Alto to expand its non-potable distribution system or could provide a first step toward small-scale potable water production for direct or indirect potable reuse in Palo Alto, all of which would displace imported Tuolumne River water. Meeting critical water supply demands in other parts of the county with a sustainable water supply source will reduce the need for additional imported water. Valley Water is seeking to develop water reuse projects to provide for at least 10% of the total County water demands by 2025; to achieve this, Valley Water needs to secure 24,000 AF per year of purified water, enough water to serve 74,000 Santa Clara County households. Next Steps Mountain View’s City Council is considering the Agreement tonight, November 18, 2019. The Valley Water Board of Directors will consider the Agreement on December 10, 2019. If the Agreement is approved by the governing bodies of all three agencies, Palo Alto will work with the remaining RWQCP Partners to include them in the effluent transfer and amend the Partner agreements. Palo Alto and Mountain View will also need to amend their existing recycled water agreement to address their respective rights and obligations with respect to the local salt removal facility. If the Agreement is approved, Palo Alto will proceed with a Request for Proposals to design and build the local salt removal facility and possibly apply for a low interest state loan. Resource Impacts There are no financial impacts to the FY20 budget. Funding for the local salt removal project is available in the Wastewater Treatment capital improvement project no. WQ-19003 “Advanced Water Purification Facility” and is anticipated to cost approximately $20 million. According to the first part of the proposed Agreement, Valley Water will contribute $16,000,000 Any remaining balance will be split between Palo Alto and Mountain View (25% and 75%, respectively). Based on current anticipated project costs of $20 million, Palo Alto’s anticipated cost share of the project is approximately $1,000,000 and Mountain View’s anticipated cost share is approximately $3,000,000. In addition to the project cost share, Valley Water will pay an additional $200,000 per year (for up to 10 years) as an effluent transfer option payment to the RWQCP partners to offset salt removal plant operating and maintenance costs and compensate other RWQCP partners that commit effluent to a future transfer. On a parallel track, Palo Alto will be pursuing a loan of $22,000,000 from the Clean Water State Revolving Fund (Council Staff Report #10734) to spread the costs of the project over 20 to 30 years. The loan application amount includes reimbursement of staff labor and planning costs (e.g. feasibility study and preliminary design phases). The amount requested may be reduced to account for the $16 million Valley Water contribution after the first round of the application process. For the second part of the Agreement, if Valley Water elects the transfer of treated effluent for use south of Mountain View, Valley Water will pay approximately $1,000,000 per City of Palo Alto Page 11 year to the participating RWQCP partners; Palo Alto’s revenue share will be about $300,000 per year assuming all RWQCP partners commit proportionate shares to the effluent transfer. Staff will bring forward recommended contracts for design, contract management, construction and loan agreement and the resource impact will be updated at that time for Council approval and award. Policy Implications Expanding the use of recycled water would be consistent with the Sustainability Climate Action Plan Framework (Council Staff Report #7304), the Sustainability Implementation Plan (Council Staff Report #8487), and the Council’s decision to support the Bay Delta Plan. Stakeholder Engagement Palo Alto hosted a community meeting on April 30, 2019 to solicit input on the preliminary Strategic Plan results. Approximately 30 members of the public attended, and many attendees asked questions and made comments. During the meeting Palo Alto staff requested feedback on whether attendees were interested in expanded non-potable reuse and potable reuse options. Community members expressed interest in reducing reliance on imported water and enhancing water conservation and efficiency to save water for the environment. Community members also expressed concern with the use of the Measure E site for a Valley Water regional purification facility. Palo Alto hosted a community meeting on October 23, 2019 to inform the community and answer questions about the components of the proposed Agreement. Approximately 20 members of the public attended and approached staff during the break-out sessions to get direct answers to questions. Overall, the attendees were supportive of the proposed Agreement. Community member Dave Warner’s letter regarding other alternatives for the RWCQP effluent is attached along with Palo Alto’s response and a copy of a Valley Water Board resolution that acknowledges the need for investments in water reuse in this part of the county (Attachments B, C, and D, respectively). Remarks by community member, Walter Hays, encouraging the use of the Measure E site are in Attachment E. Staff explained the proposed agreement to the US Environmental Protection Agency and the Regional Water Board staff, and one letter from each was received (Attachments F and G, respectively). Environmental Review The proposed Agreement is not subject to review under the California Environmental Quality Act (CEQA) because the Agreement does not meet the definition of a project under Public Resources Code 21065. The Agreement does not commit the parties to a specific course of action or project. However, Palo Alto has completed an environmental review of the local salt removal facility in accordance with CEQA in the Addendum to the 2015 Environmental Impact Report for the City of Palo Alto Recycled Water Project certified and adopted by the Council on City of Palo Alto Page 12 September 28, 2015 through Resolutions 9548 and 9549. Valley Water will be responsible for compliance with environmental regulations including CEQA and NEPA review, as applicable, should they move forward with a regional water reuse program. Attachments: • Attachment A: Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County • Attachment B: Letter from Dave Warner Regarding Water Reuse 2019-10-09 • Attachment C: City Response to Dave Warner • Attachment D: Resolution from Santa Clara Valley Water Board • Attachment E: Walter Hayes Remarks Regarding Measure E Site Use • Attachment F: EPA Letter of Support for Water Reuse • Attachment G: San Francisco Regional Water Quality Control Board Letter of Support for Water Reuse 1 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County PARTNERSHIP AGREEMENT TO ADVANCE RESILIENT WATER REUSE PROGRAMS IN SANTA CLARA COUNTY This Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County (Agreement) effective December 10, 2019, is entered into by and between the City of Palo Alto, a California chartered municipal corporation (Palo Alto), the City of Mountain View, a California charter city and municipal corporation (Mountain View), and the Santa Clara Valley Water District, a Special District created by the California Legislature (Valley Water). Palo Alto, Mountain View, and Valley Water are referred to herein collectively as “Parties” or individually as “Party”. RECITALS WHEREAS, the governing bodies of Palo Alto, Mountain View and Valley Water have established policy goals for long term sustainability, which include maintaining effective use of existing infrastructure, lowering the carbon footprint of energy use, deploying water use efficiency programs, capturing local storm water, managing groundwater basins, and expanding use of recycled water; and WHEREAS, the Parties have long-standing responsibilities and services to supply water to their customers in Santa Clara County (County) under both normal and drought conditions; and WHEREAS, Valley Water and Palo Alto executed a Memorandum of Understanding on August 28, 2017, for the purpose of developing plans and studies to expand the production and use of recycled and purified water within the County; and WHEREAS, Valley Water and Mountain View executed an agreement on October 11, 2017, to Assess the Feasibility of Water Reuse Alternatives, by working together and with other government agencies to expand production and use of recycled and purified water within the County; and WHEREAS, the Parties seek to develop locally reliable water supply sources to offset supplies of water that would otherwise be imported via the Sacramento-San Joaquin River Delta and its tributaries, including the Tuolumne River and other mountain streams; and WHEREAS, the Parties together are finalizing the Northwest County Recycled Water Strategic Plan to inform their respective policy makers of opportunities in the north- west portion of the County, including Palo Alto and Mountain View, for groundwater recharge, further recycled water development, and deployment of highly purified wastewater to supplement drinking water; and WHEREAS, increasing the use of recycled water decreases the volume of wastewater effluent discharged to San Francisco Bay where harm to aquatic life can occur; and 2 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County WHEREAS, Valley Water has established a goal that at least 10 percent of total County water demands be supplied by recycled water by 2025; and WHEREAS, decreasing the salinity of the treated wastewater from the Regional Water Quality Control Plant (RWQCP) through further treatment will allow it to be used on more types of flora, especially redwood trees, thereby increasing its overall use; and WHEREAS, Palo Alto and Mountain View benefit from the improved recycled water quality, which will facilitate use of recycled water on a wider range of landscaping and allow the Cities to expand their recycled water distribution infrastructure; and WHEREAS, the Parties recognize the importance of source control for water reuse and are studying measures to address the issue; and WHEREAS Valley Water is currently researching and piloting both indirect and direct potable reuse technologies within the County; and WHEREAS, decreasing the salinity in Recycled Water used for irrigation keeps that salt and other constituents out of the soil and ultimately out of the groundwater; and WHEREAS, the Parties recognize that well-purposed and managed partnerships can serve the public interest more effectively than individual efforts to develop and manage water supplies; and WHEREAS, the Parties desire to cooperate to achieve the most cost effective, environmentally beneficial utilization of treated wastewater in the County. NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. AGREEMENT ARTICLE A. Definitions As used in this Agreement, the following terms have the following meanings. (a) Agreement: The December 10, 2019, Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County between Palo Alto, Mountain View, and Valley Water. (b) CEQA: Means the California Environmental Quality Act. 3 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County (c) Designated Representatives: Employees or officials designated in writing by each of the respective Parties to serve as representatives for purposes of this Agreement. In the absence of such written notice, the Designated Representatives shall be the Valley Water Chief Executive Officer, the Mountain View City Manager, and the Palo Alto City Manager. (d) Dispute Resolution Procedure: The alternative dispute resolution process to be used for disputes arising out of this Agreement. The procedure is set forth in more detail in Section 23 below. (e) Effective Date: December 10, 2019 shall be the date this Agreement is effective. (f) Effluent: Tertiary treated wastewater from the RWQCP that meets National Pollutant Discharge Elimination System permit requirements. (g) Effluent Transfer Option: Valley Water’s option to secure Effluent, as described in Section 11 of this Agreement. (h) Enhanced Recycled Water: Non-potable water produced by the Local Plant which is blended with Recycled Water from the RWQCP. (i) Local Plant: A salinity removal unit to produce 1.25 MGD Enhanced Recycled Water for the RWQCP service area. (j) MGD: Million gallons per day, expressed as an annual average, unless otherwise noted. (k) Minimum Flow Delivery: An annual average of 9 MGD of Effluent to be supplied by the RWQCP to Valley Water, consistent with Appendix 1. (l) NEPA: Means the National Environmental Policy Act. (m)O&M: Operation and maintenance. (n) Parties: The City of Palo Alto (“Palo Alto”), the City of Mountain View (“Mountain View”), and the Santa Clara Valley Water District (“Valley Water”). (o) Recycled Water: Effluent that is treated to meet California Code of Regulations Title 22 requirements for non-potable water. (p) Regional Plant: A purification treatment facility capable of treating Effluent flows of 9 MGD or greater for the purpose of regional water supply benefit. 4 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County (q) Regional Program: Valley Water’s program to derive benefits from the Effluent under the terms of this Agreement. (r) Remaining Funds: Funds available for use by the RWQCP Partners pursuant to Section 5(f). (s) Responsible Agencies: Responsible Agencies are agencies other than the lead agency, that have some discretionary authority for carrying out or approving a project, as defined in the California Environmental Quality Act and its associated regulations. (t) RWQCP: The Palo Alto Regional Water Quality Control Plant. (u) RWQCP Partners: The cities of Palo Alto, Mountain View and Los Altos; the Town of Los Altos Hills; the East Palo Alto Sanitary District and Stanford University. (v) RWQCP Service Area: RWQCP Service Area includes the service areas of the RWQCP Partners. (w) Startup: The point in time when Valley Water begins to receive Effluent, following initial testing and commissioning, or the point in time when Valley Water begins to pay for the Effluent as part of its Regional Program, pursuant to this Agreement, whichever is earlier. (x) Term: The total duration of the Agreement as described in Section 1 of this Agreement. (y) Water Supply Option: Palo Alto’s and Mountain View’s option to secure additional water supply as described in Section 19 of this Agreement. ARTICLE B - General Provisions 1. Term. This Agreement shall be in effect on December 10, 2019. The Term of the Agreement shall be dependent upon the actions of the Parties pursuant to Articles C and D, not to exceed 76 years from Effective Date. The Term shall expire on the latest of the following. a. If Valley Water exercises its Effluent Transfer Option within 13 years of the Effective Date, the Term of this Agreement shall be for as long as Valley Water is required to or elects to make annual payments for the Effluent (pursuant to Section 12, Section 17 and Section 20), up to a maximum of 63 years from Startup. 5 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County b. If Valley Water does not exercise the Effluent Transfer Option, the Term of the Agreement shall be as follows: i. If the Local Plant is constructed in accordance with Section 5, the Term shall be 30 years after the commencement date of operation of the Local Plant; or ii. If the Local Plant is not constructed in accordance with Section 5, the Term of this agreement shall be 18 years after the Effective Date. 2. Governance. A joint committee comprised of elected officials from Valley Water, Palo Alto and Mountain View will be established to review and accept updates on the design, construction, operation and regulatory compliance of the Local Plant and the Regional Plant if the Regional Plant is located in Palo Alto. If the Regional Plant is not located in Palo Alto then the aforementioned committee will operate only with respect to the Local Plant. The committee’s role will be advisory to staff and governing bodies of the Parties. ARTICLE C - Local Plant 3. Local Plant Beneficiaries The Parties agree that the Local Plant will be developed by Palo Alto and operated for the benefit of Recycled Water customers of Palo Alto, Mountain View, and potentially other RWQCP Partners. However, Palo Alto and Mountain View shall ensure that funding from Valley Water shall only be used to benefit users in Santa Clara County. 4. Local Plant Ownership, Operation and Maintenance, and Location The Parties agree that Palo Alto shall own the Local Plant and be responsible for its design, construction, operation, maintenance, ultimate decommissioning, and site restoration. The Local Plant shall be located within the RWQCP site. Palo Alto, as the Lead Agency under CEQA for the Local Plant, has prepared an Addendum to the City of Palo Alto Recycled Water Project Environmental Impact Report certified and adopted in 2015 evaluating the environmental impacts of the Local Plant. 5. Local Plant Capital Costs a. Valley Water’s Contribution. The Local Plant capital cost is estimated to be $20 Million (2019 dollars). Valley Water’s contribution shall be $16 Million (2019 dollars), escalated annually based on Valley Water’s Yield-to-Maturity Rate as 6 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County published in Valley Water’s Quarterly Performance Reports to the Board of Directors for the fourth quarter of each fiscal year (hereinafter referred to as “$16 Million Contribution”). Valley Water’s $16 Million Contribution towards the Local Plant and, if applicable, other projects described in Section 5(f), in conjunction with the Annual Option Payments set forth in Section 6, shall constitute full and final consideration for its right to secure the Minimum Flow Delivery. b. Palo Alto and Mountain View’s Contribution. Subject to Section 5(d), Palo Alto’s and Mountain View’s combined capital contribution shall be the difference between the actual cost of the Local Plant and Valley Water’s $16 Million Contribution. c. Benefits of Grant Funding. Any federal grant funding sought by Palo Alto or Mountain View, or both, for the Local Plant shall not include the San Jose Area Water Reclamation and Reuse Program under the Title XVI Program. The benefits of any grant funding for the Local Plant shall be split by Palo Alto and Mountain View as determined in and through a separate agreement between Palo Alto and Mountain View. d. In the Event of Elevated Costs. Should the lowest responsible construction bid, or any other circumstance, result in a Local Plant total project cost above the $20 Million (2019 dollars) estimate, Palo Alto and/or Mountain View may elect to cover the increase (above Valley Water’s $16 Million contribution) independently, without an additional contribution from Valley Water. If Palo Alto and/or Mountain View are unable to identify a funding source or secure low interest rate loans to sufficiently cover costs above the $20 Million total project cost estimate, Palo Alto or Mountain View or both may request to meet and confer with Valley Water to potentially modify this Agreement. However, absent such a modification to the Agreement, Valley Water’s contribution shall be limited to the $16 Million Contribution. e. In the Event of No Local Plant. If Palo Alto and Mountain View elect not to proceed with or complete construction of the Local Plant within 13 years of the Effective Date, they shall provide written notice to Valley Water within this 13- year period and they shall still receive the $16 Million Contribution from Valley Water so long as such funds are allocated and utilized consistent with the provisions of Sections 5(f) and 5(g). f. Possible Alternative to Local Plant. If the Local Plant is not constructed, any portion of Valley Water’s $16 Million Contribution not utilized for the capital of the Local Plant, defined as Remaining Funds, will be available for other projects, specified below. Palo Alto and Mountain View will consult with all RWQCP Partners to develop a plan for expending the Remaining Funds and notify Valley Water prior to expenditure of Remaining Funds. Remaining Funds will be allocated by Palo Alto for projects specified below that benefit all RWQCP 7 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County Partners that have committed their Effluent to Valley Water for the Term of this Agreement. However, the projects specified below must be located within Santa Clara County. Eligible projects for receipt of the Remaining Funds shall be, in order of preference: i. Recycled Water facilities at the RWQCP owned and operated by one or more RWQCP Partners. ii. Other water supply projects, including but not limited to water conservation capital projects, owned and operated by a RWQCP Partner. g. Time Frame for Expenditure of Funds. The time frame for any expenditure of funds for reimbursement pursuant to this Section 5 shall extend from the Effective Date to eighteen (18) years from the Effective Date. Within this time frame, Palo Alto must present to Valley Water all invoices for expenditure of funds by itself and other RWQCP Partners pursuant to this Section. Valley Water shall not reimburse any invoices presented beyond 18 years from the Effective Date. Palo Alto’s failure to seek reimbursement within this timeframe shall not extinguish or otherwise impact Palo Alto’s and Mountain View’s obligations under Article D herein. h. Invoicing and Payments. Monthly, Palo Alto shall invoice Valley Water for project costs expended pursuant to this Section 5, including documentation of work performed by itself and any other RWQCP Partner. Invoices shall not include RWQCP Partners’ staff costs and administrative overhead. Valley Water shall pay such valid Palo Alto invoices within thirty days of receipt. 6. Annual Option Payments Prior to Startup of Regional Plant a. Amount of Payment. Valley Water agrees to pay to Palo Alto $200,000 per year (2019 dollars) (“Annual Option Payment”) from the Effective Date, until (a) June 1, 2033, or (b) at Startup, whichever occurs first. The amount of the Annual Option Payment shall be increased annually based on the annual average (previous twelve months) of the CPI-All Items for the San Francisco-Oakland- Hayward, California area published by the United States Department of Labor- Bureau of Labor Statistics (https://data.bls.gov/PDQWeb/cu), beginning on the first anniversary of the Effective Date. b. Timing of Payment. Valley Water shall provide the Annual Option Payment to Palo Alto by June 1 of each year beginning June 1, 2020. c. Allocation of Payment. 8 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County i. Fifty percent (50%) of the Annual Option Payment will be allocated to Palo Alto and Mountain View. ii. Palo Alto will distribute the remaining 50% of the Annual Option Payment to the RWQCP Partners (other than Palo Alto and Mountain View) that have committed their Effluent for the Term of this Agreement by January 31 of the year that the Annual Option Payment is made. These funds will be distributed proportionally by the amount of Effluent to be contributed. If no other RWQCP Partners commit their Effluent by January 31 of that year, this 50% of the Annual Option Payment will be allocated to Palo Alto and Mountain View. iii. Palo Alto shall ensure that the Annual Option Payments are utilized for water supply or water reuse related projects in the RWQCP Service Area. 7. Reverse Osmosis Concentrate Produced by the Local Plant Palo Alto is responsible for securing any necessary changes in its National Pollution Discharge Elimination System (NPDES) permit to accommodate reverse osmosis concentrate discharge from the Local Plant to receiving waters under the jurisdiction of federal and state agencies. 8. Local Plant Naming and Tours a. Valley Water reserves the right to name the Local Plant, including signage on site. Signage may be subject to approval by the appropriate Palo Alto decision maker or body, of which will not be unreasonably withheld. b. With 48-hour advance notice to the RWQCP plant manager or his/her designee, designated Valley Water personnel may lead tours of the Local Plant by Valley Water employees or members of the public. Valley Water-led tours shall be subject to prior and ongoing review by the RWQCP plant manager or his/her designee to ensure that the tours are conducted safely and with minimal disruption to other RWQCP activities, and that parking of private vehicles by tour attendees is consistent with RWQCP requirements. Valley Water will submit a plan or program for tours of the Local Plant for the RWQCP plant manager’s review and approval and shall conduct tours consistently with the approved plan or program. 9. On-site Research at the Local Plant Valley Water may desire to conduct research work on treatment processes at the Local Plant, including installation of pilot test equipment. Valley Water-managed research teams may include personnel from RWQCP Partners, universities, private companies engaged in research, or other research laboratories. Palo Alto agrees that it will make its best effort to enable research at the Local Plant and not unreasonably deny or constrain Valley Water proposals to conduct such research. Valley Water agrees to 9 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County share results of such research with Parties, upon request. In conducting such research, Valley Water shall not significantly disrupt operation of the Local Plant or the RWQCP, nor cause or result in significantly decreased flows, RWQCP upsets, or permit violations. 10. Term of Local Plant Operation Palo Alto agrees to operate the Local Plant for a continual period of at least 30 years, unless the Parties all agree to cease operations sooner. ARTICLE D - Effluent Delivery to Valley Water 11. Effluent Transfer Option a. Valley Water shall have the right to exercise an exclusive Effluent Transfer Option to secure from Palo Alto and Mountain View (or from the RWQCP Partners in aggregate) a Minimum Flow Delivery of an annual average of 9 million gallons per day (MGD) of Effluent (approximately 10,000 AFY), as described in Appendix 1. Valley Water’s exercise of this Effluent Transfer Option shall be subject to CEQA review. Valley Water may elect to develop a Regional Plant to receive and treat such Effluent or may instead receive the Effluent for development of other beneficial use in Santa Clara County as part of its Regional Program. b. This Agreement shall not bind or commit Valley Water to any definite course of action with respect to the Effluent Transfer Option and shall not restrict Valley Water from considering any alternatives, including a no-action alternative, or requiring any feasible mitigation measures when considering whether to receive Effluent delivery. c. If Valley does not exercise its Effluent Transfer Option within 13 years of the Effective Date all rights and obligations under Article D shall terminate. 12. Timing of Valley Water’s Effluent Transfer Option a. Valley Water’s period to exercise the Effluent Transfer Option and to accomplish Startup extends for thirteen years from the Effective Date. Valley Water may exercise the Effluent Transfer Option by written notification by its Designated Representative to the Designated Representatives of Palo Alto and Mountain View. Before Startup, as needed, Palo Alto will work with Valley Water to provide adequate Effluent for testing and commissioning purposes. b. Notwithstanding Section 12 (a), Valley Water may elect to defer acceptance of the Effluent as part of its Regional Program. After 10 years from Startup, if the 10 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County Parties have not agreed to amend this Agreement and Valley Water has not begun taking the Effluent, all rights and obligations under Article D shall terminate; however, all other Articles of the Agreement shall not be affected and shall remain in full force and effect. 13. Effluent to Valley Water if Valley Water Exercises its Effluent Transfer Option a. Flow Parameters. The Minimum Flow Delivery is defined as 9 million gallons per day (MGD) of annual average flow of Effluent that will be provided to Valley Water, predicated upon Valley Water exercising its Effluent Transfer Option, from Startup through the Term of this Agreement, consistent with the parameters described in Appendix 1, subject to the provisions of this Section 13. During the planning or design phases of the Regional Program, Valley Water may identify one or more other Effluent flow parameters required for operation of the Regional Program. In this case, these flow parameters shall be developed consistent with RWQCP data provided by Palo Alto, and Appendix 1 will be amended accordingly subject to approval by Palo Alto’s, Mountain View’s and Valley Water’s Designated Representatives, which approval shall not be unreasonably withheld. b. Water Quality. Palo Alto shall ensure that the Effluent meets all applicable federal and state water quality standards for wastewater discharge to the lower San Francisco Bay. If operational changes are anticipated at the RWQCP that could adversely affect the quality of Effluent, Palo Alto will provide notice to Valley Water and will work in good faith to minimize potential impacts to Regional Program. c. Supply Shortages Due to Drought. During water supply shortages such as droughts, Palo Alto and Mountain View will take certain actions to increase the volume of Effluent delivered to Valley Water (within the Minimum Flow Delivery) described as follows: i. Palo Alto will use best efforts to temporarily modify operations to maximize the volume of Effluent delivered to Valley Water, while complying with all legal and federal, state, and local regulatory requirements and completing any legally mandated environmental review under CEQA (and NEPA, if applicable). Such modifications may include, but shall not be limited to, temporary decreases to environmental flows. ii. Palo Alto and Mountain View will implement the appropriate stages of their Water Shortage Contingency Plans and will use best efforts to reduce non-critical use of non-potable Recycled Water. Critical uses may include health and safety and preservation of tree canopies. 11 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County d. Effluent Commitments. Palo Alto will make good faith efforts to sign separate agreements with other RWQCP Partners to commit their shares of Effluent for delivery to Valley Water for a period consistent with the Term of this Agreement. Good faith efforts include sending letters to the appropriate representatives of the RWQCP Partners within 3 months of the Effective Date. Even if one or more of the other RWQCP Partners does not commit their Effluent, Palo Alto and Mountain View will ensure that the Minimum Flow Delivery will be met. e. Annual Availability of Excess Effluent. Each year following Startup, Palo Alto and Mountain View will notify Valley Water by February 1 to determine what, if any, amount of Effluent will be available to deliver to Valley Water in excess of the Minimum Flow Delivery in the following fiscal year and to describe any conditions that may apply to such delivery. On an annual basis, by February 1, any commitments for delivery in excess of the Minimum Flow Delivery for the upcoming fiscal year shall be made in writing by the Designated Representatives of Mountain View and Palo Alto. f. Long-Term Availability of Excess Effluent. At any time, the Parties’ Designated Representatives may determine that more Effluent is available beyond the Minimum Flow Delivery for a definitive number of years in the future within the Term of this Agreement. The Parties agree they will consider such increases at the request of any Party, and this Agreement may be amended to implement such increases. g. Proportional Reduction of Effluent Due to Reduced Flows. Subject to Section 13 (c), Mountain View and Palo Alto shall receive minimum supplies of Enhanced Recycled Water as follows: Mountain View 2.5 MGD and Palo Alto 1.0 MGD (currently estimated to be produced from 3.25 MGD and 1.3 MGD of Effluent, respectively). If Mountain View and Palo Alto are using more than 2.5 MGD and 1.0 MGD of Enhanced Recycled Water, respectively, these volumes shall be reduced to 2.5 MGD and 1.0 MGD, respectively, before Valley Water’s Effluent delivery is reduced below the Minimum Flow Delivery. If insufficient Effluent is available to meet Mountain View’s and Palo Alto’s minimum Enhanced Recycled Water supplies and meet Valley Water’s Minimum Flow Delivery, all three volumes shall be reduced proportionally based on the volumes of Effluent required to produce them. In no case shall Mountain View’s or Palo Alto’s Enhanced Recycled Water reduction exceed 30% below 2.5 MGD and 1.0 MGD, respectively, unless otherwise agreed to by the Parties. h. Meet and Confer Due to Reduced Effluent Flows. If the amount of Effluent Valley Water requests, up to the Minimum Flow Delivery, is not met, the Parties shall meet and confer for the purpose of identifying and implementing feasible solutions to any supply shortfall, including the potential to extend the Term of the Agreement to make up for lost Effluent delivery. 12 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 14. Regional Plant Location a. Possible Locations. If Valley Water pursues a Regional Plant as part of its Regional Program, it is the preference of the Parties to locate the Regional Plant in Palo Alto. As such, Valley Water and Palo Alto shall evaluate the feasibility of all potential locations in Palo Alto, including: within the fence line of the RWQCP; at the Measure E site; or a yet to be determined location. If it is determined by Valley Water that it is not feasible or economical to locate the Regional Plant in Palo Alto, the Effluent may be conveyed for reuse by Valley Water to another location. The point of delivery of the Effluent to Valley Water shall be at the RWQCP, or another location mutually agreed between Valley Water and Palo Alto. b. Local Cooperation. If Valley Water notifies Palo Alto that it intends to locate a Regional Plant in Palo Alto, Palo Alto shall cooperate with Valley Water in identifying ways to accommodate a Regional Plant to the maximum extent possible within the boundary of the RWQCP or adjacent to the RWQCP boundary pending siting evaluation results. Palo Alto will also cooperate with Valley Water as it explores siting an appropriate sized water tank, to balance inbound fluctuating flows and produce a steady flow for treatment. Valley Water shall negotiate with Palo Alto to share costs between Palo Alto and Valley Water for use of the RWQCP site, including modification of existing facilities. c. Measure E Site Evaluation. In the event that Valley Water determines that the Measure E site adjacent to the RWQCP facility is the best location for a Regional Plant, and no extenuating circumstances (including, but not limited to, any environmental impacts identified through CEQA review) have been identified by Palo Alto, Palo Alto’s staff will recommend to Palo Alto Council that the Council place a measure on the ballot to allow this use. If a Regional Plant is located, at least in part, on the Measure E site, Valley Water may lease the land from Palo Alto at a rate based on the then-current zoning, anticipated to be for “public facilities.” A separate lease agreement will be required subject to approval by the Palo Alto City Council or Designated Representative. d. Permit Processing. Palo Alto and Mountain View agree to process expeditiously, in accordance with regular city processes, Valley Water’s complete non- discretionary permit applications for a Regional Plant. 15. Regional Plant/Conveyance Facilities Ownership, Capital, Operation and Maintenance Costs Subject to Valley Water exercising the Effluent Transfer Option, Valley Water may own and construct a Regional Plant and conveyance facilities to and from the Regional Plant (preliminary cost of $300 Million based on a comparison of like projects), or conveyance 13 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County facilities to take the Effluent elsewhere. Valley Water will be responsible for all capital and O&M costs for a Regional Plant and conveyance facilities. 16. Other Development Commitments by the Parties a. Development, Operation & Maintenance. In the event that a Regional Plant is to be located in Palo Alto, Palo Alto shall support Valley Water’s chosen development and O&M approach for the Regional Plant. Approaches under consideration by Valley Water include, but are not limited to, a design-build method with Valley Water responsibility for O&M; or a public-private partnership in which, for example, Valley Water may partner with one or more private entities to provide financing, design, construction, and O&M. b. Support of Regional Program. Additionally, in the event that Valley Water notifies Palo Alto and Mountain View that it intends to develop a Regional Plant in Palo Alto, Palo Alto and Mountain View shall provide, when requested by Valley Water, written support to State and federal agencies to which Valley Water seeks grant funding or low-interest loans for the Regional Plant, and city staff shall participate in meetings with State and federal agencies for these purposes. c. Environmental Documentation. The Parties to this Agreement anticipate that Valley Water will be the Lead Agency and Palo Alto will be a Responsible Agency under CEQA/NEPA for a Regional Plant. Any legally mandated environmental review shall be completed prior to approval and development of the Regional Plant. The Parties shall work together to facilitate compliance under CEQA (and NEPA if applicable) for the development of the Regional Plant. As part of this process, the Parties agree to provide timely notice, review, and responses. 17. Annual Payments for Effluent a. Initiation and Allocation of Payments. Upon Startup, Valley Water will pay Palo Alto $1,000,000 per year for the Minimum Flow Delivery during the Term of this Agreement. Valley Water shall make payments on a fiscal year basis (July – June). Valley Water’s first payment following Startup shall be prorated based on Effluent received or, if Effluent deliveries have not started, shall be $1,000,000 prorated based on the number of months left in the fiscal year. The $1,000,000 annual amount referred to in this Section is in 2019 dollars, and shall be adjusted July 1 of each year by the annual average (previous 12 months) of the CPI-All Items for the San Francisco-Oakland-Hayward, California area published by the United States Department of Labor-Bureau of Labor Statistics (https://data.bls.gov/PDQWeb/cu). Valley Water’s payments will be made by August 31 for the preceding fiscal year. 14 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County b. Allocation of Payments. Palo Alto will allocate these funds to RWQCP Partners that have committed their Effluent to Valley Water by January 31 proportionally based on the RWQCP Partner’s share of the total Effluent committed through the Term of this Agreement. c. Duration of Payments. Valley Water’s payments for Effluent pursuant to this Article shall continue through the Term of this Agreement unless this Article D is terminated earlier subject to Sections 12(b) or 20. If Article D of the Agreement is so terminated, Valley Water’s payment for Effluent in the year it is terminated shall be prorated based on the termination date and the proportion of days lapsed in the fiscal year, and Valley Water’s obligation to make this last payment shall survive the termination of Article D. d. Additional Wastewater Treatment Costs. If implementation of the Regional Program is deferred pursuant to Section 12 (b) and, during that period of deferral, Palo Alto incurs incremental wastewater treatment costs to meet new NPDES requirements adopted after Startup, Valley Water shall pay Palo Alto a proportion of the annual O&M costs, not capital costs, for such incremental wastewater treatment based on the percentage of Minimum Flow Delivery relative to the total volume of wastewater effluent produced over that period. However, Valley Water’s obligation to pay for annual O&M costs under this Sub-Section shall not begin until the five-year anniversary of Startup and shall cover the period after that date. Palo Alto shall invoice Valley Water, detailing the basis of the costs for the preceding year, after the end of the sixth year after Startup and each year thereafter until Valley Water begins to take delivery of Effluent or until Article D of the Agreement is terminated pursuant to Section 20. Valley Water’s obligation to pay such costs shall be capped at $150,000 per year (in 2019 dollars, adjusted July 1 of each year by the annual average (previous 12 months) of the CPI-All Items for the San Francisco-Oakland-Hayward, California area published by the United States Department of Labor-Bureau of Labor Statistics (https://data.bls.gov/PDQWeb/cu)). e. Payment Prorating. If the quantity of Effluent made available by Palo Alto to Valley Water in any given fiscal year falls below the Minimum Flow Delivery the payment for that year shall be prorated accordingly. If the Minimum Flow Delivery is made available but Valley Water accepts less than the Minimum Flow Delivery, Valley Water shall be responsible for the full $1,000,000. If Valley Water requests and receives more than the Minimum Flow Delivery, Valley Water’s payment to Palo Alto shall be prorated accordingly. 18. Reverse Osmosis Concentrate Produced by a Regional Plant in Palo Alto In the event that a Regional Plant is located in Palo Alto, Palo Alto shall evaluate operating strategies and make best efforts to accomplish any necessary changes in its NPDES permit to accommodate reverse osmosis concentrate discharge from the 15 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County Regional Plant to receiving waters under the jurisdiction of federal and state regulators. Palo Alto staff shall include Valley Water staff in its planning and negotiations with the regulators. To the extent that discharge of the reverse osmosis concentrate to receiving waters via Palo Alto’s wastewater outfall is not feasible and acceptable to the regulators, Valley Water shall evaluate and implement alternative reverse osmosis concentrate management measures acceptable to Palo Alto, if within the Palo Alto’s jurisdiction. Valley Water shall pay the costs of treating the reverse osmosis concentrate to meet applicable state and federal requirements of and any alternative reverse osmosis concentrate management measures. The Parties acknowledge that a separate agreement may be needed to address management of reverse osmosis concentrate. 19. Water Supply Option for Palo Alto and Mountain View a. Volume and Timing of Request. Beginning one year from the Effective Date, at their discretion, Palo Alto or Mountain View or both shall each have an opportunity to provide Valley Water a notification of the need for additional water to meet demands in their respective service areas. The written notification shall include the amount of potable water or non-potable water, or both, requested, up to the following maximum amounts: Palo Alto may request an annual average of up to 3.0 MGD and Mountain View may request an annual average of up to 1.3 MGD. Palo Alto and Mountain View may make multiple notifications regarding the need for additional water, but the cumulative total of the additional water requested shall not exceed the respective maximum amounts (3.0 MGD for Palo Alto and 1.3 MGD for Mountain View) over the Term of the Agreement. The notification may also include an indication of a maximum cost for the water in the first year. Valley Water will make its best effort to develop a proposal that includes at least one supply within that maximum cost for the first year. b. Valley Water Response. Within three (3) months of receiving the written notification from Palo Alto or Mountain View or both, Valley Water will provide an estimate of the incremental costs to Valley Water to prepare a proposal for the requested water. The requesting party (Palo Alto or Mountain View or both) will respond to Valley Water’s cost estimate within four (4) months. After receiving written approval from the requesting party (Palo Alto or Mountain View or both) accepting the estimated cost for Valley Water to do so, Valley Water will have up to four (4) years from receipt of the original request to prepare a water supply proposal to the requesting party (Palo Alto or Mountain View or both). Parties will meet periodically as requested by any Party during this four (4) year period to discuss the request and the proposal being developed. Valley Water’s proposal will include a description of the water supply, including the cost, payment schedule, and any conditions related to the supply to the requester (Palo Alto or Mountain View or both). Valley Water will submit quarterly cost invoices for its work in preparing the proposal and the requesting party (Palo Alto or Mountain View or both) will reimburse Valley Water within 30 days. 16 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County c. Cost Components. Valley Water’s cost estimate in its proposal shall be limited to Valley Water’s costs, including all costs associated with the water supply, such as but not limited to: facility costs, commodity costs, and any wheeling fees. Valley Water shall not be required to subsidize the cost of the water in order to meet the maximum cost pursuant to Section 19 (a). The proposal shall include or allow for subsequent increases in cost after the first year based upon Valley Water’s costs. d. Acceptance or Denial of Proposal. The requester (Palo Alto and/or Mountain View) will have up to twelve (12) months from receiving Valley Water’s proposal to provide written notification that they accept or decline this proposal, unless a shorter time period is one of the conditions required by Valley Water. For example, a shorter time frame may be required if Valley Water’s proposal involves a fleeting opportunity with third parties in which a commitment is needed in less than 12 months. In the event that Valley Water prepares a proposal with a time period for acceptance of less than 12 months, it shall also, with the requesting party’s concurrence, proceed to develop a separate proposal for which the acceptance time period is up to twelve (12) months. e. Reinitiating a Request. If the requesting party (Palo Alto or Mountain View or both) declines Valley Water’s proposal or fails to accept it within the time prescribed in Section 19(d), starting 5 (five) years from declining the previous opportunity or five years after the time to accept the proposal expires, whichever is earlier, the requesting party (Palo Alto or Mountain View or both) may reinitiate the process as described in Section 19(a)-(d). This sequence of proposals and potential denials, including the five (5) year period between the denial (or expiration of time in which to accept) and the next request, can be repeated throughout the Term of the Agreement. Notwithstanding the minimum five-year interval between a proposal declined or not timely accepted by the requesting party (Palo Alto or Mountain View or both) and a subsequent opportunity to request a proposal, Valley Water shall have discretion to consider a request by Palo Alto or Mountain View to develop a proposal for them after a period of less than five years since they declined a prior Valley Water proposal or the time in which to accept it expired. f. Delivery of Water. If the requesting party (Palo Alto or Mountain View or both) accepts Valley Water’s proposal, Valley Water will have up to ten (10) years from the acceptance date to begin delivery of the water to the requester (Palo Alto or Mountain View or both) at cost. All water provided by Valley Water may only be utilized by the requesting party (Palo Alto or Mountain View or both) within their respective service areas and Valley Water’s obligation to provide the water to Palo Alto or Mountain View or both expires at the end of the Term of this Agreement or any separately date agreed upon in writing. The Parties shall develop detailed terms and conditions for Valley Water’s water supply delivery to them in a separate agreement, shall complete any environmental review legally 17 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County required for adoption of such agreement, and shall provide environmental documentation to support CEQA findings, for approval by Parties’ governing bodies prior to commencement of delivery of water to them under this Section. Such separate agreement may have a term that extends beyond the Term of this Agreement and may include additional conditions dependent upon the Effluent transfer. g. In the Event of No Regional Program. If Valley Water determines Startup of the Regional Program will not occur within thirteen (13) years of the Effective Date and the Parties have not agreed to further extend this timeline, Palo Alto and Mountain View shall no longer have the ability to request a potable and/or non- potable water supply from Valley Water. 20. Severability and Voidance of Effluent Transfer Provisions by Valley Water Commencing thirteen years after the Effective Date, Valley Water may terminate the rights and obligations under Article D of this Agreement at its sole discretion by providing Palo Alto and Mountain View with at least five years’ written notice if Valley Water has commenced receiving Effluent or at least one years’ written notice if Valley Water has not commenced receiving Effluent. If the provisions of this Section 20 are exercised by Valley Water, Article D shall be terminated at the conclusion of the notice period and shall be of no further effect; however, all other Articles of the Agreement shall not be affected and shall remain in full force and effect. ARTICLE E – SALE OF RWQCP OR THE REGIONAL PLANT DURING TERM 21. Sale of RWQCP During Term of Agreement Palo Alto agrees that it shall not sell or attempt to sell the RWQCP to any third-party unless Valley Water is first offered the right to purchase the RWQCP at fair market value to be determined by an independent third-party consultant qualified in the wastewater or water industry. Valley Water shall have six months after a fair market value has been determined to consider this purchase, and Palo Alto may only pursue the sale to third parties following the expiration of this six-month period or receipt of Valley Water’s written notice that it does not intend to purchase the RWQCP. Upon Valley Water’s expression of intent to purchase the RWQCP, Palo Alto shall provide Valley Water with an additional twelve months to complete any financing necessary for the purchase. The provisions of Article D herein (Effluent Delivery to Valley Water), shall survive any sale of the RWQCP to a third-party during the Term, and Palo Alto shall include as an express condition in the sale of the RWQCP to a third-party the requirement that the third party assume the obligations of this Agreement for the remainder of the Term. 18 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County Valley Water shall constitute a third-party beneficiary to any agreement between Palo Alto and a third-party for the sale of the RWQCP. 22. Sale of Regional Plant Valley Water agrees that if a Regional Plant is located in Palo Alto and if Valley Water decides to cease its operation of the Regional Plant, it shall not sell or attempt to sell the Regional Plant to any third-party unless Palo Alto is first offered the right to purchase the Regional Plant at fair market value to be determined by an independent third-party consultant qualified in the wastewater or water industry. Palo Alto shall have six months after a fair market value has been determined to consider this purchase, and Valley Water may only pursue the sale to third parties following the expiration of this six-month period or receipt of Palo Alto’s written notice that it does not intend to purchase the Regional Plant. Upon Palo Alto’s expression of intent to purchase the Regional Plant, Valley Water shall provide Palo Alto with an additional twelve months to complete any financing necessary for the purchase. ARTICLE F – OTHER PROVISIONS 23. Dispute Resolution Procedure The process by which the Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement, which will be undertaken promptly and initially by representatives of the Parties in the following manner: a) If a dispute should arise, an authorized representative for each of the Parties will meet or teleconference within fourteen (14) calendar days of written notification of the dispute to resolve the dispute. Prior to such meeting or teleconference, the Party bringing the dispute will draft and submit to the other Parties a written description, including any factual support, of the disputed matter. After receiving this written description, the other Parties will provide a written response to such written description within a reasonable period of time. b) If no resolution of the dispute occurs at this meeting or teleconference, the issue will be elevated to an executive-level manager of each Party (i.e. executive level manager for Valley Water and Assistant City Manager or higher-level executive for Palo Alto and Mountain View). Each Party’s executive-level manager will meet or teleconference as soon as practical, but, in no event, later than twenty one (21) calendar days after the matter has been referred to them, with the initial meeting to occur at a location to be selected by the Parties. c) If the dispute remains unresolved after forty-five (45) calendar days from their receipt of the matter for resolution, and any necessary Party is not willing to continue negotiations, the Parties agree to submit the dispute 19 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County to mediation. Any statute of limitations shall be tolled from the time the matter is submitted to mediation until the mediation process has concluded. d) If the Parties are not able to agree on a mediator, any necessary Party may request the American Arbitration Association or other acceptable mediation service to nominate a mediator. The Parties will share the cost of the mediator equally. e) In the event mediation is unsuccessful, any Party may pursue other remedies available at law including filing an action in any state or federal court within the County of Santa Clara. 24. Force Majeure. Neither Palo Alto nor Mountain View shall be liable for delays or failures in performance of its obligations under Article D of this Agreement that arise out of or result from causes beyond its or their control, including without limitation, the occurrence or threat of the following: an act of God or public enemy; an act of civil or military authorities; a fire, flood, earthquake or other natural disaster; an explosion; a war or act of terrorism; an epidemic or pandemic; a national or state emergency; a strike; a lockout; a riot or civil unrest; a freight embargo; delays of common carriers; acts or orders of governmental authorities; impact of governmental statutes, regulations, permits or orders imposed or issued after the effective date of this Agreement; unavailability of required labor or materials; inability to obtain funding due to a financial crisis; a regulatory agency’s failure to issue a required permit or other approval despite submittal of a complete application; litigation not initiated by Palo Alto; and any other events or circumstances not within the reasonable control of the affected Party whether similar or dissimilar to any of the foregoing. If Palo Alto is required to take or forego certain actions to maintain compliance with its NPDES permit and other regulatory requirements, such acts or omissions shall not be considered to be within Palo Alto’s reasonable control and shall be excused under this Section 24. 25. Audit. Valley Water shall have the right to conduct audits of Palo Alto and Mountain View to ensure that the funds paid by Valley Water under this Agreement are being used in accordance with all restrictions set forth in Sections 5 and 6 of this Agreement. Palo Alto and Mountain View shall cooperate with any such audit and shall provide records requested by Valley Water within a reasonable amount of time. 26. Mutual Benefits of this Agreement Through execution of this Agreement, Parties agree to commit funding and resources to advance a locally controlled, drought resilient supply that improves water supply 20 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County reliability and assists in maintaining local groundwater basins, to the benefit of all Parties. Additionally, the Parties seek to develop reliable water supply sources to minimize supplies of water that would otherwise have to be imported via the Sacramento-San Joaquin River Delta and its tributaries, including the Tuolumne River and other mountain streams. 27. Notifications Palo Alto and Valley Water shall notify all RWQCP Partners of the execution of this Agreement within 30 days of the Effective Date. 28. Choice of Law. This Agreement shall in all respects be interpreted, enforced, and governed by and under the laws of the State of California. The parties agree that the venue of any action, proceeding or counterclaim shall be in the County of Santa Clara, California. 29. Amendments. This Agreement may not be modified or amended except by a writing signed by all Parties. 30. Captions. The captions in this Agreement are for reference only and shall in no way define or interpret any provision hereof. 31. Severability. If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid and enforced to the full extent permitted by law, provided the material provisions of this Agreement can be determined and effectuated. 32. Counterparts. This Agreement may be executed in identical counterpart copies, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. 33. Attorneys' Fees. In the event of a dispute between the parties with respect to the terms or conditions of this Agreement, the prevailing party is entitled to collect from the other its reasonable attorneys' fees as established by the judge presiding over such dispute. 21 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County 34. Entire Agreement. This Agreement, together with Appendix 1 attached hereto, constitutes the entire agreement between the Parties and supersedes all prior written or oral understandings. 35. Cooperative Drafting. This Agreement has been drafted through a cooperative effort of all Parties, and all Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No Party shall be considered the drafter of this Agreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the cause shall apply to the interpretation or enforcement of this Agreement. 36. Separate Writings, Exhibits, Appendices. The following appendix constitutes a part of this Agreement and is incorporated into this Agreement by this reference: Appendix 1. 37.Time of the Essence. Time is of the essence in respect to all provisions of this Agreement that specify a time for performance. 38. Waiver. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement (1) shall be effective unless it is in writing and signed by the Party making the waiver; (2) shall be deemed to be a waiver of, or consent, to any other breach, failure of a condition, or right or remedy, or (3) shall be deemed to constitute a continuing waiver unless the writing expressly so states. 39. Indemnification. a. Indemnification by Valley Water. Valley Water shall defend, hold harmless, and indemnify Palo Alto and Mountain View, their officers, agents and employees from, for and against any and all claims, injuries, losses, fines, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs) arising from or related to: (1) Valley Water’s use of the RWQCP for tours or onsite research work as provided under this Agreement; (2) Valley Water’s use, sale or distribution of the Effluent after taking delivery of the Effluent from Palo Alto; (3) siting or operating the Regional Plant, a water tank or associated facilities, or both, on Palo Alto property; (4) constructing and utilizing Effluent conveyance facilities to and from the RWQCP; and (5) litigation related to a ballot measure to allow use of the Measure E site for the Regional Program or land use approvals by Palo Alto (including actions under CEQA) for the Regional Program. This duty to indemnify shall exclude those claims, injuries, losses, fines, liabilities, damages, costs, and expenses directly caused by Palo Alto’s or Mountain View’s gross negligence or willful misconduct. Valley Water and Palo Alto may modify Valley Water’s duty to indemnify Palo Alto through written amendment of this Agreement relating to development of the Regional Plant. 22 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County b. Indemnification by Palo Alto. Palo Alto shall defend, hold harmless, and indemnify Valley Water and its officers, agents and employees from, for and against any and all claims, injuries, losses, fines, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs) arising from or related to: (1) approval, siting, or construction of the Local Plant; (2) operation of the Local Plant; (3) allocation of Remaining funds pursuant to Section 5(f); (4) allocation of the Annual Option Payment pursuant to Section 6. This duty to indemnify shall exclude those claims, injuries, losses, fines, liabilities, damages, costs, and expenses directly caused by Valley Water’s gross negligence or willful misconduct. c. The provisions of this Section 39 shall survive the termination of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement which shall take effect on the Effective Date as stated above. CITY OF MOUNTAIN VIEW, A California charter city and municipal Corporation By: ________________________________ Daniel H. Rich City Manager APPROVED AS TO CONTENT: By: ________________________________ Dawn S. Cameron Public Works Director FINANCIAL APPROVAL: By: ________________________________ Jesse Takahashi Finance and Administrative Services Director APPROVED AS TO FORM: By: ________________________________ 23 Partnership Agreement to Advance Resilient Water Reuse Programs in Santa Clara County Krishan Chopra City Attorney CITY OF PALO ALTO A California Chartered Municipal Corporation By: ______________________________ Ed Shikada City Manager APPROVED AS TO FORM: By: _____________________________ Molly Stump City Attorney SANTA CLARA VALLEY WATER DISTRICT By: _____________________________ Norma J. Camacho Chief Executive Officer APPROVED AS TO FORM: By: _____________________________ Brian C. Hopper Sr. Assistant District Counsel October 9, 2019 Dear Palo Alto City Council, Thank you for the attention you have given our recycled water opportunity. My apologies for not better anticipating the reasonable conclusion you reached at your 9/23 meeting given the information you had: You concluded that holding the transfer agreement hostage to Valley Water changing its position on the bay delta plan doesn't seem fair. Here is more detail regarding the problems raised in my oral communication at your 10/7 meeting along with some possible solutions. As a reminder, California urban areas are embracing recycled water for two reasons: Increased supply reliability and reduced dependence on imports, the latter which of course has great environmental and sustainability benefits. Along with cost, we should use the same criteria. 1) The merits of the water transfer agreement should exclude any benefit Palo Alto receives from the desalting plant. which by doing so substantially diminishes the transfer agreement's value to Palo Alto The $16 million contribution to the desalting plant was Gary Kremen's thoughtful answer as to how to address the water supply fees Palo Alto has been paying Valley Water as part of residents' property tax bills. The fee continues this year as can be seen on just received bills. As you know Palo Alto gets no benefit from these fees and, by the last data I found, amount to $1.6 million per year paid by Palo Alto (as of 2015). If indeed the desalting plant is the proposed offset for these fees, then the desalting plant benefits to Palo Alto should not be considered as part of Palo Alto evaluating the transfer agreement because Palo Alto should be getting these benefits as resolution to the water supply fee issue. The problem is that without the desalting plant, there is little benefit to Palo Alto from the water transfer agreement, particularly in the context of increased reliability and reduced imports. For Palo Alto to get either, the transfer agreement requires us to pay Valley Water an unspecified additional amount. The other promoted benefit, our share of the $1 million that Valley Water will ultimately pay for effluent is small in the context of the $1.6 million we are already paying Valley Water. Valley Water might argue that their original intent on the desalting plant was to pay substantially less but that the water transfer agreement allowed them to increase their contribution to $16 million. But that raises the question of whether or not we are getting sufficient value for the $1.6 million paid annually. Assuming Valley Water provides $0.2 million per year for operations, the net present value of a 20 year municipal bond that Valley Water could sell at a high 3% interest rate based on annual payments of $1.4 million, is worth $20 million, well above the $16 million that Valley Water is contributing, not to mention that Mountain View gets the most benefit from the desalting plant (Mountain View gets 3 million gallons per day (mgd) to Palo Alto's 1 mgd). It could be argued that even if the full value of the desalting plant was going to Palo Alto, it is still not sufficient to offset our $1.6 million annual payments. Page 1 of 4 In the chance that Valley Water argues that the desalting plant and the water transfer agreement never intended to address the annual $1.6 million payments made by Palo Alto, then another issue arises: Do we want to move forward with the transfer agreement with this issue still outstanding? The challenge is that this issue has been festering for years. Valley Water might argue that the transfer agreement has substantial benefits to reliability and reduced dependence on imports even though Palo Alto won't see them without paying more. The trouble is that Valley Water projects their water demand to grow and there is no assurance that our recycled water will reduce Valley Water's imports. The best argument they would likely make is that our recycled water will help them not increase imports. Not increasing water imports isn't adequate. As you know, both the Tuolumne River and Bay Delta are in crisis in part due to Palo Alto's water supply through the SFPUC and Valley Water's supply through the State Water Project and Central Valley Project. For context, cities such as Los Angeles, San Diego and others are working to substantially reduce their dependence on water imports (LA Mayor Eric Garcetti targeted a 50% reduction 2) Valley Water precluded us from exploring the Crystal Springs Proiect Alternative Because of a no-shop clause in the 2017 MOU between us and Valley Water, our utilities department has not been allowed to explore another, likely more beneficial, alternative: Redwood City is planning to send its advanced purified water from its regional wastewater treatment plant to Crystal Springs reservoir as its vehicle for indirect potable reuse (the Crystal Springs Project). An interesting alternative is to leverage this project. Instead of building a new purification facility and piping water south to San Jose, Palo Alto's wastewater could be piped to Redwood City and leverage known economies of scale by increasing the size of Redwood City's project. Eric Hansen of Silicon Valley Clean Water thought the idea was interesting. The benefits could be significant: i) No incremental cost for Palo Alto to benefit: If our wastewater goes to the Crystal Springs Project, there is no incremental cost for choosing to augment Palo Alto's water supply as the infrastructure to deliver SFPUC water to Palo Alto is already in place. As you know, in the current draft of the transfer agreement, in order to provide additional water to Palo Alto, Valley Water requires Palo Alto to bear unspecified additional costs. Otherwise under the transfer agreement Palo Alto gets no supply reliability benefit nor any reduction on its reliance on water imports. ii) Lower overall cost: Thanks to economies of scale the cost of piping our wastewater to Redwood City and increasing the size of the Redwood City purification facility is likely substantially less costly than either of the options Valley Water is considering which are either a) building a plant in Palo Alto and piping the potable water to Valley Water orb) piping the wastewater to Alviso and building a plant there. iii) Higher quality water: The Indirect Potable Reuse (IPR) water from Crystal Springs is much higher quality than the IPR water run through Valley Water's aquifer. IPR run through an aquifer picks up minerals and may need to be filtered or treated to improve taste. IPR water through Crystal Springs would be much more like Tuolumne River water. iv) Increased supply reliability: Without our having to exercise and pay for an option with Valley Water, this project would by its nature increase our supply reliability as it is increasing the SFPUC's supply reliability Page 2 of 4 Current Transfer Crystal Springs Agreement Alternative Improves Palo Alto Supply Only at significant Yes Reliability and Reduces Imports unknown cost Mineral Content of Water High (water spots on Very low glassware) Economies of Scale/Lower Cost No Yes Environmental Benefits Unclear or limited Subject to negotiation The extent of these benefits is unknown as Palo Alto has been precluded from studying them due to the no-shop clause in section S(b) of the MOU. Probably the biggest unknown is the SFPUC's interest in this expansion of the Crystal Springs Project. However, the SFPUC commissioners have given guidance to staff to find more local water sources and hence by inference there should be strong interest. Valley Water might argue that the no-shop clause is a standard term in this type of negotiation. In my experience it is not common. While I don't have experience with public entities, in private enterprise they are used sparingly and usually for short duration and only once all the major terms have been worked out. Until now I had not heard of a 3.5 year no-shop clause. It also seems that major terms were not yet resolved in February of 2017. Valley Water must have expected that they would be at a competitive disadvantage in a situation like this, which in turn puts Palo Alto leadership in a difficult, less knowledgeable situation. It is disappointing that they required this clause that far back. 3) The do-it-ourselves direct potable reuse (DPR} alternative is compelling. It has a cost per acre foot of $2,500 compared to the SFPUC's expected price of $3,000. It also has the biggest positive impact on water reliability and reduced dependence on imports. In terms of financing, Poseidon Water mentioned public-private partnership ideas at Valley Water's September recycled water committee meeting including means of mitigating risks associated with in process DPR regulations. Poseidon Water has a number of water infrastructure projects in California, including the Carlsbad and Huntington Beach desalination plants. Among areas that would need to be further explored for this alternative is Palo Alto's willingness to drink recycled water. The good news is that there is lots of precedent for drinking recycled water, although not yet with DPR. About 30% of Orange County's drinking water is from recycling. Page 3 of 4 Solutions There are multiple possible solutions to address the lack of benefits to Palo Alto in the current form of the water transfer agreement: 1) Improve the transfer agreement terms to reflect what we li kely would have received with the Crystal Springs or do it ourselves alternatives: a) Repla ce the option for Palo Alto to get additional potable water at unknown cost with a commitment that Palo Alto will receive additional water at no additional capital cost. b) As soon as the DPR regulations are finalized, Valley Water commits to switch to augmenting Palo Alto's water with DPR water at no additional cost to Palo Alto. c) Valley Water's pricing to Palo Alto should not exceed the DPR price Palo Alto modeled. d) Assuming Valley Water won't support the Bay Delta Plan, have Va lley Water commit to other environmental benefits. For example, could they commit to setting a substantial imports reduction goal (if current imports are at 55% could they set a goal of reducing them to 40% by say 2040)? e) Unlink the salt removal facility so that it is not dependent on the transfer agreement and make sure the sa lt facility economics justify relenting on resolving our $1.6 million payments issue. 2) Do it ourselves and save money. 3) Have Valley Water let us out of the no-shop clause so that we can better understand the Crystal Springs alternative. 4) Wait for the no-shop clause to expire (December 31, 2020). In the scheme of things this isn't that long, particu larly with DPR regulations on the horizon and the relative ly lower cost that DPR offers. Timing We are pretty far along in negotiations and the changes suggested above will have a substantial impact to Valley Water's economics. This timing problem is Valley Water's, not ours. It is a result of their no-shop clause . If there hadn't been a no shop clause, our excellent utilities st aff would likely have investigated the Crystal Springs alternative as it arose and could have been addressing differences much earlier. Conclusion: The transfer agreement today is mediocre. It should be improved or we should choose a different solution The transfer agreement as it stands provides Palo Alto no add itional supply reliability and provides no reduction in our reliance on water imports without additional investment. These are the two most important criteria to Palo Alto and to California's urban areas in general. Both the unexplored Crystal Springs alternative and the do it ourselves alternative better meet these criteria. Please make the transfer agreement better so that there are benefits to Palo Alto on the two most important criteria, supply reliability and reducing reliance on water imports. If that doesn't work, let's pursue both the Crysta l Springs alternative and the do it ourselves option including discussing ways of mitigating DPR risk with Pose idon Water. Dave Warner Page 4 of 4 Mr. Warner: Our City Manager has asked me to respond to your attached October 9, 2019 letter to City Council on his behalf. You, Karla Daily and I have also had several email exchanges as we have continued a very positive dialogue on how best to reuse treated wastewater. We also greatly appreciated your participation at our October 23rd Community Meeting on this topic. I know we agree that we all benefited from that in-depth exchange of information and ideas. The first point in your original letter assumes that Valley Water’s $ 16 Million contribution to a Palo Alto salt removal facility is connected to the State Water Project Tax (Tax) that County property owners pay. Making a connection between the two was discussed early in the Agreement process, and it was decided not to make any connection between the two. The draft Agreement has many benefits to Palo Alto, as described below, and there was not a need to create a linkage to the Tax issue. I know that you are now aware of a new (September 24, 2019 - Attached) Valley Water Board Resolution which can provide funding for Cities like Palo Alto, based in part on this Tax situation. We look forward to Valley Water establishing procedures for obtaining these funds, and to Palo Alto receiving its share for water related projects. With these changes in the assumptions in your letter, we believe it is quite appropriate to conclude that there are very substantial benefits to Palo Alto and its neighbors, both from the construction of a salt removal facility in Palo Alto, and from a potential transfer of treated wastewater to a County–wide Water Reuse Program; the two parts of the draft Agreement. Specifically, those benefits include: 1. Meeting critical water supply demands in Palo Alto and other parts of the County with sustainable water supply sources, like recycled and purified water, reduces the need for additional imported water from the Tuolumne River and other sources. While your letter points out that population growth in other areas can tend to counter this benefit, it is still true that Palo Alto would be doing what is within its power to save water. 2. Expanding water reuse in the County will keep a significant amount of the Regional Water Quality Control Plant (RWQCP) effluent out of the Bay, consistent with the Council-adopted goal: “Protect the Bay, other surface waters, and groundwater”. 3. Valley Water funding for the Palo Alto salt-removal plant will enable Mountain View to connect approximately 60 new commercial irrigation customers to its existing recycled water distribution system, and improve the quality of the irrigation water for all current recycled water users in Palo Alto and Mountain View. 4. Increasing the reuse of treated wastewater will dramatically improve the resiliency of water supply systems, should the other supplies be impacted by earthquakes, climate change, or other events. 5. The alterative water supply option provided to Palo Alto within the draft Agreement would be a safety net for Palo Alto, giving the City a way to “recover” the water which is transferred south. While Palo Alto’s current water supply agreement with San Francisco is quite robust (and Palo Alto has access to groundwater), such a safety net has substantial value in today’s uncertain world. The second point in your letter is that Palo Alto should consider piping treated wastewater to Crystal Springs Reservoir where it would become part of the San Francisco water supply system. However, adding treated wastewater to Crystal Springs Reservoir is only in its earliest stages of conceptual consideration. If that concept gains traction, there are several wastewater treatment plants much closer to Crystal Springs than Palo Alto’s. In contrast, Valley Water has a relatively large existing water purification plant, a sophisticated system of recharging and banking groundwater, and, together with San Jose, the most robust recycled water system in Northern California. It is far more likely that the next major water reuse programs will come in Santa Clara County than further north on the Peninsula. Palo Alto has a long and successful history of partnering with Valley Water on water reuse, watershed protection, flood control, and water conservation projects. The first water reuse project in Palo Alto was entirely funded by Valley Water in the early 1980’s. Cities north of Palo Alto have not expressed interest in similar partnerships with Palo Alto. The third point in your letter is that moving toward Direct Potable Reuse (DPR) of highly treated wastewater is compelling, and many agree with you. Being able to use the same distribution system as our current potable water delivery system would save many millions of dollars and is extremely attractive. The focus in your letter, however, is on Palo Alto “do(ing)-it-ourselves”. That is, implementing DPR on our own. It appears best to partner with a much larger, research-oriented, agency in trying to accomplish this end point, due to the very real concerns about disease control and the need for certainty. We believe the draft Agreement puts us in the best position to partner with one of the leading water supply agencies in the Country, Valley Water, as we consider moving toward DPR. In addition, the draft Agreement has us building our own salt removal plant in Palo Alto; positioning us to be able to pilot DPR locally at some point in the future. Therefore, the draft Agreement gives us the best of both worlds: a small plant from which to conduct a pilot, and a large partner to ensure state-of-the-art quality control. In summary, it seems the draft Agreement has may benefits for Palo Alto and our neighbors and constitutes a win-win for all involved. Partnering with Valley Water increases the likelihood that a Regional Plant would be located in Palo Alto, increasing benefits even further. I know that you are a strong supporter of water reuse and look forward to continuing our dialogue on how best to utilize treated wastewater. Many thanks for your strong interest and thoughtful suggestions. Please don’t hesitate to continue to email Karla and I as we move this important work forward. Sincerely, Phil Bobel, Assistant Director, Public Works RL14446 1 BOARD OF DIRECTORS SANTA CLARA VALLEY WATER DISTRICT RESOLUTION NO. 19 – SUPPORT OF GOVERNOR NEWSOM’S PROPOSED DELTA CONVEYANCE (“GOVERNOR’S PROPOSED PROJECT”) WHEREAS, our mission at the Santa Clara Valley Water District (Valley Water) is to provide Silicon Valley with safe, clean water to support healthy lives, the environment, and economy; and WHEREAS, the Board of Directors endeavor through our policies and actions to affirm to the residents of Silicon Valley that we are dependable stewards and that Valley Water can be trusted to provide clean, safe, affordable water, and guarantee our water supply for the future; and WHEREAS, Santa Clara County relies on State Water Project (SWP) and Central Valley Project (CVP) water conveyed through the Sacramento-San Joaquin Bay-Delta (Delta) for 40 percent of its water supply on average; and WHEREAS, imported water from the Delta and its watershed has played a significant role in recharging the County’s groundwater basin, protecting against further land subsidence, and providing for the well-being of the citizens of Santa Clara County; and WHEREAS, substantial local investments in water use efficiency and conservation, recycled water and groundwater management are essential but cannot cost-effectively replace imported water; and WHEREAS, Valley Water has long been committed to sustained reliable water supplies as well as environmental stewardship; and WHEREAS, if no action is taken, Valley Water’s SWP and CVP supplies will be vulnerable to risks from declining ecosystem conditions, increasing regulatory restrictions, seismic risks, climate change and sea level rise, resulting in reduced water supply reliability for Santa Clara County; and WHEREAS, the “Bay-Delta Plan” as proposed by the State Water Resources Control Board may materially cut water deliveries to the San Francisco Public Utility Commission served areas of Santa Clara County, potentially creating more demand upon Valley Water; and WHEREAS, Governor Newsom, through the California Department of Water Resources (DWR) proposes to develop a single tunnel Delta Conveyance Project; and WHEREAS, the Delta Conveyance Project is a critical component of the Governor’s “balanced portfolio approach” to water, the State of California’s blueprint for a “sustainable and resilient future”; and WHEREAS, the Governor’s Proposed Project has the potential to protect Valley Water’s water supply reliability by upgrading aging infrastructure, thereby reducing the vulnerability of SWP and CVP water supplies to seismic events in the Delta and climate change impacts; and Attachment 1 Pg. 1 of 11 Support of Governor Newsom’s Proposed Delta Conveyance (“Governor’s Proposed Project”) Resolution No. 19- RL14446 2 WHEREAS, the Governor’s Proposed Project has the potential to improve access to transfer supplies and increase storage project yield while conveying water across the Delta in a way that is safer for the environment; and WHEREAS, Valley Water supports the use of unionized labor and Project Labor Agreements (PLAs) to participate in the construction of the Governor’s Proposed Project. NOW, THEREFORE BE IT RESOLVED that the Board of Directors of the Santa Clara Valley Water District does hereby find, determine, and order as follows: 1. Valley Water hereby declares its support for Governor Newsom in his development of a single tunnel Delta Conveyance Project (the Governor’s Proposed Project) and adopts the Guiding Principles, attached hereto as Attachment 1, for Participation in the Governor’s Proposed Project; and 2. Valley Water Directors and staff will use these Guiding Principles to shape Valley Water's participation in the Governor’s Proposed Project, including evaluating the Governor’s Proposed Project, identifying ways to meet Valley Water's goals, and shaping the project development and any agreements necessary to secure the conditions needed for Valley Water’s continued participation and support. PASSED AND ADOPTED by the Board of Directors of the Santa Clara Valley Water District by the following vote on September 24, 2019: AYES: Directors NOES: Directors ABSENT: Directors ABSTAIN: Directors SANTA CLARA VALLEY WATER DISTRICT By: __________________________________ LINDA J. LEZOTTE Chair, Board of Directors ATTEST: MICHELE L. KING, CMC __________________________________ Clerk, Board of Directors Attachment 1 Pg. 2 of 11 RL14446 Attachment 1 Page 1 of 9 ATTACHMENT 1 Guiding Principles for Participation in Governor Newsom’s Proposed Delta Conveyance Project (“Governor’s Proposed Project”) Guiding Principle #1 - Santa Clara County needs are the primary drivers in all our decisions involving the Governor’s Proposed Project. Fresno, Huron, Southern California, Discovery Bay, Rio Vista and other places in California have important desires, but providing safe, clean, affordable water for the people, businesses, wildlife and habitat of Santa Clara County is our primary focus. Guiding Principle #2 - We will not allow Silicon Valley values and priorities to be placed at a disadvantage relative to Central Valley Agriculture or Southern California. We support the Governor’s Proposed Project in which all parties pay their fair share and avoid cost shifting to urban users. Santa Clara County rate payers and I or taxpayers should pay no subsidies to Central Valley Agriculture or Southern California water users. If anyone pays less than Valley Water on a per acre-foot basis, their benefit from the Governor’s Proposed Project should be less than Valley Water’s benefit. Guiding Principle #3 - We are advocating for a flexible approach that addresses Silicon Valley stakeholder and community input. We take public input seriously, having had over 60 agenda items at properly noticed, public meetings on Delta Conveyance and Valley Water’s water master supply plan alone (see Appendix A for a partial list of such meetings). We support the Governor’s Proposed Project that provides for environmental protections for the Delta, that is part of an overall State effort for a balanced water portfolio, and that takes into account climate change. To quote from the recent Baykeeper Issue Brief on the Delta Tunnels: 'With a portfolio of science-based actions we can stabilize the Delta ecosystem to prevent fish extinctions while permitting sustainable water exports. Signs of hope and solutions include: Reduction in tunnel scope to a single smaller tunnel. Several groups, including the Natural Resources Defense Council and the Public Policy Institute of California, have suggested that a single tunnel could help achieve the reliability and resiliency sought by water contractors while maintaining an engineered limit to diversions that would be less susceptible to over-extraction and abuse." Attachment 1 Pg. 3 of 11 RL14446 Attachment 1 Page 2 of 9 Additionally, to quote Governor: Newsom in his 2019 “State of the State” speech: “That’s why I do support a single tunnel.” “The status quo is not an option.” “We need to protect our water supply from earthquakes and rising sea levels, preserve delta fisheries and meet the needs of cities and farms.” “We have to get past the old binaries, like farmers versus environmentalists, or North versus South. Our approach can’t be ‘either/or.’ It must be ‘yes/and.’” Given that Westlands Water District and certain other agriculture districts have declined to participate in the WaterFix project, we are supportive of a lower-cost, scaled-down, project relative to the previously planned California WaterFix. Other than one tunnel instead of two which is mandatory, we support considering an approach that incorporates the following objectives: a. A reduced intake volume from the original 9,000 cubic feet per second; and b. A reduced number of intakes on the Sacramento River; and c. A project that incorporates and ensures less impacts on fisheries relative to current operations; and d. Allows Valley Water elected officials to be actively involved as leaders in the governance of the Governor’s Proposed Project to ensure the project is implemented appropriately and to prevent any Southern California or big agriculture water grab. Any changes to the Governor’s Proposed Project that diverge from this principle must be brought before the board before any final agreement is announced. Guiding Principle #4 - As water is a human right, we must make investments to make sure our water supply meets future needs at a cost affordable by everyone. Valley Water believes in an "all-of-the-above approach" to water supply. We have significant ongoing investments in water conservation. We are looking seriously at highly purified (drinkable) water, recycled water, storm water capture, rainwater capture, grey water usage, etc. We take into account the importance of local supplies and resiliency. · At the same time, the cost of water is an important consideration to our rate payers and we believe that water is a basic human right. Of the options that produce a significant quantity of supply, our imported supply is the lowest cost per unit source available to Valley Water, and the Governor’s Proposed Project could help stabilize the increasing cost of our overall supply portfolio. The cost of water is a social justice issue; the Governor’s Proposed Project would help keep down the cost of our water supply portfolio and make safe, clean water more affordable. Consistent with this principle, our support of the Governor’s Proposed Project is conditioned on the per acre-foot cost remaining similar to the prior estimates of per acre-foot cost for the California WaterFix, adjusted for the loss of scale inherent in one tunnel. Attachment 1 Pg. 4 of 11 RL14446 Attachment 1 Page 3 of 9 Guiding Principle #5 - Equity and costs are important. Those communities and/or organizations that pay SWP property taxes (funds) and receive on average 85% of their water supply from sources other than Valley Water managed supplies will receive, directly or indirectly and not exceeding the amount of SWP property tax paid as estimated by Valley Water, those funds back in the form of additional, incremental, dedicated, segregated funds exclusively for water conservation programs, potable recycled water, non- potable recycled water (including salinity reductions), options to purchase wastewater, purified water, wastewater treatment plant environmental upgrades, Automatic Meter Infrastructure (AMI) updates, or dedicated environmental focused grants starting in FY 2019 until FY 2024. Upon Valley Water approval of award for a program within the FY 2019-2024 timeframe, the funds shall be reserved for the recipient, including interest earned, to reimburse eligible expenditures through FY 2033. To unlock these additional, incremental, dedicated funds, the communities and organizations will be required to make at least a 20% match of Valley Water’s contribution (with no match required for facilities where Valley Water would have a long-term water supply contract or option for such). If an eligible agency has not gained Valley Water approval for a program by 6/30/2024, the dedicated, segregated funds go back to Valley Water by FY 2026. Guiding Principle #6 - Any final arrangement must provide flexibility to acquire supplemental water by taking advantage of future wet years to ensure residents have a reliable water supply, no matter what extreme weather the changing climate brings. Valley Water supports a participation approach, that would allocate the benefits and costs of the Governor’s Proposed Project to Valley Water in proportion to its current 2.5% level of participation in the State Water Project (“SWP”). Given the uncertainty around Central Valley Project (“CVP”) use of the facilities contemplated under the Governor’s Proposed Project, Valley Water shall acquire an additional increment of SWP water supply benefit enabled by the Governor’s Proposed Project that would offset projected declines in long-term CVP deliveries as well as strongly advocate for moving our current or future CVP supplies through the Governor’s Proposed Project. This objective will lead to our participation in the Governor’s Proposed Project for State Water Project deliveries at a higher percentage level than 2.5%. Additionally, Valley Water shall commit to and/or purchase enough supplies from the Governor’s Proposed Project to replace the projected deficit in current imported water supplies over time, and to ensure against future uncertainty. More specifically, we commit to securing sufficient supplemental water supplies if they become available at a reasonable price to avoid a deficit in our water supply, with potentially additional investments to provide insurance against future uncertainty. To optimize the benefits available through participation in the Governor’s Proposed Project, we will also seek and evaluate additional storage opportunities. If we do not act, given competition for limited water supplies in California, undoubtedly, water made available through improvements in the State Water Project and the Bay-Delta will instead go to Central Valley Agriculture and Southern California. Attachment 1 Pg. 5 of 11 RL14446 Attachment 1 Page 4 of 9 Guiding Principle #7 - Keep negotiating for the best deal for Santa Clara County. Staff shall continue participating in planning discussions with State and federal agencies as well as other prospective Project participants to further define the project, and to develop agreements to secure the conditions needed for Valley Water’s support. Guiding Principle #8 – Public Engagement to be part of the Proposed Project. Stakeholder engagement within the Delta as well as outside the Delta is paramount for the success of the proposed project; therefore public engagement throughout the duration of the project planning, design and construction is necessary by the Delta Conveyance Design and Construction Authority, Delta Conveyance Finance Authority as well as the California Department of Water Resources. Attachment 1 Pg. 6 of 11 RL14446 Attachment 1 Page 5 of 9 APPENDIX A Valley Water Public Meetings Regarding Delta Conveyance Board Agenda Items and Workshops 1. May 10, 2011 - Overview of Delta Issues 2. August 26, 2011 (Board Workshop)- Secretary of California Natural Resources Agency, John Laird, and several representatives of environmental groups discussed the ecosystem restoration goal of the BDCP. 3. October 14, 2011 (Board Workshop) - Deputy Secretary of the California Natural Resources Agency, Gerald Meral, and several general managers of California water agencies discussed the water supply reliability goal of the BDCP. 4. March 28, 2012 (Board Workshop) - Several elected officials and residents of Delta counties discussed the in-Delta perspective on BDCP, along with perspectives from Senior Policy Fellow at the Public Policy Institute of California, Ellen Hanak. 5. May 15, 2012 (Board Agenda Item)- Staff prepared a BDCP update following release of the preliminary administrative draft of the BDCP. 6. August 7, 2012 (Board Agenda Item) - Following the July 25th announcement by the Governor and Obama Administration on key elements of the BDCP proposed project, staff provided an update on the Bay Delta Conservation Plan and results of an opinion survey. 7. February 26, 2013 – (Board Agenda Item) Prior to the release of the second Administrative Draft of the BDCP, staff provided an update on the BDCP and established a Board Ad Hoc Committee to assist the Board with developing policies relating to the District’s engagement in the BDCP. 8. October 11, 2013 (Board Workshop)- Director of California Department of Water Resources, Mark Cowin, Undersecretary of California Department of Food and Agriculture, Sandra Schubert, and Economist David Sunding provided an overview of BDCP in relation to other State planning efforts and discussed the statewide economic impacts and perspective on BDCP. 9. November 8, 2013 (Board Workshop) - California Department of Fish and Wildlife staff and several representatives of environmental and in-Delta interests discussed habitat restoration and conservation in the Delta and the perspectives of in-Delta users 10. November 13, 2013 (Board Workshop) - Director of Department of Fish and Wildlife Chuck Bonham, technical experts in Delta risks, and BDCP project managers discussed Delta risks, the relevance of BDCP to Delta fisheries, and plan components and analysis. Attachment 1 Pg. 7 of 11 RL14446 Attachment 1 Page 6 of 9 11. December 9, 2013 (Board Workshop) - Secretary of California Natural Resources Agency, John Laird and other invited guests provided perspectives on the importance of BDCP to the State, County and economy of Silicon Valley. Staff provided a preliminary analysis of BDCP benefits and costs to Santa Clara County 12. January 27, 2014 (Board Workshop) - Former Director of the San Francisco Public Utilities Commission’s Water System Improvement Program, Julie Labonte, and President and CEO of Hallmark Group Capital Program Management, Chuck Gardner, described implementation of large water supply infrastructure construction projects. 13. May 27, 2014 (Board Agenda Item) - Following the five 2013–2014 District Board Workshops on BDCP, staff provided an update on Bay Delta Conservation Plan, a summary of the workshops, and responses to Board questions raised during and after the workshops 14. July 22, 2014 (Board Agenda Item) - Staff presented draft District comments on the Public Review Draft BDCP and its EIR/EIS and on the draft BDCP Implementing Agreement for Board review for consistency with Board Policy. Staff also presented an update on the BDCP and responses to additional Board questions. 15. September 23, 2014 (Board Agenda Item) - Staff responded to questions and concerns raised by Board Members and the League of Women Voters of California with various aspects of the BDCP 16. January 22, 2015 (Board Workshop) - Staff and a panel of invited guests described the BDCP adaptive management strategy and the current scientific understanding of habitat restoration in general as well as with respect to BDCP restoration actions. 17. May 26, 2015 (Board Agenda Item) - Staff provided an update on the BDCP and described the new approach proposed by the State to separately develop California WaterFix and EcoRestore. 18. October 27, 2015 (Board Agenda Item) - Staff provided an update on the BDCP and the re-circulated draft environmental documents including draft staff comments on the re- circulated documents. 19. January 26, 2016 (Workshop) - A panel of guests provided updated information and resource agency perspectives on the California WaterFix and California EcoRestore. 20. April 15, 2016 (Board Agenda Item) - Staff provided an overview of imported water and current issues 21. July 12, 2016 (Board Agenda Item) - Staff provided an updated business case analysis and a draft District policy statement for the State Water Board hearing on the petition to change the point of diversion for the SWP and CVP 22. September 27, 2016 (Board Agenda Item) - Update on Implementation of the 2012 Water Supply and Infrastructure Master Plan and Development of the 2017 Water Supply Master Plan (WSMP) Attachment 1 Pg. 8 of 11 RL14446 Attachment 1 Page 7 of 9 23. January 31, 2017 (Board Agenda Item) - Update on the 2017 Water Supply Master Plan and Potential Storage Options 24. March 14, 2017 (Board Agenda Item) – Review and confirm proposed Principles related to the Waterfix and receive WaterFix update 25. April 25, 2017 (Board Agenda Item) - Update on the 2017 Water Supply Master Plan and Alternative Water Supply Strategies 26. May 9, 2017(Board Agenda Item) – Updated information on the Delta Stewardship Council’s Delta Plan, the District’s CWF Principles relevant to the Delta Plan amendments 27. May 25, 2017 (Board Workshop) Guests Chuck Gardner, John Bednarski, Pat Pettiette, and Bob Goodfellow provide presentation on cost estimation, risk assessment and management, and cost control for the WaterFix 28. July 11, 2017 (Board Agenda Item) – Update on WaterFix and providing a schedule for future presentations through Fall 2017 29. August 22, 2017 – 1) Analysis of issues facing imported water supply reliability; 2) Update on WaterFix including proposed design and construction management and governance. 30. September 12, 2017 (Board Agenda Item) – California WaterFix water supply analysis, cost and water allocations, and financing. 31. October 17, 2017 (Board Workshop) – Conditional Support for California WaterFix 32. May 2, 2018 (Board Workshop) – Update on California WaterFix, Authorization to Execute Agreements, Designation of District Representative, and Adoption of CEQA Findings. 33. May 8, 2018 (Board Workshop) - Update on California WaterFix, Authorization to Execute Agreements, Designation of District Representative, and Adoption of CEQA Findings (Continued from May 2, 2018) 34. July 6, 2018 - (Board Agenda Item) Update on California WaterFix; Approve and Execute the Delta Conveyance Finance Authority Joint Powers Agreement; and Adopt a Resolution for approval of the Delta Conveyance Finance Authority Joint Powers Agreement. 35. August 14, 2018 (Board Agenda Item) - Update on California WaterFix to Execute agreement between the Department of Water Resources (DWR) and Santa Clara Valley Water District for the advance contribution of money to DWR for preconstruction planning costs for the California WaterFix. 36. January 22, 2019 (Board Agenda Item) – Receive an update on California WaterFix including updates on implementation and governance, regulatory processes, and various agreements. Attachment 1 Pg. 9 of 11 RL14446 Attachment 1 Page 8 of 9 37. August 13, 2019 (Board Agenda Item) -- Update on Delta Conveyance Project and Request for Board Direction on Participation in the Delta Conveyance Project Ad Hoc and Advisory Committee Meetings 1. March 18, 2013 – BDCP – Initial meeting, discuss and define the BDCP Ad Hoc Committee’s purpose and intended outcome 2. April 9, 2013 – BDCP – 1) Review scope and purpose of the Committee; 2) Discuss the Delta Stewardship Council’s Delta Plan; 3) Overview of BDCP, Chapters 104; 4) Discuss the Natural Resource Defense Council’s proposed portfolio-based BDCP alternative 3. April 22, 2013 - BDCP – 1) Overview of BDCP, Chapters 104 (continued from 4/9/13); 2) Overview of BDCP, Chapters 5-7; 3) Discuss the Natural Resource Defense Council’s proposed portfolio-based BDCP alternative (continued from 4/9/13) 4. May 28, 2013 – BDCP – 1) Discussion of BDCP EIR/EIS alternatives; 2) Discussion of Conservation Measure 1 Construction Mgmt Structure; 3) delta Dialogues – Discussion Group; 4) BDCP Schedule and Board Workshops 5. June 25, 2013 – BDCP – 1) Overview and discussion of Chapters 8-10; 2) Discussion of Board member communication and outreach 6. August 22, 2013 – BDCP – 1) Overview of the role of science in Delta planning; 2) Schedule for Bay Delta issues and Board communication 7. October 9, 2013 – BDCP – 1) Overview of the Role of Science in Delta Planning (carryover from August 22, 2013 meeting); 2) Update on BDCP; 3) Schedule and future agendas 8. December 17, 2013 – BDCP – 1) Discuss 2013 Board Workshops on BDCP; 2) Discuss potential 2014 Board items; 3) Discuss next steps for public outreach and engagement 9. January 13, 2014 – BDCP – 1) Discuss 2013 Special Board Workshops on BDCP; 2) Report out by Committee members on BDCP and related issues 10. January 24, 2014 – BDCP - Discuss 2013 Special Board Workshops on BDCP (Continued from 1/13/14); 2) Report out by Committee members on BDCP and related issues 11. June 3, 2014 – BDCP – 1) Updates on the BDCP and BDCP EIR/EIS; 2) Report out by Committee members on BDCP and related issues 12. July 10, 2014 – BDCP - 1) Updates on the BDCP and BDCP EIR/EIS; 2) Report out by Committee members on BDCP and related issues 13. September 9, 2014 – BDCP – 1) Discuss staff responses to Board member questions on the BDCP;2) Discuss staff responses to the BDCP comment letter from the League of Women Voters of CA; 3) Schedule for Board communication on BDCP 14. October 6, 2014 – Agricultural Water Advisory Committee (BDCP Update) Attachment 1 Pg. 10 of 11 RL14446 Attachment 1 Page 9 of 9 15. May 13, 2015 – BDCP – 1) Update on BDCP; 2) Election of Chair and Vice Chair; 3) Report out by Committee members on BDCP and related issues 16. October 5, 2015 – Agricultural Water Advisory Committee (BDCP Update) 17. October 13, 2015 – BDCP – 1) Update on BDCP and the recirculated draft environmental documents; 2) Report out by Committee members on BDCP and related issues 18. November 24, 2015 – BDCP 1) Update on WaterFix Business Case; 2) Report out by Committee members on BDCP and related issues 19. February 22, 2016 – BDCP 1) Update on Waterfix Business Case; 2) Update on the Design Construction Enterprise and related agreements; 3) Draft Policy Statement for State Water Resources Control Board proceedings 20. April 4, 2016 – Agricultural Water Advisory Committee (BDCP Update) 21. June 21, 2016 – BDCP – Update on WaterFix 22. October 3, 2016 – Agricultural Water Advisory Committee - Water Supply Update, including WSMP 23. October 17, 2016 – Environmental & Water Resources Committee - Water Supply Update, including WSMP 24. October 25, 2016 – BDCP – Update on WaterFix, EcoRestore and other Delta planning efforts 25. October 26, 2016 – Santa Clara Valley Water Commission - Water Supply Update, including WSMP 26. November 8, 2016 - BDCP disbanded 27. January 17, 2017 – Joint Board meeting with Open Space Authority - WSMP Update 28. April 12, 2017 – Santa Clara Valley Water Commission - 2017 WSMP Update 29. August 2, 2017 – Agricultural Water Advisory Committee – Update on California WaterFix 30. August 2, 2017 - Joint Water Resources Committee (South County) – Update on WaterFix 31. August 16, 2017 – Environmental & Water Resources Committee – Update on Cal WaterFix 32. August 25, 2017 – Santa Clara Valley Water Commission – Update on Cal WaterFix Attachment 1 Pg. 11 of 11 Water Purification A. I’m here to urge the Water District to build the proposed water reuse plant on what I call the “Measure E” site, 10 acres undedicated from Bixby Park, in the Palo Alto Baylands. B. I’ll give you a short history of the site: 1. Bixby Park is what once was Palo Alto’s dump, or landfill. When the dump closed, the City converted it to a park. 2. About 8 years ago, a group of us in Palo Alto decided we wanted to persuade the City to stop incinerating the sludge from its sewage treatment plant, to instead convert it to compost through anaerobic digestion, and to do so in the city to avoid lengthy transportation. 3. The problem was finding a site, so our group drafted an initiative to undedicate 10 acres of the former dump for that purpose, and the initiative, Measure E, passed. 4. In the meantime, a more practical solution was found for anaerobic digestion, so the site is available for other vital environmental purposes, such as water purification. C. There are two prerequisites: 1. The initiative provides that any use other than anaerobic digestion requires a vote of the people. 2. The initiative reserves the site for 10 years, at the end of which the City Council can rededicate it to the park or use it for any other purpose. That 10-year reservation will be up in two years D. Recommendation. 1. The group that worked to pass Measure E would like very much to have the District locate the water purification facility on the Measure E site, and we are willing to work to get the public to vote approval. 2 To do that, we need you to decide before the 10-year reservation runs out, and I urge you to do so. UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION IX Members of the City Council City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Dear Councilmembers, 75 Hawthorne Street San Francisco, CA 94105-3901 In September 2019, the U.S. Environmental Protection Agency (USEPA) released for public comment a draft National Water Reuse Action Plan (https://www.epa.gov/waterreuse/water- reuse-action-plan#draft). The Plan identifies priority actions and the leadership needed at all levels of government and with all sectors to advance water recycling and make wiser use of scarce water resources. Water reuse is one of the nation's most promisi ng opportunities to support communities and the economy by bolstering safe and reliable water supplies. For several years, USEPA Region 9 has participated in discussions among Bay Area water managers about the need for improved regional integration of wastewater, stormwater, and drinking water management. USEPA Region 9 is pleased to support the proposed water reuse agreement between Palo Alto, Mountain View, and the Santa Clara Valley Water District to advance water reuse programs within Santa Clara County. We are aware that the negotiations to draft this agreement have taken years and recognize your efforts to meaningfully advance water reuse in the county. We appreciate your leadership and believe the ag reement represents an important step towards expanding water reuse and moving towards a widespread regional water reuse system. Expanded water reuse in the county via the proposed partnership agreement could yield environmental benefits by keeping a significant amount of treated wastewater from being discharged to San Francisco Bay. The Lower South San Francisco Bay is relatively shallow and historically saline with limited freshwater inputs. With increased urbanization, freshwater inputs to Lower South San Francisco Bay have created freshwater marsh conditions at the backs of marshes and reduced habitat for endangered species such as the Ridgway's Rail and Salt Marsh Harvest Mouse. Projects that come out of the proposed partnership are expected to decrease these freshwater inputs and restore the more historical salinity regime while providing a more sustainable and reliabl e water supply for Santa Clara County. We fully support this partnership and urge the Council to approve the agreement. Please contact me if I can be of further assistance at smith.davidw@epa.gov or (415) 972-3464. P W David Smith Assistant Director Water Division (WTR-3) Cc: Karin North, Palo Alto Regional Water Quality Control Plant Pri111ed 011 100% Postco11sumer Recycled Paper Process Chlori11e Free. San Francisco Bay Regional Water Quality Control Board November 5, 2019 City Council City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Subject: Partnership to Advance Water Reuse in Santa Clara County Dear Councilmembers: The San Francisco Bay Regional Water Quality Control Board (Water Board) is pleased to support the proposed Partnership between Palo Alto, Mountain View, and the Santa Clara Valley Water District to advance water reuse programs within Santa Clara County. The Water Board strives to preserve, enhance, and restore the quality of the Region’s water resources for the protection of the environment, public health, and all beneficial uses as well as to ensure proper water resource allocation and efficient use, for the benefit of present and future generations. Consequently, the Water Board strongly supports projects that increase the beneficial reuse of highly treated wastewater. The use of recycled water is an important component of a secure and reliable and resilient water supply. This project is an important step towards expanding water reuse and moving towards a regional water reuse system. Expanded water reuse in the county via the proposed Partnership should yield multiple water quality and other environmental benefits. These include smart beneficial reuse of highly treated wastewater rather than discharging it to Lower South San Francisco Bay. This may help avoid further loss of surrounding salt marsh habitat, which supports endangered species such as the Ridgeway Rail and Salt Marsh Harvest Mouse. It would also help reduce further loading of nutrients and other pollutants to the Bay, while reducing reliance on external sources of drinking water. These are obvious win-wins in your and our interests in sustainable and reliable water supply and protection of San Francisco Bay. In closing, the Water Board appreciates the opportunity to support water reuse opportunities, and we will work collaboratively with your and other Partnership staff on the development and permitting of Partnership projects. Sincerely, Thomas Mumley Assistant Executive Officer cc: Karin North, Watershed Protection Manager, Environmental Services, City of Palo City of Palo Alto (ID # 10646) City Council Staff Report Report Type: Action Items Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Approval of Highway 101 Bike Bridge Construction Contracts and County Grant Agreement Title: Approval of a Construction Contract With Granite Construction Company in the Amount of $13,844,921 for the Highway 101 Pedestrian/Bicycle Overpass Project, Capital Improvement Project (PE- 11011); Approval of a Contract With Zoon Engineering in the Amount of $1,704,851 to Provide Construction Management Services); Approval of a Grant Agreement With the County of Santa Clara for Grant Funding; and Approval of a Budget Amendment in the Capital Improvement 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 Construction Contract No. C20174550 with Granite Construction Company in an amount not to exceed $13,844,921 for the Highway 101 Pedestrian/Bicycle Overpass Project (Capital Improvement Program (CIP) Project PE-11011); 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the construction contract with Granite Construction Company for related additional but unforeseen work that may develop during the project, the total value of which shall not exceed $1,384,492; 3. Approve and authorize the City Manager or his designee to execute Contract No. C20175214 with Zoon Engineering (Attachment A) to provide construction management services for the Highway 101 Pedestrian/Bicycle Overpass Project (CIP Project PE-11011) in an amount not to exceed $1,704,851, including $1,549,865 for basic services and $154,986 for additional services; 4. Approve and authorize the City Manager or his designee to execute the Project Grant Agreement with the County of Santa Clara for the provisions of grant funding for the project in the amount of $4 million (Attachment B); and 5. Amend the Fiscal Year 2020 Budget Appropriation for the Capital Improvement Fund by: i. Decreasing the Capital Fund Infrastructure Reserve by $4,200,000; and CITY OF PALO ALTO City of Palo Alto Page 2 ii. Increasing the Highway 101 Pedestrian/Bicycle Overcrossing Project (PE- 11011) appropriation by $4,200,000. Executive Summary The Highway 101 Pedestrian/Bicycle Overpass Project includes construction of a new year- round, grade-separated, shared bicycle and pedestrian crossing over Highway 101 and the Adobe Creek Reach Trail. This project will replace the existing seasonal Benjamin Lefkowitz underpass, generally open for public access six months during the year (April 15 to October 15) due to flooding issues. The project will improve connectivity to the Palo Alto Baylands Nature Preserve, East and West Bayshore Road businesses and the regional San Francisco Bay Trail network. The project objectives are consistent with the Palo Alto Comprehensive Plan and the Palo Alto Bicycle and Pedestrian Transportation Plan. This project has been in the planning and design process since 2010 and is one of the nine 2014 Council Infrastructure Plan projects. The current market conditions resulted in bids substantially higher than the engineer’s estimate, and a budget amendment of $4.2 million is needed to proceed with construction. Background The Highway 101 Pedestrian/Bicycle Overpass Project consists of prefabricated steel trusses over Highway 101 and East and West Bayshore Roads, concrete approach structures, Adobe Creek Reach Trail, and landscaping, lighting, amenities, and signage. In November 2011, Council approved a Feasibility Study identifying the need for a year-round pedestrian and bicycle overcrossing at Highway 101 and Adobe Creek (Staff Report ID # 2074). In June 2012, Council awarded a contract to Alta Planning + Design to develop a preliminary design and conduct an environmental assessment of the Adobe Creek overcrossing (Staff Report ID # 2771). To obtain a wider range of bridge designs incorporating innovative concepts to construct a “landmark” bridge, the City completed a design competition in December 2014. The selected design was not pursued due to constructability issues and significantly high costs. Per Council direction, staff proceeded with a Request for Proposal for design services of a standard bridge in December 2015. On May 23, 2016, Council approved a design contract with Biggs Cardosa Associates, Inc. to provide design and engineering services (Staff Report ID# 6578). The design contract was subsequently amended to provide final design, right-of-way services, and construction support services in December 2017 and June 2019 (Staff Report ID# 8659 and 10339). On November 7, 2016, Council reviewed and approved the bridge type and alignment concepts to continue with the environmental assessment and preliminary design (Staff Report ID# 7209). During preliminary design of the project, staff conducted extensive community outreach, and received design input and approvals from the Parks and Recreation Commission, the Pedestrian and Bicycle Advisory Committee, the Architectural Review Board, the Planning and Transportation Commission, and the Public Arts Commission. On November 27, 2017, Council adopted the Mitigated Negative Declaration (MND) for California Environmental Quality Act (CEQA) and a Park Improvement Ordinance, and approved the Site and Design Review application (Staff Report ID# 8260). City of Palo Alto Page 3 Following completion of the project design in early 2019, the California Department of Transportation (Caltrans) approved the right-of-way certification and encroachment permit in May and June 2019, respectively. Caltrans granted the Authorization to Proceed (E-76) with construction on August 6, 2019. An invitation for bids was issued on August 14, 2019. Discussion Bid Process On August 14, 2019, an Invitation for Bids (IFB) for the Highway 101 Pedestrian/Bicycle Overpass project was posted on the City’s eProcurement system and sent to 8 builder’s exchanges and 60 contractors. The bidding period was 49 calendar days. Bids were received from three (3) qualified contractors on October 2, 2019, as listed in the attached Bid Summary (Attachment C). Summary of Bid Process Bid Name/Number Highway 101 Pedestrian/Bicycle Overcrossing and Adobe Creek Reach Trail Project - IFB #174550 Proposed Length of Project 546 calendar days Number of Bid Packages Downloaded by Builder’s Exchanges 8 Number of Bid Packages Downloaded by Contractors 15 Total Days to Respond to Bid 49 Pre-Bid Meeting? Yes (mandatory meeting) Number of Bids Received: 3 Base Bid Price Range $ 13,844,921 to $ 14,570,357 The apparent low bidder was selected based on the total of the base bid. Bids ranged from $13,844,921 to $14,570,357 and from 28% to 34% above the Engineer’s Estimate. Staff has reviewed all bids submitted and recommends the base bid totaling $13,844,921 submitted by Granite Construction Company be accepted, and Granite Construction Company be declared the lowest responsible bidder. The contingency amount of $1,384,492, which equals ten percent of the total contract, is requested for related, additional, but unforeseen work, which may develop during the project. Due to the contract length, the contract can be viewed here. Staff reviewed other similar projects performed by the lowest responsible bidder, Granite Construction Company, and did not find any significant complaints with their previous work performance. Staff also checked with the Contractor’s State License Board and confirmed that Granite Construction Company has an active license on file. Construction Management Request for Proposal City of Palo Alto Page 4 This project will also require construction management and materials testing services from specialized professionals. On April 11, 2019, the City released a Request for Proposals (RFP - No.175214) for construction management services for the Highway 101 Pedestrian/Bicycle Overpass project. The RFP included project design drawings and specifications. The following table provides a summary of the RFP solicitation process. Solicitation Process Summary Evaluation of Construction Management Firms Proposals A total of 31 vendors downloaded the RFP and three proposals were received. An evaluation committee consisting of Public Works Engineering and Building Development Services staff reviewed the proposals. Two qualified firms that submitted proposals were invited to participate in oral interviews on May 22, 2019. City staff from the Public Works Engineering and Building Development Services, and a representative from Caltrans carefully reviewed each firm's qualifications and submittals. The RFP criteria used to evaluate firms included proposer’s: quality and completeness of proposal; quality, performance and effectiveness of the solutions, goods and/or services; experience, including the experience of staff to be assigned to the project, the engagements of similar scope and complexity; cost; financial condition and stability; ability to perform the work within the time specified; prior record of performance with City or other local, county or state agency; ability to provide future maintenance, repairs parts and/or services; and compliance with applicable laws, regulations, policies (including Council policies), guidelines and orders governing prior or existing contracts performed by the contractor. Proposal Description/Number Highway 101 Pedestrian/Bicycle Overpass Project RFP (# 175214) Proposed Length of Project Approximately 24 months Total Days to Respond to Proposal 33 Pre-proposal Meeting Date April 16, 2019 Number of Company Attendees at Pre- proposal Meeting 9 Number of Proposals Received: 3; one incomplete proposal was deemed non- responsive Company Name Location (City, State) Selected for oral interview? Proposal Amount 1. Zoon Engineering, Inc. Emeryville, CA Yes $1,549,865 2. Swinerton Management and Consulting San Francisco, CA Yes $1,525,562 City of Palo Alto Page 5 The evaluation committee recommended Zoon Engineering, Inc. as the top proposer. Zoon Engineering ranked highest due to their understanding of project goals and needs, experience working on projects with similar scope and complexity, and in-depth knowledge and experience with managing construction of federally funded projects involving bridge construction which is essential for successful project execution and timely completion. County of Santa Clara Grant In November 2012, the County of Santa Clara Board of Supervisors declared its intent to fund $4 million for the Highway 101/Adobe Creek Overcrossing project to mitigate the loss of recreational facilities for campus residents and facility users due to development on the Stanford University campus resulting from approval of a General Use Permit (GUP) in 2000. County and City staff have prepared a project grant agreement between the County and the City for Council approval (Attachment B). Upon Council approval, the agreement will be considered by the County Board for final approval in December 2019. Resource Impact Project Costs Based on the recommendations in this memorandum, the total increased cost of the project is estimated to be $4.4 million, with $4.2 million to be funded from the Infrastructure Reserve (IR) in FY 2020 and $0.2 million estimated to be needed in FY 2021 to complete the project. The Adopted FY 2020 Capital Budget estimated the IR (Capital Improvement Fund ending fund balance) to have $15.4 million at the end of FY 2020. The actions recommended in this memorandum would reduce the IR to $11.2 million at the end of FY 2020. Staff will continue to monitor changes in project estimates in the Capital Improvement Fund in FY 2020 and bring forward more refined funding estimates for this project as part of the FY 2021 budget process. Project Costs Prior Years Actuals FY 2020 Modified Budget* Recommended FY 2020 Adjustment FY 2020 Recommended Budget Subsequent Years Estimated Costs Updated Project Total Design $2,827,560 $658,382 $0 $658,382 $0 $3,485,942 Construction $0 $12,823,404 $4,100,000 $16,923,404 $0 $16,923,404 Salary & Benefits $2,269,392 $120,000 $100,000 $220,000 $200,000 $2,689,392 Total $5,096,952 $13,601,786 $4,200,000 $17,801,786 $200,000 $23,098,738 City of Palo Alto Page 6 *Includes FY2020 Final Reappropriation of $1,693,400, approved by Council on October 21, 2019 (CMR #10658). The table above includes funding for testing, permitting, and administration costs for printing and outreach. The updated total project cost is $23.1 million, and the previous total project budget approved by the City Council as part of the FY 2020 Adopted Capital Budget was $18.7 million ($16.3 million for design and construction, and $2.4 million for staff salaries and benefits). The net increase in the total project cost due to the construction bid, construction management contract, and updated staff salaries and benefits is $4.4 million. Approximately $172,000 is being funded from CIP OS-09001 Off-Road Pathway Resurfacing and Repair to pay for the Adobe Reach Trail Improvements. This funding was approved as part of the FY 2019 budget process. Construction costs are continuing to escalate in California and across the country. To evaluate project costs, staff conducted a third party cost verification and constructability review in October 2017 at the preliminary design level and a value engineering analysis in April 2018 at 65% design level. At that time, the total project cost was anticipated to be $2-3 million higher than the project budget, and the budget was adjusted accordingly in Fiscal Year 2019. The Engineer’s Estimate of probable construction cost of $10.8 million was prepared in early 2019 and was within the Fiscal Year 2019 adjusted budget. The current market conditions and rising construction materials costs (i.e. structural concrete, steel, etc.) have resulted in higher bid prices than the Engineer’s Estimate. Grants from the One Bay Area Grant Program and Google In addition to the $4 million County of Santa Clara grant (Attachment B), the project has received a grant totaling $4.35 million from the One Bay Area Grant (OBAG) Program and Google is contributing $1 million to the project. Total grants and contributions for this project come to $9.35 million. Additional Potential Funding Sources Potential County/Stanford Trails Funds: Stanford and the City submitted a joint $8.5 million grant application in 2012 and Stanford was awarded $4.5 million from the Santa Clara County Recreation Fund established by the County/Stanford Trails Agreement. Stanford relinquished the $4.5 million grant funding to build the Stanford perimeter trail with its own funds. City staff is planning to pursue these funds for the project. Reallocation of funds is subject to Santa Clara County Board of Supervisors approval. Potential Additional Contribution from Google: City staff are in discussion with Google regarding the possiblity of Google contributing City of Palo Alto Page 7 additional grant funding to help address the funding gap due to higher-than-anticipated construction costs. City staff will continue discussions with Google in hopes of securing additional funds for the project. Policy Implications The project is consistent with the City’s Comprehensive Plan goals, policies and programs. The advancement of this project is consistent with City policies and previous Council direction and implements one of Council’s Infrastructure Plan projects. Timeline Following Council approval of the construction contract, staff anticipates completing construction in 18 months. Construction is expected to begin in December 2019 and be completed by May 2021. Environmental Review The Highway 101 Pedestrian/Bicycle Overcrossing Project is funded from local, state and federal sources. 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 and re-validated in February 2019. Attachments: Attachment A: Construction Management Contract Attachment B: Santa Clara County Grant Agreement Attachment C: Bid Summary Professional Services Rev. April 17, 2018 1 CITY OF PALO ALTO CONTRACT NO. C20175214 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ZOON ENGINEERING, INC. This Professional Services Agreement (this “Agreement”) is entered into as of the 4th day of November, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ZOON ENGINEERING, INC., a California corporation, Department of Industrial Relations registration number 1000013707, located at 3960 Adeline Street, # 3 Emeryville, CA 94608 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: A. CITY intends to build the Highway 101 Pedestrian/Bicycle Overpass project (“Project”) and desires to engage a consultant to provide construction management and materials testing and inspection 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”, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A- 1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E •----- Attachment A Professional Services Rev. April 17, 2018 2 all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2021 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”, entitled “SCHEDULE OF PERFORMANCE”. 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” (also referred to herein as the “Basic Services”), and any reimbursable expenses specified in Exhibit “C”, entitled “COMPENSATION”, shall not exceed One Million Five Hundred Forty Nine Thousand Eight Hundred Sixty Five Dollars ($1,549,865). CONSULTANT agrees to complete all Basic Services, including any specified reimbursable expenses, within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services, Additional Services and any specified reimbursable expenses shall not exceed One Million Seven Hundred Four Thousand Eight Hundred Fifty One Dollars ($1,704,851). The applicable schedule of rates is set out at Exhibit “C”. 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, if applicable, 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 email all invoices to the City’s Project Manager at pweinvoices@CityofPaloAlto.org. The City will generally process and pay invoices within thirty (30) days of receipt. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 3 SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors/subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the City Manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the City Manager will be void. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 4 SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: 1. Park Engineering Inc.: 372 Village Square, Orinda, CA 94563, DIR Registration # 1000013759 2. Alta Vista Solutions: 3260 Blume Drive, Suite 500, Richmond, CA 94086, DIR Registration # 1000039755 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 of subconsultants. 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 designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Saeed Shahmirzai as the Resident Engineer/Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and Nabil Hissen as the project Principal to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the CONSULTANT’s Project Manager, project Principal, or any other key CONSULTANT personnel for any reason, the appointment of a substitute Project Manager 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 CONSULTANT 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 Megha Bansal, Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone:650-329-2693, email: Megha.Bansal@CityofPaloAlto.org . The CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate CITY 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 DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E • Attachment A Professional Services Rev. April 17, 2018 5 representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, including without limitation California Civil Code 2728.8, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party 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”) to the extent that such Claims 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. In no event shall the cost to defend and/or indemnify charged to the Consultant hereunder exceed the Consultant’s proportionate percentage of fault, in accordance with California Civil Code section 2782.8. However, notwithstanding the previous sentence, in the event one or more defendants in any such Claim is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other such party or parties regarding unpaid defense costs, in accordance with California Civil Code section 2782.8. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E • Attachment A Professional Services Rev. April 17, 2018 6 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", entitled “INSURANCE REQUIREMENTS”. 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 DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 7 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, 25 and 27. 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 executing 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. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 8 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in 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. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 9 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. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E”, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E • Attachment A Professional Services Rev. April 17, 2018 10 SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California without regard to conflict of law provisions. 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 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 authorized representatives of the parties and approved as required under 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 is void or unenforceable, the unaffected provisions of this Agreement 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 referred to herein are, by such reference, incorporated into this Agreement in full and deemed 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 (if any), the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with CONSULTANT any 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. The provisions DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 11 of this paragraph shall survive the termination or expiration of this Agreement. 27.10 CONSULTANT understands and agrees that, in connection with this Agreement, the CONSULTANT may have access to proprietary and/or confidential information which may be owned or controlled by the CITY, the disclosure of which to third parties may be damaging to the CITY, its employees or customers/residents. CONSULTANT also understands and agrees that the disclosure of such information may violate state and/or federal law and may subject the CONSULTANT to civil liability. Consequently, CONSULTANT agrees that all information disclosed by the CITY to the CONSULTANT shall only be used in the performance of this Agreement, unless disclosure is required by law or court order. CONSULTANT shall exercise the same standard of care to protect such information as is used to protect its own proprietary and/or confidential information and in no case less than a reasonable standard of care. If selected in Section 28 (“Exhibits”), this Agreement is subject to the terms and conditions of the Information Privacy Policy exhibit and the Vendor Cybersecurity Terms and Conditions exhibit. The provisions of this paragraph shall survive the termination or expiration of this Agreement. 27.11 All unchecked boxes do not apply to this Agreement. 27.12 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. 27.13 This Agreement may be signed in multiple counterparts, which, when executed by all the parties, shall together constitute a single binding agreement. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 12 CONTRACT No. C20175214 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement effective as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager (Required on contracts over $85,000) APPROVED AS TO FORM: __________________________ City Attorney or designee (Required on Contracts over $25,000) ZOON ENGINEERING, INC. Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: 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: 481F5482-2992-4E80-8F75-8E35FD74782E Saeed Shahmirzai Secretary Nabil H Hissen CEO G DocuSigned by: ('Ji,.1,il ~ ~iSSUA, 5CACB5983DCF493 Attachment A Professional Services Rev. April 17, 2018 13 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT (also referred to in this Scope of Services as “Zoon Engineering”) shall provide the Services detailed in this Exhibit “A”. This scope of services that CONSULTANT will perform includes construction management, contract administration, and materials testing and inspection services for the Highway 101 Pedestrian/Bicycle Overpass Project. All work shall be performed, and work products prepared, in a format and manner customarily anticipated by the California Department of Transportation (Caltrans). Project construction will be completed in accordance with the Local Assistance Procedures Manual (LAPM), Caltrans Construction Manual, Caltrans Standard Plans and Specifications, Caltrans Standard Details, Project Plans and Specifications, and Project Special Provisions of the construction contract for the Project. All project services and deliverables are to adhere to current Caltrans mandated requirements for project construction of improvements on the freeway/Interstate system and City of Palo Alto requirements. These requirements include adherence to design standards, regulations, policies and procedures for all work on the freeway/Interstate system within State right-of-way at the time of project construction advertisement. The work will comply with current Caltrans Construction Manual mandated requirements for all work on the Interstate system and City of Palo Alto requirements, as applicable. Zoon Engineering (CONSULTANT) shall provide a Resident Engineer (RE), registered in California as a Professional Engineer (PE), to perform a wide range of services outlined in this scope of work, and shall maintain a daily presence on the project site whenever contractor construction activities are taking place. Zoon Engineering shall also coordinate source inspection and field and laboratory testing services. CONSULTANT shall complete the following tasks: Task 1: Pre-Construction Phase Services 1. Coordinate, prepare and submit all applicable submittals to Caltrans in compliance with the LAPM and Caltrans Construction Manual and all permitting requirements. 2. Conduct pre-bid conference. 3. Conduct pre-construction conferences. The pre-construction conference may include representatives from City departments, Caltrans, Santa Clara Valley Water District (SCVWD), other key public and private stakeholders, design team, and City contractor. 4. Coordinate and facilitate all project meetings. 5. Prepare agendas and minutes for all project meetings. 6. Coordinate as needed with Caltrans, SCVWD, City staff, utility companies, City contractors, and adjacent public and private property owners. 7. Assist in developing a public outreach program. Zoon will prepare the outreach plan and information prior to the start of the Construction and in advance of any major DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 14 construction activities, which may have an impact on the surrounding community such as night work and road closures for City’s review, approval and distribution. 8. Issue project status updates via a monthly newsletter, webpage, as needed. 9. Coordinate construction signage as needed, including detours of cyclists/pedestrians Task 2: Construction Phase Services 2.1: Project Management 1. Coordinate between Contractor and City, Caltrans, design team, and other public and private stakeholders as necessary. 2. Communication with Contractor, City staff and other stakeholders. 3. Coordinate with businesses and residents near the project site as necessary. 4. Monitor compliance with all applicable permitting requirements including local, state and federal standards. 5. Monitor costs and track work progress, invoices and payments 6. Monitor contractor’s CPM (Critical Path Method) schedule submittals 7. Coordinate shop drawings review with the City and design engineer. City’s design engineer will review key structural elements shop drawings/submittals and structural calculations. Zoon Engineering RE shall review general submittals/shop drawings including, but not limited to: a. Source inspection of prefabricated elements (such as Adobe Creek POC Principal Span and Adobe Creek Bridge Prefabricated Steel Superstructure) b. Welding Procedure Specification (WPS) for all welding c. Concrete formwork and placement plans d. Falsework shop drawings and camber strips e. Bar reinforcing steel shop drawings f. Bridge concrete placement plans g. Concrete Placement Logs h. Inspection Pipe and Reinforcing Cage Coupler Log i. Concrete Placement Logs j. Slurry Test Records k. Methacrylate Public Safety Plans (as Required) l. Methacrylate Airborne Emissions Monitoring (as Required) m. Product Data and Certificates of Compliance n. Manufacturer’s Test Reports o. Warranties p. Utility Protection Plans 8. Coordinate Value Engineering Change Proposal (VECP) review and approval 9. Coordinate construction contractor’s water pollution control program and Storm Water Pollution Prevention Plan review and approval by the City and Caltrans 10. Perform daily construction inspection 11. Provide document control and record management a. Prepare and submit monthly construction progress report. At a minimum, the report shall contain: work accomplished during the previous month and work planned the following month, updated schedule, contractor work progress and completion percentage in a summary form and graphs, issues, problem areas, DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 15 and proposed corrective actions, inspections and survey reporting shall indicate whether the work has or has not performed in conformance with the approved Contract Documents, outstanding issues with deadline-to-resolve by date. 12. Process Contractor payment request for City’s review and approval. 2.2: Project Administration 1. Review Contract Documents at 100% completion 2. Participate in meeting conferences 3. Coordinate site meetings with the Contractor and City staff and consultant 4. Prepare and distribute meeting agenda and minutes. 5. Review working days, contract time and document time extensions. Reference is made to LAPM Exhibit 16-A, “Weekly Statement of Working Days” 6. Maintain daily inspector reporting system that records labor hours worked and equipment. The format and level of detail should satisfy Caltrans requirements. 7. Enforce Labor Compliance by preparing Daily Reports and Work Records with required information, monitoring prevailing wage rates, check Certified Payrolls against “Work Records” and conduct labor surveys and interviews in accordance with Caltrans requirements. 8. Ensure contractor adherence to Equal Employment Opportunity (EEO) policy 9. Maintain photographic/video records 10. Monitor construction schedules 11. Track subcontractor’s work. Obtain written request from the contractor prior to substituting a subcontractor. 12. Review compliance with Contract Documents. 13. Review and ensure Contractor’s weekly submittal of certified payroll, labor compliance, DBE participation and subcontractor utilization. 14. Review required posters and wage rates are displayed at the project site. 15. Monitor environmental compliance with all regulatory permits and mitigation measures. 16. Coordinate review of Contractor’s submittals. 17. Coordinate responses to Contractor’s request for information (RFI) and either provide information from Contract Documents upon City approval back to the Contractor or route request to City for resolution by Design Engineer. 18. Review Contractor’s progress payments a. Progress payment review within five (5) days of receipt. b. Review backup documentation, percent complete, resolve any discrepancies. c. Make recommendations to the City for payment of the payment requests. d. Check source documents for each contract item paid and make sure invoices for federal reimbursement match payments to the contractor. 19. Communicate with Contractor regarding acceptability of work. 20. Monitor and document the Contractor’s work for any deviations in scope, schedule, or performance 21. Coordinate the preparation of record drawings (As-Builts) with the Contractor and Design Engineer 22. Implement and manage Source Inspection Quality Management Plan (SIQMP) 23. Provide schedule support including: DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 16 a. Review contractor’s baseline submittal b. Review contractor’s monthly update submittal c. Coordinate the development of work around and schedule mitigation plans d. Coordinate the development of a combined Express Lanes corridor schedule e. Report on various contract progress within Express Lanes corridor and identify areas of concerns 2.3: Project Change Order Monitoring and Processing 1. Review and evaluate contract change order requests 2. Negotiate and recommend contract change orders to the City and Caltrans. 3. Investigate and inspect site conditions that differ from those described in the Contract Documents. 4. Review submittals in support of claims and disputes, and provide recommendations for resolution. 5. Prepare independent estimates of the value of the additional work 6. Process change orders and coordinate response with City’s Representative and design consultants 7. Coordinate contract change order approval by City. 8. Analyze Contractor claims and determine merit and adverse impacts if any 9. Process claims according to the contract documents 2.4: Field Inspection and Testing 2.4 A Field Inspection Services 1. Perform field inspection and other quality control activities including necessary materials testing or special inspections. 2. Review and inspect Contractor’s work, including general observation of all elements of the construction, including but not limited to CIDH pile construction, Falsework plan check, Falsework installation and removal, utility relocation, traffic control, structural steel installations, reinforcing steel installation, concrete pours for pile, columns, soffits and decks to ensure conformance with the Contract Documents. 3. Monitor corrective actions taken for work not in compliance with Contract Documents. 4. Provide and submit field inspection diaries. 5. Maintain monthly pay quantity records per contract pay item 6. Tabulate progress quantities and associated payments 7. Maintain digital photos of work in progress 8. Review and approve Contractor’s survey layouts 9. Obtain approval for traffic control plans and associated updates from the City and Caltrans 10. Coordinate lane closures with Caltrans and local agencies; administer and track the project COZEEP program per the Caltrans Construction Manual 11. Ensure compliance with contract’s detour, lane closure and staging plans 12. Coordinate construction contractor’s water pollution control program and Storm Water Pollution Prevention Plan review and approval by the City and Caltrans. 13. Monitor Contractor workplace and public safety activities DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 17 2.4 B Materials Testing Services 1. Perform materials sampling and testing and special inspections 2. Provide material testing services as required per the project special provisions, QAP, and Chapter 6 of the Caltrans Construction Manual and Caltrans Material Testing Manuals 3. Provide source inspection and material approval documentation for all source inspection. 4. Interface with Caltrans Materials Engineering and Testing Services (METS). 5. Report all testing results and summaries in accordance with Caltrans LAPM, and City standards. 2.4 C Source Inspection Services 1. Provide Source Inspection Quality Management Plan (SIQMP) and obtain approval from Caltrans to implement the SIQMP. 2. Perform steel inspections for steel structures and bridges. 3. Provide quality assurance for structural steel including: a. Material identification b. Procedure Qualification Record (PQR) c. Welding witnessing d. Traceability and nondestructive testing e. Coating application f. Non-conformance reviews g. Facility audits h. Testing of bolts and expansion joints. 4. Provide quality assurance for weathering steel including: a. Code enforcement b. Review and approve procedure qualifications records c. Monitor and record pre-heat temperatures to verify compliance with contract requirements 5. Provide risk assessment to determine the level of source inspection needed 6. Verify that adequate off-site quality control is in place 7. Perform verification sampling and testing of representative materials 8. Perform necessary in-person verification inspections 9. Perform nondestructive testing where needed. 10. Provide protocol for documentation and “tagging” of materials between suppliers and for final delivery to the jobsite. 2.5: Allowance for Additional Testing 1. Provide for re-testing of materials and work that failed inspections. 2.6: Public Outreach 1. Issue project status updates via a monthly newsletter, webpage or other appropriate community notification method. Task 3: Post-Construction Services 3.1: Substantial and Final Completion 1. Provide site inspection to determine compliance with Contract Documents. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 18 2. Prepare punch-list of deficient work and corrective actions. 3. Finalize all contract bid items payment, change orders, and resolution of claims. 4. Recommend to City as to release of payments and retention to Contractor. 5. Review contractor’s record drawings, Operations and Maintenance manuals and warranties for completeness and accuracy. 6. Provide final Environmental mitigation report. 7. Prepare the necessary project closeout documentation to meet federal and state requirements and the Contract Documents. 8. Set-up and coordinate contractor-provided training of City staff as required by the Contract Documents for items such as irrigation controllers, electrical items and traffic signals. 3.2: Record Compilation and Coordination 1. Prepare and submit a complete set of organized construction contract documentation. 2. Prepare final construction project report per LAPM. 3. Establishing a record file organized and maintained in a manner that permits inspection by the local agency, Caltrans and FHWA, per LAPM. 4. Obtaining warranty and lien release information from Contractor. 5. File Notice of Completion. 6. Resolve any warranty issues. Return to the site at month 10 of the 12 month warranty period and review operating conditions with City staff in order to identify any outstanding issues related to the project. 7. Deliver final project files for contract administration. ASSUMPTIONS 1. Hourly rates include all overhead, fringe, and profit unless otherwise noted in Exhibit “C”. 2. No allowance for overtime or double shifts has been made. Overtime hours and additional shifts, if necessary, to be determined with specific approval from City as provided for in this Agreement if any such shifts would exceed the relevant not-to- exceed compensation provided in this Agreement. 3. Equipment, supplies, and incidental costs included in labor rates unless otherwise noted in Exhibit “C”. 4. Estimate is based on a 18-month construction duration. 5. Escalation for work beyond the term of this Agreement is not accounted for. 6. A field office for consultant’s use will be provided by City. 7. [RESERVED BY AGREEMENT OF THE PARTIES.] 8. No work beyond the hours included in the cost proposal to be performed unless specifically approved by the City as provided for in this Agreement. 9. Submittal Reviews cost estimate assumes original and one revision for each submittal (Shop Drawings, WQCP, etc). 10. Pre-Fabrication Meetings and PQR Witnessing cost estimate assumes one revision and two week of welder qualification welding and PQR testing. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 19 11. Source Inspection of Structural Steel Fabrication (Adobe Creek POE) cost estimate assumes 6 months inspections in the shop for the primary structural steel members at 21 days per month. 12. Source Inspection of Other Materials (HS Bolts, Hoops, etc) cost estimate includes inspection and travel and cost for inspection of HS bolts, anchor bolts, hoops, and ST-30 modified bridge railing. 13. Field Inspections by Alta Vista cost estimate assumes one (1) week of as-needed support in the field. 14. SIQMP Compliance, Audit and Closeout Documentation cost estimate includes preparation of monthly SMR Reports, audits & responses, and project closeout. 15. Structure Concrete Mix Design Review cost estimate assumes two mix design submittal and reviews per METS. 16. Structural Backfill sampling and testing cost estimate assumes backfill operations for 3 days a week over 6 weeks with compactions at subgrade, and two lifts of aggregate base material. 17. Portland Cement Concrete sampling and testing cost estimate assumes two trial batch, plus mix renewal with approximately 28 days’ worth of concrete pours over an estimated 3 months of structural pours. 18. Estimated costs for sampling and testing of Structural Backfill and Portland Cement Concrete outlined in Items 16 and 17 above, include an allowance for retesting within the time assumptions outlined. It is further assumed that the contractor will be back charged for retesting costs as permitted by the Contract Specifications. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 20 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Milestones Completion No. of Weeks From NTP 1. Task 1: Pre-Construction Phase Services 104 2. Task 2: Construction Phase Services 104 3. Task 3: Post-Construction Phase Services 104 DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 21 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rates set forth in the budget schedule below up to the not to exceed budget amount for each task set forth 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 that the total compensation for Basic Services (defined in Section 4), including any specified reimbursable expenses, and the total compensation for Additional Services, if any, do not exceed the amounts set forth in Section 4 of this Agreement. The budget schedule table follows on the next page. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 22 BUDGET SCHEDULE NOT TO EXCEED AMOUNT Scope Labor Categories (e.g., Consultant, Sr. Consultant, etc.) Est. Hours Hourly Rate Extended Rate Not-to Exceed Task 1: Pre-Construction Phase Services Resident Engineer 60 $ 198.63 $ 11,917.89 Structure Rep. (subcontractor Park Engineering) 60 $ 178.19 $ 10,691.47 Field Engineer (Structures) (Park Engineering) 30 $ 132.15 $ 3,964.45 Field Engineer (Roadway) 30 $ 143.84 $ 4,315.10 Office Engineer 60 $ 79.95 $ 4,797.29 TOTAL NOT TO EXCEED, TASK 1 $ 35,686.19 Task 2: Construction Phase Services Resident Engineer 1800 $ 198.63 $ 357,536.59 Structure Rep. (Park Engineering) 900 $ 178.19 $ 160,372.04 Field Engineer (Structures) (Park Engineering) 900 $ 132.15 $ 118,933.36 Field Engineer (Roadway) 1800 $ 143.84 $ 258,905.81 Office Engineer 720 $ 79.95 $ 57,567.50 Materials Testing Allowance (subcontractor Alta Vista*) Labor* Reimbursable expenses, materials testing laboratory $ 95,761.00 $ 34,239.00 Source Inspection Allowance (Alta Vista*) Labor* Reimbursable expenses, travel & Other Direct Costs $ 330,061.00 $ 39,939.00 Summary, reimbursable expenses (above): $74,178.00 Consisting of: Materials testing laboratory $ 34,239.00 (Alta Vista) Travel & Other Direct Costs $ 39,939.00 (Alta Vista) TOTAL NOT TO EXCEED, TASK 2 $ 1,453,315.30 Task 3: Post- Construction Services Resident Engineer 100 $ 198.63 $ 19,863.14 Structure Rep. (Park Engineering) 60 $ 178.19 $ 10,691.47 Field Engineer (Structures) (Park Engineering) 60 $ 132.15 $ 7,928.89 Field Engineer (Roadway) 100 $ 143.84 $ 14,383.66 Office Engineer 100 $ 79.95 $ 7,995.49 TOTAL NOT TO EXCEED, TASK 3 $ 60,862.65 TOTAL NOT TO EXCEED (TASKS 1 – 3) $ 1,549,864.14 Additional Services (per Section 4 of this Agreement) not to exceed $ 154,986.00 Maximum Total Compensation not to exceed $ 1,704,850.14 *Alta Vista labor rates per hour: Materials Engineer $175 Assistant Materials Engineer $145 Dispatch (Admin Clerk) $88 Roadway Material Tech $120 Admin $88 Project Manager $235 Senior Materials Engineer $195 Technical Expert $300 Senior Insp./NDT Level II $200 NDT Level III $200 AWS CWI Inspector $125 ASNT NDT II Senior Insp. $145 DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 23 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, telecommunications, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at cost. A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses shall be accompanied by appropriate backup documentation and information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s Project Manager. A breakdown of reimbursable expenses follows in the table commencing on the next page. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 24 Breakdown of Reimbursable Expenses Materials Testing Laboratory Expenses Classification Each Breakdown Coarse Aggregate Testing Los Angeles Rattler CTM 211 4 Assumed two mix designs each with mix renewal, specifications require LA Rattler Testing prior to mix approval Cleanness Value CTM 227 16 Assumed 16 QA inspections of plant operations (coarse agg.) based on specification testing every 300 cu.yds or each day, whichever is greater over an estimated 3 months. Sieve Analysis CTM 202 16 Specific Gravity and Absorption CTM 206 4 Assumed two mix designs each with mix renewal, specifications require specific gravity testing prior to mix approval Fine Aggregate Testing Organic Impurities CTM 213 4 Assumed two mix designs each with mix renewal, specifications requires LA Rattler Testing prior to mix approval Durability CTM 229 16 Assumed 16 QA inspections of plant operations (fine agg.) based on specification testing of aggregate every 300 cu.yds or each day whichever is greater over an estimated 3 months of structural pours. Assumption of 16 pour operations over a 3 month period Sand Equivalent CTM 217 16 Sieve Analysis CTM 202 16 Specific Gravity and Absorption CTM 207 4 Assumed two mix designs each with mix renewal, specifications require specific gravity testing prior to mix approval Coarse and Fine Aggregate Sodium Sulfate Soundness CTM 214 4 Assumed two mix designs each with mix renewal, each specifications requires soundness testing of aggregate prior to mix approval Sieve Analysis CTM 202 16 Assumed 16 QA inspections of combined aggregate testing during plant operations, specifications require testing QA testing every 300 cu.yds or each day whichever is greater. Assumptions of 16 pour operations over an estimated 3 months. Laboratory Concrete Testing Compressive Strength of Cylinders (CTM 521) 28 Assumed 2 cylinders per break day at 7 and 28 days over an estimated 7 pour days. Cylinder testing to represent 300 cu.yds or each day of operations whichever is greater. Verification of Source/Production Sieve Analysis CTM 202 16 Assumed 16 QA inspections structural backfill material, specifications require testing 1 every 3,000 tons or 2,000 cu.yds. Lab testing SE CTM 217 16 Assumed 16 QA inspections structural backfill material, specifications require testing 1 every 3,000 tons or 2,000 cu.yds. Relative Compaction CTM 216 20 Assumed compaction testing of backfill operations at 3 days a week over 6 weeks with 2 additional retests with each compaction test not representing over 2,000 sq.yds. Materials Testing Lab. ~ Subtotal Not to Exceed $ 34,239.00 (Table continued on the next page.) DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 25 Breakdown of Reimbursable Expenses (Continued) Travel & Other Direct Costs (ODC) Expenses Classification Each Breakdown PQR Witnessing Travel - Air 2 Assume 2 trips for travel of PQR testing, each trip no longer than a week to witness welding and testing of PQR Travel - Lodging 10 Lodging of PQR testing, 2 trips no longer than a week each for a total of 10 days Travel - Per Diem 10 Per diem costs assumed for 10 days based on above travel needs Steel Fabrication (Adobe Creek POE) Travel - Air 2 Two trips to witness fabrication of Adobe Creek POE over an estimated 36 weeks Travel - Lodging 180 Assumed continuous lodging for 25-26 weeks of fabrication at an estimated 180 days total Travel - Per Diem 180 Per diem costs for estimated 180 days based on above travel needs. Source Inspection of Other Materials Travel - Air 6 Assumed 6 inspections for various materials including HS Bolts, Hoops, Misc Steel, handrails, etc. Travel - Lodging 18 Assumed trips are 3 days each over 6 assumed trips totaling 18 days of lodging Travel - Per Diem 18 Per diem costs for estimated 18 days of source inspection for various materials Travel - Rental Car 18 Estimated rental car cost per day over assumed 18 days of source inspection based on above needs Travel & ODC ~ Subtotal Not to Exceed $ 39,939.00 Reimbursable Expenses ~ Total Not to Exceed: $ 74,178.00 ADDITIONAL SERVICES The CONSULTANT shall provide Additional Services (defined in Section 4) 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 proposed scope of services, schedule of performance, and maximum compensation, including any reimbursable expenses, for such services based on the rates set forth in this Exhibit C. 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 such services. Payment for and performance of Additional Services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 26 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 27 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: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A Professional Services Rev. April 17, 2018 28 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. CITY requests CONSULTANT 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 CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E • Attachment A Professional Services Rev. April 17, 2018 29 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. Inform the project manager of the location of CONSULTANT’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. DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E Attachment A SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCEDAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 06/12/2019 Brick Insurance Agency 2975 Treat Blvd., Suite #D-2 Concord CA 94518 Olga Brick (925) 687-6262 (925) 687-6263 brickins@pacbell.net Zoon Engineering, Inc 2727 Lariat Ln Walnut Creek CA 94596 TRAVELERS PROP CAS CO OF AMERICA 25674 TRAVELERS PROP CAS CO OF AMERICA 25674 TRAVELERS 1ST CHOICE 31194 A 680 6H128204-19 01/03/2019 01/03/2020 2,000,000 1,000,000 5,000 2,000,000 4,000,000 4,000,000 A BA 4K075342-19 01/03/2019 01/03/2020 1,000,000 A CUP-3006X790-19 01/03/2019 01/03/2020 5,000,000 B N UB-0N723799-19 01/03/2019 01/03/2020 1,000,000 1,000,000 1,000,000 C Professional Liability 106427000 01/03/2019 01/03/2020 2 Mill Ea Claim 2 Mill Aggregate If required by written contractual agreement, City of Palo Alto, its council members, officers, agents, and employees shall be additionally insured as per provisions of attached endorsements CGD 381 09 15 and CA T4 20 02 15. City of Palo Alto 250 Hamilton Avenue Palo Alto CA 94301 DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E ACORD® I ~ I X ~ • [X] ~ ~ P9 • • ~ ~ x X X X H I I XI I I • ~~ ~~a:=:::, Attachment A DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and b. If, and only to the extent that, the injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the "written contract requiring insurance" applies, or in connection with premises owned by or rented to you. The person or organization does not qualify as an additional insured: c. With respect to the independent acts or omissions of such person or organization; or d. For "bodily injury", "property damage" or "personal injury" for which such person or organization has assumed liability in a contract or agreement. The insurance provided to such additional insured is limited as follows: e. This insurance does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another endorsement to this Coverage Part. f. This insurance does not apply to the rendering of or failure to render any "professional services". g. In the event that the Limits of Insurance of the Coverage Part shown in the Declarations exceed the limits of liability required by the "written contract requiring insurance", the insurance provided to the additional insured shall be limited to the limits of liability required by that "written contract requiring insurance". This endorsement does not increase the limits of insurance described in Section Ill - Limits Of Insurance. h. This insurance does not apply to "bodily injury" or "property damage" caused by "your work" and included in the "products- completed operations hazard" unless the "written contract requiring insurance" specifically requires you to provide such coverage for that additional insured, and then the insurance provided to the additional insured applies only to such "bodily injury" or "property damage" that occurs before the end of the period of time for which the "written contract requiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. 2. The following is added to Paragraph 4.a. of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: The insurance provided to the additional insured is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured for a loss we cover. However, if you specifically agree in the "written contract requiring insurance" that this insurance provided to the additional insured under this Coverage Part must apply on a primary basis or a primary and non-contributory basis, this insurance is primary to other insurance available to the additional insured which covers that person or organizations as a named insured for such loss, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have signed that "written contract requiring insurance". But this insurance provided to the additional insured still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization is an additional insured under any other insurance. CG DJ 81 0915 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Attachment A DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E COMMERCIAL GENERAL LIABILITY 3. The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -COMMERCIAL GENERAL LIABILITY CONDITIONS: We waive any right of recovery we may have against any person or organization because of payments we make for "bodily injury", "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, done under a "written contract requiring insurance" with that person or organization. We waive this right only where you have agreed to do so as part of the "written contract requiring insurance" with such person or organization signed by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense is committed. 4. The following definition is added to the DEFINITIONS Section: "Written contract requiring insurance" means that part of any written contract under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs and the "personal injury" is caused by an offense committed: a. After you have signed that written contract; b. While that part of the written contract is in effect; and c. Before the end of the policy period. Page 2 of 2 © 2015 The Travelers Indemnity Company. All rights reserved. CG DJ 81 0915 Includes the copyrighted material of Insurance Services Office, Inc., with its permission Attachment A DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTO COVERAGE PLUS ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM GENERAL DESCRIPTION OF COVERAGE -This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. BLANKET ADDITIONAL INSURED B. EMPLOYEE HIRED AUTO C. EMPLOYEES AS INSURED D. SUPPLEMENTARY PAYMENTS -INCREASED LIMITS E. TRAILERS -INCREASED LOAD CAPACITY F. HIRED AUTO PHYSICAL DAMAGE G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT A. BLANKET ADDITIONAL INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period, to be named as an addi- tional insured is an "insured" for Covered Autos Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. B. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COV- ERED AUTOS LIABILITY COVERAGE: An "employee" of yours is an "insured" while operating a covered "auto" hired or rented under a contract or agreement in an "em- ployee's" name, with your permission, while H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT I. WAIVER OF DEDUCTIBLE -GLASS J. PERSONAL PROPERTY K. AIRBAGS L. AUTO LOAN LEASE GAP M. BLANKET WAIVER OF SUBROGATION performing duties related to the conduct of your business. 2. The following replaces Paragraph b. in B.5., Other Insurance, of SECTION IV -BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow; and (2) Any covered "auto" hired or rented by your "employee" under a contract in an "employee's" name, with your permission, while performing duties related to the conduct of your busi- ness. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". C. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who Is An Insured, of SECTION II -COVERED AUTOS LIABILITY COVERAGE: CA T4 20 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Attachment A DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E COMMERCIAL AUTO Any "employee" of yours is an "insured" while us- ing a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. SUPPLEMENTARY PAYMENTS INCREASED LIMITS 1. The following replaces Paragraph A.2.a.(2) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (2) Up to $3,000 for cost of bail bonds (in- cluding bonds for related traffic law viola- tions) required because of an "accident" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.a.(4) of SECTION II -COVERED AUTOS LIABILITY COVERAGE: (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. E. TRAILERS -INCREASED LOAD CAPACITY The following replaces Paragraph C.1. of SEC- TION I -COVERED AUTOS: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. F. HIRED AUTO PHYSICAL DAMAGE The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Hired Auto Physical Damage Coverage If hired "autos" are covered "autos" for Covered Autos Liability Coverage but not covered "autos" for Physical Damage Coverage, and this policy also provides Physical Damage Coverage for an owned "auto", then the Physical Damage Cover- age is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" to any one "auto" that you hire, rent or borrow is the lesser of: (a) $50,000; (b) The actual cash value of the damaged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in determining actual cash value in the event of a total "loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". G. PHYSICAL DAMAGE -TRANSPORTATION EXPENSES -INCREASED LIMIT The following replaces the first sentence in Para- graph A.4.a., Transportation Expenses, of SECTION Ill -PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. H. AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT -INCREASED LIMIT Paragraph C.1.b. of SECTION Ill -PHYSICAL DAMAGE COVERAGE is deleted. I. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. J. PERSONAL PROPERTY The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Personal Property Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal property which is: (1) Owned by an "insured"; and (2) In or on your covered "auto". This coverage only applies in the event of a total theft of your covered "auto". No deductibles apply to Personal Property cover- age. Page 2 of 3 © 2015 The Travelers Indemnity Company. All rights reserved. CA T4 20 0215 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Attachment A DocuSign Envelope ID: 481F5482-2992-4E80-8F75-8E35FD74782E K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION Ill PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "loss" to one or more airbags in a covered "auto" you own that in- flate due to a cause other than a cause of "loss" set forth in Paragraphs A.1.b. and A.1.c., but only: a. If that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered under any war- ranty; and c. The airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L. AUTO LOAN LEASE GAP The following is added to Paragraph A.4., Cover- age Extensions, of SECTION Ill -PHYSICAL DAMAGE COVERAGE: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and COMMERCIAL AUTO (2) Any: (a) Overdue lease or loan payments at the time of the "loss"; (b) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; (c) Security deposits not returned by the les- sor; (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV -BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract exe- cuted prior to any "accident" or "loss", pro- vided that the "accident" or "loss" arises out of the operations contemplated by such con- tract. The waiver applies only to the person or organization designated in such contract. CA T4 20 0215 © 2015 The Travelers Indemnity Company. All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Attachment A Page 1 of 16 PROJECT AGREEMENT TO ADDRESS ALTERNATIVE MITIGATION RESULTING FROM THE LOSS OF RECREATIONAL OPPORTUNITIES DUE TO DEVELOPMENT RESULTING FROM STANFORD UNIVERSITY’S 2000 GENERAL USE PERMIT for The Highway 101 Pedestrian/Bicycle Overcrossing Project by and between the County of Santa Clara and the City of Palo Alto This Project Agreement to Address Alternative Mitigation Resulting from the Loss of Recreational Opportunities Due to Development Resulting from Stanford University’s 2000 General Use Permit (this “Project Agreement”) is made and entered into between the COUNTY OF SANTA CLARA, a political subdivision of the State of California (hereinafter referred to as the “County”), and the CITY OF PALO ALTO, a California chartered city and municipal corporation, (hereinafter referred to as the “Project Applicant” or “City”). RECITALS WHEREAS, the Project Applicant submitted an application to the County for funding for the Highway 101 Pedestrian/Bicycle Overcrossing Project, (hereinafter referred to as “Project”), which Project is described in the attached Scope of Work (Exhibit 1); WHEREAS, the County Board of Supervisors, on November 20, 2012, reviewed the merits of the Project Applicant’s proposal and found that the Project will mitigate the significant environmental impacts on the availability of recreational facilities caused by the development authorized under the Stanford University 2000 General Use Permit (GUP); WHEREAS, the County Board of Supervisors intends to provide grant funding for the Project (the “Grant”) to the Project Applicant, as detailed in this Project Agreement; WHEREAS, the Project Applicant completed an Initial Study and Mitigated Negative Declaration (collectively, “MND”) for the Project pursuant to the California Environmental Quality Act (“CEQA”) and circulated the MND for public review from September 1, 2017 to October 2, 2017; WHEREAS, the Project Applicant’s City Council adopted the MND, including the Mitigation, Monitoring and Reporting Program for the Project on November 27, 2017; Attachment B Page 2 of 16 WHEREAS, the Project Applicant obtained an Encroachment Permit from the State of California Department of Transportation to construct the project improvements within the State Highway 101 right-of-way in the City of Palo Alto on June 11, 2019; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein, the County and Project Applicant agree as follows: SECTION I. PROJECT APPLICANT RESPONSIBILITIES 1. Project Applicant, at Project Applicant’s sole cost and expense (with the exception of the Grant provided by County pursuant to this Project Agreement and any funding provided to Project Applicant by other entities), will perform or cause to be performed in the attached Scope of Work, and the Project Applicant shall act as promptly as practicable and without unreasonable delay with respect to such matters in relation to the Project. In performing the Project, the Project Applicant will: a. Prepare all environmental documents and take all other actions required for approval and completion of the Project pursuant to the California Environmental Quality Act and any rules and/or regulations promulgated thereunder. b. Secure all approvals by government agencies required for completion of the Project. c. Publicly acknowledge the Grant by providing a plaque permanently affixed to the Project, or on a prominent location on the Project site, visible to the public. The acknowledgement credit shall read: “Project made possible in part by funding from the County of Santa Clara.” Project Applicant will obtain County review and approval of the plaque/sign with regard to the County acknowledgement credit prior to manufacture and installation. County understands and agrees that County is not the sole funder of this Project and that such plaque may also include reference to other funders of the Project. d. Publicly acknowledge the Grant by giving credit to the County in Project- related materials generated, contributed to or published by Project Applicant for publicity or promotional purposes, including newsletters, brochures, and Project Applicant’s internet website(s). Notwithstanding the foregoing, County understands and agrees that Project Applicant is a public entity in its own right, required by California law to conduct its business in compliance with California public meeting and public records laws, and that not every publication that is generated, contributed to or published by Project Applicant regarding the Project may reference the Grant by County, and that Project Applicant will exercise its reasonable discretion in determining whether any Project-related materials that it Attachment B Page 3 of 16 generates, contributes to or publishes is for publicity or promotional purposes. e. Submit a Project progress report to the County no later than November 1 and May 1 of each year, until the Project is completed and reimbursement received. f. Provide any requested documentation about the Project to the County for the County’s information before construction work begins in order to assist the County’s determination that the Project is consistent with the purposes of mitigating the adverse effect on recreational opportunities for existing or new development approved by the 2000 Stanford University General Use Permit. Notwithstanding the foregoing, County understands and agrees that the Project will be a public work owned by the Project Applicant, and that, except as expressly provided in this Project Agreement, the County shall not have any approval or denial right with regard to the Project, in whole or in part, including without limitation the Project’s construction work or the methods, means or timing by which the Project is carried out. g. Expend Project Applicant’s Cash Contribution toward the Project as identified in the Itemized Project Budget (Exhibit 2). h. Make a presentation at a regularly scheduled Board meeting discussing the completed Project within three (3) months of Project completion. 2. Capital Contributions by Parties to Project. a. Project Applicant will expend the Grant exclusively for third party expenses arising from services, permits, fees, labor, materials and equipment required for the attached Scope of Work (“Eligible Costs”), and consistent with the attached Itemized Project Budget for completion of the Project. No contribution made by the County shall be used for Project Applicant’s internal salary or administrative expenses, including office overhead or expenses. b. Project Applicant shall demonstrate expenditure of Project Applicant’s Cash Contribution funds toward the Project identified in the attached Itemized Project Budget (Exhibit 2) prior to reimbursement through the Grant. Any additional funds (in addition to the Grant) needed to complete the Project known at the time of the signing of this Project Agreement are identified in the attached Itemized Project Budget. c. County recognizes that the Project Budget identified in the attached Itemized Project Budget is an estimate and may include a contingency. To the extent Eligible Costs vary from this budget: Attachment B Page 4 of 16 i. Project budget savings shall inure to the benefit of the County only, subject to any third party funding requirement that the third party share in project savings; and ii. Costs between Project elements may be adjusted to reflect actual costs, however material changes (even if there is minor or no change in cost) that would necessitate County funding of a non- mitigation element that the Project Applicant was financing with other funds will not be reimbursed by the County. Project Applicant is solely responsible for expenditures that may exceed the Grant amount. 3. Prevailing Wages The Project is a public work within the meaning of Labor Code Section 1720, to which the provisions of Labor Code Section 1771 et seq. apply. The Project Applicant will comply with all of the applicable provisions of the Labor Code, including, but not limited to, payment or cause payment to be made, or prevailing wages. The Project Applicant will include prevailing wage requirements in all agreements with third parties for work or services needed to complete the Project, in compliance with applicable Labor Code requirements. SECTION II. OPERATION, MAINTENANCE, AND PUBLIC ACCESS 1. Operation and Maintenance Upon completion of the Project, the Project Applicant will open the Project to the public, and operate and maintain the Project for the benefit of the public. Ongoing maintenance is solely the responsibility of the Project Applicant. 2. Public Access The Project Applicant shall provide for continual use of the Project to the public except to the extent required by necessary maintenance, repairs, improvements and/or exigent circumstances, or to the extent Project Applicant determines is necessary in the exercise of its reasonable discretion as a California charter city or is required by municipal, state or federal laws or regulations, or orders of other governmental entities with jurisdiction over the Project, such as, and without limitation, the California Department of Transportation (Caltrans). Any Project closures shall temporary and limited to the time reasonably required to resolve the situation necessitating the closure. // // Attachment B Page 5 of 16 SECTION III. COMPENSATION/REIMBURSEMENT 1. Reimbursement (Grant) Amount The County will reimburse the Project Applicant the maximum Grant amount of four million dollars ($4,000,000) for Eligible Costs. County’s obligation to pay is expressly conditioned upon the Project Applicant’s demonstrated compliance with all of the conditions of this Project Agreement. 2. Invoice Requirements Project Applicant shall provide County a detailed, itemized invoice requesting reimbursement of Eligible Costs containing information noted below. No advances will be made. If a submitted reimbursement request is not complete, the County will return the reimbursement request with deficiencies noted. The County, in its sole discretion, may pay the part of the reimbursement request that is complete, or decline payment until the reimbursement request is complete. All reimbursement requests shall include the following information: a. A letter itemizing Eligible Costs being claimed for reimbursement. Itemizations shall clearly show the relationship between the Eligible Cost and the matters listed in the attached Itemized Project Budget. b. Clear copies of invoices that are for the Project and addressed to the Project Applicant. c. Evidence that all invoices have been paid. For example, a clear copy of the front side of the check or warrant issued to pay said invoices, or a receipt evidencing such payment. Account statements will not be accepted. d. Evidence that Project Applicant’s Cash Contribution identified in the recitals was provided and expended. e. A report on the status of the Project, which shall include construction inspection reports. Project Applicant may submit requests for reimbursement any time that it has claimable expenditures exceeding a minimum of $1,000. However, Project Applicant shall send the County reimbursement requests on a quarterly basis when it has claimable expenditures during that quarter that exceed $1,000. The quarterly submittal dates are January 1, April 1, July 1, and October 1. Requests for final payment of the County contribution (Grant) shall include: (1) At least six (6) different photos of the Project; and Attachment B Page 6 of 16 (2) Demonstration of compliance with the acknowledgement required under Section I, item 1(c) (a photograph of the installed sign will suffice); and (3) A statement of how each one of the conditions noted in Section I, item (g) have been met. If the reimbursement request is satisfactory, the County will provide payment to the Project Applicant within 30 days. The County shall have received Project Applicant’s requests for reimbursement within the Term of this Project Agreement set forth in Section V or any written extension thereof. Upon expiration of the Term of this Project Agreement, the Grant will revert to the County for reprogramming unless the Project Applicant has requested an extension to the Term of the Project Agreement at least 30 days prior to expiration of the Term of the Project Agreement and the Board of Supervisors has approved the extension. It is the Project Applicant’s responsibility to keep track of the expiration of the Term of this Project Agreement and to ensure that the Project is completed and reimbursements submitted in advance of the Project Agreement’s expiration date. 3. Project Records, County Audit and Inspection Project Applicant shall maintain Project records (including paper and electronic media, as appropriate) showing compliance with all aspects of this Project Agreement for three (3) years after completion of the Project or until all claims are settled, whichever occurs last. All Project records shall be available to County within five (5) working days of County’s reasonable notice. If the County determines that the Project Applicant used the Grant for ineligible costs, or that other material terms of the Project Agreement were breached, County may take any authorized actions under this Project Agreement and require the Project Applicant to repay the Grant, with interest at the rate earned on the County’s investments, and the cost of the audit. In addition to an audit of Project records, County staff shall have reasonable access to the Project during business hours any time during construction (except as may be required in relation to safety concerns at the City’s sole and reasonable discretion), and, following completion of the Project, during business hours following reasonable notice by County. County personnel will follow any required safety protocols during construction. SECTION IV. INDEMNIFICATION AND INSURANCE Project Applicant shall agree to the indemnification requirements set forth in the attached Exhibit 4—Insurance Requirements for Grant Agreement. During the construction phase, the Project Applicant, at its sole cost and expense, shall provide the insurance set forth in the attached Exhibit 4—Insurance Requirements for Grant Agreement. Per Exhibit 3 — Current Certificate of Insurance, Project Applicant shall attach its insurance certificate to all three copies of Project Agreement when submitting its signed Agreement to the County for execution. Attachment B Page 7 of 16 SECTION V. TERM OF PROJECT AGREEMENT/EXTENSIONS 1. Term This Project Agreement shall become effective upon the last date of its full execution by the parties and shall remain effective for five years or until completion of the Project (defined as the filing by the City with the County of a Notice of Completion for the Project) and reimbursement by the County, whichever occurs first (the “Term”). 2. Extension The Board of Supervisors may approve an extension of the Term of this Project Agreement. To allow sufficient time for processing the request, the Project Applicant shall make a written request for the extension at least 30 days prior to the expiration of the Term of the Project Agreement. Any extension shall be executed in accordance with subdivision 1 (“Complete Agreement; Amendment”) of Section VIII (“Miscellaneous”) of this Project Agreement. SECTION VI. PROJECT APPLICANT AUTHORIZED SIGNATURE(S) The City Manager has been authorized to execute this Project Agreement on behalf of the Project Applicant. SECTION VII. NOTICES Any notices provided pursuant to this Project Agreement shall be sent by regular mail to the respective parties addressed as follows: COUNTY OF SANTA CLARA: Sylvia M. Gallegos Deputy County Executive County of Santa Clara Office of the County Executive Eleventh Floor – East Wing 70 West Hedding Street San Jose, California 95110 CITY OF PALO ALTO: Brad Eggleston Director of Public Works City of Palo Alto 250 Hamilton Avenue, 6th Floor Palo Alto, CA 94301 // Attachment B Page 8 of 16 SECTION VIII. MISCELLANEOUS 1. Complete Agreement; Amendment This Project Agreement, including attachments incorporated under subsection 2 (Exhibits) below, constitutes the complete agreement between the parties and supersedes all prior written and oral understandings. No modifications or amendments of this Agreement will be binding on either party unless executed in writing by the authorized representatives of the parties and approved as required under applicable law. 2. Exhibits The exhibits listed below are substantive portions of this Project Agreement and are hereby attached to and incorporated into this Project Agreement by this reference as though fully set forth herein: Exhibit 1 – Scope of Work Exhibit 2 – Itemized Project Budget Exhibit 3 – Current Certificate of Insurance Exhibit 4 – Insurance Requirements for Grant Agreement 3. No Real Property Interest The parties expressly understand and agree that this Project Agreement does not in any way whatsoever grant or convey any permanent easement, fee or any other interest in a party’s real property to the other party. 4. Incorporation of Recitals. The recitals set forth at the top of this Project Agreement are hereby incorporated into this Project Agreement in full by this reference as though fully set forth herein. 5. Non-Waiver of Rights The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter. 6. Severability Should the application of any provision of this Project Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Project Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed Attachment B Page 9 of 16 without further action by the parties to the extent necessary to make such provision valid and enforceable. 7. Contract Execution Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term “electronic copy of a signed contract” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term “electronically signed contract” means a contract that is executed by applying an electronic signature using technology approved by the County. SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the duly authorized representative of each party hereto has executed this Agreement, effective as of the last date of execution shown below. COUNTY OF SANTA CLARA S. Joseph Simitian, President Board of Supervisors Date: Signed and certified that a copy of this document has been delivered by electronic or other means to the President, Board of Supervisors. Attest: Megan Doyle, Clerk of the Board Date: APPROVED AS TO FORM AND LEGALITY: Lizanne Reynolds Deputy County Counsel CITY OF PALO ALTO Ed Shikada, City Manager Date: APPROVED AS TO FORM: MOLLY S. STUMP CITY ATTORNEY By: Cassie Coleman, Assistant City Attorney Attachment B Page 10 of 16 Exhibit 1 SCOPE OF WORK GENERAL PROJECT DESCRIPTION ITEMIZED SCOPE OF WORK BEING FUNDED BY GRANT The Project Applicant shall: Complete the Highway 101 Bicycle/Pedestrian Overcrossing Project that includes engineering, design, permitting and construction of a new, year-round, grade-separated, shared bicycle and pedestrian crossing over Highway 101 and Adobe Creek, and the Adobe Creek Reach Trail. The project will improve connectivity to the Palo Alto Baylands Nature Preserve, East and West Bayshore Road neighborhoods and businesses, and the regional San Francisco Bay Trail network. All work will be performed to meet the terms of the Agreement and any conditions noted therein. Phase Task Project Applicant (and Other Non-County) Sources County Grant Funds Total Budget 1. Preliminary Design and Environmental Assessment (complete) Preliminary Design Environmental review and assessment Public outreach Stakeholders coordination $2,300,000 $0 $2,300,000 2. Final Design and Permitting (complete) Final design and construction documents Permitting and coordination, right-of- way certification, and encroachment permit $1,100,000 $0 $1,100,000 3. Bidding and Construction Administration (planned) Bidding and construction administration $2,000,000 $0 $2,000,000 4. Construction (planned) Construction of bridge, related improvements (see Exhibit 2 for additional detail) $7,000,000 $4,000,000 $11,000,000 Total Project Budget $12,400,000 $4,000,000 $16,400,000 Attachment B Page 11 of 16 Exhibit 2 ITEMIZED PROJECT BUDGET CORRESPONDING WITH THE SCOPE OF WORK WORK TO BE PERFORMED PROJECT APPLICANT (AND OTHER NON- COUNTY SOURCE) CASH CONTRIBUTION COUNTY GRANT TOTAL 1. Preliminary Design and Environmental Assessment (complete) $2,300,000 $0 $2,300,000 2. Final Design and Permitting (complete) $1,100,000 $0 $1,100,000 3. Bidding and Construction Administration (planned) $2,000,000 $0 $2,000,000 4. Construction: Construction of the bridge structure including pedestrian overcrossing, approach structures, retaining walls, Adobe Creek Bridge at Adobe and Barron creeks confluence, and associated structural, architectural, and civil, electrical, lighting, landscaping, and other miscellaneous construction improvements (planned) $7,000,000 $4,000,000 $11,000,000 TOTAL PROJECT AMOUNTS $12,400,000 $4,000,000 $16,400,000 Attachment B Page 12 of 16 Exhibit 3 CURRENT CERTIFICATE OF INSURANCE The Project Applicant shall provide evidence of meeting the insurance requirements as shown in the County’s Insurance Requirements for Grant Agreement (Exhibit 4) attached. The Project Applicant shall attach insurance certificate to all three copies of Project Agreement when submitting their signed Agreement to the County for execution. 615292 Attachment B Page 13 of 16 Exhibit 4 INSURANCE REQUIREMENTS FOR GRANT AGREEMENT Indemnity To the fullest extent allowed by law, the Project Applicant shall indemnify, defend, and hold harmless the County of Santa Clara (hereinafter “County”), its officers, agents and employees from any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by Project Applicant and/or its agents, employees or sub-Grantees, excepting only loss, injury or damage caused by the sole or active negligence or willful misconduct of personnel employed by the County or authorized agents of the County. It is the intent of the parties to this Agreement to provide the broadest possible coverage for the County. The Grantee shall reimburse the County for all costs, reasonable attorneys’ fees, expenses and liabilities incurred with respect to any litigation in which the Project Applicant is obligated to indemnify, defend and hold harmless the County under this Agreement. Insurance Without limiting the Project Applicant's indemnification of the County, the Project Applicant shall provide and maintain at its own expense, during the term of this Agreement, or as may be further required herein, the following insurance coverages and provisions: A. Evidence of Coverage Prior to commencement of this Agreement, the Project Applicant shall provide a Certificate of Insurance certifying that coverage as required herein has been obtained. Individual endorsements executed by the insurance carrier shall accompany the certificate. In addition, a certified copy of the policy or policies shall be provided by the Project Applicant upon request. This verification of coverage shall be sent to the requesting County department, unless otherwise directed. The Project Applicant shall not receive the Grant Award under the Agreement until it has obtained all insurance required and such insurance has been approved by the County. This approval of insurance shall neither relieve nor decrease the liability of the Project Applicant. B. Qualifying Insurers All coverages, except surety, shall be issued by companies which hold a current policy holder's alphabetic and financial size category rating of not less than A- V, according to the current Best's Key Rating Guide or a company of equal financial stability that is approved by the County's Insurance Manager. Attachment B Page 14 of 16 C. Notice of Cancellation All coverage as required herein shall not be canceled or changed so as to no longer meet the specified County insurance requirements without 30 days' prior written notice of such cancellation or change being delivered to the County of Santa Clara or their designated agent. D. Insurance Required 1. Commercial General Liability Insurance - for bodily injury (including death) and property damage which provides limits as follows: a. Each occurrence - $1,000,000 b. General aggregate - $2,000,000 c. Products/Completed Operations aggregate - $2,000,000 d. Personal Injury - $1,000,000 2. General liability coverage shall include: a. Premises and Operations b. Products/Completed c. Personal Injury liability d. Severability of interest 3. General liability coverage shall include the following endorsement, a copy of which shall be provided to the County: Additional Insured Endorsement, which shall read: “County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively, as additional insureds.” Insurance afforded by the additional insured endorsement shall apply as primary insurance, and other insurance maintained by the County of Santa Clara, its officers, agents, and employees shall be excess only and not Attachment B Page 15 of 16 contributing with insurance provided under this policy. Public Entities may also be added to the additional insured endorsement as applicable and the Project Applicant shall be notified by the contracting department of these requirements. 4. Automobile Liability Insurance For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired vehicles. 4a. Aircraft/Watercraft Liability Insurance (Required if Project Applicant or any of its agents or subcontractors will operate aircraft or watercraft in the scope of the Agreement) For bodily injury (including death) and property damage which provides total limits of not less than one million dollars ($1,000,000) combined single limit per occurrence applicable to all owned, non-owned and hired aircraft/watercraft. 5. Workers' Compensation and Employer's Liability Insurance a. Statutory California Workers' Compensation coverage including broad form all-states coverage. b. Employer's Liability coverage for not less than one million dollars ($1,000,000) per occurrence. E. Special Provisions The following provisions shall apply to this Agreement: 1. The foregoing requirements as to the types and limits of insurance coverage to be maintained by the Project Applicant and any approval of said insurance by the County or its insurance consultant(s) are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Project Applicant pursuant to this Agreement, including but not limited to the provisions concerning indemnification. 2. The County acknowledges that some insurance requirements contained in this Agreement may be fulfilled by self-insurance on the part of the Project Attachment B Page 16 of 16 Applicant. However, this shall not in any way limit liabilities assumed by the Project Applicant under this Agreement. Any self-insurance shall be approved in writing by the County upon satisfactory evidence of financial capacity. Project Applicant’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance programs or self- insurance retentions. 3. Should any of the work under this Agreement be sublet, the Project Applicant shall require each of its subcontractors of any tier to carry the aforementioned coverages, or Project Applicant may insure subcontractors under its own policies. 4. The County reserves the right to withhold payments to the Project Applicant in the event of material noncompliance with the insurance requirements outlined above. 616826 Attachment B A c1rv OF WPALO ALTO September 10, 2019 Sylvia M. Gallegos, Deputy County Executive County of Santa Clara Office of the County Executive Eleventh Floor -East Wing 70 West Hedding Street San Jose, California 95110 Risk Management and Safety TEL: {650} 329.2294 FAX: {650} 329-2396 RE: Highway 101 Pedestrian/Bicycle Overcrossing Project by and between the County of Santa Clara and the City of Palo Alto Dear Ms. Gallegos, The City of Palo Alto is self-insured for liability exposure, including equitable and contractual indemnity under the terms of the proposed agreement, up to $1 million. Excess insurance is provided by the Authority of California Cities Excess Liability (ACCEL). Attached is certificate of insurance in accordance with the Agreement between the City of Palo Alto and the County of Santa Clara for the Highway 101 Pedestrian/Bicycle Overcrossing Project. The City of Palo Alto is self-insured for Workers Compensation (as recognized by the Director of Industrial Relations, Certificate #7102) and such insurance is afforded to all employees of the City of Palo Alto included in the agreement. Should you have any questions or concerns, please feel free to contact me. Si~~ Sandra Blanch Assistant Director, HR and Risk Management cc: Megha Bansal Attachment B ISSUE DATE (MM/DD/YYYY) 09/04/2019CERTIFICATE OF COVERAGE CSAC Excess Insurance Authority THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITITUE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER C/O ALLIANT INSURANCE SERVICES, INC. PO BOX 6450 NEWPORT BEACH, CA 92658-6450 PHONE (949) 756-0271 / FAX (619) 699-0901 Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE AND POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS AND POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUMS AND POLICIES. CO LTR TYPE OF COVERAGE MEMORANDUM/ POLICY NUMBER COVERAGE EFFECTIVE DATE (MM/DD/YYYY) COVERAGE EXPIRATION DATE (MM/DD/YYYY)LIABILITY LIMITS Cancellation AUTHORIZED REPRESENTATIVE CSAC EXCESS INSURANCE AUTHORITY Member: Certificate Holder COVERAGE AFFORDED BY: COVERAGE AFFORDED BY: COVERAGE AFFORDED BY: COVERAGE AFFORDED BY: A - See attached schedule of insurers B C D AS RESPECTS EVIDENCE OF COVERAGE FOR AGREEMENT BETWEEN CITY OF PALO ALTO AND SANTA CLARA COUNTY FOR THE HIGHWAY 101 PEDESTRIAN/BICYCLE OVERCROSSING PROJECT. AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) CITY OF PALO ALTO ATTN: SANDRA BLANCH, RISK MANAGER 250 HAMILTON AVE. PALO ALTO, CA 94303 SANTA CLARA COUNTY OFFICE OF THE COUNTY EXECUTIVE ELEVENTH FL - EAST WING 70 W HEDDING ST SAN JOSE, CA 95110 LICENSE #0C36861 07/01/2019 07/01/2020 WORKERS' COMPENSATION: WC-3026 CERTIFICATE NO. $750,000 Retention Retention Description of Operations/Locations/Vehicles/Special Items: LIMITS APPLY PER OCCURRENCE FOR ALL PROGRAM MEMBERS COMBINED. SANTA CLARA COUNTY A IMPORTANT: If the certificate holder is requesting a WAIVER OF SUBROGATION, the Memorandums of Coverage must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). EXCESS WORKERS’ COMPENSATION & EMPLOYER’S LIABILITY Difference between Statutory and Member's Difference between $5,000,000 and Member’s SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGE/POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE/POLICIES PROVISIONS. See attached Schedule of Insurers for policy numbers EMPLOYERS' LIABILITY: ACCEL09 AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) CITY OF PALO ALTO I I ~:/~ Attachment B CSAC EXCESS INSURANCE AUTHORITY EXCESS WORKERS' COMPENSATION PROGRAM AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) CITY OF PALO ALTO CSAC Excess Insurance Authority PROVIDER MEMORANDUM / POLICY NUMBER LIMIT EIA PE 19 EWC-04 EW7-64N-444785-019Liberty Insurance Corporation Workers’ Compensation: $50,000,000 (Difference between $50,000,000 and the individual member’s retention) Employers’ Liability: (Difference between $5,000,000 and the individual member’s retention) each accident/each employee for disease $5,000,000 each accident/each employee for disease Statutory each accident/each employee for disease excess of $50,000,000 2019/2020 SCHEDULE OF INSURERS Attachment B CERTIFICATE OF COVERAGE PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF EVIDENCE ONLY AND CONFERES NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM(S) OF COVERAGE BELOW. THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGE PROVIDER, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: IF THE CERTIFICATE HOLDER IS AN ADDITIONAL COVERED PARTY, THE MEMORANDUM OF COVERAGE MUST BE ENDORSED. A STATEMENT ON THIS CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S). IMPORTANT: IF SUBROGATION IS WAIVED, SUBJECT TO THE TERMS AND CONDITIONS OF THE MEMORANDUM(S) OF COVERAGE AN ENDORSEMENT MAY BE REQUIRED. A STATEMENT ON THE CERTIFICATE DOES NOT CONFER RIGHTS TO THE CERTIFICATE HOLDER IN LIEU OF SUCH ENDORSEMENT(S). NAMED COVERED PARTY PROGRAM AFFORDING COVERAGE A: B: C: COVERAGES THIS IS TO CERTIFY THAT THE COVERAGE IS AFFORDED TO THE ABOVE NAMED MEMBER, AS PROVIDED BY THE MEMORANDUM(S) OF COVERAGE, FOR THE PERIOD SHOWN BELOW, NOT WITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE PROGRAM DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH MEMORANDUM(S) OF COVERAGE. THE FOLOWING COVERAGE IS IN EFFECT. JPALTR TYPE OF COVERAGE MEMORANDUM NUMBER COVERAGE EFFECTIVEDATE (MM/DD/YY)COVERAGE EXPIRATIONDATE (MM/DD/YY)LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY FIRE DAMAGE (Any one fire) $ CLAIMS MADE OCCUR MED EXPENSE (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN’L AGGREGATE LIMIT APPLIES PER:PRODUCTS-COMP/OP AGG $ MEMOR-ANDUM PROJECT LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea accident) $ ANY AUTO $ ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS WORKERS’ COMPENSATION ANDEMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE/OFFICER/MEMBER EXCLUDED? IF YES, DESCRIBED UNDER SPECIAL PROVISION BELOW WCSTATUTORYLIMITS OTHER E.L. EACH ACCIDENT $ E.L. DISEASE – EA EMPLOYEE $ E.L. DISEASE – POLICY LIMIT $ OTHER OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL/PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUM(S) OF COVERAGE BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUM(S) OF COVERAGE PROVISIONS. AUTHORIZED REPRESENTATIVE DATE (MM/DD/YYYY) 9/3/2019 Alliant Insurance Services, Inc.100 Pine Street, 11th floorSan Francisco CA 94111 ACCEL - City of Palo Alto250 Hamilton AvenuePalo Alto CA 94301 ACCEL A Public Entity Liability ACC1920PAL171 7/1/2019 7/1/2020 $1,000,000$1,000,000 Per OccS.I.R. If required by written contract with the Named Covered Party, County of Santa Clara, and members of the Board of Supervisors of the County of SantaClara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties asrespects the Highway 101 Pedestrian/Bicycle Overcrossing Project. Auto Liability is included. Subject to policy terms, conditions and exclusions. County of Santa Clara Office of the County ExecutiveEleventh Floor - East Wing70 West Hedding StreetSan Jose CA 95110 I --D • - n n n -----u LJ Attachment B A Joint Powers Authority ACCEL Authority for California Cities Excess Liability c/o Alliant Insurance Services Corporation Insurance License No. 0C36861 100 Pine Street, 11th Floor, San Francisco, CA 94111 www.accelpool.org AUTHORITY FOR CALIFORNIA CITIES EXCESS LIABILITY (ACCEL) A JOINT POWERS AUTHORITY EXCESS LIABILITY COVERAGE ADDITIONAL COVERED PARTY ENDORSEMENT It is understood and agreed that in accordance with Section III. WHO IS A COVERED PARTY paragraph D. that the following person or organization named below is included as an additional covered party for Bodily Injury and Property Damage, but only with respect to facilities or personal property owned by such person or organization and used by the Member Agency or for liability arising out of operations performed by or on behalf of the Member Agency for such person or organization so designated. Additional Covered Party Limit of Liability Description of Activity or Location of Facilities Used County of Santa Clara Office of the County Executive $ 1,000,000 If required by written contract with the Named Covered Party, County of Santa Clara, and members of the Board of Supervisors of the County of Santa Clara, and the officers, agents, and employees of the County of Santa Clara, individually and collectively are covered as Additional Covered Parties as respects the Highway 101 Pedestrian/Bicycle Overcrossing Project. Auto Liability is included. Subject to policy terms, conditions and exclusions. Notwithstanding any requirement, term or condition of any contract or agreement to which this coverage may apply, the coverage afforded an additional covered party shall be subject to all the terms, exclusions and conditions of this Memorandum of Excess Liability Coverage (07/19) as otherwise applicable. This endorsement is part of the Memorandum of Excess Liability Coverage (07/19) and is effective on the date shown below. All other terms and conditions remain unchanged. Policy Period: July 1, 2019 to July 1, 2020 Member Agency: City of Palo Alto Endorsement No.: 1920-PAL-028 Issued to: County of Santa Clara Office of the County Executive Eleventh Floor - East Wing 70 West Hedding Street San Jose, CA 95110 Date Issued: September 3, 2019 Authorized Representative for ACCEL Alliant Insurance Services, Inc. Attachment B BID SUMMARY HIGHWAY 101 PEDESTRIAN/BICYCLE OVERPASS PROJECT (PE‐11011) FEDERAL PROJECT NO. CML‐5100(027) Project Locator: 04‐SCL‐101‐50.7 Agency: City of Palo Alto IFB Issuance Date: 08/14/2019 IFB Due Date: 10/02/2019 Location: Santa Clara County, Palo Alto BASE BID BID ITEM DESCRIPTION, WITH UNIT PRICE IN WORDS UNIT APPROX. QTY. UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT 1 TEMPORARY FENCE (TYPE ESA)LF 663 6.50$ 4,309.50$ 10.00$ 6,630.00$ 5.00$ 3,315.00$ 8.00$ 5,304.00$ 2 NOISE MONITORING LS 1 5,000.00$ 5,000.00$ 10,000.00$ 10,000.00$ 1,500.00$ 1,500.00$ 15,000.00$ 15,000.00$ 3 STRUCTURE EXCAVATION (APPROACH STRUCTURE)CY 106 75.00$ 7,950.00$ 300.00$ 31,800.00$ 200.00$ 21,200.00$ 175.00$ 18,550.00$ 4 STRUCTURE EXCAVATION (BRIDGE)CY 412 110.00$ 45,320.00$ 300.00$ 123,600.00$ 583.00$ 240,196.00$ 300.00$ 123,600.00$ 5 STRUCTURE EXCAVATION (RETAINING WALL)CY 91 75.00$ 6,825.00$ 300.00$ 27,300.00$ 180.00$ 16,380.00$ 400.00$ 36,400.00$ 6 STRUCTURE EXCAVATION (TYPE Y‐1) (ADL)CY 285 50.00$ 14,250.00$ 200.00$ 57,000.00$ 200.00$ 57,000.00$ 385.00$ 109,725.00$ 7 STRUCTURE BACKFILL (APPROACH STRUCTURE)CY 120 60.00$ 7,200.00$ 250.00$ 30,000.00$ 200.00$ 24,000.00$ 100.00$ 12,000.00$ 8 STRUCTURE BACKFILL (BRIDGE)CY 348 110.00$ 38,280.00$ 250.00$ 87,000.00$ 200.00$ 69,600.00$ 125.00$ 43,500.00$ 9 STRUCTURE BACKFILL (RETAINING WALL)CY 447 60.00$ 26,820.00$ 250.00$ 111,750.00$ 160.00$ 71,520.00$ 125.00$ 55,875.00$ 10 36" CAST‐IN‐DRILLED‐HOLE CONCRETE PILING LF 1,270 500.00$ 635,000.00$ 300.00$ 381,000.00$ 600.00$ 762,000.00$ 400.00$ 508,000.00$ 11 60" CAST‐IN‐DRILLED‐HOLE CONCRETE PILING LF 558 900.00$ 502,200.00$ 900.00$ 502,200.00$ 1,400.00$ 781,200.00$ 1,200.00$ 669,600.00$ 12 72" CAST‐IN‐DRILLED‐HOLE CONCRETE PILING LF 256 1,600.00$ 409,600.00$ 1,500.00$ 384,000.00$ 1,985.00$ 508,160.00$ 1,800.00$ 460,800.00$ 13 STRUCTURAL CONCRETE, BRIDGE FOOTING CY 146 500.00$ 73,000.00$ 800.00$ 116,800.00$ 715.00$ 104,390.00$ 750.00$ 109,500.00$ 14 STRUCTURAL CONCRETE, APPROACH STRUCTURE CY 104 650.00$ 67,600.00$ 1,450.00$ 150,800.00$ 1,200.00$ 124,800.00$ 2,500.00$ 260,000.00$ 15 STRUCTURAL CONCRETE, BRIDGE CY 216 1,200.00$ 259,200.00$ 3,500.00$ 756,000.00$ 2,000.00$ 432,000.00$ 2,500.00$ 540,000.00$ 16 STRUCTURAL CONCRETE, BRIDGE (POLYMER FIBER)CY 633 1,000.00$ 633,000.00$ 850.00$ 538,050.00$ 2,500.00$ 1,582,500.00$ 2,500.00$ 1,582,500.00$ 17 STRUCTURAL CONCRETE, MISCELLANEOUS STRUCTURES CY 7 650.00$ 4,550.00$ 2,000.00$ 14,000.00$ 6,500.00$ 45,500.00$ 10,000.00$ 70,000.00$ 18 STRUCTURAL CONCRETE, RETAINING WALL CY 171 650.00$ 111,150.00$ 1,500.00$ 256,500.00$ 800.00$ 136,800.00$ 1,500.00$ 256,500.00$ 19 DIAPHRAGM BOLSTER EA 7 2,000.00$ 14,000.00$ 6,500.00$ 45,500.00$ 4,350.00$ 30,450.00$ 15,000.00$ 105,000.00$ 20 LIGHTWEIGHT CONCRETE (POLYMER FIBER)CY 101 1,000.00$ 101,000.00$ 1,250.00$ 126,250.00$ 1,300.00$ 131,300.00$ 2,000.00$ 202,000.00$ 21 ARCHITECTURAL TREATMENT SQFT 4,048 15.00$ 60,720.00$ 23.00$ 93,104.00$ 18.00$ 72,864.00$ 12.00$ 48,576.00$ 22 JOINT SEAL (MR 1")LF 52 65.00$ 3,380.00$ 300.00$ 15,600.00$ 110.00$ 5,720.00$ 150.00$ 7,800.00$ 23 JOINT SEAL (MR 1‐1/2")LF 13 80.00$ 1,040.00$ 550.00$ 7,150.00$ 120.00$ 1,560.00$ 200.00$ 2,600.00$ 24 JOINT SEAL (MR 2")LF 13 110.00$ 1,430.00$ 650.00$ 8,450.00$ 135.00$ 1,755.00$ 225.00$ 2,925.00$ 25 BAR REINFORCING STEEL (BRIDGE)LB 446,698 1.25$ 558,372.50$ 1.50$ 670,047.00$ 1.20$ 536,037.60$ 1.40$ 625,377.20$ 26 BAR REINFORCING STEEL (RETAINING WALL)LB 18,580 1.50$ 27,870.00$ 2.00$ 37,160.00$ 1.50$ 27,870.00$ 1.35$ 25,083.00$ 27 BAR REINFORCING STEEL (APPROACH STRUCTURE)LB 13,124 1.25$ 16,405.00$ 2.00$ 26,248.00$ 1.50$ 19,686.00$ 1.40$ 18,373.60$ 28 BAR REINFORCING STEEL (MISCELLANEOUS STRUCTURES)LB 801 1.25$ 1,001.25$ 2.00$ 1,602.00$ 2.00$ 1,602.00$ 1.10$ 881.10$ 29 HEADED BAR REINFORCEMENT EA 112 20.00$ 2,240.00$ 75.00$ 8,400.00$ 40.00$ 4,480.00$ 34.00$ 3,808.00$ 30 FURNISH STRUCTURAL STEEL LB 189,600 7.00$ 1,327,200.00$ 5.00$ 948,000.00$ 3.25$ 616,200.00$ 3.75$ 711,000.00$ 31 ERECT STRUCTURAL STEEL LS 1 300,000.00$ 300,000.00$ 550,000.00$ 550,000.00$ 250,000.00$ 250,000.00$ 325,000.00$ 325,000.00$ 32 METAL DECKING SQFT 3,420 20.00$ 68,400.00$ 40.00$ 136,800.00$ 8.00$ 27,360.00$ 24.50$ 83,790.00$ 33 FURNISH PREFABRICATED STEEL PRATT TRUSS LS 1 300,000.00$ 300,000.00$ 250,000.00$ 250,000.00$ 290,000.00$ 290,000.00$ 215,000.00$ 215,000.00$ 34 ERECT PREFABRICATED STEEL PRATT TRUSS LS 1 100,000.00$ 100,000.00$ 200,000.00$ 200,000.00$ 60,000.00$ 60,000.00$ 65,000.00$ 65,000.00$ 35 POLYESTER CONCRETE DIKE LF 91 65.00$ 5,915.00$ 200.00$ 18,200.00$ 210.00$ 19,110.00$ 220.00$ 20,020.00$ 36 PLACE POLYESTER CONCRETE OVERLAY SQFT 495 50.00$ 24,750.00$ 50.00$ 24,750.00$ 50.00$ 24,750.00$ 48.00$ 23,760.00$ McGuire and HesterEngineer's Estimate Granite Construction MCM Construction 1 Attachment C BID ITEM DESCRIPTION, WITH UNIT PRICE IN WORDS UNIT APPROX. QTY. UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT McGuire and HesterEngineer's Estimate Granite Construction MCM Construction 37 FURNISH POLYESTER CONCRETE OVERLAY CF 83 160.00$ 13,280.00$ 100.00$ 8,300.00$ 85.00$ 7,055.00$ 80.00$ 6,640.00$ 38 BRIDGE REMOVAL (PORTION)LS 1 26,500.00$ 26,500.00$ 100,000.00$ 100,000.00$ 10,000.00$ 10,000.00$ 17,000.00$ 17,000.00$ 39 MISCELLANEOUS METAL (RESTRAINER ‐ BAR TYPE)LB 1,551 10.00$ 15,510.00$ 20.00$ 31,020.00$ 20.00$ 31,020.00$ 22.00$ 34,122.00$ 40 GEOCOMPOSITE DRAIN SQFT 1,174 3.50$ 4,109.00$ 15.00$ 17,610.00$ 30.00$ 35,220.00$ 25.00$ 29,350.00$ 41 WELDED STEEL PIPE CASING (BRIDGE)LF 26 180.00$ 4,680.00$ 350.00$ 9,100.00$ 400.00$ 10,400.00$ 250.00$ 6,500.00$ 42 REMOVE CONCRETE (CHANNEL)CY 62 400.00$ 24,800.00$ 300.00$ 18,600.00$ 90.00$ 5,580.00$ 300.00$ 18,600.00$ 43 CONCRETE (CHANNEL LINING)CY 8 620.00$ 4,960.00$ 700.00$ 5,600.00$ 1,560.00$ 12,480.00$ 1,800.00$ 14,400.00$ 44 MISCELLANEOUS METAL (BRIDGE)LB 726 18.00$ 13,068.00$ 30.00$ 21,780.00$ 36.00$ 26,136.00$ 14.00$ 10,164.00$ 45 ANTI‐GRAFFITI COATING SQFT 5,807 2.00$ 11,614.00$ 3.00$ 17,421.00$ 6.50$ 37,745.50$ 3.00$ 17,421.00$ 46 INFORMATIONAL/ EDUCATION SIGN PANEL EA 3 1,000.00$ 3,000.00$ 2,500.00$ 7,500.00$ 900.00$ 2,700.00$ 1,400.00$ 4,200.00$ 47 INSTALL ARTIST SEATING ELEMENTS EA 3 1,000.00$ 3,000.00$ 5,000.00$ 15,000.00$ 1,500.00$ 4,500.00$ 500.00$ 1,500.00$ 48 MIDWEST GUARDRAIL SYSTEM LF 31 100.00$ 3,100.00$ 300.00$ 9,300.00$ 260.00$ 8,060.00$ 280.00$ 8,680.00$ 49 HAND RAILING (SS)LF 276 120.00$ 33,120.00$ 165.00$ 45,540.00$ 160.00$ 44,160.00$ 175.00$ 48,300.00$ 50 POST‐MOUNTED HAND RAILING (SS)LF 153 160.00$ 24,480.00$ 450.00$ 68,850.00$ 420.00$ 64,260.00$ 180.00$ 27,540.00$ 51 STEEL RAILING (4 FEET)LF 1,556 160.00$ 248,960.00$ 465.00$ 723,540.00$ 460.00$ 715,760.00$ 228.00$ 354,768.00$ 52 STEEL RAILING (8 FEET)LF 693 240.00$ 166,320.00$ 720.00$ 498,960.00$ 645.00$ 446,985.00$ 265.00$ 183,645.00$ 53 INSTALL ARTIST RAILING LF 30 140.00$ 4,200.00$ 160.00$ 4,800.00$ 200.00$ 6,000.00$ 40.00$ 1,200.00$ 54 31" INLINE END TREATMENT EA 1 4,000.00$ 4,000.00$ 6,700.00$ 6,700.00$ 6,400.00$ 6,400.00$ 7,000.00$ 7,000.00$ 55 CALIFORNIA ST‐30 BRIDGE RAIL (MODIFIED)LF 98 730.00$ 71,540.00$ 1,450.00$ 142,100.00$ 650.00$ 63,700.00$ 1,000.00$ 98,000.00$ 56 COZEEP LS 1 50,000.00$ 50,000.00$ 25,000.00$ 25,000.00$ 120,000.00$ 120,000.00$ 75,000.00$ 75,000.00$ 57 PUBLIC INFORMATION LS 1 30,000.00$ 30,000.00$ 75,000.00$ 75,000.00$ 2,500.00$ 2,500.00$ 5,000.00$ 5,000.00$ 58 LEAD COMPLIANCE PLAN LS 1 6,800.00$ 6,800.00$ 5,000.00$ 5,000.00$ 4,000.00$ 4,000.00$ 6,500.00$ 6,500.00$ 59 CONSTRUCTION AREA SIGNS LS 1 10,000.00$ 10,000.00$ 50,000.00$ 50,000.00$ 25,000.00$ 25,000.00$ 31,000.00$ 31,000.00$ 60 TRAFFIC CONTROL SYSTEM LS 1 275,000.00$ 275,000.00$ 300,000.00$ 300,000.00$ 325,000.00$ 325,000.00$ 1,525,000.00$ 1,525,000.00$ 61 CHANGEABLE MESSAGE SIGNS LS 1 100,000.00$ 100,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 40,000.00$ 100,000.00$ 100,000.00$ 62 STORM WATER ANNUAL REPORT EA 1 2,000.00$ 2,000.00$ 1,000.00$ 1,000.00$ 1,500.00$ 1,500.00$ 4,000.00$ 4,000.00$ 63 TEMPORARY HYDRAULIC MULCH (BONDED FIBER MATRIX)SQYD 5,500 1.00$ 5,500.00$ 1.50$ 8,250.00$ 0.90$ 4,950.00$ 1.10$ 6,050.00$ 64 TEMPORARY DRAINAGE INLET PROTECTION EA 8 500.00$ 4,000.00$ 500.00$ 4,000.00$ 193.00$ 1,544.00$ 200.00$ 1,600.00$ 65 TEMPORARY FIBER ROLL LF 2,190 8.00$ 17,520.00$ 5.00$ 10,950.00$ 5.00$ 10,950.00$ 5.00$ 10,950.00$ 66 TEMPORARY SILT FENCE LF 2,120 5.00$ 10,600.00$ 5.00$ 10,600.00$ 5.00$ 10,600.00$ 4.00$ 8,480.00$ 67 TEMPORARY CONSTRUCTION ENTRANCE EA 2 3,500.00$ 7,000.00$ 5,000.00$ 10,000.00$ 4,800.00$ 9,600.00$ 4,500.00$ 9,000.00$ 68 TEMPORARY CONCRETE WASHOUT LS 1 4,400.00$ 4,400.00$ 11,000.00$ 11,000.00$ 7,500.00$ 7,500.00$ 7,000.00$ 7,000.00$ 69 REMOVE CONCRETE BARRIER LF 335 150.00$ 50,250.00$ 50.00$ 16,750.00$ 65.00$ 21,775.00$ 60.00$ 20,100.00$ 70 CLEARING AND GRUBBING (LS)LS 1 70,000.00$ 70,000.00$ 700,000.00$ 700,000.00$ 60,000.00$ 60,000.00$ 280,000.00$ 280,000.00$ 71 IMPORT BORROW (CY)CY 850 150.00$ 127,500.00$ 75.00$ 63,750.00$ 50.00$ 42,500.00$ 45.00$ 38,250.00$ 72 IMPORTED BIOFILTRATION SOIL SF 400 40.00$ 16,000.00$ 8.00$ 3,200.00$ 9.50$ 3,800.00$ 11.00$ 4,400.00$ 73 CLASS 2 AGGREGATE BASE (CY)CY 270 220.00$ 59,400.00$ 200.00$ 54,000.00$ 80.00$ 21,600.00$ 300.00$ 81,000.00$ 74 ROCK SLOPE PROTECTION LS 1 400.00$ 400.00$ 12,000.00$ 12,000.00$ 6,500.00$ 6,500.00$ 5,000.00$ 5,000.00$ 75 HOT MIX ASPHALT (TYPE A)TON 1,200 220.00$ 264,000.00$ 130.00$ 156,000.00$ 240.00$ 288,000.00$ 150.00$ 180,000.00$ 76 TEMPORARY HOT MIX ASPHALT (TYPE A)TON 30 220.00$ 6,600.00$ 450.00$ 13,500.00$ 375.00$ 11,250.00$ 1,200.00$ 36,000.00$ 77 COLD PLANE ASHPALT CONCRETE PAVEMENT SQYD 48 25.00$ 1,200.00$ 125.00$ 6,000.00$ 180.00$ 8,640.00$ 1.00$ 48.00$ 78 STRUCTURAL CONCRETE, HEADWALL CY 1 6,000.00$ 6,000.00$ 4,500.00$ 4,500.00$ 7,500.00$ 7,500.00$ 7,000.00$ 7,000.00$ 79 STRUCTURAL CONCRETE, DRAINAGE INLET CY 3 3,000.00$ 9,000.00$ 3,000.00$ 9,000.00$ 4,300.00$ 12,900.00$ 1,250.00$ 3,750.00$ 80 CATCH BASIN AWAY FROM CURB EA 1 10,000.00$ 10,000.00$ 3,000.00$ 3,000.00$ 4,300.00$ 4,300.00$ 2,500.00$ 2,500.00$ 81 CATCH BASIN TYPE A EA 1 10,000.00$ 10,000.00$ 3,000.00$ 3,000.00$ 4,300.00$ 4,300.00$ 3,000.00$ 3,000.00$ 2 Attachment C BID ITEM DESCRIPTION, WITH UNIT PRICE IN WORDS UNIT APPROX. QTY. UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT McGuire and HesterEngineer's Estimate Granite Construction MCM Construction 82 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 83 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 84 12" STORM DRAIN PIPE LF 25 240.00$ 6,000.00$ 175.00$ 4,375.00$ 375.00$ 9,375.00$ 150.00$ 3,750.00$ 85 15" STORM DRAIN PIPE LF 60 260.00$ 15,600.00$ 85.00$ 5,100.00$ 400.00$ 24,000.00$ 175.00$ 10,500.00$ 86 CONCRETE BACKFILL (TRENCH)CY 55 800.00$ 44,000.00$ 160.00$ 8,800.00$ 375.00$ 20,625.00$ 300.00$ 16,500.00$ 87 18" REINFORCED CONCRETE PIPE LF 320 280.00$ 89,600.00$ 125.00$ 40,000.00$ 385.00$ 123,200.00$ 200.00$ 64,000.00$ 88 REMOVE CULVERT LF 315 450.00$ 141,750.00$ 50.00$ 15,750.00$ 340.00$ 107,100.00$ 125.00$ 39,375.00$ 89 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 90 SAND BACKFILL (TRENCH)CY 150 170.00$ 25,500.00$ 70.00$ 10,500.00$ 160.00$ 24,000.00$ 500.00$ 75,000.00$ 91 ROCK SLOPE PROTECTION FABRIC (CLASS 8)SQYD 6 100.00$ 600.00$ 40.00$ 240.00$ 110.00$ 660.00$ 300.00$ 1,800.00$ 92 MINOR CONCRETE (CURB Mod)CY 3 1,500.00$ 4,500.00$ 1,600.00$ 4,800.00$ 1,600.00$ 4,800.00$ 1,500.00$ 4,500.00$ 93 MINOR CONCRETE (CURB)CY 12 1,500.00$ 18,000.00$ 1,650.00$ 19,800.00$ 1,600.00$ 19,200.00$ 1,000.00$ 12,000.00$ 94 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 95 MINOR CONCRETE (CURB AND GUTTER)CY 32 1,500.00$ 48,000.00$ 900.00$ 28,800.00$ 1,600.00$ 51,200.00$ 1,000.00$ 32,000.00$ 96 MINOR CONCRETE (DRIVEWAY/SW)CY 62 1,100.00$ 68,200.00$ 750.00$ 46,500.00$ 1,600.00$ 99,200.00$ 650.00$ 40,300.00$ 97 REMOVE CONCRETE CURB LF 590 50.00$ 29,500.00$ 25.00$ 14,750.00$ 18.00$ 10,620.00$ 4.00$ 2,360.00$ 98 REMOVE CONCRETE (CURB AND GUTTER)LF 770 47.00$ 36,190.00$ 25.00$ 19,250.00$ 24.00$ 18,480.00$ 15.00$ 11,550.00$ 99 MISCELLANEOUS IRON AND STEEL LB 478 10.00$ 4,780.00$ 6.00$ 2,868.00$ 5.00$ 2,390.00$ 4.00$ 1,912.00$ 100 FRAME AND GRATE EA 2 1,000.00$ 2,000.00$ 900.00$ 1,800.00$ 500.00$ 1,000.00$ 3,000.00$ 6,000.00$ 101 ADJUST ELECTRIC BOX TO GRADE EA 2 5,000.00$ 10,000.00$ 1,200.00$ 2,400.00$ 535.00$ 1,070.00$ 529.63$ 1,059.26$ 102 REMOVE ELECTRIC BOX EA 2 3,000.00$ 6,000.00$ 6,000.00$ 12,000.00$ 85.00$ 170.00$ 5,900.00$ 11,800.00$ 103 REMOVE FIBER OPTIC BOX EA 3 2,000.00$ 6,000.00$ 510.00$ 1,530.00$ 150.00$ 450.00$ 500.00$ 1,500.00$ 104 REMOVE ELECTRIC SWITCH BOX EA 1 10,000.00$ 10,000.00$ 4,500.00$ 4,500.00$ 150.00$ 150.00$ 4,300.00$ 4,300.00$ 105 ELECTRIC SWITCH BOX EA 1 25,000.00$ 25,000.00$ 20,000.00$ 20,000.00$ 725.00$ 725.00$ 16,500.00$ 16,500.00$ 106 5" CITY OF PALO ALTO ELECTRIC CONDUIT (SPARE)LF 525 25.00$ 13,125.00$ 70.00$ 36,750.00$ 150.00$ 78,750.00$ 68.00$ 35,700.00$ 107 4" CITY OF PALO ALTO FIBER OPTIC CONDUIT (SPARE)LF 1,860 20.00$ 37,200.00$ 70.00$ 130,200.00$ 75.00$ 139,500.00$ 68.00$ 126,480.00$ 108 2" CITY OF PALO ALTO FIBER OPTIC CONDUIT LF 600 15.00$ 9,000.00$ 70.00$ 42,000.00$ 55.00$ 33,000.00$ 68.00$ 40,800.00$ 109 5" CITY OF PALO ALTO ELECTRIC CONDUIT LF 1,450 25.00$ 36,250.00$ 70.00$ 101,500.00$ 120.00$ 174,000.00$ 68.00$ 98,600.00$ 110 FIBER OPTIC BOX EA 5 5,000.00$ 25,000.00$ 2,500.00$ 12,500.00$ 7,000.00$ 35,000.00$ 2,450.00$ 12,250.00$ 111 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 112 NOT USED ‐0 ‐$ ‐$ ‐$ ‐$ ‐$ 113 CHAIN LINK FENCE (TYPE CL‐4 VINYL CLAD)LF 1,080 35.00$ 37,800.00$ 30.00$ 32,400.00$ 28.00$ 30,240.00$ 27.00$ 29,160.00$ 114 CHAIN LINK FENCE (TYPE CL‐6 VINYL CLAD)LF 150 40.00$ 6,000.00$ 35.00$ 5,250.00$ 38.00$ 5,700.00$ 26.00$ 3,900.00$ 115 16' CHAIN LINK DOUBLE GATE EA 1 5,000.00$ 5,000.00$ 2,000.00$ 2,000.00$ 2,150.00$ 2,150.00$ 2,000.00$ 2,000.00$ 116 16' CHAIN LINK DOUBLE GATE WITH REMOVABLE CENTER POST EA 1 6,000.00$ 6,000.00$ 2,300.00$ 2,300.00$ 2,460.00$ 2,460.00$ 2,300.00$ 2,300.00$ 117 22' CHAIN LINK DOUBLE GATE WITH REMOVABLE CENTER POST EA 1 6,000.00$ 6,000.00$ 2,850.00$ 2,850.00$ 3,050.00$ 3,050.00$ 2,850.00$ 2,850.00$ 118 REMOVE FENCE LF 1,270 50.00$ 63,500.00$ 8.00$ 10,160.00$ 7.50$ 9,525.00$ 7.00$ 8,890.00$ 119 REMOVE GATE EA 3 500.00$ 1,500.00$ 600.00$ 1,800.00$ 535.00$ 1,605.00$ 500.00$ 1,500.00$ 120 RESET WOOD POST EA 16 100.00$ 1,600.00$ 600.00$ 9,600.00$ 800.00$ 12,800.00$ 1,500.00$ 24,000.00$ 121 RELOCATE WOOD POST EA 8 100.00$ 800.00$ 350.00$ 2,800.00$ 1,050.00$ 8,400.00$ 2,000.00$ 16,000.00$ 122 TRANSITION RAILING (TYPE DTBB Mod)LF 26 100.00$ 2,600.00$ 700.00$ 18,200.00$ 590.00$ 15,340.00$ 625.00$ 16,250.00$ 123 CONCRETE BARRIER (TYPE 60MSC)LF 78 500.00$ 39,000.00$ 300.00$ 23,400.00$ 370.00$ 28,860.00$ 400.00$ 31,200.00$ 124 CONCRETE BARRIER (TYPE 60MSF)LF 248 500.00$ 124,000.00$ 200.00$ 49,600.00$ 600.00$ 148,800.00$ 575.00$ 142,600.00$ 125 REMOVE THRIE BEAM BARRIER LF 190 80.00$ 15,200.00$ 35.00$ 6,650.00$ 27.00$ 5,130.00$ 28.00$ 5,320.00$ 3 Attachment C BID ITEM DESCRIPTION, WITH UNIT PRICE IN WORDS UNIT APPROX. QTY. UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT McGuire and HesterEngineer's Estimate Granite Construction MCM Construction 126 SIGNING AND STRIPING LS 1 30,000.00$ 30,000.00$ 120,000.00$ 120,000.00$ 50,000.00$ 50,000.00$ 80,000.00$ 80,000.00$ 127 RELOCATE CALTRANS BOX EA 1 5,000.00$ 5,000.00$ 2,600.00$ 2,600.00$ 2,200.00$ 2,200.00$ 2,600.00$ 2,600.00$ 128 RELOCATE CALTRANS CONDUIT LS 1 5,000.00$ 5,000.00$ 2,600.00$ 2,600.00$ 11,000.00$ 11,000.00$ 2,600.00$ 2,600.00$ 129 SITE FURNISHINGS LS 1 13,700.00$ 13,700.00$ 40,000.00$ 40,000.00$ 27,500.00$ 27,500.00$ 15,000.00$ 15,000.00$ 130 DRINKING FOUNTAIN/BOTTLE STATION & CONNECTION EA 1 18,140.00$ 18,140.00$ 6,000.00$ 6,000.00$ 20,500.00$ 20,500.00$ 20,000.00$ 20,000.00$ 131 IRRIGATION LS 1 15,540.00$ 15,540.00$ 120,000.00$ 120,000.00$ 100,000.00$ 100,000.00$ 125,000.00$ 125,000.00$ 132 SOIL PREPARATION SF 8,610 0.80$ 6,888.00$ 0.55$ 4,735.50$ 1.15$ 9,901.50$ 1.00$ 8,610.00$ 133 PLANTING LS 1 23,720.00$ 23,720.00$ 140,000.00$ 140,000.00$ 190,000.00$ 190,000.00$ 75,000.00$ 75,000.00$ 134 LANDSCAPE MAINTENANCE LS 1 19,800.00$ 19,800.00$ 10,000.00$ 10,000.00$ 13,000.00$ 13,000.00$ 15,000.00$ 15,000.00$ 135 REMOVE EXISTING TREES EA 29 500.00$ 14,500.00$ 1,500.00$ 43,500.00$ 1,000.00$ 29,000.00$ 1,200.00$ 34,800.00$ 136 CONCRETE PAVEMENT, INCLUDING AGG BASE CY 60 1,650.00$ 99,000.00$ 350.00$ 21,000.00$ 1,010.00$ 60,600.00$ 900.00$ 54,000.00$ 137 COBBLE TON 10 200.00$ 2,000.00$ 600.00$ 6,000.00$ 575.00$ 5,750.00$ 500.00$ 5,000.00$ 138 STAMPED CONCRETE CY 4 1,800.00$ 7,200.00$ 1,800.00$ 7,200.00$ 6,000.00$ 24,000.00$ 2,000.00$ 8,000.00$ 139 (L‐P1) PEDESTRIAN POLE EA 24 3,200.00$ 76,800.00$ 5,500.00$ 132,000.00$ 5,000.00$ 120,000.00$ 1,050.00$ 25,200.00$ 140 (L‐S1, L‐S2) INTEGRA GATED RAIL LIGHT EA 260 750.00$ 195,000.00$ 1,500.00$ 390,000.00$ 2,000.00$ 520,000.00$ 500.00$ 130,000.00$ 141 (L‐C01) STEP LIGHT AT CURB EA 9 720.00$ 6,480.00$ 1,700.00$ 15,300.00$ 3,500.00$ 31,500.00$ 20,000.00$ 180,000.00$ 142 JUNCTION BOX/PULL BOX EA 67 800.00$ 53,600.00$ 800.00$ 53,600.00$ 900.00$ 60,300.00$ 760.00$ 50,920.00$ 143 CONDUCTORS/CABLES LS 1 35,000.00$ 35,000.00$ 50,000.00$ 50,000.00$ 175,000.00$ 175,000.00$ 47,500.00$ 47,500.00$ 144 CONDUITS LS 1 175,000.00$ 175,000.00$ 100,000.00$ 100,000.00$ 315,000.00$ 315,000.00$ 94,000.00$ 94,000.00$ 145 TYPE III‐AF SERVICE EQUIPMENT ENCLOSURE EA 1 7,200.00$ 7,200.00$ 15,000.00$ 15,000.00$ 6,200.00$ 6,200.00$ 13,000.00$ 13,000.00$ 146 MODIFYING EXISTING LIGHTING SYSTEM LS 1 60,000.00$ 60,000.00$ 50,000.00$ 50,000.00$ 80,000.00$ 80,000.00$ 42,000.00$ 42,000.00$ 147 CONSTRUCTION STAKING LS 1 80,000.00$ 80,000.00$ 75,000.00$ 75,000.00$ 35,000.00$ 35,000.00$ 75,000.00$ 75,000.00$ 148 LEAD TESTING EA 3 2,000.00$ 6,000.00$ 2,000.00$ 6,000.00$ 2,500.00$ 7,500.00$ 7,000.00$ 21,000.00$ 149 REMOVE TOP SOIL AT EAST SIDE PLANTING AREA CY 515 50.00$ 25,750.00$ 50.00$ 25,750.00$ 58.00$ 29,870.00$ 125.00$ 64,375.00$ 150 MOBILIZATION LS 1 1,084,055.81$ 1,084,055.81$ 1,400,000.00$ 1,400,000.00$ 1,554,489.00$ 1,554,489.00$ 1,538,540.00$ 1,538,540.00$ 151 ROADWAY EXCAVATION CY 1,510 100.00$ 151,000.00$ 100.00$ 151,000.00$ 58.00$ 87,580.00$ 120.00$ 181,200.00$ 152 PREPARE STORM WATER POLLUTION PREVENTION PLAN LS 1 5,000.00$ 5,000.00$ 5,000.00$ 5,000.00$ 3,200.00$ 3,200.00$ 3,000.00$ 3,000.00$ SUBTOTAL 10,840,558.06$ 13,844,920.50$ 14,518,991.60$ 14,570,357.16$ Over Engineer's Estimate 28%34%34% Apparent Low Bidder ADDITIVE ALTERNATE BID BID ITEM DESCRIPTION, WITH UNIT PRICE IN WORDS UNIT APPROX. QTY. UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT Alt 1 HABITAT RESTORATION LS 1 207,028.00$ 207,028.00$ 75,000.00$ 75,000.00$ 58,500.00$ 58,500.00$ 35,000.00$ 35,000.00$ Alt 2 REMOVE ADDITIONAL SOIL AT EAST SIDE PLANTING AREA CY 1,029 50.00$ 51,450.00$ 100.00$ 102,900.00$ 59.00$ 60,711.00$ 115.00$ 118,335.00$ Alt 3 STEEL RAILING (4 FEET) (DECORATIVE WIRE MESH)LF 1,556 15.00$ 23,340.00$ 550.00$ 855,800.00$ 531.00$ 826,236.00$ 530.00$ 824,680.00$ Alt 4 STEEL RAILING (8 FEET) (DECORATIVE WIRE MESH)LF 693 60.00$ 41,580.00$ 800.00$ 554,400.00$ 732.00$ 507,276.00$ 530.00$ 367,290.00$ Alt 5 HAND RAILING (SS) (POC)LF 1,498 120.00$ 179,760.00$ 200.00$ 299,600.00$ 132.00$ 197,736.00$ 317.00$ 474,866.00$ Alt 6 CLEAN AND PAINT STRUCTURAL STEEL LS 1 125,000.00$ 125,000.00$ 200,000.00$ 200,000.00$ 970,000.00$ 970,000.00$ 75,000.00$ 75,000.00$ SUBTOTAL 628,158.00$ 2,087,700.00$ 2,620,459.00$ 1,895,171.00$ Engineer's Estimate Granite Construction MCM Construction McGuire and Hester 4 Attachment C City of Palo Alto (ID # 10844) City Council Staff Report Report Type: Action Items Meeting Date: 11/18/2019 City of Palo Alto Page 1 Summary Title: Colleagues' Memo Regarding Urgency Ordinance Regarding Renter Protections Title: Colleagues' Memo From Council Members Kou and DuBois and Potential Adoption of an Urgency Ordinance to Provide Just Cause Eviction Protections to Tenants Until California State Assembly Bill 1482 Takes Effect on January 1, 2020 From: City Manager Lead Department: City Clerk Goals To temporarily prohibit no-fault evictions through December 31, 2019, for all residential real property that will be covered by Assembly Bill 1482 beginning on January 1, 2020. Background and Discussion: Assembly Bill 1482, the Tenant Protections Act of 2019, was signed by Governor Newsom on October 8, 2019. Escalating real estate values with the assistance of the deregulation of zoning provides an incentive to landlords to evict long-term, lower- income tenants, in order to raise rents and attract wealthier tenants, reducing the local diversity socio-economic of Palo Alto’s population. It has been reported, since the anticipation of the Tenant Protection Act of 2019 legislation, there has been an escalation of harassment by landlords in order to encourage tenants to move out voluntarily. However, since the Governor’s signing of the legislation, there is a surge of calls and inquiries from community advocates and tenants facing steep rent increases, some as much as 30% rent increase and facing evictions, also facing increases in costs of parking, lock services and other bundled amenities. While landlords may properly evict tenants for cause under the provision of state law, landlords should not be able to evict tenants in good standing without cause simply to avoid the limitation on rent- gouging afforded to renters under the new law. Hence, it is imperative for the City of Palo Alto to issue an emergency ordinance to keep people housed and provide a sense of stability. Proposal Request the City Attorney to report on: City of Palo Alto Page 2 1. An emergency ordinance implementing a temporary moratorium on no-fault evictions for rental units built prior to January 1, 2012, effective through December 31, 2019. 2. The use State of California price gouging laws to prevent prohibitive rent increases before Assembly Bill 1482 takes effect on January 1, 2020. 3. This emergency ordinance shall apply to tenancies where the tenant remains in possession and the eviction lawsuit has not been adjudicated. Direct City Manager staff to: 1. Inform Palo Alto rental residents of legal resources to help them address any disputes with their landlords. 2. Inform property owners and landlords of rental property of their obligations under Assembly Bill 1482 and any locally-established ordinances. Resource Impact Due to the short timeframe to adopt tenant protections (through January 1, 2020), existing resources in the City Manager’s Office, City Attorney’s Office and Planning and Development Services are being redirected to draft an ordinance for the Council’s consideration on November 18th. Also due to the short timeframe, any outreach on a potential urgency ordinance will be limited to electronic (email and social media) distribution methods. If the Council adopts an ordinance, some staff resources will be needed for public outreach and education regarding the rights and responsibilities of landlords and tenants, responding to public inquiries, and making referrals. Tenant protections are enforced by tenants in private litigation with their landlords. The City does not investigate alleged violations or adjudicate tenant-landlord disputes. This is true for protections provided by a temporary City ordinance (before January 1st) as well as by AB 1482 (after January 1st). The City provides voluntary mediation services through Project Sentinel and can refer tenants to other resources, such as non-profit legal services agencies. Appendices: Report by City of Los Angeles City Attorney http://clkrep.lacity.org/onlinedocs/2019/19- 1232_misc_10-22-2019.pdf City of Los Angeles Draft Ordinance http://clkrep.lacity.org/onlinedocs/2019/19- 1232_ord_draft_10-22-2019.pdf City of Los Angeles Final Ordinance http://clkrep.lacity.org/onlinedocs/2019/19- 1232_ORD_186340_10-24-2019.pdf City of Redwood City Draft Ordinance https://meetings.redwoodcity.org/AgendaOnline/Documents/ViewDocument/ATTACHME NT%20B%20- %20URGENCY%20ORDINANCE.pdf?meetingId=2048&documentType=Agenda&itemId =2741&publishId=4267&isSection=false Attachments: • Attachment A: Urgency Ordinance The Urgency Ordinance is still being reviewed and will be produced on Thursday, November 14, 2019 as a late packet memo. Not Yet Approved Ordinance No. _____ Urgency Ordinance of the Council of the City of Palo Alto Temporarily Prohibiting Evictions without Just Cause through December 31, 2019, for Residential Real Property Built Prior to January 1, 2005 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 “Tenant Protection Act of 2019” (Assembly Bill [“AB”] 1482) was approved by the California Legislature on September 11, 2019 and signed by the Governor on October 8, 2019; and B. Effective January 1, 2020 the Tenant Protection Act of 2019 codified as California Civil Code sections 1946.2 (Just Cause Eviction) and 1947.12 (Rent Caps) will provide eviction protections and limits on rent increases in the State of California; and C. The City Council, pursuant to its police powers, has broad authority to maintain public peace, health, and safety of its community and preserving the quality of life for its residents; and D. Housing instability threatens the public peace, health, and safety as eviction from one’s home can lead to prolonged homelessness; increased residential mobility; loss of community; strain on household finances due to the necessity of paying rental application fees and security deposits; stress and anxiety experienced by those displaced; increased commute times and traffic impacts if displaced workers cannot find affordable housing within the city in which they work; and interruption of the education of children in the home; and E. Eviction creates particular hardships for individuals and households of limited means, given the shortage of housing, particularly affordable housing, within the City of Palo Alto and the San Francisco Bay Area region generally; and F. As AB 1482 does not go into effect until January 1, 2020, landlords could seek to evict tenants without cause in order to implement rent increases that would not otherwise be possible after the effective date; and G. The City desires to prohibit evictions without just cause during this transition period; and H. The City Council finds and determines that regulating the relations between residential landlords and tenants will increase certainty and fairness within the residential Not Yet Approved 191118 sm 010 2 rental market in the City and thereby serve the public peace, health, and safety; and I. Palo Alto Municipal Code Section 2.04.270 authorizes the adoption of an urgency ordinance to protect the public peace, health or safety, where there is a declaration of the facts constituting the urgency and the ordinance is adopted by four-fifths of the Council; and J. This urgency ordinance would essentially establish the just cause eviction protections that will go into effect on January 1, 2020 under AB 1482 immediately within the City of Palo Alto; and K. An urgency ordinance that is effective immediately is necessary to avoid the immediate threat to public peace, health, and safety as failure to adopt this urgency ordinance could result in the displacement of the City’s residents and community members. SECTION 2. Just Cause Eviction Protections. This urgency ordinance shall be known as the “Just Cause Eviction Protection Ordinance.” (a) Notwithstanding any other law, after a tenant has continuously and lawfully occupied a residential real property for 12 months, the owner of the residential real property shall not terminate the tenancy without just cause, which shall be stated in the written notice to terminate tenancy. (b) For purposes of this Ordinance, just cause includes either of the following: 1. At-fault just cause, which is any of the following: (A) Default in the payment of rent. (B) A breach of a material term of the lease, as described in paragraph (3) of Section 1161 of the Code of Civil Procedure, including, but not limited to, violation of a provision of the lease after being issued a written notice to correct the violation. (C) Maintaining, committing, or permitting the maintenance or commission of a nuisance as described in paragraph (4) of Section 1161 of the Code of Civil Procedure. (D) Committing waste as described in paragraph (4) of Section 1161 of the Code of Civil Procedure. (E) Criminal activity by the tenant on the residential real property, including any common areas, or any criminal activity or criminal threat, as defined in subdivision (a) of Section 422 of the Penal Code, on or off the residential real Not Yet Approved 191118 sm 010 3 property, that is directed at any owner or agent of the owner of the residential real property. (F) Assigning or subletting the premises in violation of the tenant’s lease, as described in paragraph (4) of Section 1161 of the Code of Civil Procedure. (G) The tenant’s refusal to allow the owner to enter the residential real property as authorized by Sections 1101.5 and 1954 of the Civil Code, and Sections 13113.7 and 17926.1 of the Health and Safety Code. (H) Using the premises for an unlawful purpose as described in paragraph (4) of Section 1161 of the Code of Civil Procedure. (I) The employee, agent, or licensee’s failure to vacate after their termination as an employee, agent, or a licensee as described in paragraph (1) of Section 1161 of the Code of Civil Procedure. (J) When the tenant fails to deliver possession of the residential real property after providing the owner written notice as provided in Section 1946 of the Civil Code of the tenant’s intention to terminate the hiring of the real property, or makes a written offer to surrender that is accepted in writing by the landlord, but fails to deliver possession at the time specified in that written notice as described in paragraph (5) of Section 1161 of the Code of Civil Procedure. 2. No-fault just cause, which includes any of the following: (A) Intent to occupy the residential real property by the owner or their spouse, domestic partner, children, grandchildren, parents, or grandparents. (B) Withdrawal of the residential real property from the rental market. (C) The owner complying with any of the following: (i) An order issued by a government agency or court relating to habitability that necessitates vacating the residential real property. (ii) An order issued by a government agency or court to vacate the residential real property. (iii) A local ordinance that necessitates vacating the residential real property. (D) Intent to demolish or substantially remodel the residential real property. For purposes of this subparagraph, “substantially remodel” means the replacement or substantial modification of any structural, electrical, plumbing, or mechanical system that requires a permit from a governmental agency, or Not Yet Approved 191118 sm 010 4 the abatement of hazardous materials, including lead-based paint, mold, or asbestos, in accordance with applicable Federal, State, and local laws, that cannot be reasonably accomplished in a safe manner with the tenant in place and that requires the tenant to vacate the residential real property for at least 30 days. Cosmetic improvements alone, including painting, decorating, and minor repairs, or other work that can be performed safely without having the residential real property vacated, do not qualify as substantial rehabilitation. (E) Before an owner of residential real property issues a notice to terminate a tenancy for just cause that is a curable lease violation, the owner shall first give notice of the violation to the tenant with an opportunity to cure the violation pursuant to paragraph (3) of Section 1161 of the Code of Civil Procedure. If the violation is not cured within the time period set forth in the notice, a three- day notice to quit without an opportunity to cure may thereafter be served to terminate the tenancy. (c) This section shall not apply to the following types of residential real properties or residential circumstances: 1. Transient and tourist hotel occupancy as defined in subdivision (b) of Section 1940 of the Civil Code. 2. Housing accommodations in a nonprofit hospital, religious facility, extended care facility, licensed residential care facility for the elderly, as defined in Section 1569.2 of the Health and Safety Code, or an adult residential facility, as defined in Chapter 6 of Division 6 of Title 22 of the Manual of Policies and Procedures published by the State Department of Social Services. 3. Dormitories owned and operated by an institution of higher education or a kindergarten and grades 1 to 12, inclusive, school. 4. Housing accommodations in which the tenant shares bathroom or kitchen facilities with the owner who maintains their principal residence at the residential real property. 5. Single-family owner-occupied residences, including a residence in which the owner-occupant rents or leases no more than two units or bedrooms, including, but not limited to, an accessory dwelling unit or a junior accessory dwelling unit. 6. A duplex in which the owner occupied one of the units as the owner’s principal place of residence at the beginning of the tenancy, so long as the owner continues in occupancy. 7. Housing that has been issued a certificate of occupancy within the previous 15 years. 8. Residential real property that is alienable separate from the title to any other dwelling unit, provided that the owner is not any of the following: (A) A real estate investment trust, as defined in Section 856 of the Internal Revenue Code. (B) A corporation. Not Yet Approved 191118 sm 010 5 (C) A limited liability company in which at least one member is a corporation. 9. Housing restricted by deed, regulatory restriction contained in an agreement with a government agency, or other recorded document as affordable housing for persons and families of very low, or moderate income, as defined in Section 50093 of the Health and Safety Code, or subject to an agreement that provides housing subsidies for affordable housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code or comparable federal statutes. (d) Any waiver of the rights under this section shall be void as contrary to public policy. (e) For the purposes of this Ordinance, the following definitions shall apply: 1. “Owner” and “residential real property” have the same meaning as those terms are defined in Civil Code Section 1954.51. 2. “Tenancy” means the lawful occupation of residential real property and includes a lease or sublease. (f) Applicability. This Ordinance shall apply to tenancies where the tenant remains in possession of the residential real property and an eviction lawsuit, if any, has not been finally adjudicated. (g) Statement of Urgency. The City Council finds and declares that this Ordinance is required for the immediate protection of the public peace, health and safety as failure to adopt this urgency ordinance could result in irreversible displacement of residents resulting from no-fault evictions during the period before AB1482 becomes effective. The Council, therefore, adopts this Ordinance to become effective immediately upon adoption. (h) Enforcement. An owner's failure to comply with any requirement of this Ordinance shall render any notice of termination of tenancy void. A tenant may assert this Ordinance as a complete affirmative defense in an unlawful detainer or other action brought by the owner to recover possession of the residential real property. A tenant may bring a civil suit in the courts of the state alleging that an owner has violated any of the provisions of this ordinance. An owner’s failure to comply with this Ordinance does not constitute a criminal offense. SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. Not Yet Approved 191118 sm 010 6 SECTION 4. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. SECTION 5. This ordinance shall be effective immediately upon adoption and shall remain in effect until December 31, 2019. On January 1, 2020, this ordinance shall be repealed and shall be of no further force and effect. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ City Attorney City Manager ____________________________ Director of Administrative Services