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2017-06-05 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. June 5, 2017 Special Meeting Community Meeting Room 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. 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 Special Orders of the Day 6:00-6:30 PM 1.Interviews of Candidates for the Library Advisory Commission AT THIS TIME COUNCIL WILL MOVE TO THE COUNCIL CHAMBERS 6:30-6:45 PM 2.Proclamation Honoring the Comprehensive Plan Update Citizens Advisory Committee Agenda Changes, Additions and Deletions City Manager Comments 6:45-6:55 PM Oral Communications 6:55-7:10 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. REVISED 2 June 5, 2017 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. Minutes Approval 7:10-7:15 PM 3. Approval of Action Minutes for the May 15, 2017 Council Meeting Consent Calendar 7:15-7:20 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 4. Approval of: (1) a Construction Contract With O'Grady Paving, Inc. in the Amount of $3,686,766 for the Fiscal Year 2017 Middlefield Road and Lincoln Street Paving, Capital Improvements Program Projects PE-86070, PO-89003, PL-05030, PL-00026, PL-12000; (2) Deductive Change Order Number 1 With O'Grady Paving, Inc. in the Amount of $165,280; and (3) Approval of Budget Amendments in the General Fund, the Capital Improvement Fund, and the Transportation Impact Fee Fund 5. Acceptance of State of California Board of State and Community Corrections (BSCC) Grant Funds and Approval of a Budget Amendment in the Amount of $109,876 to the General Fund 6. Approval of Contract Amendment Number 3 With Cypress Security, Inc. (C16160138A) in the Amount of $1,240,000 for a Total Not-to- Exceed Amount of $3,332,216, and Extend the Term of the Agreement to June 30, 2018 for Track Watch Guard Services for Caltrain Monitoring 7. Approval of Contract Number C17167790 With Palo Alto Housing Corporation for the Provision of Below Market Rate (BMR) Administration Services for $274,000 Over a two Year Period 8. Approval of Conforming Changes to the Gas Utility Long-term Plan (GULP) Objectives, Strategies and Implementation Plan to Reflect Prior Council Action 9. Approval of a Construction Contract With Alcal Specialty Contracting, Inc. in an Amount Not-to-Exceed $261,227 to Replace the Existing Roofs at the Rinconada Pool Buildings, Capital Improvement Program Project PF-00006 10. Adoption of an Ordinance Dedicating 36.5 Acres of Land at the Former ITT Property Antenna Field to Become Park of the Baylands Nature Preserve 11. Approval of Amendment Number 2 to the Promissory Note and Amendment Number 2 to the Agreement Between the City and Palo Alto Housing Corporation (PAHC) for the Acquisition of the 3 June 5, 2017 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. Sheridan Apartments at 360 Sheridan Avenue; and Approval of an Expenditure of Funds Held by PAHC for the Acquisition of Property Interest in the Sheridan Apartments. The Project is Exempt From the California Environmental Quality Act (CEQA) per Section 15061 (b)(3) 12. Policy and Services Committee Recommendation to Accept the Revised City Fraud, Waste, and Abuse Hotline Administration Policy 13. Approval of Amendment Number 2 to Professional Services Contract Number C14150008 With Sandis Civil Engineers Surveyors Planners for the Preparation of an Environmental Assessment and Final Plans, Specifications and Estimates for the Churchill Avenue Improvement Project to Extend the Contract Term Until June 30, 2018 at no Additional Cost to the City 14. Adoption of a Resolution Approving the Support Services Program Agreement With the Northern California Power Agency, Identifying Designated Representatives and Authorizing Annual Not-to-Exceed Amounts of $250,000/$85,000 Under the Agreement for a Term of ten Years 15. Approval of Construction Contract Number C17168059 With Tochi in the Amount of $273,680 to Provide Construction Services for the Zero Waste Office Renovation (CIP PF-16006) Action Items 7:20-10:00 PM Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 16. Annual Earth Day and Sustainability and Climate Action Plan (S/CAP) Update 17. Discuss the Draft 2017-2020 Sustainability Implementation Plan (SIP) and Direct Staff on Next Steps Inter-Governmental Legislative Affairs 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. 4 June 5, 2017 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 Committees Finance Committee Meeting Cancelled June 6, 2017 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Update on the Public Safety Building and California Avenue Area Parking Garage Design Concept Options to be Presented to the Architectural Review Board for a Study Session on June 1, 2017 Public Letters to Council 05/29/2017 06/05/2017 Sp. City Council Rail Committee June 7, 2017 CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 5, 2017 The Honorable City Council Palo Alto, California Interviews of Candidates for the Library Advisory Commission On Tuesday, April 11, 2017, City Council selected the following applicants to interview for the Library Advisory Commission (LAC). The City Council will be scheduled to vote to appoint candidates for the LAC on June 12, 2017. The three LAC applicants to be interviewed are as follows: 10 minute interviews 1. Murphy, Amy LAC 6:00 PM 2. Wilson, Brigham LAC 6:10 PM Doug Hagan (Incumbent) is not available to participate in the interview process but continues to be eligible for appointment to the LAC. Library Advisory Commission 2.24.010 Membership. There is created a library advisory commission composed of five members who shall be appointed by and shall serve at the pleasure of the city council, but who shall not be councilmembers, officers or employees of the city of Palo Alto. Each member of the commission shall have a demonstrated interest in public library matters. All members of the commission shall at all times be residents of Palo Alto. All members of the commission shall take an oath of office before commencing their service on the commission. (Ord. 5190 § 1, 2013: Ord. 4529 § 2 (part), 1998) There are three open terms ending May 31, 2020 on the Library Advisory Commission. Copies of all applications are attached. 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. ATTACHMENTS: Attachment A: LAC - Murphy, Amy (PDF) Attachment B: LAC - Wilson, Brigham (PDF) Attachment C: LAC - Hagan, Doug (PDF) Department Head: Beth Minor, City Clerk Page 2 Library Advisory Commission Application 1 of 5 Application Deadline: April 4, 2017 at 4:30 pm Personal Information Note: The LAC regularly meets the fourth Thursday of the every other month at 7:00 p.m. Name: Address: Cell Phone: ____ Home / ____ Office Phone: E-mail: Are you a Palo Alto Resident? ____ Yes ____ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ____ Yes ____ No Are you available and committed to complete the term applied for? ____ Yes ____ No California state law and the Ci require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? ____ Yes ____ No Excluding your principal residence, do or your spouse you own real property in Palo Alto? ___ Yes ___ No How did you learn about this vacancy? ____ Community Group ____ Email from City Clerk ____ Palo Alto Weekly ____ Daily Post ____ City Website ____ Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 Library Advisory Commission Application 2 of 5 Employment Present or Last Employer: Occupation: Describe your involvement in community activities, volunteer and civic organizations: 1. What is it about the Library Advisory Commission that is compatible with your experience and of specific interest to you, and why? DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 Library Advisory Commission Application 3 of 5 2. Please describe an issue that recently came before the Commission that is of particularinterest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived from the Midpen Media Center: 3. If appointed, what specific goals would you like to see the Library Advisory Commission achieve, and why? How would you suggest accomplishing this? DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 Library Advisory Commission Application 4 of 5 4. Library Advisory Commission Members work with the document listed below. Are there any areas of this plan which you feel are more relevant/valued by the community? Why? As a potential Commissioner, is there any area which should be examined for inclusion in the future? Library Strategic Plan 2015-2017 DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 Library Advisory Commission Application 5 of 5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, official on the Internet without first obtaining the written This consent form will not be redacted and will be attached The full code can be read here: Read the code, and check only ONE option below: _ I give Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ____ Home / ____ Office Phone: ___________________________________________________ E-mail: ____________________________________________ The phone number / address can be non-public and different than the address collected on page one. Signature: Date: (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 DocuSign Envelope ID: 5F17C6BE-2F7D-43B2-B6C1-239079709171 Library Advisory Commission Application 1 of 5 Application Deadline: April 4, 2017 at 4:30 pm Personal Information Note: The LAC regularly meets the fourth Thursday of the every other month at 7:00 p.m. Name: Address: Cell Phone: ____ Home / ____ Office Phone: E-mail: Are you a Palo Alto Resident? ____ Yes ____ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ____ Yes ____ No Are you available and committed to complete the term applied for? ____ Yes ____ No California state law and the Ci require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? ____ Yes ____ No Excluding your principal residence, do or your spouse you own real property in Palo Alto? ___ Yes ___ No How did you learn about this vacancy? ____ Community Group ____ Email from City Clerk ____ Palo Alto Weekly ____ Daily Post ____ City Website ____ Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: DocuSign Envelope ID: A87DCD0E-87F0-406F-B120-3E7884FEE13D Library Advisory Commission Application 2 of 5 Employment Present or Last Employer: Occupation: Describe your involvement in community activities, volunteer and civic organizations: 1. What is it about the Library Advisory Commission that is compatible with your experience and of specific interest to you, and why? DocuSign Envelope ID: A87DCD0E-87F0-406F-B120-3E7884FEE13D Library Advisory Commission Application 3 of 5 2. Please describe an issue that recently came before the Commission that is of particularinterest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived from the Midpen Media Center: 3. If appointed, what specific goals would you like to see the Library Advisory Commission achieve, and why? How would you suggest accomplishing this? DocuSign Envelope ID: A87DCD0E-87F0-406F-B120-3E7884FEE13D Library Advisory Commission Application 4 of 5 4. Library Advisory Commission Members work with the document listed below. Are there any areas of this plan which you feel are more relevant/valued by the community? Why? As a potential Commissioner, is there any area which should be examined for inclusion in the future? Library Strategic Plan 2015-2017 DocuSign Envelope ID: A87DCD0E-87F0-406F-B120-3E7884FEE13D Library Advisory Commission Application 5 of 5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, official on the Internet without first obtaining the written This consent form will not be redacted and will be attached The full code can be read here: Read the code, and check only ONE option below: _ I give Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ____ Home / ____ Office Phone: ___________________________________________________ E-mail: ____________________________________________ The phone number / address can be non-public and different than the address collected on page one. Signature: Date: (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your DocuSign Envelope ID: A87DCD0E-87F0-406F-B120-3E7884FEE13D Library Advisory Commission Application 1 of 5 Application Deadline: April 4, 2017 at 4:30 pm Personal Information Note: The LAC regularly meets the fourth Thursday of the every other month at 7:00 p.m. Name: Address: Cell Phone: ____ Home / ____ Office Phone: E-mail: Are you a Palo Alto Resident? ____ Yes ____ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ____ Yes ____ No Are you available and committed to complete the term applied for? ____ Yes ____ No California state law and the Ci require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3)be affected by decisions of the board or commission you are applying for? ____ Yes ____ No Excluding your principal residence, do or your spouse you own real property in Palo Alto? ___ Yes ___ No How did you learn about this vacancy? ____ Community Group ____ Email from City Clerk ____ Palo Alto Weekly ____ Daily Post ____ City Website ____ Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: DocuSign Envelope ID: 988577D7-7F19-44D2-8E34-30A0AD754B5B Library Advisory Commission Application 2 of 5 Employment Present or Last Employer: Occupation: Describe your involvement in community activities, volunteer and civic organizations: 1. What is it about the Library Advisory Commission that is compatible with your experience and of specific interest to you, and why? DocuSign Envelope ID: 988577D7-7F19-44D2-8E34-30A0AD754B5B Library Advisory Commission Application 3 of 5 2. Please describe an issue that recently came before the Commission that is of particularinterest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived from the Midpen Media Center: 3. If appointed, what specific goals would you like to see the Library Advisory Commission achieve, and why? How would you suggest accomplishing this? DocuSign Envelope ID: 988577D7-7F19-44D2-8E34-30A0AD754B5B Library Advisory Commission Application 4 of 5 4. Library Advisory Commission Members work with the document listed below. Are there any areas of this plan which you feel are more relevant/valued by the community? Why? As a potential Commissioner, is there any area which should be examined for inclusion in the future? Library Strategic Plan 2015-2017 DocuSign Envelope ID: 988577D7-7F19-44D2-8E34-30A0AD754B5B Library Advisory Commission Application 5 of 5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, official on the Internet without first obtaining the written This consent form will not be redacted and will be attached The full code can be read here: Read the code, and check only ONE option below: _ I give Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ____ Home / ____ Office Phone: ___________________________________________________ E-mail: ____________________________________________ The phone number / address can be non-public and different than the address collected on page one. Signature: Date: (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your DocuSign Envelope ID: 988577D7-7F19-44D2-8E34-30A0AD754B5B City of Palo Alto (ID # 8027) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Proclamation in Honor of the Comp Plan Citizens Advisory Committee Title: Proclamation Honoring the Comprehensive Plan Update Citizens Advisory Committee From: City Manager Lead Department: Planning and Community Environment Attachments: Attachment A: Proclamation Honoring the Comprehensive Plan Update Citizens Advisory Committee (DOCX) Proclamation Honoring the Comprehensive Plan Citizens Advisory Committee for Outstanding Public Service WHEREAS, the Comprehensive Plan is the primary tool for guiding preservation and development in Palo Alto and the City Council initiated the Comprehensive Plan Update process in 2008 and expanded the process in 2014 to solicit greater public engagement; and WHEREAS, on April 27, 2015 the City Council directed the appointment of a Citizens Advisory Committee (CAC) to assist with the evaluation of community input and preparation of a revised draft Comprehensive Plan for City Council review; and WHEREAS, the CAC was to consist of 22 community members to represent a diversity of interests, including three ex officio members representing the Planning and Transportation Commission, the Palo Alto Unified School District and Stanford University; and WHEREAS, the CAC based their work upon their review of the existing Comprehensive Plan, the Planning and Transportation Commission’s recommended revisions, the City Council’s direction on the vision and goals, as well as substantial input from members of the public received in person, in writing, and through the “digital commenter”; and WHEREAS, the CAC has dedicated a significant number of hours in the preparation for and detailed discussions at 23 regular meetings and 29 subcommittee meetings on the draft Comprehensive Plan Elements; and WHEREAS, the CAC has completed their review and provided invaluable insights and recommendations to guide the preparation of the Comprehensive Plan Update and the City Council wishes to recognize the CAC members for their outstanding efforts. NOW, THEREFORE, I, H. Gregory Scharff, Mayor of the City of Palo Alto, on behalf of the City Council do hereby proclaim appreciation for outstanding public service to current members: Co-Chair Dan Garber, Co-Chair Arthur Keller, Len Filppu, Annette Glanckopf, Jennifer Hetterly, Hamilton Hitchings, Shani Kleinhaus, Stephen Levy, Don McDougall, Whitney McNair, Julia Moran, Bonnie Packer, Lisa Peschcke- Koedt, Doria Summa, Amy Sung, Jason Titus, Elaine Uang, Ellen Uhrbrock, and Alex Van Riesen; and former members: Heidi Emberling, Adrian Fine, Jared Jacobs, Lydia Kou, Mark Nadim and Bob Wenzlau for the services and contributions rendered to the Palo Alto community as Comprehensive Plan Update Citizens Advisory Committee Members. Presented: June 5, 2017 ______________________________ H. Gregory Scharff Mayor CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 5, 2017 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the May 15, 2017 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: Attachment A: 05-15-17 DRAFT Action Minutes (DOCX) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 10 Special Meeting May 15, 2017 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:06 P.M. Present: DuBois, Filseth, Fine, Holman, Kniss arrived at 5:10 P.M., Kou, Scharff, Tanaka joined at 5:09 P.M., Wolbach Participating remotely: DuBois participating from Ohio Living Lake Vista, Conference Room, 44 Heron Circle, Cortland, OH 44410. Participating remotely: Tanaka participating from Washington Hilton Hotel, Embassy Meeting Room, 1919 Connecticut Ave NW, Washington, DC 20009. Absent: Closed Session A. CONFERENCE WITH CITY ATTORNEY Existing Litigation - 1 Matter Authority: Government Code Section 54956.9(d)(1) Buena Vista MHP Residents Association v. City of Palo Alto, et al. Santa Clara County Superior Court, Case No. 115CV284763. MOTION: Council Member Wolbach moved, seconded by Council Member Fine to go into Closed Session. MOTION PASSED: 7-0 Kniss, Tanaka absent Council went into Closed Session at 5:06 P.M. Council returned from Closed Session at 6:10 P.M. Mayor Scharff announced no reportable action. Agenda Changes, Additions and Deletions None. DRAFT ACTION MINUTES Page 2 of 10 City Council Meeting Draft Action Minutes: 5/15/17 Minutes Approval 1. Approval of Action Minutes for the May 1, 2017 Council Meeting. MOTION: Vice Mayor Kniss moved, seconded by Mayor Scharff to approve the Action Minutes for the May 1, 2017 Council Meeting. MOTION PASSED: 9-0 Consent Calendar Staff requests Agenda Item Number 3- Adoption of a Resolution Summarily Vacating… be continued to a date uncertain. MOTION: Vice Mayor Kniss moved, seconded by Council Member Wolbach to approve Agenda Item Numbers 2 and 4. 2. Approval and Authorization for the City Manager to Execute Contract Number C17167501 With Daleo, Inc. in the Amount of $5,735,538 for Water Main Replacement Project 26, Capital Improvement Program (WS-12001) in the Downtown North, University South, and Old Palo Alto Neighborhoods; and Approval of an Amendment to the FY 2017 Budget in the Amount of $885,976 Along With an Equivalent Decrease in the Water Fund Capital Reserve. 3. Adoption of a Resolution Summarily Vacating Public Utility Easement at 144 Kellogg Avenue. 4. Approval of Amendment Number One to Contract Number C14152828 With MV Transportation to Extend the Term for two Years for $625,980 to Operate the Palo Alto Free Shuttle Service on the Existing Crosstown Shuttle Route Until June 2019; and Approval of a Budget Amendment in the General Fund. MOTION PASSED: 8-1 Kou no Action Items 5. Comprehensive Plan Update: Review of the Draft Natural Environment, Safety, and Business & Economics Elements Recommended by the Citizens Advisory Committee. DRAFT ACTION MINUTES Page 3 of 10 City Council Meeting Draft Action Minutes: 5/15/17 1. Safety Element Revisions MOTION: Mayor Scharff moved, seconded by Council Member Fine to direct Staff to prepare a revised draft of the Safety Element for referral to the Planning and Transportation Commission incorporating the following change, consolidate programs in the Safety Element where feasible to establish a balance between policies and programs similar to other elements. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Policy S-3.2 or S-3.3, ‘vapor intrusion prevention.’” (New Part B) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Program S1.7.2, ‘if feasible’ before ‘this includes.’” (New Part C) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “update Program S2.6.2 to include ‘explore’ in the second sentence.’” (New Part D) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Policy S-1.3, ‘as needed’ after ‘development proposals.’” (New Part E) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Policy S-1.9, ‘including in context of climate change and sea level rise.’” (New Part F) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace Program S2.14.3 with, ‘periodically update the Fire Department’s Standards of Cover document.’” (New Part G) AMENDMENT: Council Member Kou moved, seconded by Council Member XX to replace the Motion Part C with, “remove from Program S1.7.2, ‘7.9 magnitude.’” AMENDMENT RESTATED AND INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to replace the Motion Part C with, “remove from Program S1.7.2, ‘this includes remaining fully operational after a catastrophic (7.9 magnitude) earthquake, other natural disasters, moderate terrorist attack or crisis.’” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace Program S2.6.2 DRAFT ACTION MINUTES Page 4 of 10 City Council Meeting Draft Action Minutes: 5/15/17 with ‘continue to use a seismic bonus and Transferable Development Rights (TDR) Ordinance for seismic retrofits for eligible structures in the Commercial Downtown (CD) zone.’” (New Part H) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add a program, ‘evaluate the Transferable Development Rights (TDR) Ordinance so that transferred development rights may be used only for residential development on the receiver sites.’” (New Part I) AMENDMENT: Council Member Holman moved, seconded by Council Member Kou to add to the Motion, “remove Program S2.6.1.” AMENDMENT FAILED: 3-6 Holman, Fine, Kou yes AMENDMENT: Council Member Holman moved, seconded by Council Member XX to add to the Motion, “add to Policy S-3.3, ‘the City to identify’ after ‘development review.’” AMENDMENT FAILED DUE TO THE LACK OF A SECOND AMENDMENT: Council Member Holman moved, seconded by Council Member XX to add to the Motion, “add to Policy S-3.9, ‘requiring’ after ‘waste generation through.’” AMENDMENT RESTATED AND INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Policy S-3.9, ‘increased’ with ‘requiring.’” (New Part J) AMENDMENT: Council Member Holman moved, seconded by Council Member Filseth to add to the Motion, “add a Policy, ‘evaluate the Carbon Dioxide (CO2) impacts of construction and demolition and consider ways to mitigate those impacts.’” INCORPORATED INTO THE AMENDMENT WITH THE CONSENT OF THE MAKER AND SECONDER to replace in the Amendment, “Policy” with “Program.” AMENDMENT RESTATED: Council Member Holman moved, seconded by Council Member Filseth to add to the Motion, “add a Program, ‘evaluate the Carbon Dioxide (CO2) impacts of construction and demolition and consider ways to mitigate those impacts.’” AMENDMENT WITHDRAWN BY THE MAKER DRAFT ACTION MINUTES Page 5 of 10 City Council Meeting Draft Action Minutes: 5/15/17 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “remove from Program S2.6.3, ‘to include sunset dates by which transfer obligations must be fulfilled.’” (New Part K) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion Part I, “only.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion “add to Program S1.7.2, ‘as an essential service building’ after ‘Public Safety building.’” (New Part L) MOTION AS AMENDED RESTATED: Mayor Scharff moved, seconded by Council Member Fine to direct Staff to prepare a revised draft of the Safety Element for referral to the Planning and Transportation Commission incorporating the following changes: A. Consolidate programs in the Safety Element where feasible to establish a balance between policies and programs similar to other elements; and B. Add to Policy S-3.2 or S-3.3, “vapor intrusion prevention;” and C. Remove from Program S1.7.2, “this includes remaining fully operational after a catastrophic (7.9 magnitude) earthquake, other natural disasters, moderate terrorist attack or crisis;” and D. Update Program S2.6.2 to include “explore” in the second sentence; and E. Add to Policy S-1.3, “as needed” after “development proposals;” and F. Add to Policy S-1.9, “including in context of climate change and sea level rise;” and G. Replace Program S2.14.3 with, “periodically update the Fire Department Standards of Cover document;” and H. Replace Program S2.6.2 with “continue to use a seismic bonus and Transferable Development Rights (TDR) Ordinance for seismic retrofits for eligible structures in the Commercial Downtown (CD) zone;” and I. Add a program, “evaluate the Transferable Development Rights (TDR) Ordinance so that transferred development rights may be used for residential development on the receiver sites;” and DRAFT ACTION MINUTES Page 6 of 10 City Council Meeting Draft Action Minutes: 5/15/17 J. Replace in Policy S-3.9, “increased” with “requiring;” and K. Remove from Program S2.6.3, “to include sunset dates by which transfer obligations must be fulfilled;” and L. Add to Program S1.7.2, “as an essential service building” after “Public Safety building.” AMENDMENT AS AMENDED PASSED: 9-0 2. Natural Environment Element Revisions MOTION: Mayor Scharff moved, seconded by Vice Mayor Kniss to direct Staff to prepare a revised draft of the Natural Environment Element for referral to the Planning and Transportation Commission incorporating the following changes, consolidate park funding and acquisition policies from the Natural Environment Element to the Community Services Element and seek other opportunities to align the elements and reduce redundancies. AMENDMENT: Vice Mayor Kniss moved, seconded by Council Member Holman to add to the Motion, “select 150 feet as the desired stream setback metric Program N3.3.1 in the Natural Environment Element about updating the code to require larger stream setbacks along natural creeks west of Foothill Expressway.” AMENDMENT TO THE AMENDMENT: Mayor Scharff moved, seconded by Vice Mayor Kniss to replace in the Amendment, “select 150” with “explore 150.” AMENDMENT TO THE AMENDMENT PASSED: 6-3 Filseth, Holman, Kou no AMENDMENT AS AMENDED RESTATED: Vice Mayor Kniss moved, seconded by Council Member Holman to add to the Motion, “explore 150 feet as the desired stream setback metric for Program N3.3.1 in the Natural Environment Element about updating the code to require larger stream setbacks along natural creeks west of Foothill Expressway.” (New Part B) AMENDMENT AS AMENDED PASSED: 9-0 Council Member DuBois left the meeting at 9:10 P.M. DRAFT ACTION MINUTES Page 7 of 10 City Council Meeting Draft Action Minutes: 5/15/17 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N6.12.2, ‘forums to ensure that future activities” with “forums and engage with other governmental agencies and representatives to ensure that activities.” (New Part C) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N1.7.2, ‘and domestic’ with ‘feral and stray.’” (New Part D) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “remove from Program N1.4.1, ‘sources may include the California Natural Diversity Database, as updated in accordance with federally- and State recognized organizations, including the United States Fish and Wildlife Service and California Department of Fish and Wildlife, as well as the California Native Plant Society and the Audubon Society.’” (New Part E) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Policy N-4.8., ‘by reducing’ with ‘by exploring ways to reduce.’” (New Part F) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Natural Environment Vision Statement, ‘urban forest’ after ‘creeks, parks.’” (New Part G) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to the Natural Environment Vision Statement, ‘and health’ after ‘provide ecological.’” (New Part H) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N3.3.1, ‘at least 25 feet’ with ‘at least 30.’” (New Part I) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “direct Staff to provide clarity for the last two bullet points in Program N3.3.1.” (New Part J) AMENDMENT: Council Member Holman moved, seconded by Council Member Kou to add to the Motion, “direct Planning and Community Environment Staff to explore with the City Attorney’s Office implementing maximum decibel (dB) levels in residential and commercial areas. AMENDMENT FAILED: 3-5 Filseth, Holman, Kou yes, Dubois absent DRAFT ACTION MINUTES Page 8 of 10 City Council Meeting Draft Action Minutes: 5/15/17 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N6.3.3, ‘appropriateness’ with ‘effectiveness.’” (New Part K) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Program N6.7.1, ‘in the Noise Ordinance’ after ‘review procedures.’” (New Part L) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “add to Program N7.2.2, ‘including the Carbon Dioxide (CO2) emissions of construction materials and demolition’ after ‘greenhouse gases.’” (New Part M) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N1.10.2, ‘pursue’ with ‘explore’ and remove ‘such as Renzel Wetlands and the Gamble House and Gardens as public parks to preserve the community serving purpose of these areas into the future.’” (New Part N) AMENDMENT: Council Member Holman moved, seconded by Council Member Filseth to add to the Motion, “add at the beginning of Policy N-2.1, ‘recognize the Urban Forest as Infrastructure and’ and update Policy N-2.2 in line with this change.” AMENDMENT WITHDRAWN BY THE MAKER INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “direct Staff to ensure the Comprehensive Plan language is consistent with prior Council direction regarding Urban Forest as infrastructure.” (New Part O) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “replace in Program N2.1.1, ‘remain relevant’ with ‘set leading standards for tree health practices.’” (New Part P) MOTION AS AMENDED RESTATED: Mayor Scharff moved, seconded by Vice Mayor Kniss to direct Staff to prepare a revised draft of the Natural Environment Element for referral to the Planning and Transportation Commission incorporating the following changes: A. Consolidate park funding and acquisition policies from the Natural Environment Element to the Community Services Element and seek other opportunities to align the elements and reduce redundancies; and DRAFT ACTION MINUTES Page 9 of 10 City Council Meeting Draft Action Minutes: 5/15/17 B. Explore 150 feet as the desired stream setback metric for Program N3.3.1 in the Natural Environment Element about updating the code to require larger stream setbacks along natural creeks west of Foothill Expressway; and C. Replace in Program N6.12.2, “forums to ensure that future activities” with “forums and engage with other governmental agencies and representatives to ensure that activities;” and D. Replace in Program N1.7.2, “and domestic” with “feral and stray;” and E. Remove from Program N1.4.1, “sources may include the California Natural Diversity Database, as updated in accordance with federally- and State recognized organizations, including the United States Fish and Wildlife Service and California Department of Fish and Wildlife, as well as the California Native Plant Society and the Audubon Society;” and F. Replace in Policy N-4.8., “by reducing” with “by exploring ways to reduce;” and G. Add to Natural Environment Vision Statement, “urban forest” after “creeks, parks;” and H. Add to the Natural Environment Vision Statement, “and health” after “provide ecological;” and I. Replace in Program N3.3.1, “at least 25 feet” with “at least 30;” and J. Direct Staff to provide clarity for the last two bullet points in Program N3.3.1; and K. Replace in Program N6.3.3, “appropriateness” with “effectiveness;” and L. Add to Program N6.7.1, “in the Noise Ordinance” after “review procedures;” and M. Add to Program N7.2.2, “including the Carbon Dioxide (CO2) emissions of construction materials and demolition” after “greenhouse gases;” and N. Replace in Program N1.10.2, “pursue” with “explore” and remove “such as Renzel Wetlands and the Gamble House and Gardens as public parks to preserve the community serving purpose of these areas into the future;” and DRAFT ACTION MINUTES Page 10 of 10 City Council Meeting Draft Action Minutes: 5/15/17 O. Direct Staff to ensure the Comprehensive Plan language is consistent with prior Council direction regarding Urban Forest as infrastructure; and P. Replace in Program N2.1.1, “remain relevant” with “set leading standards for tree health practices.” MOTION AS AMENDED PASSED: 8-0 DuBois absent Council Member Tanaka left the meeting at 10:07 P.M. 3. Business and Economics Element Revisions. MOTION: Mayor Scharff moved, seconded Council Member Fine by Continue the Business and Economics Element to the May 22, 2017 Council Meeting. MOTION PASSED: 7-0 DuBois, Tanaka absent Inter-Governmental Legislative Affairs None. Council Member Questions, Comments and Announcements Council Member Wolbach suggested Council consider revising the way Council Minutes are prepared to provide greater clarity to the public. Adjournment: The meeting was adjourned at 10:08 P.M. City of Palo Alto (ID # 7954) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Contract for FY 2017 Lincoln/Middlefield Paving Title: Approval of: (1) a Construction Contract With O'Grady Paving, Inc. in the Amount of $3,686,766 for the FY 2017 Middlefield Road and Lincoln Street Paving, Capital Improvements Program Projects PE-86070, PO-89003, PL-05030, PL-00026, PL-12000; (2) Deductive Change Order Number One With O'Grady Paving, Inc. in the Amount of $165,280; and (3) Approval of Budget Amendments in the General Fund, the Capital Improvement Fund, and the Transportation Impact Fee Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with O’Grady Paving, Inc. (Attachment A) in an amount not to exceed $3,686,766 for Palo Alto FY 2017 Lincoln Avenue and Middlefield Road Resurfacing Project (Capital Improvement Program projects PE-86070, PO-89003, PL-05030, PL-00026, and PL-12000); and 2. Approve and authorize the City Manager or his designee to execute, the attached deductive Change Order No. One to the contract with O’Grady Paving, Inc.(Attachment B) in the amount of $165,280 to reflect negotiated cost savings measures to be incorporated into the project; and 3. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with O’Grady Paving, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $352,148. City of Palo Alto Page 2 4. Amend the Fiscal Year 2017 Budget Appropriation for the Capital Improvement Fund by: a. Increasing the Traffic Signal and Intelligent Traffic Systems project PL- 05030 appropriation by $151,000, b. Increasing the transfer from the General Fund by $100,000, and c. Increasing the transfer from the Transportation Impact Fee Fund by $51,000. 5. Amend the Fiscal Year 2017 Budget Appropriation for the General Fund by: a. Decreasing the Planning and Transportation Contingency by $100,000, and b. Increasing the transfer to the Capital Improvement Fund by $100,000. 6. Amend the Fiscal Year 2017 Budget Appropriation for the Transportation Impact Fee Fund by: a. Decreasing the Citywide Transportation Impact Fee Fund Ending Fund Balance by $51,000, and b. Increasing the transfer to the Capital Improvement Fund by $51,000. Background Public Works Engineering Services Division manages construction contracts for concrete repair, preventive maintenance, resurfacing and reconstruction of various City streets annually. In more recent years, additional Capital Improvement Program (CIP) projects are being built through the annualized resurfacing contracts due the complexity of construction and benefit of being included in a larger project. The candidate streets are surveyed biennially by Public Works Engineering staff and rated by a computerized pavement maintenance management system (PMMS) and by the Metropolitan Transportation Commission’s (MTC) pavement analysis program. All streets have been coordinated with the City’s Utilities Department and Planning and Community Environment Department’s Transportation Division to City of Palo Alto Page 3 minimize the cutting of newly resurfaced streets. Extensive public outreach will be conducted before and during the construction phase to keep the community informed throughout the process, including flyers sent to adjacent residences and businesses and notices posted on Nextdoor and the City’s website. Discussion Project Description Staff recommends approval of this street resurfacing contract and implementation this fiscal year as part of an enhanced program to improve the condition of Palo Alto’s streets. This project is the result of an increase in funding by City Council specifically for the completion of the paving of Alma Street and Middlefield Road by the end of FY 2017. The $3,521,486 expenditure for this contract will be used to repave 2.5 lane miles of high-use arterial streets with rubberized asphalt concrete (RAC) and 1.1 lane miles of residential street. This will continue moving the City’s Pavement Condition Index (PCI) toward the goal of a citywide average PCI of 85, with no street below 60, by the end of 2019. The portions of Lincoln Avenue and Middlefield Road being resurfaced in this contract are shown in Attachment C. Additional maps of the FY 2017 Street Maintenance Program and current five-year plan for street repaving are available on the Street Maintenance Program homepage located at www.cityofpaloalto.org/streets. Middlefield Road from Forest Avenue to Lowell Avenue will be reconstructed with continuous exposed curb and gutters to match the adjacent section north of Forest Avenue to Hamilton Avenue, constructed in the FY 2016 Alma Street and Middlefield Road Paving Project. The majority of the 8,350 lineal feet of curbs and gutters being replaced with this project are on this section of Middlefield Road. All driveway aprons will be replaced as part of the gutter installation and widened as needed. All street corners will receive new concrete curb ramps to comply with current ADA standards. The asphalt roadway will be milled up to three inches and repaved with RAC. The Lincoln Avenue work in this project is from Middlefield Road to Bryant Street. The storm drain main replacement project was complete in February 2017 and the road is ready for repaving. The road surface will be milled to the concrete base and resurfaced with hot mix asphalt concrete. Any damaged concrete road base will be replaced along with specific sections of damaged curbs, gutters and City of Palo Alto Page 4 sidewalks. All street corners will receive new concrete curb ramps to comply with current ADA standards. The remaining portion of Alma Street (Melville Avenue to Palo Alto Avenue) has been postponed to FY 2018 to coordinate proposed striping changes to Alma Street by the Transportation Division. Complete Street Improvements As part of continuing efforts to create complete streets and implement the Palo Alto Bicycle + Pedestrian Transportation Plan, the City seeks to improve accommodations for active transportation users when resurfacing city streets, systematically improving roadways by leveraging regularly programmed maintenance activities. This project provides an opportunity for incremental improvements along Middlefield Road between Forest Avenue and Lowell Avenue. In December 2015, Transportation Division staff met with neighborhood residents and in January 2016 discussed the projects in detail at the meeting of Palo Alto Bicycle Advisory Committee (PABAC) held at City Hall, hosted a two-hour public open house at Lucie Stern Community Center and met with the Jordan Middle School PTA. In June 2016 staff hosted a follow-up public open house at City Hall. Prior to the public open house, the Transportation Division conducted daytime and nighttime on-street parking occupancy surveys and developed illustrations and photo simulations. At the public meeting, several potential cross-sections for Middlefield Road were presented to the public for consideration. Options considered for Middlefield Road included the modification of on-street parking to add Class II bicycle lanes or shared-lanes with sharrow markings. Based on community feedback received at the open house, plans were refined to incorporate measures which reduce speeds, improve visibility, and introduce new bicycle and pedestrian connections. Continuous Class II bicycle lanes along the Middlefield Road corridor were withdrawn from further consideration. However, a short two-way Class IV separated bikeway remained to connect the two offset legs of North California Avenue adjacent to Jordan Middle School. Revised plans were presented at the June 2016 public open house at City Hall. There were over 20 attendees and input was offered on specific safety and traffic operation concerns. City of Palo Alto Page 5 In summer 2016, the first phase of this project was implemented between Lowell Avenue and Oregon Expressway. The 2017 phase of the project, implemented through the subject contract’s scope of work, will introduce similar striping treatments along with: New Crosswalk: At Kellogg Avenue and Middlefield Road, a new crosswalk will be installed with a sidewalk extension, or “bulb-out” to shorten the crossing distance between curbs. This linkage will strengthen pedestrian connectivity between residential neighborhoods, Rinconada Park, Lucie Stern Community Center, the Junior Museum & Zoo, and Walter Hays Elementary School. Rationalized Intersection: At Embarcadero Road and Middlefield Road, the lane configuration will be altered to match demand and improve operations for all modes. New left-turn lanes will be added on both northbound and southbound Middlefield Road, enabling more efficient traffic signal timing. Additionally, the bicycle connection between Coleridge Avenue and Walter Hays Elementary School will be formalized to initiate the connection to Rinconada Park envisioned in the 2012 Bicycle + Pedestrian Transportation Plan. This will be done through the construction of a Dutch-style protected intersection, with enhanced bicycle and pedestrian circulation between all four corners of the intersection. Bid Process On April 6, 2017, a notice inviting formal bids (IFB) for the Palo Alto FY 2017 Lincoln Avenue and Middlefield Road Resurfacing Project was posted at City Hall and sent to 7 builder’s exchanges and 550 contractors through the City’s eProcurement system. The bidding period was 28 calendar days. Bids were received from one contractor on May 2, 2017 as listed on the attached Bid Summary (Attachment D). Summary of Bid Process Bid Name/Number Palo Alto FY 2017 Lincoln Avenue and Middlefield Road Resurfacing Project Proposed Length of Project 120 calendar days Number of Bid Packages Downloaded by Builder’s 10 City of Palo Alto Page 6 Exchanges Number of Bid Packages Downloaded by Contractors 14 Total Days to Respond to Bid 28 Pre-Bid Meeting? No Number of Bids Received: 1 Bid Price Range $3,686,766 Staff has reviewed the bid submitted and recommends the bid of $3,686,766 submitted by O’Grady Paving, Inc. be accepted, and O’Grady Paving, Inc. be declared the lowest responsible bidder. The low bid is 27% percent above the engineer’s estimate of $2,912,074. The elevated bid prices are attributed to a number of factors. Through conversations with the bidding contractor and other contractors, staff learned that the single bid received higher than expected bid price can be attributed to the reduced work hours for arterial roadways (9:00 am – 4:00 pm), contract requirements for milling and paving roads on Saturdays (additional labor costs), lack of availability for contractors due to overlap with their other projects, and the relatively short 120 calendar days allowed to complete the contract (ensuring favorable paving weather). Although increased costs for these considerations were factored into the engineer’s estimate for the project, bids came in even higher as described above. Staff believes the increased expenditure is acceptable, as it allows the City’s progress toward its citywide pavement condition goal to remain on schedule and will repair these especially busy sections of roadway with minimal inconvenience to the residents of Palo Alto. Staff reviewed other similar projects performed by the lowest responsible bidder, O’Grady Paving, Inc., including projects performed for the City and did not find any significant complaints. Staff also checked with the Contractor's State License Board and found the contractor to have an active license on file. Initial Deductive Contract Change Order City of Palo Alto Page 7 As the low bid exceeds the budget established for the Transportation Division improvements, Public Works Engineering Services (PWE) staff has been meeting with Transportation staff to identify cost-saving changes that can be made to the project design to reduce construction costs without sacrificing project quality or functionality. In discussions with the low bidder, staff has negotiated a deductive change order that will eliminate or modify several non-essential components of the project without significantly affecting its functionality. For example, bid items for the entire rectangular rapid flashing beacon assembly (RRFB) at Kellogg Avenue and Middlefield Road were much higher than expected. The Engineer’s estimate was approximately $35,000 and the bid was approximately $180,000. Transportation Division believes that removal of the RRFB from this location will not significantly affect safety or visibility of pedestrians since a sidewalk curb extension is also being constructed at this intersection, complete with high- visibility striping and warning signs. Construction of the sidewalk curb extension will not preclude potential future installation of RRFB. Staff recommends that Council approve, and authorize the City Manager or his designee to execute, the attached deductive Change Order No. One with O’Grady Paving, Inc. in the amount of $165,280 that will be applicable concurrently with the construction contract. As modified by Change Order No. One, the base construction cost is $3,521,486. In addition, staff requests authority to execute future change orders to the contract with O’Grady Paving, Inc. in the amount of $352,148 (10 percent of the net contract amount following execution of Change Order No. One) for related, additional but unforeseen work which may develop during the project. Resource Impact Funding for the FY 2017 Lincoln Avenue and Middlefield Road Resurfacing Project is available in Capital Improvement Program projects PE-86070 Street Resurfacing Program; PO-89003 Sidewalk Repairs; PL-00026 Safe Routes to School and PL- 12000 Parking and Transportation Improvements. An additional appropriation of $151,000 is required for CIP Project PL-05030, Traffic Signal and Intelligent Transportation System Upgrades, to provide traffic signal video equipment for this project. Staff requests Council approval of a budget amendment, transferring $100,000 from the Planning and Transportation Contingency and $51,000 from City of Palo Alto Page 8 the Citywide Transportation Impact Fee Fund to PL-05030. With the additional appropriations, the funding allocation is as follows: Funding Source Contract Contingency Total Encumbrance PE-86070 $2,329,103 $232,910 $2,562,013 PO-89003 $411,699 $41,170 $452,869 PL-05030 $194,545 $19,455 $214,000 PL-00026 $313,411 $31,341 $344,752 PL-12000 $272,728 $27,272 $300,000 Total $3,521,486 $352,148 $3,873,634 Policy Implications Comprehensive Plan goals, policies, and programs that support the implementation of this project include: Goal T-3: Facilities, Services, and Programs the Encourage and Promote Walking and Bicycling. Policy T-14: Improve pedestrian and bicycle access to and between local destinations, including public facilities, schools, parks, open space, employment districts, shopping centers, and multi-modal transit stations. Policy T-24: Maintain a hierarchy of streets that includes freeways, expressways, arterials, residential arterials, collectors, and local streets. Policy T-25: When constructing or modifying roadways, plan for usage of the roadway space by all users, including motor vehicles, transit vehicles, bicyclists, and pedestrians. City of Palo Alto Page 9 Policy T-28: Make effective use of the traffic-carrying ability of Palo Alto’s major street network without compromising the need of pedestrians and bicyclists also using this network. Program T-39: Maintain the current program of not adding traffic signals on Alma Street north of Lytton Avenue and south of Channing Avenue to Churchill Avenue and on Middlefield Road north of Lytton Avenue and south of Channing Avenue to Embarcadero Road. Goal T-5: A Transportation System with Minimal Impacts on Residential Neighborhoods Policy T-30: Reduce the impacts of through-traffic on residential areas by designating certain streets as residential arterials. Program T-41: The following roadways are designated as residential arterials. Treat these streets with landscaping, medians, and other visual improvements to distinguish them as residential streets, in order to reduce traffic speeds. • Middlefield Road (between San Francisquito Creek and San Antonio Road) Goal T-6: A High Level of Safety for Motorists, Pedestrians, and Bicyclists on Palo Alto Streets. Policy T-39: To the extent allowed by law, continue to make safety the first priority of citywide transportation planning. Prioritize pedestrian, bicycle, and automobile safety over vehicle level-of-service at intersections. Environmental Review Street resurfacing projects are categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301c of the CEQA Guidelines as repair, maintenance and/or minor alteration of the existing facilities and no further environmental review is necessary. Attachments: Attachment A: Contract C17168061 - O'Grady Paving Inc City of Palo Alto Page 10 Attachment B: Deductive Change Order #1 Attachment C: Project Limits Attachment D: Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C17168061 City of Palo Alto Lincoln Avenue and Middlefield Road Resurfacing Project Attachment A Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co‐operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON‐DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non‐Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON‐APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 5, 2017 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and O’GRADY PAVING, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a General Contractor duly organized and in good standing in the State of California, Contractor’s License Number 201696 and Department of Industrial Relations Registration Number 1000003381. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On May 2, 2017, City issued an Invitation for Bids (IFB) to contractors for the Lincoln Avenue and Middlefield Road Resurfacing Project. In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Lincoln Avenue and Middlefield Road Resurfacing Project, located at Various Streets, Palo Alto, CA. 94301("Project"). Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non‐Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre‐Qualification Statements, Pre‐Qualification Statement, and Pre‐ Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co‐operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . Within One Hundred Twenty calendar days (120) after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Three Million Six Hundred Eighty Six Thousand Seven Hundred Sixty Six Dollars ($3,686,766). [This amount includes the Base Bid and Additive Alternates_____.] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well‐supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third‐party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON‐DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co‐tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Holly Boyd AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: O'grady Paving, Inc. Attn: Craig Young 2513 Wyandotte Street Mountain View, Ca 94043 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty‐five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close‐out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close‐out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as‐built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non‐Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take‐offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non‐City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON‐APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self‐insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854‐compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii)At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv)If the certified payroll records are not produced to the project manager within the 10‐day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v)Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ C I 7Y O F ALTO --- CONTRACT CHANGE ORDER CITY OF PALO ALTO DEPARTMENT: PUBLIC WORKS ENGINEERING LINCOLN AVENUE AND MIDDLEFIELD ROAD RESURFACING PROJECT Contract Change Order #1 Project Title: Lincoln Avenue and Middlefield Road Resurfacing Project Project No.: PE-86070 Contract Number: Cl7168061 Contractor: O'Grady Paving, Inc. Description of Change Order Background Information: Change Order Justification: Description of Work to be Performed: Incorporates Field Order Number(s): Cost This change order will: D No cost change: N/A D Increase cost by $0.00 0 Decrease cost by -$165,280.00 G/L account number (s): Basis for change in cost: 0 Unit Price(s) 0 Lump sum D Time and Materials D Compensation for Compensable Delay D PAGE 1 OF2 Date: 5/16/2017 Change Order: The low bid received for the project exceed Transportation Division available budget. Public Works Engineering staff, Transportation Divison staff negotiated the terms of this change order with the low bidder to reduce the cost of the project without compromising the quality and functionalality of the project. The contract modification listed below are necessary to lower the project cost to within Transportation Division available project budget. See attached itemization of the cost saving proposals accepted by the City. N/A This change order will: Q No change time D Increase time by ---- ---- D Decrease time by Time days days Excusable Delay days Compensable Delay days ----- The date of completion as of this change order is Thursday, October 26, 2017 1 CONTRACT CHANGE ORDER -REV. FEBRUARY 2013 Attachment B Contract Change Order -continued , CONTRACTOR CERTIFICATION: By signing below, Contractor agrees that this Change Order constitutes full resolution, settlement, accord and satisfaction with respect to any and all pending or future Claims for cost and extensions of time that were asserted, or that could have been asserted, in connection with the Work covered by this Change Order, as more fully set forth in Article 7 of the Contract General Conditions. FAILURE TO EXECUTE: If Contractor fails to promptly execute this Change Order after it has been submitted for Contractor's signature, the City may unilaterally approve this Change Order as set forth in Article 7 of the Contract General Conditions. Contractor may dispute the terms of a unilaterall',0pproved Change Order, in whole or in part, by submitting a Claim in accordance with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order is approved by the City. If Contractor fails to submit a Claim within that 14-day period, with respect to all or part of the unilaterally-approved Change Order, those portions of the Change Order which have not been disputed by timely submission of a Claim shall be deemed to have the same effect as if the Change Order was fully executed by both parties Accepted for City of Palo Alto: By: Title: Date: Scope of Work ~ ., ~ 0 -0 a: iii ~ ;::;: 0 0 Description Amount Reason for Change u:: a: u u Net effect of all changes below: Cost savings implemented to bring project cost within available budget. Reduce Bid item No. 47 -New No. 5 Pull Box from 5 to -$2,550.00 2. Reduce Bid item No. 48 -Trenching/Conduit from 170 -$51,750.00 LF to 55 LF. Delete Bid item No. SO -Install Pull Rope in Conduit. -$1,380.00 Delete Bid item No. 52 -15-TS Pole Foundation. -$27,000.00 Delete Bid item No. 53 -15-TS Pole. -$27,000.00 Reduce Bid item No. 64 -Polaris APS Push Button from -$4,800.00 12 EAto8 EA. Delete Bid item No. 67 -RRFB. -$24,000.00 Delete Bid item No. 68 -Power Control Unit. -$24,000.00 Delete Bid item No. 70 -Solar Powered Rapid -$12,800.00 Rectangular Flashing Beacons. Adjust Bid item No. 109 -Traffic Signal Video $10,000.00 Equipment. Total for this change order -$165,280.00 PAGE 20F 2 CONTRACT CHANGE ORDER -REV. FEBRUARY 2013 16001500 1801700900600800500 700 300 600 600 200 100 500 500 500 1200 1300 200 1600 1700 1600 1400 100 1700 1700 1 1500 1500 1400 400 1000 1300 500 1500 400 100 1100 1100 200 14001300 400 1400 100 200 1200 1200 900 800 600 1000 300 900800 1000 900 800 700600 700 400 500 700 500 700 500 1200 600 1100 400 1100 500 1000 700 600 900800 800 600 1000 800 1000 1000 900 1000 1200 13001200 700 1100 800 900 1100 1700 600 1600 500 1600 1700 600 180 1300 1200 1200 1400 1100 1100 1100 1300 700 1400 1300 1100 1200 800 1400 700 600 1500 16001500 1801700900600800500 700 300 600 600 200 100 500 500 500 1200 1300 200 1600 1700 1600 1400 100 1700 1700 1 1500 1500 1400 400 1000 1300 500 1500 400 100 1100 1100 200 14001300 400 1400 100 200 1200 1200 900 800 600 1000 300 900800 1000 900 800 700600 700 400 500 700 500 700 500 1200 600 1100 400 1100 500 1000 700 600 900800 800 600 1000 800 1000 1000 900 1000 1200 13001200 700 1100 800 900 1100 1700 600 1600 500 1600 1700 600 180 1300 1200 1200 1400 1100 1100 1100 1300 700 1400 1300 1100 1200 800 1400 700 600 1500 Churchil l Avenue Colerid ge Avenue Lowell Avenue Tennyson Avenue Homer Avenue Lane 8 WestLane 7 West Lane 7 East Forest Avenue High Street Emerson Street Channin g Avenue Alma StreetAlma Street gh Street Lane 6 E Lane 11 W La n e 21 Gilman Street Hamil t on Avenue er Street Churchill Avenue Lowell Avenue Tennyson Avenue Melv ill e Avenue Colerid ge AvenueWaverley Street Bryant Street Emerson Street Ke l l o g g A v e n u e Ki n g s l e y A v e n u e Lane A West Lane B West Lane B East Lane D West Lane 59 East Whitman Court Ke l l o g g A v e n u e Embarcadero Road Kingsle y Avenue incoln Avenue Addison Avenue Lincoln Avenue Forest Avenue Downing Lane Homer Avenue Lane D East Lane 39 Lane 56 Hamilton Avenue Webster Street Waverley Street Kipling Street Bryant Street Ramona Street Addison Avenue Scott Street n Street e Street ca Street da Street n Street field Road Forest Avenue ter Street Kellogg Avenue Middlefield Road Byron Street Webster Street Cowper Street Tasso Street Cowper Street Addison Avenue Lincoln Avenue B oyc e A v e n u e Forest Avenue Hamilton Avenue Ho mer Avenue Guinda Street Middlefield Road Channing Avenue C h a n nin g A ve n u e A d d is o n A v e nu e Lin c oln A v e n u e R e g e nt Pl Guinda Street Lincoln Avenue Fulton Street M elville A v en u e Byron Street Kingsley Avenue Melville Avenue F ore st A ve n F orest S o m ers et Pl Fife A v e n u e Coleridge Avenue Lowell Avenue Fulton Street Cowper Street Tennyson Avenue Middlefield Road Newell Roa Guinda Stre Webster Street H arriet Stre et Wils on Stre et C e d a r Stre et H ark er A v e n u eGreen H u tc hin so n A v e n u e H o pkin s A v en u e Embarcadero Road W aln u P arkins o n A v e n u e Pin e Stre et Mark Twa Em Bret Har Addison Avenue Channing Avenue Waverley Street Ten n y son Aven u e C o m m u nity L a n e Emerson Street Street treet ona Street ane 12 W ne 5 E Homer Avenu e C o m m u nity L a n e G re e n wo o d A v e n u e H ark er A v e n u e P arkin s o n A v e n u e Alma Street Alma Street Lincoln Avenue Middlefield Road This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc PROJECT LIMITS 0'706' AT T A C H M E N T C CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2017-05-03 13:26:23 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) Attachment C ATTACHMENT D FY 17 Lincoln Avenue and Middlefield Road Resurfacing Project Bid Summary UNIT COST TOTAL COST UNIT COST TOTAL COST 1 Rubberized Asphalt Overlay: 2,335 TON $160.00 373,600.00$ $148.00 345,580.00$ 2 AC Overlay:1,042 TON $110.00 114,620.00$ $112.00 116,704.00$ 3 PCC Base Repair:775 SF $18.00 13,950.00$ $20.00 15,500.00$ 4 AC/PCC Deep Lift Conform 10,344 SF $25.00 258,600.00$ $21.00 217,224.00$ 5 AC Path for Bicycle Track:1,042 SF $20.00 20,840.00$ $18.00 18,756.00$ 6 AC Milling: 270,242 SF $0.50 135,121.00$ $0.60 162,145.20$ 7 Crack Sealing 31,400 LF $0.50 15,700.00$ $0.60 18,840.00$ 8 Interlayer Membrane 900 LF $3.00 2,700.00$ $5.00 4,500.00$ 9 Reset Utility Box:56 EA $600.00 33,600.00$ $700.00 $ 39,200.00 10 Reset Manhole:26 EA $950.00 24,700.00$ $900.00 23,400.00$ 11 Traffic loops (6x6)25 EA $1,000.00 25,000.00$ $450.00 11,250.00$ 12 Reset Catch Basin:9 EA $1,800.00 16,200.00$ $2,200.00 19,800.00$ 13 Type A Curb and Gutter, 1’ Buried Pan:337 LF $75.00 25,275.00$ $100.00 33,700.00$ 14 Type A vertical curb with 1' exposed gutter pan 8,010 LF $75.00 600,750.00$ $94.00 752,940.00$ 15 6" Vertical Concrete Curb 145 LF $55.00 7,975.00$ $85.00 12,325.00$ 16 4" Bevelled Concrete Curb 192 LF $55.00 10,560.00$ $110.00 21,120.00$ 17 Concrete Valley Gutter - 4' wide 240 LF $150.00 36,000.00$ $130.00 31,200.00$ 18 Concrete Driveway:7,988 SF $16.00 127,808.00$ $20.00 159,760.00$ 19 Concrete Sidewalk:8,121 SF $14.00 113,694.00$ $19.00 154,299.00$ 20 Minor Concrete:35 CY $1,500.00 52,500.00$ $1,000.00 35,000.00$ 21 Controlled Density Fill (CDF):1 CY $4,000.00 4,000.00$ $1,000.00 1,000.00$ 22 Concrete Median:412 LF $8.00 3,296.00$ $95.00 39,140.00$ 23 12" RCP Pipe 40 LF $100.00 4,000.00$ $400.00 16,000.00$ 24 12" HDPE Storm Drain Pipe 59 LF $40.00 2,360.00$ $200.00 11,800.00$ 25 4" Perforated Pipe:94 LF $20.00 1,880.00$ $4.00 376.00$ 26 4" HDPE Cleanout 1 EA $100.00 100.00$ $500.00 500.00$ 27 Type A Curb Ramp:39 EA $4,000.00 156,000.00$ $6,600.00 $ 257,400.00 28 Detectable Warning Surface:325 SF $45.00 14,625.00$ $50.00 16,250.00$ 29 Field Inlet:1 EA $4,000.00 4,000.00$ $2,000.00 2,000.00$ 30 Modify Curb Inlet to Field Inlet:5 EA $3,000.00 15,000.00$ $1,500.00 7,500.00$ 31 Modify Curb Inlet to Junction Box:1 EA $3,000.00 3,000.00$ $1,500.00 1,500.00$ 32 Soil Excavation:40 CY $150.00 6,000.00$ $250.00 10,000.00$ 33 Mulch:6 CY $220.00 1,320.00$ $200.00 1,200.00$ 34 Class 2 A.B.:24 CY $40.00 960.00$ $200.00 4,800.00$ 35 Biofiltration Soil Mix:33 CY $65.00 2,145.00$ $190.00 6,270.00$ 36 Soil Amendment:1,600 SF $0.20 320.00$ $2.00 3,200.00$ 37 Soil Prep:1,600 SF $0.15 240.00$ $1.50 2,400.00$ 38 Adjust Pull Box to Grade:2 EA $500.00 1,000.00$ $300.00 600.00$ 39 5 Gallon Type A Shrub:60 EA $23.00 1,380.00$ $75.00 4,500.00$ 40 1 Gallon Type A Shrub:270 EA $12.00 3,240.00$ $35.00 9,450.00$ 41 15 Gallon New Tree:2 EA $125.00 250.00$ $400.00 800.00$ 42 Drip Irrigation System:1,600 SF $7.00 11,200.00$ $6.00 9,600.00$ 43 Irrigation Controller:1 EA $8,000.00 8,000.00$ $8,000.00 8,000.00$ 44 Irrigation Sleeves:50 LF $10.00 500.00$ $300.00 15,000.00$ 45 Remove Pull Box:3 EA $250.00 750.00$ $300.00 900.00$ 46 New Pull Box Lid:1 EA $250.00 250.00$ $300.00 300.00$ 47 New No. 5 Pull Box:5 EA $500.00 2,500.00$ $850.00 4,250.00$ 48 Trenching/Conduit:170 LF $30.00 5,100.00$ $450.00 76,500.00$ 49 Install New Cable in Existing Conduit:325 LF $10.00 3,250.00$ $120.00 39,000.00$ 50 Install Pull Rope in Conduit:115 LF $1.00 115.00$ $12.00 1,380.00$ 51 Master Arm Pole Foundation:2 EA $1,500.00 3,000.00$ $ 14,000.00 28,000.00$ 52 15-TS Pole Foundation:3 EA $1,000.00 3,000.00$ $9,000.00 27,000.00$ 53 15-TS Pole:3 EA $1,500.00 4,500.00$ $9,000.00 27,000.00$ 54 1-B Pole Foundation:2 EA $500.00 1,000.00$ $6,000.00 12,000.00$ 55 1-Pole:2 EA $1,000.00 2,000.00$ $6,000.00 12,000.00$ 56 PBB Post Foundation:2 EA $500.00 1,000.00$ $3,000.00 6,000.00$ 57 PBB Post:2 EA $500.00 1,000.00$ $2,800.00 $ 5,600.00 58 Relocate PBB Post:1 EA $250.00 250.00$ $5,000.00 5,000.00$ 59 Mast Arm Pole 19-4-100 20' MA 1 EA $7,000.00 7,000.00$ $ 18,000.00 18,000.00$ 60 Mast Arm Pole 19-4-100 30' MA 1 EA $7,500.00 7,500.00$ $ 18,000.00 18,000.00$ 61 12" x 3 Signal Head:14 EA $1,000.00 14,000.00$ $800.00 $ 11,200.00 62 Countdown Ped Head:7 EA $1,000.00 7,000.00$ $600.00 4,200.00$ 63 Relocate Countdown Ped Head:1 EA $500.00 500.00$ $600.00 600.00$ 64 Polaris APS Push Button:12 EA $1,500.00 18,000.00$ $1,200.00 14,400.00$ 65 Luminaires:2 EA $500.00 1,000.00$ $900.00 1,800.00$ 66 Video Detection System with Four (4) Cameras:1 EA $ 40,000.00 40,000.00$ $ 40,000.00 40,000.00$ 67 RRFB:4 EA $500.00 2,000.00$ $6,000.00 24,000.00$ 68 Power Control Unit:4 EA $750.00 3,000.00$ $6,000.00 24,000.00$ 69 Conductors Installed/Spliced:1 LS $ 12,500.00 12,500.00$ $7,000.00 7,000.00$ 70 Solar Powered Rapid Rectangular Flashing Beacons: 4EA $1,000.00 4,000.00$ $3,200.00 12,800.00$ 71 SW-24-2 Sign:4 EA $400.00 1,600.00$ $300.00 1,200.00$ 72 Static Street Name Sign:2 EA $500.00 1,000.00$ $1,200.00 2,400.00$ 73 Miscellaneous Mast Arm Sign:2 EA $250.00 500.00$ $1,000.00 2,000.00$ 74 Remove/Abandon PBB Post & Foundation:4 EA $500.00 2,000.00$ $1,200.00 4,800.00$ 75 Remove & Salvage Existing Signal Head:4 EA $500.00 2,000.00$ $300.00 1,200.00$ O'GRADY PAVING, INC.BID ITEM DESCRIPTION APPROX. QTY UNIT ENGINEER'S ESTIMATE FY 17 Lincoln Avenue and Middlefield Road Resurfacing Project Bid Summary 76 Remove/Abandon Signal Pole w/Mast Arm & Foundation:2EA $2,000.00 4,000.00$ $2,000.00 4,000.00$ 77 Tree Removal: 5 EA $500.00 2,500.00$ $2,000.00 10,000.00$ 78 Recycling of Inert Solid Materials: 3,803 TON $3.00 11,409.00$ $5.00 19,015.00$ 79 Blue Pavement Markers:11 EA $26.00 286.00$ $30.00 330.00$ 80 Curb Paint:200 LF $4.00 800.00$ $3.00 600.00$ 81 Thermo Striping, Caltrans Detail 27B/27C:6,040 LF $2.50 15,100.00$ $0.60 3,624.00$ 82 Thermo Striping, Caltrans Detail 22:2,700 LF $4.00 10,800.00$ $2.00 5,400.00$ 83 Thermo Striping, Caltrans Detail 2:1,600 LF $3.50 5,600.00$ $0.75 1,200.00$ 84 Thermo Striping, Caltrans Detail 8:800 LF $3.50 2,800.00$ $0.50 400.00$ 85 Thermo Striping, Caltrans Detail 38:600 LF $4.00 2,400.00$ $2.00 1,200.00$ 86 Thermo Striping, 12" Yellow:1,961 LF $4.00 7,844.00$ $3.50 6,863.50$ 87 Thermo Striping, 12" White:970 LF $4.00 3,880.00$ $3.50 3,395.00$ 88 Thermoplastic Paving Legends:102 EA $60.00 6,120.00$ $20.00 2,040.00$ 89 Brickwork/Specialty Finishes:738 SF $30.00 22,140.00$ $45.00 33,210.00$ 90 Thermo Striping, Green Sharrows:2 EA $500.00 1,000.00$ $1,200.00 2,400.00$ 91 Thermo Striping, "Detail A" Striping:9 EA $475.00 4,275.00$ $160.00 1,440.00$ 92 3S-K71 Delineators 24 EA $90.00 2,160.00$ $350.00 8,400.00$ 93 Thermo Striping, Caltrans Detail 37B:420 LF $4.00 1,680.00$ $1.50 630.00$ 94 Thermo Striping, Caltrans Detail 37D:200 LF $4.00 800.00$ $2.00 400.00$ 95 Thermo Striping, 24" Yellow:740 LF $8.00 5,920.00$ $7.00 5,180.00$ 96 Thermo Striping, 24" White:392 LF $8.00 3,136.00$ $7.00 2,744.00$ 97 Signage, Remove Existing Sign:6 EA $100.00 600.00$ $60.00 360.00$ 98 Signage, Remove Existing Sign and Post:5 EA $250.00 1,250.00$ $75.00 375.00$ 99 Signage, Install Sign:11 EA $250.00 2,750.00$ $200.00 2,200.00$ 100 Signage, Install Sign and Post:3 EA $500.00 1,500.00$ $300.00 900.00$ 101 Signage, Relocate Sign:4 EA $150.00 600.00$ $250.00 1,000.00$ 102 Traffic Control:1 LS $ 100,000.00 100,000.00$ $ 220,000.00 220,000.00$ 103 Notices:1 LS $ 30,000.00 30,000.00$ $ 25,000.00 25,000.00$ 104 Utility Tie Out Drawings:1 LS $5,000.00 5,000.00$ $3,000.00 3,000.00$ 105 Tree Trimming:50 HRS $250.00 12,500.00$ $250.00 12,500.00$ 106 Planter Area Conform:1 LS $5,000.00 5,000.00$ $ 38,000.00 38,000.00$ 107 Inert recycling containing petromat 2,300 TON $3.00 6,900.00$ $3.00 6,900.00$ 108 Misc. Transportation Improvements:1 LS $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ 109 Traffic Signal Video Equipment 1 LS $ 150,000.00 150,000.00$ $ 120,000.00 120,000.00$ 110 HMA AC Conforms 6,500 SF $4.00 26,000.00$ $6.00 39,000.00$ 2,912,074.00$ 3,686,765.70$ 27% over Base Bid Total (Items 001 through 110) FY 17 Lincoln Avenue and Middlefield Road Resurfacing Project Bid Summary w/Deductive Change Order #1 UNIT COST TOTAL COST UNIT COST TOTAL COST 1 Rubberized Asphalt Overlay: 2,335 TON $ 160.00 373,600.00$ $ 148.00 345,580.00$ 2 AC Overlay: 1,042 TON $ 110.00 114,620.00$ $ 112.00 116,704.00$ 3 PCC Base Repair: 775 SF $ 18.00 13,950.00$ $ 20.00 15,500.00$ 4 AC/PCC Deep Lift Conform 10,344 SF $ 25.00 258,600.00$ $ 21.00 217,224.00$ 5 AC Path for Bicycle Track: 1,042 SF $ 20.00 20,840.00$ $ 18.00 18,756.00$ 6 AC Milling: 270,242 SF $ 0.50 135,121.00$ $ 0.60 162,145.20$ 7 Crack Sealing 31,400 LF $ 0.50 15,700.00$ $ 0.60 18,840.00$ 8 Interlayer Membrane 900 LF $ 3.00 2,700.00$ $ 5.00 4,500.00$ 9 Reset Utility Box: 56 EA $ 600.00 33,600.00$ $ 700.00 39,200.00$ 10 Reset Manhole: 26 EA $ 950.00 24,700.00$ $ 900.00 23,400.00$ 11 Traffic loops (6x6) 25 EA $ 1,000.00 25,000.00$ $ 450.00 11,250.00$ 12 Reset Catch Basin: 9 EA $ 1,800.00 16,200.00$ $ 2,200.00 19,800.00$ 13 Type A Curb and Gutter, 1’ Buried Pan: 337 LF $ 75.00 25,275.00$ $ 100.00 33,700.00$ 14 Type A vertical curb with 1' exposed gutter pan 8,010 LF $ 75.00 600,750.00$ $ 94.00 752,940.00$ 15 6" Vertical Concrete Curb 145 LF $ 55.00 7,975.00$ $ 85.00 12,325.00$ 16 4" Bevelled Concrete Curb 192 LF $ 55.00 10,560.00$ $ 110.00 21,120.00$ 17 Concrete Valley Gutter - 4' wide 240 LF $ 150.00 36,000.00$ $ 130.00 31,200.00$ 18 Concrete Driveway: 7,988 SF $ 16.00 127,808.00$ $ 20.00 159,760.00$ 19 Concrete Sidewalk: 8,121 SF $ 14.00 113,694.00$ $ 19.00 154,299.00$ 20 Minor Concrete: 35 CY $ 1,500.00 52,500.00$ $ 1,000.00 35,000.00$ 21 Controlled Density Fill (CDF): 1 CY $ 4,000.00 4,000.00$ $ 1,000.00 1,000.00$ 22 Concrete Median: 412 LF $ 8.00 3,296.00$ $ 95.00 39,140.00$ 23 12" RCP Pipe 40 LF $ 100.00 4,000.00$ $ 400.00 16,000.00$ 24 12" HDPE Storm Drain Pipe 59 LF $ 40.00 2,360.00$ $ 200.00 11,800.00$ 25 4" Perforated Pipe: 94 LF $ 20.00 1,880.00$ $ 4.00 376.00$ 26 4" HDPE Cleanout 1 EA $ 100.00 100.00$ $ 500.00 500.00$ 27 Type A Curb Ramp: 39 EA $ 4,000.00 156,000.00$ $ 6,600.00 257,400.00$ 28 Detectable Warning Surface: 325 SF $ 45.00 14,625.00$ $ 50.00 16,250.00$ 29 Field Inlet: 1 EA $ 4,000.00 4,000.00$ $ 2,000.00 2,000.00$ 30 Modify Curb Inlet to Field Inlet: 5 EA $ 3,000.00 15,000.00$ $ 1,500.00 7,500.00$ 31 Modify Curb Inlet to Junction Box: 1 EA $ 3,000.00 3,000.00$ $ 1,500.00 1,500.00$ 32 Soil Excavation: 40 CY $ 150.00 6,000.00$ $ 250.00 10,000.00$ 33 Mulch: 6 CY $ 220.00 1,320.00$ $ 200.00 1,200.00$ 34 Class 2 A.B.: 24 CY $ 40.00 960.00$ $ 200.00 4,800.00$ 35 Biofiltration Soil Mix: 33 CY $ 65.00 2,145.00$ $ 190.00 6,270.00$ 36 Soil Amendment: 1,600 SF $ 0.20 320.00$ $ 2.00 3,200.00$ 37 Soil Prep: 1,600 SF $ 0.15 240.00$ $ 1.50 2,400.00$ 38 Adjust Pull Box to Grade: 2 EA $ 500.00 1,000.00$ $ 300.00 600.00$ 39 5 Gallon Type A Shrub: 60 EA $ 23.00 1,380.00$ $ 75.00 4,500.00$ 40 1 Gallon Type A Shrub: 270 EA $ 12.00 3,240.00$ $ 35.00 9,450.00$ 41 15 Gallon New Tree: 2 EA $ 125.00 250.00$ $ 400.00 800.00$ 42 Drip Irrigation System: 1,600 SF $ 7.00 11,200.00$ $ 6.00 9,600.00$ 43 Irrigation Controller: 1 EA $ 8,000.00 8,000.00$ $ 8,000.00 8,000.00$ 44 Irrigation Sleeves: 50 LF $ 10.00 500.00$ $ 300.00 15,000.00$ 45 Remove Pull Box: 3 EA $ 250.00 750.00$ $ 300.00 900.00$ 46 New Pull Box Lid: 1 EA $ 250.00 250.00$ $ 300.00 300.00$ 47 New No. 5 Pull Box: 2 EA $ 500.00 1,000.00$ $ 850.00 1,700.00$ 48 Trenching/Conduit: 55 LF $ 30.00 1,650.00$ $ 450.00 24,750.00$ 49 Install New Cable in Existing Conduit: 325 LF $ 10.00 3,250.00$ $ 120.00 39,000.00$ 50 Master Arm Pole Foundation: 2 EA $ 1,500.00 3,000.00$ $ 14,000.00 28,000.00$ 51 1-B Pole Foundation: 2 EA $ 500.00 1,000.00$ $ 6,000.00 12,000.00$ 52 1-Pole: 2 EA $ 1,000.00 2,000.00$ $ 6,000.00 12,000.00$ 53 PBB Post Foundation: 2 EA $ 500.00 1,000.00$ $ 3,000.00 6,000.00$ 54 PBB Post: 2 EA $ 500.00 1,000.00$ $ 2,800.00 5,600.00$ 55 Relocate PBB Post: 1 EA $ 250.00 250.00$ $ 5,000.00 5,000.00$ 56 Mast Arm Pole 19-4-100 20' MA 1 EA $ 7,000.00 7,000.00$ $ 18,000.00 18,000.00$ 57 Mast Arm Pole 19-4-100 30' MA 1 EA $ 7,500.00 7,500.00$ $ 18,000.00 18,000.00$ 58 12" x 3 Signal Head: 14 EA $ 1,000.00 14,000.00$ $ 800.00 11,200.00$ 59 Countdown Ped Head: 7 EA $ 1,000.00 7,000.00$ $ 600.00 4,200.00$ 60 Relocate Countdown Ped Head: 1 EA $ 500.00 500.00$ $ 600.00 600.00$ 61 Polaris APS Push Button: 8 EA $ 1,500.00 12,000.00$ $ 1,200.00 9,600.00$ 62 Luminaires: 2 EA $ 500.00 1,000.00$ $ 900.00 1,800.00$ 63 Video Detection System with Four (4) Cameras: 1 EA $ 40,000.00 40,000.00$ $ 40,000.00 40,000.00$ 64 Conductors Installed/Spliced: 1 LS $ 12,500.00 12,500.00$ $ 7,000.00 7,000.00$ 65 SW-24-2 Sign: 4 EA $ 400.00 1,600.00$ $ 300.00 1,200.00$ 66 Static Street Name Sign: 2 EA $ 500.00 1,000.00$ $ 1,200.00 2,400.00$ 67 Miscellaneous Mast Arm Sign: 2 EA $ 250.00 500.00$ $ 1,000.00 2,000.00$ 68 Remove/Abandon PBB Post & Foundation: 4 EA $ 500.00 2,000.00$ $ 1,200.00 4,800.00$ 69 Remove & Salvage Existing Signal Head: 4 EA $ 500.00 2,000.00$ $ 300.00 1,200.00$ 70 Remove/Abandon Signal Pole w/Mast Arm & Foundation:2EA $ 2,000.00 4,000.00$ $ 2,000.00 4,000.00$ 71 Tree Removal: 5 EA $ 500.00 2,500.00$ $ 2,000.00 10,000.00$ 72 Recycling of Inert Solid Materials: 3,803 TON $ 3.00 11,409.00$ $ 5.00 19,015.00$ 73 Blue Pavement Markers: 11 EA $ 26.00 286.00$ $ 30.00 330.00$ 74 Curb Paint: 200 LF $ 4.00 800.00$ $ 3.00 600.00$ 75 Thermo Striping, Caltrans Detail 27B/27C: 6,040 LF $ 2.50 15,100.00$ $ 0.60 3,624.00$ 76 Thermo Striping, Caltrans Detail 22: 2,700 LF $ 4.00 10,800.00$ $ 2.00 5,400.00$ O'GRADY PAVING, INC.BID ITEM DESCRIPTION APPROX. QTY UNIT ENGINEER'S ESTIMATE FY 17 Lincoln Avenue and Middlefield Road Resurfacing Project Bid Summary w/Deductive Change Order #1 77 Thermo Striping, Caltrans Detail 2: 1,600 LF $ 3.50 5,600.00$ $ 0.75 1,200.00$ 78 Thermo Striping, Caltrans Detail 8: 800 LF $ 3.50 2,800.00$ $ 0.50 400.00$ 79 Thermo Striping, Caltrans Detail 38: 600 LF $ 4.00 2,400.00$ $ 2.00 1,200.00$ 80 Thermo Striping, 12" Yellow: 1,961 LF $ 4.00 7,844.00$ $ 3.50 6,863.50$ 81 Thermo Striping, 12" White: 970 LF $ 4.00 3,880.00$ $ 3.50 3,395.00$ 82 Thermoplastic Paving Legends: 102 EA $ 60.00 6,120.00$ $ 20.00 2,040.00$ 83 Brickwork/Specialty Finishes: 738 SF $ 30.00 22,140.00$ $ 45.00 33,210.00$ 84 Thermo Striping, Green Sharrows: 2 EA $ 500.00 1,000.00$ $ 1,200.00 2,400.00$ 85 Thermo Striping, "Detail A" Striping: 9 EA $ 475.00 4,275.00$ $ 160.00 1,440.00$ 86 3S-K71 Delineators 24 EA $ 90.00 2,160.00$ $ 350.00 8,400.00$ 87 Thermo Striping, Caltrans Detail 37B: 420 LF $ 4.00 1,680.00$ $ 1.50 630.00$ 88 Thermo Striping, Caltrans Detail 37D: 200 LF $ 4.00 800.00$ $ 2.00 400.00$ 89 Thermo Striping, 24" Yellow: 740 LF $ 8.00 5,920.00$ $ 7.00 5,180.00$ 90 Thermo Striping, 24" White: 392 LF $ 8.00 3,136.00$ $ 7.00 2,744.00$ 91 Signage, Remove Existing Sign: 6 EA $ 100.00 600.00$ $ 60.00 360.00$ 92 Signage, Remove Existing Sign and Post: 5 EA $ 250.00 1,250.00$ $ 75.00 375.00$ 93 Signage, Install Sign: 11 EA $ 250.00 2,750.00$ $ 200.00 2,200.00$ 94 Signage, Install Sign and Post: 3 EA $ 500.00 1,500.00$ $ 300.00 900.00$ 95 Signage, Relocate Sign: 4 EA $ 150.00 600.00$ $ 250.00 1,000.00$ 96 Traffic Control: 1 LS $ 100,000.00 100,000.00$ $ 220,000.00 220,000.00$ 97 Notices: 1 LS $ 30,000.00 30,000.00$ $ 25,000.00 25,000.00$ 98 Utility Tie Out Drawings: 1 LS $ 5,000.00 5,000.00$ $ 3,000.00 3,000.00$ 99 Tree Trimming: 50 HRS $ 250.00 12,500.00$ $ 250.00 12,500.00$ 100 Planter Area Conform: 1 LS $ 5,000.00 5,000.00$ $ 38,000.00 38,000.00$ 101 Inert recycling containing petromat 2,300 TON $ 3.00 6,900.00$ $ 3.00 6,900.00$ 102 Misc. Transportation Improvements: 1 LS $ 50,000.00 50,000.00$ $ 50,000.00 50,000.00$ 103 Traffic Signal Video Equipment 1 LS $ 150,000.00 150,000.00$ $ 130,000.00 130,000.00$ 104 HMA AC Conforms 6,500 SF $ 4.00 26,000.00$ $ 6.00 39,000.00$ 2,884,509.00$ 3,521,485.70$ Base Bid Total (Items 001 through 104) 22% over City of Palo Alto (ID # 7721) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Acceptance of BSCC Grant Funds and Budget Amendment Title: Acceptance of State of California Board of State and Community Corrections (BSCC) Grant Funds and Approval of a Budget Amendment in the Amount of $109,876 to the General Fund From: City Manager Lead Department: Police RECOMMENDATION Staff recommends that the City Council: 1. Approve the acceptance and expenditure of Board of State and Community Corrections funds from the State of California; and 2. Amend the Fiscal Year 2017 Budget Appropriation Ordinance for the General Fund by: a. Increasing the estimate for Revenue from the State of California by $109,876; and, b. Increasing the Police Department Other Contract Services appropriation by $109,876. BACKGROUND Proposition 47 reduces penalties for a variety of specified offenses, and dedicates the ‘savings’ from prosecuting and housing these offenders into programs that support K-12 schools, victim services, and mental health and drug treatment. Senate Bill No. 826 (SB 826), otherwise known as the Budget Act of 2016 and approved in June 2016, allocated funding to cities to increase positive outcomes between municipal law enforcement and high-risk populations to be disbursed by the Board of State and Community Corrections. Local law enforcement agencies may use the funds to supplement, not supplant, the following: a) Homeless outreach teams. b) Crisis Intervention Training for officers. c) Gang Resistance Education and Training (GREAT). d) Resources for drug endangered children. e) Outreach to high-risk youth. f) Youth diversion programs. g) Gang and violence prevention programs. City of Palo Alto Page 2 The legislation requires agencies that receive funding to report the following, as applicable: a) The number of new teams established, or planned to be established. b) The type of training and the number of peace officers trained, or planned to be trained. c) The type of equipment or resources that were purchased, or planned to be purchased. BSCC funds are a one-time grant and are not expected in future years. The City of Sunnyvale is acting as the fiscal agent for the County of Santa Clara’s funding. The Police Department will use the funds to provide enhanced Crisis Response Training which will include: (1) Tactical Communications (2) Force Option Simulator (3) Crisis Intervention Training (CIT) and (4) Integrating Communications, Assessment, and Tactics (ICAT). The training will be modeled after the Police Executive Research Forum's (PERF's) "Four Areas of Focus", which include: 1. Patrol officer response. The training methodology delivered by PERF's ICAT method of integrating communications, assessment, and tactics provides officers with the skills and options needed to safely manage these encounters, especially in the critical first few moments after officers arrive. The Palo Alto Police Department will integrate Tactical Communications training with all in-service tactics-related training, no matter the discipline. 2. Non-firearms incidents. ICAT training focuses on critical incidents where the subject is unarmed or not armed with a firearm. The Palo Alto Police Department owns a Force Options Simulator or FATS (Firearms Automated Training Simulator) and plans to enhance officer response to critical incidents by developing a training curriculum specifically related to de- escalation and force options during critical incidents. 3. Integration of crisis recognition/intervention, communications, and tactics. The Palo Alto Police Department requires all officers attend a 40-hour Crisis Intervention Training (CIT) Course. This requirement ensures that all officers have an enhanced level of understanding to crisis response which seems to be more effective than a team response approach. 4. Officer safety and wellness. The goal is to help officers avoid reaching the point where lives become endangered and the officers have no choice but to use lethal force. The Palo Alto Police Department has purchased a less lethal device for all patrol officers and each officer will be trained in deploying less lethal options. RESOURCE IMPACT A total of $109,876 of expenditures are anticipated, all of which will be covered by grant funding. There will be no impact to the General Fund as any ongoing maintenance costs for the items purchased by BSCC funds will be absorbed in the Department’s existing non-salary budget. The City received the grant disbursement in the amount of $109,876 in February 2017. Revenues and expenditures of $109,876 are recommended to be appropriated in the City’s General Fund. City of Palo Alto Page 3 POLICY IMPLICATIONS Expenditures of funds associated with BSCC funds are consistent with City Policy. ENVIRONMENTAL ASSESSMENT Acceptance of BSCC funding and the proposed expenditures are not projects subject to CEQA requirements. City of Palo Alto (ID # 8032) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: FY 2018 Contract Extension for Cypress Security Title: Approval of Contract Amendment Number 3 With Cypress Security, Inc. (C16160138A) in the Amount of $1,240,000 for a Total Not-to-Exceed Amount of $3,332,216, and Extend the Term of the Agreement to June 30, 2018 for Track Watch Guard Services for Caltrain Monitoring From: City Manager Lead Department: Police Recommended Motion Staff recommends that Council consider the following motion: 1) Approve contract amendment No. 3 with Cypress Security, Inc. by $1,240,000 for a total not-to-exceed amount of $3,332,216, and extend the term of the agreement to June 30, 2018 for guard monitoring services at Palo Alto Caltrain locations; subject to the appropriation of available funds. Background and Discussion Since 2009, the City of Palo Alto has used the services of contract security guards as on-site monitors in response to teen fatalities that have occurred along the Caltrain corridor in Palo Alto. This program is commonly referred to as Track Watch. On November 16, 2016, Council approved Contract Amendment No. 2 to Contract C16160138A to extend the term of agreement with Cypress Security to June 30, 2017 in the amount of $768,224 for a total not-to-exceed amount of $2,092,216. Total Fiscal Year 2017 costs for Track Watch are estimated to be approximately $1.7 million. This short extension was completed knowing the City would need to complete a longer extension for FY 2018. This contract aligns with the City’s initiative to deploy a Video Management System and to transition from contracted on-site monitor services beginning Fiscal Year 2018 (RFP 166714). A successful transition to a video management system should alleviate the need for on-site contractors in future years. Discussion Council approval required to continue. City of Palo Alto Page 2 Resource Impact The current Fiscal Year 2017 contract is budgeted in the Police Department. For Fiscal Year 2018, funding for this contract is recommended in the FY 2018 City Manager Proposed Budget and is subject to the City Council adoption of the Fiscal Year 2018 budget in June 2017. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: ATTACHMENT A - Cypress Security Amendment 3 ATTACHMENT B - Council Staff Report ID# 7333 - November 2016 AMENDMENT NO. THREE TO CONTRACT NO. C16160138A BETWEEN THE CITY OF PALO ALTO AND CYPRESS SECURITY, LLC This Amendment No. Three to Contract No. C16160138A (“Contract”) is entered into June 5, 2017, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CYPRESS SECURITY, LLC, a limited liability company, located at 1762 Technology Drive, San Jose, CA 95110, Telephone Number: (408) 946-4102 (“CONTRACTOR”). R E C I T A L S A. The Contract was entered into between the parties for the provision of access control and enforces access control procedures to the site by monitoring pedestrian traffic through designated railroad crossings. B. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 3 “TERM” is hereby amended to read as follows: “TERM. The term of this Agreement is from June 30, 2017 to June 30, 2018 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions.” SECTION 2. Section 5 “COMPENSATION FOR ORIGINAL TERM” is hereby amended to read as follows: “A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Three Million Three Hundred Thirty-two Thousand Two Hundred Sixteen Dollars ($3,332,216.00).” SECTION 3. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. DocuSign Envelope ID: 0260766F-714D-4DD3-B671-3AEDA6370AF9 CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee CYPRESS SECURITY, LLC 1st Officer DocuSign Envelope ID: 0260766F-714D-4DD3-B671-3AEDA6370AF9 City of Palo Alto (ID # 7333) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/14/2016 City of Palo Alto Page 1 Summary Title: Contract Extension for Cypress Security Title: Approval of a Contract Amendment With Cypress Security, Inc. (C16160138A) in the Amount of $768,223 for a Total Not-to-Exceed Amount of $2,092,215 and Extend the Term of the Agreement to June 30, 2017 and Approval of Budget Amendments in the General Fund From: City Manager Lead Department: Police Recommendation Staff recommends that the City Council 1. Authorize the City Manager, or his designee, to execute the attached contract amendment (Attachment A) with Cypress Security, Inc. (C16160138A) in the amount of $768,223.73 for a total not-to-exceed amount of $2,092,215.73 and extend the term of the agreement to June 30, 2017; 2. Amend the FY 2017 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Police Department General Contract Service in the amount of $735,000; and b. Decreasing the General Fund Budget Stabilization Reserve by $735,000. Background and Discussion Since 2009, the City of Palo Alto has used the services of contract security guards in response to teen fatalities that have occurred along the Caltrain corridor in Palo Alto. This program is commonly referred to as Track Watch. From November 2009 to October 2014, guards were stationed at both the Charleston and Meadow crossings from 6:15 p.m. to 1:15 a.m. (seven hours). This evening-only level of service at two locations resulted in a monthly cost for rail security services of approximately $5,000 per month. To address additional teen fatality incidents, in October 2014, the City increased its rail security services to include the Churchill crossing and, in November 2014, the City increased its rail security services to include the California Avenue Station. Most recently, in response to a teen suicide at the Alma crossing security services were added at this fifth location. This resulted in the City of Palo Alto having contract security guards at a total of five locations. Additionally, the City increased the original scope by hiring rail security guards to be present 24-hours per day to help further mitigate the risk of incidents involving both Caltrain and freight trains. City of Palo Alto Page 2 Cypress began providing contract security guard services on December 1, 2015. In the Spring of 2016, in response to concerns about the quality of services provided by Cypress, the City worked with Cypress to restate our expectations and made several service enhancements including installation of temporary toilet facilities at guard locations, increased coverage to include a fifth guard position at the Palo Alto Avenue crossing, and an additional sixth and seventh guard positions to serve as “rovers” to ensure continuous coverage during scheduled work breaks at all locations. In addition, Cypress guards have been using a GPS tracking technology so that the City can verify their physical location and proximity to their post in real- time. The City of Palo Alto has also been working on several fronts related to what is called “means restriction” – limiting and reducing access to the tracks, as well as improving visibility along the rail line. Research has shown that “means restriction” is an important part of a comprehensive approach to suicide prevention. On our own initiative, the City has helped put in place several key “means restriction” elements: enhanced and taller fencing along the entire east side of the Caltrain rail corridor, clearing of brush/shrubs for better visibility, and the installation of a pilot intrusion detection camera technology at one location to monitor the grade crossing. This technology is designed to distinguish between humans and other objects down the corridor, along the right of way and at intersections. To ensure continuous monitoring at all locations and down the Caltrain corridor, City staff believes that such technology will be key to a sustainable Track Watch program, eventually replacing the guard program as currently provided. The Fiscal Year 2017 Adopted Operating Budget anticipated contracting with Cypress for at least the first six months of the fiscal year, as it was anticipated that the guards might be able to phase out as the City transitions to this system. However, track security services are anticipated to be necessary through at the least the end of the fiscal year. This contract extension provides sufficient funding through June 30, 2017 for 7 guards, 5 stations, and 24/7 coverage. While means restriction is an important suicide prevention strategy, it is only one of many efforts underway by the Palo Alto community. The City of Palo Alto’s ongoing commitment to the Project Safety Net Community Collaborative, which aims to build and strengthen the community network of support for youth and teens across all community sectors, and helps provide increased awareness and decreased stigma of mental health, strengthens connections between teens and caring adults, and provides suicide prevention training in line with our long- term strategy in suicide prevention. Track security services are not the panacea to this complex and challenging issue of suicide prevention that we face as a community. Investment in the health and wellbeing of Palo Alto’s youth and teens must be pervasive, well beyond track security services, inclusive of community, school, parent and student efforts across the Palo Alto community. Finally, it is also important to understand that track security services with human guards is not fool proof, and will be subject to human error. Recognizing the inherent challenges with human guards and following City of Palo Alto Page 3 the best practice of video intrusion detection for suicide prevention on rail lines, staff is experimenting with a pilot intrusion detection camera system as a possible alternative to human guards as long-term strategy. The City has purchased the camera equipment and related networking hardware for the intrusion detection system, is paying for third-party monitoring of the cameras, and intends to go out to bid to expand camera coverage to all street-rail intersections in the City. Resource Impact The additional amount requested is a net addition of $735,000 which includes six months of service for seven guards, 24-hours per day, 7 days a week. Total Fiscal Year 2017 costs for Track Watch are estimated to be approximately $1.7 million. The Fiscal Year 2017 Adopted Operating Budget allocated $824,000 for Track Watch services in the Police Department budget which assumed a six month contract at a slightly lower level of service from Cypress. In addition, due to a difference in timing of payments of FY 2016 services, some billings have been accounted for in FY 2017 resulting in expense savings in FY 2016. These savings are recommended to be reappropriated in the Stanford Development Agreement Fund (approximately $157,000) under a separate City Manager Report to be considered by the Finance Committee on October 18, 2016. Therefore, once adjusted for these additional payments and assuming the reappropriation in the Stanford Development Agreement Fund, additional funding of $735,000 is anticipated for this extension through the remainder of the fiscal year of the year. These costs are recommended to be drawn from the General Fund Budget Stabilization Reserve. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: Attachment A: Cypress Amendment 092916 (PDF) 1 Revision June 13, 2016 AMENDMENT NO. ONE TO CONTRACT NO. C16160138A BETWEEN THE CITY OF PALO ALTO AND CYPRESS SECURITY, LLC This Amendment No. One to Contract No. C16160138A (“Contract”) is entered into October 24, 2016, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CYPRESS SECURITY, LLC, a limited liability company, located at 1762 Technology Drive, San Jose, CA 95110, Telephone Number: (408) 946-4102 (“CONTRACTOR”). R E C I T A L S A. The Contract was entered into between the parties for the provision of access control and enforce access control procedures to the site by monitoring pedestrian traffic through designated railroad crossings. B. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 3 “TERM” is hereby amended to read as follows: “TERM. The term of this Agreement is from December 31, 2016 to June 30, 2017 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions.” SECTION 2. Section 5 “COMPENSATION FOR ORIGINAL TERM” is hereby amended to read as follows: “A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Million Ninety-two Thousand Two Hundred Fifteen Dollars and seventy three cents ($2,092,215.73).” SECTION 3. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. DocuSign Envelope ID: 17A38F8B-7DA8-4AAB-A9EE-BEE94E6045A6 2 Revision June 13, 2016 CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee CYPRESS SECURITY, LLC 1st Officer 2nd Officer Attachments: a. Exhibit “C” entitled “SCHEDULE OF FEES and RATE SCHEDULE” DocuSign Envelope ID: 17A38F8B-7DA8-4AAB-A9EE-BEE94E6045A6 CEO COO 3 Revision June 13, 2016 EXHIBIT C SCHEDULE OF FEES Compensation based upon fee schedule CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed Two Million Ninety-two Thousand Two Hundred Fifteen Dollars and seventy three cents ($2,092,215.73). Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Month Coverage Cost January 2017 29 Regular Days 2 Holidays 24 Hour per Day Coverage 7 Locations $145,444.08 February 2017 27 Regular Days 1 Holiday 24 Hour per Day Coverage 7 Locations $129,749.04 March 2017 31 Regular Days 0 Holiday 24 Hour per Day Coverage 7 Locations $140,958.96 April 2017 30 Regular Days 0 Holidays 24 Hour per Day Coverage 7 Locations $136,474.80 May 2017 30 Regular Days 1 Holiday 24 Hour per Day Coverage 7 Locations $143,201.52 June 2017 30 Regular Days 0 Holiday 24 Hour per Day Coverage 7 Locations $136,474.80 Total Cost $832,303.20 DocuSign Envelope ID: 17A38F8B-7DA8-4AAB-A9EE-BEE94E6045A6 4 Revision June 13, 2016 EXHIBIT C RATE SCHEDULE Regular Rate Holiday/OT Rate Track Watch Security Officer $26.28 $39.42 Roving Break Relief Officer $27.72 $41.59 Additional Vehicle (Monthly) $975.00/each vehicle DocuSign Envelope ID: 17A38F8B-7DA8-4AAB-A9EE-BEE94E6045A6 City of Palo Alto (ID # 7881) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: BMR Administration Contract Award Title: Approval of Contract Number C17167790 With Palo Alto Housing Corporation for the Provision of Below Market Rate (BMR) Administration Services for $274,000 Over a two Year Period From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute the attached contract C17167790 with Palo Alto Housing Corporation (PAHC) for administration and consulting services in the amount of $274,000 for administration of the City’s Below Market Rate (BMR) housing program for two years. Executive Summary The City of Palo Alto released a Request for Proposal (RFP) for administration of the City’s BMR housing program earlier this year for Fiscal Year 2017-2018 and Fiscal Year 2018-2019. PAHC submitted the only proposal received. PAHC has been administering the City’s BMR housing program for over 40 years and under the terms of the proposed agreement would continue this role for another two years. Background Under contract to the City, the Palo Alto Housing Corporation (PAHC) has administered the BMR housing program since its inception in the mid-1970s. Examples of some of the services provided by PAHC include: administering the sale and re-sale of new and existing BMR owner units; maintaining the home purchase waiting list; monitoring occupancy of BMR rental units; providing advice and consultation to the City regarding negotiations of BMR agreements with developers; and addressing special issues related to the program as a whole. Most of PAHC’s workload is involved with the home ownership component of the BMR program. City of Palo Alto Page 2 While PAHC performs most tasks required for the ongoing administration of the home ownership and rental components of the BMR program, City Planning staff also devotes considerable time to the BMR program, primarily on BMR negotiations and agreements and program improvements. City Real Property staff handles maintenance evaluation and the determination of credits for capital improvements when units come up for resale. Discussion The term of the City’s current agreement with PAHC ends on June 30, 2017. As a result, the City released an RFP for BMR Administration on April 6, 2017. The only proposal received in response was from PAHC. PAHC proposes to continue their work on BMR Administration for the next two years at a cost not to exceed $274,000. As part of this work, PAHC has maintained and annually updated a waiting list of interested potential buyers of BMR units. There are currently 246 owner and 458 rental BMR units in the program. PAHC coordinates the sale of both newly built BMR units and the resale of existing units. Sales activities include: establishing the resale price; marketing units to the waiting list; scheduling open houses; qualifying and selecting the buyers; coordinating the transaction between the buyer, seller, lender and escrow; and explaining the requirements of the BMR deed restrictions. PAHC has maintained a database on all units and kept statistics on the number and characteristics of the households served by the program. The BMR program requires periodic monitoring of occupancy and title of all for sale or purchased units, which PAHC handles in cooperation with Planning staff and the City Attorney’s Office. Monitoring activities include reviewing online assessor’s records to detect transfers in title or ownership and an annual self- certification letter to owners verifying owner occupancy and to remind them of program rules and to provide updates on procedural changes. When a violation of a deed restriction is discovered, PAHC undertakes initial attempts to remedy the situation. More complex enforcement matters are referred to Planning staff or to the City Attorney (if legal action is required). Information workshops for prospective buyers on the waiting list are conducted quarterly by PAHC together with housing counseling staff from Project Sentinel. These workshops focus on preparation for homeownership, understanding credit and mortgage financing and the rules of the BMR program. The workshops have been well received, with about 100 persons attending each year. City of Palo Alto Page 3 PAHC collects and reviews applicants’ certification documentation to determine eligibility under the program rules. They also conduct recertification of existing tenants and monitor each complex’s waiting list and tenant selection process. Policy Implications The recommendation in this staff report does not represent any change to City policies. Implementation of this Agreement is consistent with the City’s Housing Element and various housing policies that support the provision of affordable housing and a variety of housing opportunities. Resource Impact The administration of the BMR program has historically been funded from the Residential Housing Fund, which is a special revenue fund created to support all types of affordable housing programs. Staff requests that Council approve this contract, contingent upon the adoption of the Fiscal Year 2018 Proposed Operating Budget, including $137,000 budgeted to the Residential Housing Fund to cover the first year of the contract. Staff will include the remaining $137,000 in the Fiscal Year 2019 budget proposal to cover the second year of the contract. Environmental Review The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act. Attachments: Attachment A: Contract #C17167790 with Palo Alto Housing Corporation (PDF) Professional Services Rev. April 27, 2016 1 CITY OF PALO ALTO CONTRACT NO. C17167790 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PALO ALTO HOUSING CORPORATION FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2017, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PALO ALTO HOUSING CORPORATION, a California corporation, located at 725 Alma Street, Palo Alto, California, 94301 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to administer the City's Below Market Rate (BMR) housing program (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2019 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 2 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Hundred Seventy Four Thousand Dollars ($274,000.00). Total CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit quarterly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C- 1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 3 CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Georgina Mascarenhas to have supervisory responsibility for the performance, progress, and execution of the Services and Lauren Bigelow to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY’s project manager is Eloiza Murillo-Garcia, Planning & Community Environment Department, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2561. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 4 time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 5 full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 6 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 7 religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 8 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. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 9 of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 10 CONTRACT No. C17167790 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO APPROVED AS TO FORM: PALO ALTO HOUSING CORPORATION Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Candice Gonzalez President & CEO Chief Financial Officer Quinsia Ma Professional Services Rev. April 27, 2016 11 EXHIBIT “A” SCOPE OF SERVICES CONSULTANT shall administer the CITY’S Below Market Rate (BMR) housing program in compliance with CITY policy, guidelines, applicable deed restrictions, BMR Program Procedures Manual and in a manner which increases affordable housing opportunities for low- and moderate-income households. Program Outreach: CONSULTANT shall handle all questions and comments through CONSULTANT’S office. CONSULTANT’S BMR assistant and Program Administrator are to be available to take phone calls, e-mails and walk-ins Monday through Friday from 8:00 a.m. to 5:00 p.m. CONSULTANT shall do program marketing and outreach via CONSULTANT’S search-engine optimized program information on CONSULTANT’S website, posting flyers at local community centers, libraries and affordable housing communities as well as to other local affordable housing providers to spread the word about the programs offered by the CONSULTANT. Administration: 1. Maintain all applicant information and perform an annual update to ensure applicants are still interested and/or qualified for the BMR program and to assist in managing the size of the waiting list. 2. Provide a list of primary lender contacts, serve as an intermediary between the buyer and lender to make sure the buyer understands all costs and details associated with the loan and if needed, point the buyer towards other subordinate loans to assist with the purchase. CONSULTANT shall also actively look to add new lenders to the BMR lender list. 3. Use the most current version of the California Association of Realtors (CAR) purchase forms for use of each BMR sale. CONSULTANT shall coordinate the review, explanation, and signing of the Purchase Agreement. CONSULTANT shall coordinate with the escrow company to send over all signed documents and escrow instructions. CONSULTANT shall assist in holding open houses and ordering necessary inspections. CONSULTANT shall stay in contact with escrow officer throughout the escrow period to ensure the sale closes on time. Copies of all closing documents to be sent to the CONSULTANT’S office after closing and filed in the respective BMR owners file. 4. Committing to promoting longevity of the BMR housing inventory shall make every effort to ensure BMR owners’ compliance by maintaining consistent contact with relevant HOA’s and to investigate every complaint and/or concern received regarding a BMR owner potentially being in violation of the Deed Restrictions, e.g. renting out a portion of or their entire home. 5. Troubleshoot homeownership problems that arise with BMR owners that may endanger the BMR Purchase stock. CONSULTANT shall have an open door policy to encourage DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 12 BMR owners and renters to seek assistance on any situation which may jeopardize their home. CONSULTANT shall reach out to PAH’s Resident Services Department for referrals and/or resources to assist owners with various services. 6. Work with a local HUD approved housing agency to provide a bi-annual workshop in Palo Alto, covering topics ranging from program eligibility requirements to loan financing. The workshop is offered at no charge to attendees. A prospective buyer must have attended a workshop to be eligible to purchase a BMR home. CONSULTANT shall be present at every seminar to meet applicants and to answer program questions. 7. Mail a letter out annually to each BMR owner requiring copies of documentation verifying owner-occupancy. Documentation includes utility bills, pay stubs, tax returns and property tax bills. 8. Work closely with the CITY to formalize a screening and eligibility process whereby BMR owners facing financial hardship due to unforeseen special assessments could get assistance from the CITY. CONSULTANT shall interview the BMR owner, obtain all relevant income vs. expense documents to prove hardship and either refers the BMR owner to the CITY for approval or denial of the request based on written criteria. 9. Work closely with CITY to assist with creation of and assessment of new BMR Agreements for upcoming housing developments. CONSULTANT shall be involved prior to Regulatory/Development Agreements are signed, CONSULTANT shall review and provide feedback on the language to ensure the Agreements are understandable from the perspective of implementation. 10. Assist the CITY in the growth of the BMR Purchase program by acquisition and rehabilitation of BMR units and properties. 11. Coordinate with CITY staff in the implementation of the new BMR Ordinance. 12. Provide advice, consultation and assistance to CITY staff in negotiations of BMR agreements for new housing developments. 13. Coordinate the process of evaluation, negotiation and financing related to the acquisition and rehabilitation, if necessary, of off-site units or properties contributed under the BMR program. 14. Maintain records and statistics as required by CITY, specifically; a. Annual statistics about the BMR ownership and rental units and the households served; and DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 13 b. A permanent database and record of all ownership units placed in the program and statistics about current BMR owners and all households served over the life of the program, including maintenance of files on each BMR owner unit and retention of copies of the actual recorded deed restrictions for the ownership units; and c. Contact information for current BMR owners with mailing labels and, when available, telephone numbers and e-mail addresses. 15. RENTAL PROGRAMS: 16. Work closely with applicants who are next in line for BMR rental units, not including Stanford West Apartments, to answer questions about the property and help gather all necessary documentation for income verification. Applications are approved once all verifications and background checks have been received, income and asset calculations are complete and a determination is made regarding a household’s eligibility. Applicants who do not meet the eligibility criteria are sent denial letters with an option to appeal within 14 days. 17. Send out notices to all BMR tenants approximately 90 days in advance of the effective date, schedules re-certification interviews, obtains relevant income and asset documents, completes income calculations and determines continued eligibility by the process described above. CONSULTANT shall notify site managers of the results of the tenant recertification immediately following the completion of the calculations. 18. Review and approve all new BMR rental move-in files prior to occupation of a BMR unit. Monitor all BMR rental units quarterly to ensure that all BMR rental obligations are being met at each property and that the rents do not exceed the maximum allowable for each respective unit. 19. Maintain contact with site staff and provide on-going training with property managers at BMR properties to ensure compliance with the CITYs BMR program. Stanford West BMR Units: 20. Continue to provide on-going training to site managers and staff to ensure compliance with the CITYs BMR program. 21. Receive quarterly reports from site managers and reviews best practices at the site level as it relates to waitlist management and tenant selection to ensure compliance with the BMR program. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 14 22. Conduct an annual sample file audit of tenant selections, eligibility and income certifications for ten percent 10% of the BMR households to assure compliance with the BMR program. 23. If appropriate, make recommendations to CITY for more comprehensive monitoring. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 15 EXHIBIT “B” SCHEDULE OF PERFORMANCE (Not Applicable) DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 16 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: Postage, BMR Seminar refreshments, Supplies, Liability Insurance, etc. (includes $6,095 credit for annual application update fee of $15 each) All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1000.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 17 EXHIBIT “C-1” SCHEDULE OF RATES Scope Labor Categories Estimated Hours Hourly Rate Total Cost BMR Administrator 568 $50 $28,400 General Administration Program Director 380 $147 $55,860 Program Assistant 420 $47 $19,740 Total not to exceed, Task 1 $104,000 Billing Budget Chief Financial Officer 10 $134 $1,340 Accounts Payable/Junior Accountant 10 $42 $420 Total not to exceed, Task 2 $1,760 Administration, Policy Review, Consultation President & CEO 3 $195 $585 Total not to exceed, Task 3 $585 Reimbursable Hard Costs Postage, BMR Seminar refreshments, Supplies, Liability Insurance, etc. (includes $6,095 credit for annual application update fee of $15 each) $27,070 (Tasks 1 – 3 + Reimbursable Costs) $133,415 Total not to exceed Per year: Includes $3,585 in unexpected costs, as needed, associated with BMR rental site manager training, price calculations for assessor’s office, Reasonable Accommodation requests, etc. $137,000 Total Compensation for Two Year Term $274,000.00$ DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRE D TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 Professional Services Rev. April 27, 2016 19 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP DocuSign Envelope ID: 8A8ACD10-6B9B-452C-AA48-EC74C084C1B0 City of Palo Alto (ID # 7967) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Gas Utility Long-term Plan Update Title: Approval of Conforming Changes to the Gas Utility Long-term Plan (GULP) Objectives, Strategies and Implementation Plan to Reflect Prior Council Action From: City Manager Lead Department: Utilities RECOMMENDATION Staff recommends City Council (Council) approve the proposed conforming changes to the Gas Utility Long-term Plan (GULP) Objectives, Strategies and Implementation Plan to reflect prior Council Actions related to GULP. EXECUTIVE SUMMARY Resolution 9244 amending the GULP Objectives, Strategies, and Implementation Plan was approved by Council in 2012. Since then, there have been a number of Council-approved changes to policies and operations. The proposed changes reflect previously approved Council directives and do not represent any new initiatives proposed by staff. DISCUSSION GULP is the vehicle by which the gas supply portfolio is managed consistently, transparently, and with input from Council. As part of the recently-initiated Utilities Department strategic planning effort, staff is reviewing the positioning of the GULP relative to other plans and policy documents, and will accordingly make recommendations for modification in future updates. When first developed in 2003 (CMR 355:03), GULP was driven by the need to update the commodity purchasing strategy, the need to negotiate new transportation and storage agreements after Pacific Gas & Electric’s bankruptcy, and the need to react to new regulations impacting the gas utility. When GULP was updated in 2010 (CMR 106:11), a climate protection objective was added, and when GULP was updated in 2012, the stable rates objective was replaced with a market-based passed through rate objective. A copy of the proposed updated GULP is included in this Staff Report as Attachment A. City of Palo Alto Page 2 The proposed update does not include any new policy directions; it merely reflects the policies approved by Council in the intervening time period since the last update. The current and proposed changes to the GULP Objectives, Strategies, and Implementation Plan are described and shown in Tables 1 through 5 below. Market Price Transparency The 2012 GULP update included the change from a hedged portfolio to market-based retail gas rates. Those commodity rates have been in effect since 2013, therefore, a transition plan is no longer relevant with respect to implementation. Table 1: Market Price Transparency GULP Current Proposed Objective 1 Pass a market cost signal through to customers. No change Strategy 1 a. Purchase natural gas at monthly and daily market index prices. b. Change gas supply rate monthly to reflect market prices. No change Implementation Plan Item 1 Transition to market price-based, monthly adjusted gas supply rates by: a. Developing a new purchasing plan to be approved by the Director of Utilities; b. Designing a new monthly- adjusted gas supply rate; c. Revising the reserve guidelines for Council approval; and d. Conducting customer communication and outreach. Continue to implement market-based supply purchases and commodity rates. Supply Cost Management In 2014 Council adopted Resolution 9451 authorizing the City’s participation in a gas purchase agreement with Municipal Gas Acquisition and Supply Corporation (MuniGas) for the City’s entire load with no obligation to purchase more than the City’s demand. MuniGas sells discounted gas via an aggregated municipal gas supply purchased through a prepay transaction. The City executed all agreements and was placed on a wait list to purchase gas when the next prepay transaction occurs. Low gas prices and a narrow margin between corporate and municipal tax rates have been unfavorable for a transaction thus far. The following changes to the GULP Implementation Plan reflect the Council-approved steps taken to take advantage of the City’s low cost of capital to acquire discounted gas supply. City of Palo Alto Page 3 Table 2: Supply Cost Management GULP Current Proposed Objective 2 Lower delivered gas cost over the long term No change Strategy 2 Lower delivered gas cost over the long term by: a. Acquiring pipeline assets that yield supply costs below market and meet operational needs; b. Taking advantage of the City’s low cost of capital to acquire gas supply and assets; and c. Optimizing existing assets. No change Implementation Plan Item 2 Pursue cost-effective gas storage services by: a. Evaluating the pipeline capacity reservation options available; and b. Contracting with PG&E for any pipeline capacity with an estimated cost below the forecasted market value. No change Implementation Plan Item 3 Pursue opportunities for natural gas prepay transactions by: a. Hiring a consultant to help staff with: i. Identifying any internal policy changes needed including the policy on the use of financial instruments; ii. Identifying system and internal processes required; iii. Identifying opportunities; and iv. Evaluating opportunities and quantifying the benefits and costs; and b. Seeking UAC recommendation and Council approval regarding whether to proceed with a gas prepay transaction. Monitor the prepay market and prepare for implementation in preparation for a future MuniGas transaction. Energy Efficiency There are several changes to this section: City of Palo Alto Page 4 The ten-year gas efficiency goals are currently updated every four years (instead of three years) to align them with the schedule for the electric efficiency goals; Previously, an assumed price for carbon was used when evaluating gas efficiency measures to account for the avoided costs associated with carbon reduction. The adoption of a carbon neutral gas portfolio as well as the gas utilities compliance obligation in California’s Cap & Trade Program now means that a carbon price is directly integrated into the Gas Utility’s costs, meaning that an assumed carbon price premium unnecessary. Electrification efforts are being driven by the Sustainability and Climate Action Plan (Staff Report #7304) and the Electrification Work Plan (Staff Report #5961), so these efforts no longer need to be reflected in GULP. Electrification efforts may reduce gas demand, so that impact is included in GULP. and Program implementation language has been cleaned up and reporting practices clarified. Table 3: Energy Efficiency GULP Current Proposed Objective 3 Ensure the deployment of all feasible, reliable, cost-effective energy efficiency measures No change Strategy 3 a. Develop and implement a ten- year gas efficiency plan every three years that includes a reasonable carbon price premium for traditional gas supplies; and b. Consider the impacts (costs, benefits, and GHG emissions) of substituting electricity-using appliances for gas-using appliances and vice versa in the ten-year efficiency plan. a. Develop a ten-year gas efficiency plan every four years maintaining consistency with the electric energy efficiency goals update schedule; and; b. Consider the impacts of electrification on gas demand. City of Palo Alto Page 5 GULP Current Proposed Implementation Plan Item 4 Develop an implementation plan to meet the gas efficiency targets by summer 2011 including the: a. Evaluation of the cost- effectiveness of substituting gas- using appliance for electric-using appliances and vice versa and the greenhouse gas impacts of such substitutions; and b. Incorporation of any cost- effective substitution measures in the implementation plan to meet the gas efficiency targets. Implement gas efficiency programs to meet the gas efficiency goals. Implementation Plan Item 5 Track and report progress against adopted gas efficiency goals by: a. Providing quarterly updates on the gas efficiency program achievements to the UAC; and b. Providing annual updates on gas efficiency program achievements and overall cost effectiveness to the UAC and the City Council. Track and report on gas efficiency by: a. Providing quarterly updates to the UAC about the gas efficiency programs; and b. Providing annual updates to Council on gas efficiency achievements compared to the goals and overall cost effectiveness. Implementation Plan Item 6 Continue evaluating new gas efficiency technologies and undertake pilot studies where appropriate. No change Climate Protection Revisions have been made to Objective 4 to reflect that the Council-approved Carbon Neutral Natural Gas Plan. The proposed GULP has been aligned with Council’s December 2016 adoption of Resolution 9649 approving a Carbon Neutral Natural Gas Plan and approving termination of the Palo Alto Green Gas Program. The Carbon Neutral Gas Plan will achieve carbon neutrality for the gas supply portfolio by FY 2018 using high-quality environmental offsets with a cost cap of 10 ₵/therm. Council also directed staff to: Develop an implementation plan for the Carbon Neutral Gas Plan; Minimize cost to achieve carbon reduction within 10¢/therm rate impact cap; City of Palo Alto Page 6 Return to Council to determine an acceptable premium, if any, to be paid for a local offset project when a certified project is identified; and Consult with stakeholders on potential methods to fund alternatives to offsets, including methods involving voter approval. Staff is also proposing removing the GULP Implementation Plan item to pursue non-fossil gas sources (such as biogas). In 2012, the Northern California Power Agency (NCPA) was evaluating some non-fossil fuel alternatives for their gas fired generation. Nothing resulted from that Natural Gas Purchasing Program (NGPP) effort. The Carbon Neutral Gas Plan does not include any non-fossil fuel resources at this time. Table 4: Climate Protection GULP Current Proposed Objective 4 Reduce the carbon intensity of the gas portfolio in accordance with the Climate Protection Plan Reduce the carbon intensity of the gas portfolio in accordance with the Carbon Neutral Natural Gas Plan Strategy 4 a. Design and implement a voluntary retail program using reasonable priced non-fossil fuel gas resources; and b. Purchase non-fossil fuel gas for the portfolio as long as it can be done with no rate impact. a. Terminate the PaloAltoGreen Gas program established by Resolution 9405; and b. Design and implement the Carbon Neutral Gas Plan to achieve carbon reduction with no more than a ten cent per therm rate impact. Implementation Plan Item 7 Pursue reasonably priced non-fossil gas for a voluntary program through NGPP by: a. Reviewing the due diligence report to be provided to NGPP participants by the end of October 2010; and b. Based on the results, recommending whether to continue participating in the projects. Pursue potential modifications to the Carbon Neutral Gas Plan by: a. Determining an acceptable premium, if any, to be paid for a local offset project if and when a certified project is identified; and b. Investigating alternatives to offsets, including methods involving voter approval. Parity with PG&E There are no proposed changes to this section. Table 5: Parity with PG&E GULP Current Proposed City of Palo Alto Page 7 GULP Current Proposed Objective 5 At a reasonable cost, protect the City’s interests and maintain access to transportation on par with PG&E’s core customers. No change Strategy 5 a. Participate in the regulatory and legislative arena when the potential impact on the City is aligned with the cost to intervene and the probability of success; b. Negotiate with PG&E for fair access to transportation and storage; and c. Explore potential joint action with other public agencies. No Change COMMISSION REVIEW The proposed changes to GULP were transmitted to the Utilities Advisory Commission as an informational item at their April 5, 2017 meeting. POLICY IMPLICATIONS Changes to the GULP Objectives, Strategies and Implementation Plan reflect policy decisions already made by Council. No new initiatives are proposed by staff in connection with this GULP update. ENVIRONMENTAL REVIEW Council’s approval of conforming changes to the GULP to reflect prior Council action does not require California Environmental Quality Act review, because the approval does not meet the definition of a project under Public Resources Code 21065. Attachments: Attachment A: Proposed GULP Strategies and Objectives ATTACHMENT A Proposed Gas Utility Long-term Plan (GULP) Objectives, Strategies and Implementation Plan GULP Objectives: 1. Market price transparency – Pass a market supply cost signal through to customers. 2. Supply Cost Management – Lower delivered gas cost over the long term. 3. Energy Efficiency – Ensure the deployment of all feasible, reliable, cost-effective energy efficiency measures. 4. Climate Protection – Reduce the carbon intensity of the gas portfolio in accordance with the Sustainability and Climate Protection Plan. 5. Parity with PG&E – At a reasonable cost, protect the City’s interests and maintain access to transportation on par with PG&E’s core customers. GULP Strategies: 1. Pass a market supply cost signal through to customers by: a. Purchasing natural gas at monthly and daily market index prices; and b. Changing gas supply rates monthly to reflect market prices. 2. Lower delivered gas cost over the long term by: a. Acquiring pipeline assets that yield supply costs below market and meet operational needs; b. Taking advantage of the City’s low cost of capital to acquire gas supply and assets; and c. Optimizing existing assets. 3. Ensure the deployment of all feasible, reliable, cost-effective energy efficiency measures by: a. Developing a ten-year gas efficiency plan every four years maintaining consistency with the electric energy efficiency goals update schedule; and b. Considering the impacts of electrification on gas demand. 4. Reduce the carbon intensity of the gas portfolio in accordance with the Climate Protection Plan by: a. Terminating the PaloAltoGreen Gas program established by Resolution 9405; and b. Designing and implementing the Carbon Neutral Gas Plan to achieve carbon reduction with no more than a 10 cent per therm rate impact. 5. At a reasonable cost, protect the City’s interests and maintain access to transportation on par with PG&E’s core customers by: a. Participating in the regulatory and legislative arenas when the potential impact on the City is aligned with the cost to intervene and the probability of success; a. Negotiating with PG&E for fair access to transportation and storage; and b. Exploring potential joint action with other public agencies. ATTACHMENT A GULP Implementation Plan: 1. Continue to implement market-based supply purchases and commodity rates. 2. Pursue below-market assets available through the Gas Transportation and Storage Settlement by: a. Evaluating the pipeline capacity reservation options available; and b. Contracting with PG&E for any pipeline capacity with an estimated cost below the forecasted market value. 3. Monitor the prepay market and prepare for implementation in preparation for a future MuniGas transaction. 4. Implement gas efficiency programs to meet the gas efficiency goals. 5. Track and report on gas efficiency by: a. Providing quarterly updates to the UAC about the gas efficiency programs; and b. Providing annual updates to Council on gas efficiency achievements compared to the goals and overall cost effectiveness. 6. Continue evaluating new gas efficiency technologies and undertake pilot studies where appropriate. 7. Pursue potential modifications to the Carbon Neutral Gas Plan by: a. Determining an acceptable premium, if any, to be paid for a local offset project if and when a certified project is identified; and b. Investigating alternatives to offsets, including methods involving voter approval. City of Palo Alto (ID # 7882) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Rinconada Pool Building Roofing Replacement Project Title: Approval of a Construction Contract With Alcal Specialty Contracting, Inc. in an Amount Not-to-Exceed $261,227 to Replace the Existing Roofs at the Rinconada Pool Buildings, Capital Improvement Program Project PF- 00006 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1.Approve and authorize the City Manager or his designee to execute a contract with Alcal Specialty Contracting, Inc. in an amount not to exceed $237,479 (Attachment A) for the Rinconada Pool Roofing Replacement project, budgeted in the recurring Capital Improvement Project, Roof Replacements (PF-00006); and 2.Authorize the City Manager or his designee to negotiate and execute one or more changes to the contract with Alcal Specialty Contracting, Inc. for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $23,748. Background The existing mineral cap sheet roof on the Rinconada Pool is beyond its useful life and no longer meets code or Title 24 requirements. Leaking has caused extensive water damage throughout the entrance lobby, locker rooms and shower areas, increasing maintenance needs both to the roof and affected interior spaces. Discussion This project will improve occupant health and safety and reduce maintenance costs. Under contract, Alcal Specialty Contracting, Inc. will remove the existing City of Palo Alto Page 2 mineral cap sheet roofing system down to the wood deck substrate, and the equipment from its current curb supports. Curbs will then be dismantled and rebuilt higher and the equipment reinstalled per the specifications (Attachment B). Alcal Specialty Contracting, Inc. will provide and install a modified bituminous membrane roofing system throughout with R-9 insulation, new crickets and drainage swells to direct rainwater to new roof drains, and walkway traffic pads to access rooftop mechanical equipment. Bid Process An Invitation for Bid for the project was posted on Planet Bids on February 09, 2017. The bid period was 19 calendar days. Ten bids were received on February 28, 2017,five of which were from responsible and responsive bidders (Attachment C). Summary of Solicitation Process Invitation For Bid (IFB) Published 02/09/2017 Mandatory Pre-Bid Site Walk 02/15/2017 Number of Company Attendees at Pre-bid Meeting 5 Number of Bids Received 10 Bid Opening 02/28/2017 Bid Proposal $ Range $237,479 to $353,200 The bids ranged from a low of $237,479 to a high of $353,200 and were within range of the engineer’s estimate. Staff has reviewed all bids submitted and recommends the base bid and allowances totaling $237,479 submitted by Alcal Specialty Contracting, Inc. be accepted and Alcal Specialty Contracting, Inc. be declared the lowest responsible bidder. The change order amount of $23,748, which equals ten percent of the total contract, is requested for related additional, but unforeseen work, which may develop during the project. City of Palo Alto Page 3 Resource Impact Funding for this project was budgeted as part of the Fiscal Year 2017 Adopted Capital Budget in the recurring Capital Improvement Program Project, Roofing Replacement (PF-00006). Environmental Review This project is categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301c of the CEQA Guidelines as repair, maintenance and/or minor alteration of the existing facilities and no further environmental review is necessary. Attachments: ·Attachment A -C17166799 Rinconda Pool ·Attachment B -Rinconada Pool Drawings and Specs ·Attachment C -Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C17166799 City of Palo Alto “Rinconada Pool Reroof Project” Attachment A Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..12 15.1 Remedies Upon Default……………………………………………………………………………………….12 15.1.1 Delete Certain Services…………………………………………………………………………………….12 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….14 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on 5th day of June 2017 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and ALCAL SPECIALTY CONTRACTING, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a corporation duly organized and in good standing in the State of Nevada, Contractor’s License Number 815286 and Department of Industrial Relations Registration Number 1000000315. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On February 2, 2017, City issued an Invitation for Bids (IFB) to contractors for the Rinconada Pool Re-roof Project (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1. INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Rinconada Pool Re-roof Project located at 777 Embarcadero Road, Palo Alto, CA. 94303 ("Project"). Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed within forty five (45) calendar days after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of five hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, 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 Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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 Hundred Thirty-seven Thousand Four Hundred Seventy Nine Dollars ($237,479.00). 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Cecil Lectura Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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: Alcal Specialty Contracting Inc. 42950 Osgood Road Fremont, California 94538 Attn: Gary Riggio 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION 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. (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. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ City Manager or designee APPROVED AS TO FORM: ____________________________ Sandra Lee Assistant City Attorney APPROVED: ____________________________ Public Works Director ALCAL SPECIALTY CONTRACTING INC. Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ TECHNICAL SPECIFICATIONS FOR RINCONADA POOL BUILDINGS RE-ROOF PF-00006-080 AT 777 EMBARCADERO ROAD PALO ALTO, CALIFORNIA November 15, 2016 Issued by: City of Palo Alto Public Works Department Public Services Division Facilities Capital Improvement Projects Prepared by: ________________________________ Cecil R. Lectura Project Engineer Approved by: ________________________________ Jimmy Y. Chen Project Manager Attachment B Rinconada Pool Bldgs Re-Roof Specification PF-00006 TABLE OF CONTENTS Page 1 TABLE OF CONTENTS SECTION 01 11 00 GENERAL REQUIREMENTS SECTION 01 74 00 TEMPORARY CONDITIONS SECTION 01 77 00 CONTRACT CLOSEOUT SECTION 02 41 00 DEMOLITION SECTION 06 10 00 ROUGH CARPENTRY SECTION 07 01 50 THERMAL AND MOISTURE PROTECTION SECTION 07 51 12 MODIFIED BITUMINOUS MEMBRANE ROOFING SECTION 07 60 00 FLASHING AND SHEET METAL SECTION 07 72 69 ROOF ANCHORS & SAFETY RESTRAINTS SECTION 07 92 00 JOINT SEALANTS SECTION 09 91 13 EXTERIOR PAINTING AND FINISHING APPENDIX - PROJECT DRAWINGS - COLD-APPLIED MODIFIED BITUMEN ROOFING INSTALLATION GUIDE Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 2 SECTION 01 11 00 - GENERAL REQUIREMENTS PART 1 - GENERAL 1.1 SCOPE OF WORK The contractor shall be responsible for all labor, material, tools, equipment, and services necessary for removing existing mineral cap roof, as well as installing new roofs of approximately 6,473 total SF located at 777 Embarcadero Road, in Palo Alto, California: +/-4,729 SF at the Main Pool Facility, +/-828 SF at the Lap Pool Office, and +/-916 SF at the PASA Office/Storage Garage. Contractors bidding the project shall, at their discretion, measure and verify the roof areas during the mandatory bid walk. The project includes but is not limited to the following: A. Replace all existing rectangular roof drain assemblies only at Main Pool Building and Lap Pool Office: metal catch basin unit, downspouts, and leader with Zurn ZC100-EA-R-VP-SS 15” round, cast-iron roof drains. Enlarge existing roof deck opening to accommodate unit/assembly. Seal, prime, and paint exterior exposed surfaces of new drain assemblies and new 3” min. dia. downspout replacements. Colors to match existing assemblies. B. Existing active and operational, roof-mounted equipment and their respective piping, etc. to remain intact during entire construction period. Coordinate with City of Palo Alto project manager re: any temporary support procedures to place during that period. C. Remove existing mineral cap roofing system down to the existing substrate/ wood deck at three roof areas (of varying heights). Repair dry rot if necessary before installing new roofing system. D. Remove existing base assemblies of all roof-mounted HVAC equipment and skylights (where noted on drawings.) All equipment and skylights to be re- installed onto new higher roof curbs per the drawings, only as necessary. E. Remove all existing galv. edge metal perimeter flashing throughout roofs. Replace with new galv. flashing – paint color to match existing trim color. F. Remove and replace all conduit-topped 2x wood sleepers and metal clamps and replace all gas piping-topped 4x wood sleepers with new rubber Durablok sleepers with galv. metal clamps. No wood sleepers allowed per City of Palo Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 3 Alto codes. G. Patch/repair substrate as necessary before installing modified bituminous membrane roofing over fiberboard over min. R-19 tapered, rigid insulation throughout roof (where noted on drawings) and around pipe and exhaust ductwork penetrations. Apply acrylic Title-24, CRRC-approved white or light- colored reflective coating over all roofing material areas as final step, after all other roof work completed. H. Install and secure new galv. wire mesh screen covers securely over pipe jacks, to prevent both vandalism and pest encroachment. I. Install standard-size walkway traffic pads over new roof system, per the review and approved suggested plan configuration from the contractor. Install per manufacturer-recommended minimal distances between pads. J. Replace at PASA Office/Storage Garage: existing gutter with galv. gutter. K. Install exterior fall-protection screens at each existing skylight at Main Pool building: Fallguard Skylight Screen by Plasteco, Inc. or approved equal. Screens shall be galvanized wire mesh. 1.2 RELATED WORK Reference the drawings and specifications for this project. 1.3 PRE-BID CONFERENCE A. The bidding Contractor shall attend a mandatory pre-bid meeting and job site visit, and be prepared to raise any questions he/she may have about the renovation area, methods, procedures, required inspections, plans, specifications, and the contract documents. B. For substitution approval, bidding Contractor must first submit an RFI and get an approval prior to bid opening. An addendum will then be issued to all prospective bidders prior to bid opening. C. Contractor requirements: Contractor State Licensing Board: Roofing (C-39). 1.4 PRE-CONSTRUCTION MEETING, SCHEDULE The City shall schedule a pre-construction meeting to review the project with the Contractor. At the time of the meeting, the Contractor shall furnish to the Project Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 4 Manager for review and approval, a Microsoft Project bar-graph schedule covering various phases of the operations, and all required submittals. The approved progress schedule shall be followed throughout the contract. The Contractor shall also provide emergency contact numbers for after-hours calls. Copies of all product data must be submitted and approved by the City of Palo Alto’s Project Manager, prior to their installation. 1.5 CONSTRUCTION SCHEDULE Contractor shall begin work within seven (7) calendar days after receiving the Notice to Proceed, and shall complete all work covered by this contract within 30 calendar days from the Notice to Proceed date. If bad weather or unforeseeable site conditions occur, the Contractor may be granted extra days to complete the job only after a letter requesting for the time extension is submitted and approved by the Project Manager. Contractor shall adjust his schedule for any special events occurring at the site. No additional overhead will be paid. The Contractor shall notify the City of Palo Alto’s Project Manager at least five (5) working days prior to commencing work, when weather conditions allow for an uninterrupted, 45-day appropriated rain-free or temperature-conflicting period of time. All noise-producing demolition work shall be done during non-business hours. Building will be in use throughout construction. All utilities to areas outside the work area must be maintained. Maintain both ingress and egress to/from building at all times and clear walkways for public use (as applicable.) 1.6 PROTECTION OF EXISTING BUILDING A. Contractor shall use proper and diligent care to protect any and all property belonging to the City of Palo Alto, or others, including existing buildings, doors, floors, walks, pavements, pipe systems, ceiling structures, etc. Contractor shall take all reasonable steps to minimize any dirt, noise, dust, traffic, or other problems, i.e. damage to surrounding property or buildings attributable to any action by the Contractor. B. Contractor shall not overload any part of the premises or the building with any excess material or equipment. If so, he shall do so at his own risk and he shall be solely responsible for any and all loss, damage, and/or injury arising or resulting from the overloading. Protect interior floors and Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 5 concrete sidewalks not only with heavy plywood sheets to evenly distribute trucks loads, but also when carting materials and debris over them. 1.7 SAFETY A. Contractor is solely responsible for safety on the job site and shall follow all OSHA safety requirements, and all state safety regulations and orders. 1. Strictly observe safety precautions, and erect temporary barricades, warning lines, signs, and protective railings to protect persons in, around, and under the work areas. Dropping or throwing of objects from above is prohibited. 2. Follow NRCA and OSHA fire protection and prevention provisions including, but not limited to, those listed in OSHA 1962; Chapter 150, 151, 152, 153, and OSHA Chapter 110, 1191 – 110 as they apply to torch application. Comply with all federal, state, and local regulations. 1.8 DRAWINGS A. The location and design of the required construction are shown on the drawings accompanying these Specifications. The following listed drawings are hereby made a part of these Specifications and this contract. Sheet No. Title Date A-1 Rinconada Pool Bldgs Roof Plans, Project Data November 10, 2016 A-2 Roofing and Skylight Details November 10, 2016 B. Any part of the work that is mentioned in either the specifications or on the drawings shall be understood by the Contractor to be part of the full scope of work to be done. 1.9 CONTRACT DOCUMENTS AT THE JOB SITE The Contractor shall keep one copy of all the contract documents at the job site in complete and good order. These shall be available to City representatives and public agencies having jurisdiction, and shall include all approved drawings, shop drawings, specifications, addenda, and change orders. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 6 1.10 INCLUSION OF GENERAL CONDITIONS AND DIVISION ONE Sections of Division 1 are a part of each and every section of these specifications and apply to each and every section as fully as if repeated in each case therein. 1.11 SITE INVESTIGATION Contractor shall visit the site, verify the general and location conditions, and note all other matters that will affect the proposed work. Failure to do so will not relieve the Contractor from his responsibility of underestimating the difficulty or the cost of the work. 1.12 SITE CONDITIONS AND SURVEYS Before beginning the work, the Contractor shall compare actual site conditions with the requirements of the drawings, and shall verify all existing conditions and dimensions. Any discrepancies should be reported immediately to the Project Manager before proceeding with any of the work. Data and information shown and indicated on the drawings should be field-verified. 1.13 CONTRACTOR SUPERVISION Contractor’s Project Superintendent shall have full authority to make minor changes and shall be responsible for the supervision and direction of the construction area. Questions regarding ANY revisions shall be addressed to City's Project Manager via a written Request For Information (RFI). Project Superintendent shall be present on site daily. 1.14 COORDINATION OF WORK Contractor shall coordinate all work with the City's Project Manager. 1.15 DESIGNATED CITY REPRESENTATIVE A. All communications and interface, including written correspondence by the Contractor, shall be with the City of Palo Alto Facilities Rehabilitation Division, P.O. Box 10250, Palo Alto, CA 94303, phone (650) 496-6900, ATTN: Cecil R. Lectura. B. The Project Engineer is Cecil R. Lectura at (650) 496-6921. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 11 00 Page 7 1.16 WARRANTY A. Contractor shall submit a warranty certificate, covering the roofing product for a period of twenty (20) years, from the date of final project acceptance. The certificate shall be included in the base bid proposal at no additional cost to the City. B. Contractor shall also submit a contractor warranty certificate, covering work performed under this contract for a period of two (2) years from the date of final project acceptance. The certificate shall be included in the base bid proposal at no additional cost to the City. 1.17 PERSONNEL REQUIREMENTS A. Contractor is required to have the Project Superintendent or lead onsite daily to manage the work during construction. B. Proper protective gear is required at all time during construction. These include hard hats, safety goggles, sound and respiratory protection, safety gloves, safety shoes, and full-length clothing. C. All Contractor’s employees shall wear either badges or have clothing identified with the company’s name. D. Contractor is responsible for his/her employees and subcontractor’s proper conduct, appearances, behavior and language used while on the job site. E. Copies of all current SDS for all components must be kept on site. Provide all crewmembers with appropriate safety data and training as is related to the specific chemical compound he or she may be expected to come in contact with. Each crewmember shall be fully aware of first-aid measures to be used in case of accidents. 1.20 DELIVERY OF MATERIALS OR EQUIPMENT Contractor is responsible for the storage of all equipment and materials. Contractor assumes all risk for storage of his/her materials. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 74 00 Page 1 SECTION 01 74 00 - TEMPORARY CONDITIONS PART 1 - GENERAL 1.1 WATER, LIGHT AND POWER All utilities shall be available to the Contractor for construction purposes at no charge. The Contractor is responsible for any temporary connections, extensions and distributions, including all wiring, piping, fittings, fixtures, devices, etc. Utilities must remain operational to all areas of the building at all times. Coordinate any required utilities shut down with Project Manager at least 48 hours in advance. 1.2 TEMPORARY SANITARY FACILITIES Contractor shall provide and install, without extra cost to the City, one or more portable and lockable chemical toilet(s) located where permitted by the City and kept continually in sanitary odor-free condition during project. Remove portable toilet(s) on project completion. Place portable toilet(s) in conformance with applicable laws, codes, and regulations. 1.3 DELIVERY AND STORAGE OF MATERIALS AND EQUIPMENT A. There will be a designated area for storage outside of the building and all the space in the work area is also available as storage space during construction. Material shall be neatly stored in the construction area. B. The Contractor shall assume full responsibility for protection and safe keeping of any materials, tools, and equipment stored on City's property. C. Store materials and equipment only in areas designated by the City for this purpose. D. It is anticipated that Contractor's materials will be placed in the job area. The Contractor shall coordinate delivery requirements with the City Project Manager. E. The Contractor shall be held fully responsible for safe mounting, use, storage and disassembly of the equipment; repair or restoration of the existing structure, its surfaces and finishes, landscaped areas and walkways, or other damage caused by the equipment Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 01 74 00 Page 2 1.4 DEBRIS AND CLEANING A. Waste All debris from demolition, framing removal, and other construction-related activities shall be carefully handled and discarded in a manner to minimize the generation of dirt and dust. Keep construction areas clean of waste material daily. All work areas shall be left broom-clean daily. B. All debris shall be removed by Contractor or Contractor’s employees. If debris boxes are used, they must be owned by Contractor or rented from Green Waste only. If rental debris boxes are used, they must be rented from the Palo Alto Sanitation Company (Green Waste), 2000 Geng Road, Palo Alto, CA (650) 493-4894. C. Contractor shall recycle all possible construction debris, including packaging of new materials. Contractor shall comply with City’s Green Building Ordinance. Contractor shall register itself and the project on the City of Palo Alto’s waste management website: greenhalosystems.com. Follow the instructions on the website to create and submit a plan, as well as to track the project’s recycling efforts. Provide documentation & receipts of all recycled materials prior to final request for payment and for final inspection. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification F001-14 Section 01 77 00 Page 1 SECTION 01 77 00 - CONTRACT CLOSEOUT PART 1 - GENERAL 1.1 CLOSEOUT PROCEDURES A. When contractor considers work has reached final completion, including all change orders and punch list, submit written certification that: 1) contract documents have been reviewed, 2) work has been inspected, 3) work is complete and in accordance with contract documents, and 4) project is ready for Project Manager’s inspection. B. In addition to submittal required by the general conditions of the contract, submit a final statement of accounting, giving total adjusted contract sum. Project will not be considered complete until all project documents are submitted. C. Return all keys and access badges to owner. 1.2 FINAL CLEANING A. Execute prior to final inspection. B. Clean all surfaces. Remove temporary labels, stains and foreign substances. C. Remove waste and surplus materials, rubbish, and temporary facilities from the project site. D. Re-do final cleaning if not cleaned to owner’s standards. 1.3 WARRANTIES Contractor shall assemble documents provided by subcontractors, suppliers, and manufacturers and file in a three ring binder with durable plastic cover. Provide a table of contents and warranty certificates covering 1) all roofing materials for 20 years, and 2) labor for two (2) years from the date of final project acceptance. Provide two (2) hard copies and one (1) electronic copy of all warranty documents for project closeout. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 02 41 00 Page 1 SECTION 02 41 00 - DEMOLITION PART 1 - GENERAL 1.1 RELATED DOCUMENTS Drawings and general requirements of the Contract, including General Requirements, Special Provisions and Division 1 Specification Sections, apply to this Section. 1.2 SCOPE OF WORK Refer to constructions drawings for roof area designations: A. Temporary removal of rooftop equipment (HVAC, exhaust vents) as required to re-install onto new, higher wood-framed bases. B. Removal of corroded exhaust vents and vent assemblies. C. Removal of all existing wood sleepers under both gas and electric pipes. Temporary shoring of piping to remove portions to raise height of horizontally- laid pipe runs. D. Removal of all existing counter-flashing on perimeter walls adjacent to roof areas. E. Removal of all existing roofing system: mineral cap roofing, asphalt underlayment, down to the plywood substrate. F. Removal and disposal of all visible dry rot, after removing existing roofing system. Dry rot must be confirmed with the City’s Project Engineer or Project Manager prior to removal and disposal. G. Removal of all drip edge & gravel stop flashings and gutters where both rust is prevalent and where noted on construction drawings. H. Removal of dry rot-damaged fascia boards as required for replacement. 1.3 REGULATORY REQUIREMENTS A. Conform to applicable codes for removal of materials from site. Comply with all regulations and requirements for dust control and disposal. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 02 41 00 Page 2 1.4 PROJECT CONDITIONS A. Owner’s occupants will occupy portions of building immediately within affected areas. Conduct improvements so occupants’ operations will not be disrupted. All noise-producing demolition work shall be done during non-business hours. B. Maintain access to all walkways, corridors, and other adjacently occupied or used areas in and around the facility. C. Provide, place, and maintain temporary barriers and security devices for safety of the occupants during the duration of the project. D. Do not allow roof debris and construction materials to fall onto any walking area surfaces during the entire project. These include the interior floors, outdoor walkways, and parking areas. E. Ensure protection and use care with all roof-located antenna, cabling, and/or mechanical equipment. Contractor shall be responsible for any and all damage that occurs to this equipment. F. Prevent debris from entering or blocking roof drains or plumbing vents. 1.6 WEATHER LIMITATIONS A. Proceed with demolition only when existing and forecasted weather conditions permit Work to proceed without water entering into existing roofing system or building. B. Contractor shall be responsible for any and all temporary weather proofing if required. PART 2 - PRODUCTS 2.1 TEMPORARY ROOFING MATERIALS Selection of materials and design of temporary roofing is responsibility of Contractor. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 02 41 00 Page 3 PART 3 - EXECUTION 3.1 DEMOLITION OF ROOFING MATERIAL For removing roofing material and/or substrate, the contractor shall ensure that the following work practices are followed: 1. Worker sign-in and on-site safety talk. 2. Roofing material shall be removed in an intact state to the extent feasible. 3. Wet methods shall be used to remove roofing materials that are not intact, or that will be rendered not intact during removal, unless such wet methods are not feasible or will create safety hazards. 4. Cutting machines shall be continuously misted during use, unless competent person determines that misting substantially decreases worker safety. 5. Upon being lowered, unwrapped material shall be transferred to a closed Receptacle in such manner so as to preclude the dispersion of dust. 6. Roof level heating and ventilation air intake sources shall be isolated or the ventilation system shall he shut down. 3.2 DISPOSAL A. Collect and place demolished materials in containers. Promptly dispose of demolished materials. Do not allow demolished materials to accumulate on-site. B. Contractor shall comply with Palo Alto Municipal Code Chapter 5.24 Requirements to Divert Construction and Demolition Waste from Landfill and under heading 1.4, Section 01 74 00, “Temporary Conditions”, located herein these Technical Specifications. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 06 10 00 Page 1 SECTION 06 10 00 - ROUGH CARPENTRY PART 1 - GENERAL 1.0 SCOPE OF WORK Contractor shall furnish all labor, materials, tools, and equipment to remove and replace all worn and/or damaged framing supports and pipe sleepers. 1.1 RELATED SECTIONS A. Section 02 41 00 - Demolition. B. Section 07 51 13 - Cold-Process Modified Bitumen membrane Roofing C. Section 07 60 00 - Flashing and Sheet Metal. General requirements for fabrication of sheet metal flashings and trim. D. Section 07 92 00 - Joint Sealants: Sealing of all roof joints. 1.2 QUALITY ASSURANCE A. Grading rules of the following associations apply to lumber furnished under this Section: 1. West Coast Lumber Inspection Bureau (WCLIB). 2. Western Wood Products Association (WWPA). 3. Redwood Inspection Service (RIS). B. Plywood shall conform to Product Standard PS 1-74. 1.3 PRODUCT DELIVERY, STORAGE AND HANDLING A. Immediately upon delivery to job site, place materials in area protected from weather. B. Store materials & cover with protective waterproof covering, providing for adequate air circulation & ventilation. Polyethylene cover is unacceptable. C. Do not allow materials to be exposed to any moisture during transportation, storage, handling and installation. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 06 10 00 Page 2 1.3 COORDINATION Coordinate carpentry work with the work of other trades, ensuring timely performance of carpentry work as required to meet the construction schedule. PART 2 - PRODUCTS 2.0 MATERIALS A. Blocking, edgings, curbs attached to substrate framing: S4S, Douglas fir, Douglas Fir-larch, or Hem-Fir, No. 2 grade or better. B. At all electric and gas piping, install rubber sleepers by Durablok, appropriately-sized for pipe type and diameter. Provide submittal for City of Palo Alto review/approval prior to ordering. 2.1 NAILS FOR STRUCTURE A. Nails shall be as per NRCA and UBC, and JM roof manufacturer. PART 3 - EXECUTION 3.0 DESCRIPTION A. All workmanship shall be in accordance with the best practice, shall be accurate, with exact measurements and layout and shall be performed in a neat and careful fashion. B. Where necessary to avoid splitting, nail holes shall be sub-bored. Split pieces shall be removed and replaced. C. Cleaning up - Upon completion of his work, the Contractor shall remove all staging and other apparatus used in the work. Contractor shall also clean up and remove all scrap material and debris and leave the job and surrounding areas in a clean and workmanlike manner. END OF DIVISION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 1 SECTION 07 01 50 - THERMAL AND MOSTURE PROTECTION PART 1 - GENERAL 1.1 SECTION INCLUDES A. Anchor sheet/roof deck protection. 1.02 RELATED SECTIONS 1. Section 06 10 00 - Rough Carpentry: Framing and wood decking. 2. Section 07 60 00 - Flashing and Sheet Metal: Sheet metal flashing; gutters and downspouts. 1.3 REFERENCES American Society for Testing and Materials (ASTM) - Annual Book of ASTM Standards: A. ASTM D1970 - Standard Specification for Self-Adhering Polymer Modified Bituminous Sheet Materials Used as Steep Roofing Underlayment for Ice Dam Protection. B. Underwriters Laboratories (UL) - Roofing Systems and Materials Guide (TGFU R1306). C. Sheet Metal and Air Conditioning Contractors National Association, Inc. (SMACNA) - Architectural Sheet Metal Manual. D. Asphalt Roofing Manufacturers Association (ARMA) E. National Roofing Contractors Association (NRCA) F. U.S. Green Building Council (USGBC) G. Leadership in Energy and Environmental Design (LEED) H. Miami Dade County Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 2 1.4 DEFINITIONS Roofing Terminology: Refer to ASTM D1079 and the glossary of the National Roofing Contractors Association (NRCA) Roofing and Waterproofing Manual for definitions of roofing terms related to this section. 1.5 LEED CERTIFICATION Roofing Terminology: Refer to ASTM D1079 and the glossary of the National Roofing Contractors Association (NRCA) Roofing and Waterproofing Manual for definitions of roofing terms related to this section. A. Provide a roofing system that will achieve or aid in the qualification of points satisfying 1. Materials & Resource credit 4 - Recycled Content. 2. Materials & Resource credit 5 - Local and Regional Materials. 1.6 SUBMITTALS A. Product Data: Provide product data sheets for each type of product indicated in this section. B. Shop Drawings: Provide manufacturers standard details and approved shop drawings for the tile roof underlayment specified. C. Submit copies of GAFMC product data sheets, detail drawings and samples for each type of roofing product. D. Certificates: Installer shall provide written documentation from the manufacturer of their authorization to install the roof system, and eligibility to obtain the warranty specified in this section. E. L.E.E.D. submittal: Coordinate with Section 01115 - Green Building Requirements, for LEED certification submittal forms and certification templates. 1.7 QUALITY ASSURANCE A. Manufacturer Qualifications: GAFMC shall provide all primary roofing underlayment products, leak barrier, and ventilation, by a single manufacturer. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 3 B. Installer Qualifications: Installer must be approved for installation of all roofing products to be installed under this section. 1.8 REGULATORY REQUIREMENTS A. Exterior Fire Test Exposure: Provide a roofing system that will achieve an Underwriters Laboratories rating for roof slopes indicated. 1. UL Class A B. Install all roofing products in accordance with all federal, state and local building codes. C. All work shall be performed in a manner consistent with current OSHA guidelines. 1.9 PRE-INSTALLATION MEETING A. General: For all projects in excess of 250 squares of roofing, a pre- installation meeting is strongly recommended. B. Timing: The meeting shall take place at the start of the roofing installation, no more than 2 weeks into the roofing project. C. Attendees: Meeting to be called for by manufacturer’s certified contractor. Meeting’s mandatory attendees shall include the certified contractor and the manufacturer’s representative. Non-mandatory attendees shall include the owner’s representative, architect or engineer’s representative, and the general contractor’s representative. D. Topics: Certified contractor and manufacturer’s representative shall review all pertinent requirements for the project, including but not limited to, scheduling, weather considerations, project duration, and requirements for the specified warranty. 1.10 DELIVERY, STORAGE, AND HANDLING A. Deliver all roofing materials to the site in original containers, with factory seals intact. All products are to carry either a GAFMC or BMCA® label. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 4 B. Remove manufacturer supplied plastic covers from materials provided with such. Use “breathable” type covers such as canvas tarpaulins to allow venting and protection from weather and moisture. Cover and protect materials at the end of each work day. Do not remove any protective tarpaulins until immediately before the material is to be installed. C. Store products in a covered, ventilated area, at temperature not more than 55 degrees F (12.6 degrees C). D. Do not expose materials to moisture in any form before, during, or after delivery to the site. Reject delivery of materials that show evidence of contact with moisture. E. Store bundles on a flat surface. Maximum stacking height shall not exceed GAFMC’s recommendations. Store all rolls on end. 1.11 WEATHER CONDITIONS A. Proceed with work only when existing and forecasted weather conditions will permit work to be performed in accordance with GAFMC’s recommendations. 1.12 WARRANTY A. Provide GAFMC® Blue Diamond Guarantee or approved equal, where the manufacturer agrees to repair or replace the portion of the roofing materials, which have resulted in a leak due to a manufacturing defect or defects caused by ordinary wear and tear. 1. Duration: Twenty (20) years from the date of completion. PART 2 - PRODUCTS 2.1 MANUFACTURERS A. Acceptable Manufacturers: 1. GAFMC, 1361 Alps Rd. Wayne NJ 07470. Tel: 1-973-628-3000 2. Tremco Inc., Cleveland, OH Tel: 1-216-292-5000. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 5 2.2 FIRE BARRIER SHEET A. Non-woven fiberglass mat underlayment coated on both sides using a highly filled polymer. Provides a fire barrier and water resistant. Approved by Dade Country, Florida Building Code, and ICC approval. Each roll contains approximately 3.5 squares (350 gross sq. ft.) of material and is 42" x 100' (1.07m x 30.5 ft). VersaShield Underlayment® by GAFMC or approved equal. 2.3 ANCHOR SHEET A. Premium, water repellant, breather type non-asphaltic underlayment. UV stabilized polypropylene construction. Meets or exceeds ASTM D226 and D4869. Approved by Dade Country, Florida Building Code, and ICC. Each roll contains approximately 10 squares (1003 sq. ft.) of material and is 54” x 223’. Deck-Armor™ Premium Breathable Roof Deck Protection, by GAFMC or approved equal. 2.4 ROOFING CEMENT & PRIMER A. SBS Cement: ASTM D4586, Matrix 201 Premium SBS Flashing Cement, by GAFMC® or approved equal. B. Asphalt Primer: ASTM D41, Matrix 307 Premium Asphalt Primer, by GAFMC® or approved equal. C. Asphalt Plastic Roofing Cement meeting the requirements of ASTM D 4586, Type I or II. 2.5 NAILS A. Refer to Section 07 51 13, Part 2.5 Assembly Fasteners for nail type and acceptable manufacturers. B. Plastic cap nails by others. 2.6 PLATES & SCREWS A. Standard duty alloy steel insulation fastener with CR-10 coating with a .215” diameter thread. Factory Mutual Standard 4470 Approved, #3 Phillips head for use on steel and wood decks, Drill•Tec Standard Screws by GAFMC or approved equal. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 6 B. Galvalume coated steel 3" diameter plates. Miami Dade and Factory Mutual Standard 4470 Approved and suitable for use with Drill•Tec Philips head fasteners and Drill•Tec extra heavy duty fasteners. Made for east use with Drill•Tec AccuTrac stand up tool, Drill•Tec Accuseam Plates by GAFMC or approved equal. 2.7 METAL FLASHING A. 24 gauge hot-dip galvanized steel sheet, complying with ASTM A 653/A 653M, G90/Z275. PART 3 - EXECUTION 3.01 EXAMINATION A. Verify that the surfaces and site conditions are ready to receive work. B. Verify that the deck is supported and secured. C. Verify that the deck is clean, dry and smooth, free of ice or snow, depressions, waves, or projections, and properly sloped to drains, valleys, eaves, scuppers or gutters. D. Verify that all roof openings or penetrations through the roof are solidly set, and that all flashings are tapered. E. If roof deck preparation is the responsibility of another installer, notify the architect or building owner of unsatisfactory preparation before proceeding. 3.02 GENERAL PREPARATION A. Verify that the surfaces and site conditions are ready to receive work. B. Verify that the deck is supported and secured. C. Verify that the deck is clean, dry and smooth, free of ice or snow, depressions, waves, or projections, and properly sloped to drains, valleys, eaves, scuppers or gutters. D. Verify that all roof openings or penetrations through the roof are solidly set, and that all flashings are tapered. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 01 50 Page 7 E. If roof deck preparation is the responsibility of another installer, notify the architect or building owner of unsatisfactory preparation before proceeding. 3.3 SUBSTRATE PREPARATION A. Wood Deck (Plank / Heavy Timber) 1. Wood boards must be at least 1” nominal thickness and have a nominal width of 4’-6”. Tongue and groove or shiplap lumber is preferred to square edge material since subsequent shrinkage or warping of square edge planks may cause ridging of the roof system above adjacent boards. 2. Preservatives or fire retardants used to treat the decking must be compatible with roofing materials. 3. The deck must be installed over joists that are spaced 24” (61 cm) o.c. or less. 4. The deck must be installed so that all four sides of each panel bear on and are secured to joist and cross blocking. “H” clips are not acceptable. 5. Panels must be installed with a 1/8” to 1/4” (3mm – 6mm) gap between panels and must match vertically at joints to within 1/8” (3mm). 6. Decking should be kept dry and roofed promptly after installation. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 1 SECTION 07 51 12 - MODIFIED BITUMINOUS MEMBRANE ROOFING PART 1 - GENERAL 1.1 SECTION INCLUDES A. The attached are components of this section: 1. Preparation of substrate to receive roofing materials. 2. Roof insulation application to prepared substrate. 3. Roof membrane application. 4. Roof flashing application. 5. Incorporation of sheet metal flashing components and roofing accessories into the roof system. 1.2 PRODUCTS INSTALLED BUT NOT FURNISHED UNDER THIS SECTION A. Sheet metal flashing and trim. B. Sheet metal roofing specialties. 1.3 RELATED SECTIONS A. Section 06 10 00 - Rough Carpentry. B. Section 07 60 00 - Flashing and Sheet Metal. 1.4 REFERENCE STANDARDS A. References in these specifications to standards, test methods and codes, are implied to mean the latest edition of each such standard adopted. The following is an abbreviated list of associations, institutions, and societies which may be used as references throughout this specification section. ASTM - American Society for Testing and Materials; Philadelphia, PA. FM - Factory Mutual Engineering and Research; Norwood, MA. NRCA - National Roofing Contractors Association; Rosemont, IL. OSHA - Occupational Safety and Health Administration; Washington, DC. SMACNA - Sheet Metal and Air Conditioning Contractors National Association; Chantilly, VA. UL - Underwriters Laboratories; Northbrook, IL. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 2 1.5 DESCRIPTION OF WORK A. The basic work description required in this specification includes the following: 1. Project Type: Tear-off. 2. Deck: Plywood. Existing slope is 1/4 inch per foot. 3. Insulation - bottom layer: Polyisocyanurate, tapered, having a thickness up to 2 inches, mechanically attached simultaneously with the top layer of insulation. 4. Insulation - top layer: High density fiberboard, having a thickness of 1/2 inch, mechanically attached. 5. Roof System: SBS Modified Bituminous Membrane system as described in Part 2 of these Specifications. 6. Flashing System: Metal-Clad Modified Bitumen Flashing Sheet as described in Part 2 of these Specifications. 1.6 SUBMITTALS A. All submittals which do not conform to the following requirements will be rejected. B. Submittal with Bid: Submit a price per square foot to provide and apply additional layers of Paradiene 20 in VOC compliant adhesive as necessary to treat low-lying areas where ponding water my accumulate. The areas shall be identified by the Owner’s representative. C. Submittal of Equals: Submit primary roof systems to be considered as equals to the specified roof system in accordance with Section 01630. Primary roof systems which have been reviewed and accepted as equals to the specified roof system will be listed in an addendum prior to bid date; only then will equals be accepted at bidding. Submittals shall include the following: 1. Two 3 inch x 5 inch samples of the primary roofing and flashing sheets. 2. Latest edition of the roofing system manufacturer's specifications and installation instructions. 3. Evidence that the manufacturer of the proposed roofing system utilizes a quality management system that is ISO 9001 certified. Documentation of ISO 9001 certification of foreign subsidiaries without domestic certification will not be accepted. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 3 4. Evidence and description of manufacturer's quality control/quality assurance program for the primary roofing products supplied. The quality assurance program description shall include all methods of testing for physical and mechanical property values. Provide confirmation of manufacturer's certificate of analysis for reporting the tested values of the actual material being supplied for the project prior to issuance of the specified guarantee. 5. Descriptive list of the materials proposed for use. 6. Evidence of Underwriters' Laboratories Class A acceptance of the proposed roofing system (including mopping asphalt or cold adhesive) without additional requirements for gravel or coatings. No other testing agency approvals will be accepted. 7. Letter from the proposed primary roofing manufacturer confirming that a phased roof application, with only the modified bitumen base ply in place for a period of up to 10 weeks, is acceptable and approved for this project. 8. List of 3 of the proposed primary roofing manufacturer's projects, located in the United States, of equal size and degree of difficulty which have been performing successfully for a period of at least 10 years. 9. Letter from the proposed primary roofing manufacturer confirming that the filler content in the elastomeric blend of the proposed roof membrane and flashing components does not exceed 35% in weight. 10. Complete list of material physical and mechanical properties for each sheet including: weights and thicknesses; low temperature flexibility; peak load; ultimate elongation; dimensional stability; compound stability; high temperature stability; granule embedment and resistance to thermal shock for foil faced products. 11. Evidence that the roof system shall pass 500 cycles of ASTM D 5849 Resistance to Cyclic Joint Displacement (fatigue) at 14F (-10C). Passing results shall show no signs of membrane cracking or interply delamination after 500 cycles. The roof system shall pass 200 cycles of ASTM D 5849 after heat conditioning performed in accordance with ASTM D 5147. 12. Sample copy of the proposed guarantee. D. Submittals Prior to Contract Award: 1. Letter from the proposed primary roofing manufacturer confirming that the bidder is an acceptable Contractor authorized to install the proposed system. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 4 2. Letter from the primary roofing manufacturer stating that the proposed application will comply with the manufacturer's requirements in order to qualify the project for the specified guarantee. E. Submittals Prior to Project Close-out: 1. Certificate Of Analysis from the testing laboratory of the primary roofing materials manufacturer, confirming the physical and mechanical properties of the roofing membrane components. Testing shall be in accordance with the parameters published in ASTM D 5147 and ASTM D 7051 and indicate Quality Assurance/Quality Control data as required to meet the specified properties. A separate Certificate Of Analysis for each production run of material shall indicate the following information: a. Material type b. Lot number c. Production date d. Dimensions and Mass (indicate the lowest values recorded during the production run): - Roll length - Roll width - Selvage width - Total thickness - Thickness at selvage (coating thickness) - Weight e. Physical and Mechanical Properties: - Low temperature flexibility - Peak load - Ultimate Elongation - Dimensional stability - Compound Stability - Granule embedment - Resistance to thermal shock (foil faced products) 2. Manufacturer's printed recommendations for proper maintenance of the specified roof system including inspection frequencies, penetration addition policies, temporary repairs, and leak call procedures. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 5 1.7 QUALITY ASSURANCE A. Acceptable Products: Primary roofing products, including each type of sheet, all manufactured in the United States, shall be supplied by a single manufacturer which has been successfully producing the specified types of primary products for not less than 10 years. The primary roofing products shall have maintained a consistent composition for a minimum of five years. B. Product Quality Assurance Program: Primary roofing materials shall be manufactured under a quality management system that is monitored regularly by a third party auditor under the ISO 9001 audit process. A certificate of analysis for reporting/confirming the tested values of the actual material being supplied for the project will be required prior to project close-out. C. Agency Approvals: The proposed roof system shall conform to the following requirements. No other testing agency approvals will be accepted. 1. Underwriters Laboratories Class A acceptance of the proposed roofing system (including mopping asphalt or cold adhesive) without additional requirements for gravel or coatings. 2. The roof membrane system shall be eligible to achieve 1 credit point according to the SS Credit 7.2: Heat Island Effect: Roof as recorded in LEED – NC Version 2.2. 3. The roof membrane system shall meet the requirements for initial solar reflectance of the U.S. EPA Energy Star program. D. Acceptable Contractor: Contractor shall have a minimum of 2 years experience in successfully installing the same or similar roofing materials and be certified in writing by the roofing materials manufacturer to install the primary roofing products. E. Scope of Work: The work to be performed under this specification shall include but is not limited to the following: Attend necessary job meetings and furnish competent and full time supervision, experienced roof mechanics, all materials, tools, and equipment necessary to complete, in an acceptable manner, the roof installation in accordance with this specification. Comply with the latest written application instructions of the manufacturer of the primary roofing products. In addition, application practice shall comply with requirements and recommendations contained in the latest edition of the Handbook of Accepted Roofing Knowledge (HARK) as published by the National Roofing Contractor's Association, amended to include the acceptance of a phased roof system installation. F. Local Regulations: Conform to regulations of public agencies, including any specific requirements of the city and/or state of jurisdiction. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 6 G. Manufacturer Requirements: Ensure that the primary roofing materials manufacturer provides direct trained company personnel to attend necessary job meetings, perform periodic inspections as necessary, and conducts a final inspection upon successful completion of the project. 1.8 PRODUCT DELIVERY STORAGE AND HANDLING A. Delivery: Deliver materials in the manufacturer's original sealed and labeled containers and in quantities required to allow continuity of application. B. Storage: Store materials out of direct exposure to the elements on pallets placed over clean, flat and dry surfaces. Storage of pallets over dirt, grass- covered ground or newly placed concrete may result in upward moisture transpiration and contamination of product. Store rolls of roofing on end. For roof-top storage, avoid overloading of deck and building structure. Factory packaging is not intended for job site protection. Slit factory packaging immediately upon arrival at the job site to prevent build-up of condensation and cover materials using a breathable cover such as a canvas. Polyethylene or other non-breathable plastic coverings shall not be used. Store flammable or temperature sensitive materials away from open flame, ignition sources or excessive heat. C. Handling: Handle all materials in such a manner as to preclude damage and contamination with moisture or foreign matter. Handle rolled goods to prevent damage to edges or ends. D. Damaged Material: Any materials that are found to be damaged or stored in any manner other than stated above will be automatically rejected, removed and replaced at the Contractor's expense. 1.9 PROJECT/SITE CONDITIONS A. Requirements Prior to Job Start 1. Notification: Give a minimum of 5 days notice to the Owner and manufacturer prior to commencing any work and notify both parties on a daily basis of any change in work schedule. 2. Permits: Obtain all permits required by local agencies and pay all fees which may be required for the performance of the work. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 7 3. Safety: Familiarize every member of the application crew with all fire and safety regulations recommended by OSHA, NRCA and other industry or local governmental groups. B. Environmental Requirements 1. Precipitation: Do not apply roofing materials during precipitation or in the event there is a probability of precipitation during application. Take adequate precautions to ensure that materials, applied roofing, and building interiors are protected from possible moisture damage or contamination. 2. Temperature Restrictions - asphalt: At ambient temperatures of 40F (4C) and below, special precautions must be taken to ensure that the specified Type IV asphalt maintains a minimum acceptable 400F (204C) at the point of sheet application. The asphalt must not be overheated to compensate for cold conditions. The use of insulated handling equipment is strongly recommended. Hot luggers, mop carts, and kettle-to-roof supply lines should be insulated. Hand mops should be constructed with a smaller yarn head to facilitate short moppings. Luggers and mop carts should never be more than half filled at all times. 3. Temperature Restrictions - cold adhesive: At low temperatures, the specified cold adhesive becomes more viscous, making even distribution more difficult. The optimal temperature of the adhesive at point of application is 70° - 100°F (21° - 38°C). To facilitate application when ambient temperatures are below 50F (10C), store the adhesive and roll goods in a warm place immediately prior to use. Bulk warmers, inline heaters, or other pre-heating equipment should be used to maintain the proper viscosity of the adhesive when using mechanical application equipment. Consider "flying in” the pre-cut roofing sheets in by placing them into the adhesive rather than rolling them into position. Roll or broom the sheets to ensure contact with the underlying adhesive. Suspend application in situations where the adhesive cannot be kept at temperatures allowing for even distribution. 4. Temperature Restrictions - self-adhered: The minimum required substrate temperature at point of application is 40F (4C). Maintain a minimum roof membrane material temperature above 60° F (16° C). In low temperature conditions, materials should be kept warm prior to application. In temperatures below 60° F (16° C) the specified tacky primer, required for vertical applications, should be considered to facilitate proper bonding of self-adhered membrane for horizontal applications. The minimum ambient temperature range at the time of tacky primer application is 45°F to 105°F (7°C - 40°C). Suspend application in situations where the self-adhered base ply cannot be Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 8 kept at temperatures allowing for proper adhesion. C. Protection Requirements 1. Membrane Protection: Provide protection against staining and mechanical damage for newly applied roofing and adjacent surfaces throughout this project. 2. Torch Safety: Crew members handling torches shall be trained by an Authorized Certified Roofing Torch Applicator (CERTA) Trainer, be certified according to CERTA torch safety guidelines as published by the National Roofing Contractor's Association (NRCA), and follow torch safety practices as required by the contractor's insurance carrier. Designate one person on each crew to perform a daily fire watch. The designated crew member shall watch for fires or smoldering materials on all areas during roof construction activity, and for the minimum period required by CERTA guidelines after roofing material application has been suspended for the day. 3. Limited Access: Prevent access by the public to materials, tools and equipment during the course of the project. 4. Debris Removal: Remove all debris daily from the project site and take to a legal dumping area authorized to receive such materials. 5. Site Condition: Complete, to the owner's satisfaction, all job site clean-up including building interior, exterior and landscaping where affected by the construction. 1.10 GUARANTEE/WARRANTY A. Roof Membrane Guarantee: Upon successful completion of the project, and after all post installation procedures have been completed, furnish the Owner with the Manufacturer's 20 year labor and materials membrane guarantee. The guarantee shall be a term type, without deductibles or limitations on coverage amount. PART 2 PRODUCTS 2.1 RIGID ROOF INSULATION A. Roof insulation shall be UL and FM approved for a minimum R-19 rating. Insulation shall be approved in writing by the insulation manufacturer for intended use and for use with the specified roof assembly. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 9 1. Polyisocyanurate Board Insulation: A closed cell, rigid polyisocyanurate foam core material, integrally laminated between glass fiber facers, in full compliance with ASTM C 1289, Type II, Class 1, Grade 2. Panels shall be tapered and have a nominal thickness up to 2 inches with a minimum R value of 12. Acceptable types are as follows: a. Paratherm by Siplast; Irving, TX b. ACFoam II by Atlas Roofing Corporation; Atlanta, GA c. ENRGY 3 by Johns Manville, Inc.; Denver, CO d. H-Shield by Hunter Panels, LLC, Portland, ME e. Multi-Max FA by RMAX, Inc.; Dallas, TX 2. Fiberboard: A high density panel composed of interlocking wood fibers and waterproofing binders, having a top surface that is fire-rated. Panels shall have a nominal thickness of 1/4 inch. Acceptable types are as follows: a. Dens Deck Prime 2.2 DESCRIPTION OF ROOFING SYSTEM A. Roofing Membrane Assembly: A roof membrane assembly consisting of two plies of a prefabricated, reinforced, homogeneous Styrene-Butadiene-Styrene (SBS) block copolymer modified asphalt membrane, applied over a prepared substrate. Reinforcement mats shall be impregnated/saturated and coated each side with SBS modified bitumen blend. The cross sectional area of the sheet material shall contain no oxidized or non-SBS modified bitumen. The roof system shall pass 500 cycles of ASTM D 5849 Resistance to Cyclic Joint Displacement (fatigue) at 14F (-10C). Passing results shall show no signs of membrane cracking or interply delamination after 500 cycles. The roof system shall pass 200 cycles of ASTM D 5849 after heat conditioning performed in accordance with ASTM D 5147. The assembly shall possess waterproofing capability, such that a phased roof application, with only the modified bitumen base ply in place, can be achieved for prolonged periods of time without detriment to the watertight integrity of the entire roof system. 1. The Basis Of Design System is Siplast Paradiene 20/30 CR FR roof system, consisting of the following: a. Base Ply – Paradiene 20. b. Reinforcing Ply – Paradiene 20. c. Finish Ply – Paradiene 30 CRFR. d. Flashing Sheet – Veral Aluminum. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 10 e. Adhesive – PA-311M. 2. Products manufactured by Johns Manville and Derbigum are approved for bidding as follows: a. Base Ply – Johns Manville DynaPly T1, Derbigum Derbicolor XPS-FR. b. Reinforcing Ply – Johns Manville DynaPly T1, Derbigum Derbicolor XPS-FR. c. Finish Ply – Johns Manville DynaKap CR FR, Derbigum Derbibrite. d. Flashing Sheet – Johns Manville Dyna Clad FR, Derbigum Derbibrite. e. Adhesive – Johns Manville MBR Cold Application Adhesive, Derbigum Permastic. 3. Modified Bitumen Base, Stripping, and Flashing Reinforcing Ply (Basis Of Design is Siplast Paradiene 20): a. Thickness (avg): 91 mils (2.3 mm) (ASTM D 5147) b. Thickness (min): 87 mils (2.2 mm) (ASTM D 5147) c. Weight (min per 100 ft² of coverage): 62 lb (3.0 kg/m²) d. Maximum filler content in elastomeric blend - 35% by weight e. Low temperature flexibility @ -15ºF (-26ºC): PASS (ASTM D 5147) f. Peak Load (avg) @ 73ºF (23ºC): 30 lbf/inch (5.3 kN/m) (ASTM D 5147) g. Peak Load (avg) @ 0ºF (-18ºC): 70 lbf/inch (12.3 kN/m) (ASTM D 5147) h. Ultimate Elongation (avg.) @ 73ºF (23ºC): 50% (ASTM D 5147) i. Dimensional Stability (max): 0.1% (ASTM D 5147) j. Compound Stability (min): 250ºF (121ºC) (ASTM D 5147) k. Approvals: UL Class listed, FM Approved (products shall bear seals of approval) l. Reinforcement: fiberglass mat or other meeting the performance and dimensional stability criteria Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 11 4. Modified Bitumen Finish Ply (Basis Of Design is Siplast Paradiene 30 CR FR): a. Thickness (avg): 110 mils (2.8 mm) (ASTM D 5147) b. Thickness at selvage (coating thickness) (avg): 98 mils (2.5 mm) (ASTM D 5147) c. Thickness at selvage (coating thickness) (min): 94 mils (2.4 mm) (ASTM D 5147) d. Weight (min per 100 ft² of coverage): 75 lb (3.6 kg/m²) e. Maximum filler content in elastomeric blend: 35% by weight f. Low temperature flexibility @ -15º F (-26º C): PASS (ASTM D 5147) g. Peak Load (avg) @ 73ºF (23ºC): 30 lbf/inch (5.3 kN/m) (ASTM D 5147) h. Peak Load (avg) @ 0ºF (-18ºC): 75 lbf/inch (13.2 kN/m) (ASTM D 5147) i. Ultimate Elongation (avg.) @ 73ºF (23ºC): 55% (ASTM D 5147) j. Dimensional Stability (max): 0.1% (ASTM D 5147) k. Compound Stability (min): 250ºF (121º C) (ASTM D 5147) l. Solar Reflectance: ≥ 0.70% (ASTM D 1549) m. Thermal Emittance: ≥ 0.80% (ASTM D 1371) n. Approvals: UL Class listed (product shall bear seals of approval) o. Reinforcement: fiberglass mat or other meeting the performance and dimensional stability criteria p. Surfacing: white synthetic chips B. Flashing Membrane Assembly (Basis Of Design is Siplast Veral flashing system, aluminum finish): A flashing membrane assembly consisting of a prefabricated, reinforced, Styrene-Butadiene-Styrene (SBS) block copolymer modified asphalt membrane with a continuous, channel-embossed metal-foil surfacing. The finish ply shall conform to ASTM D 6298 and the following physical and mechanical property requirements. 1. Cant Backing Sheet and Flashing Reinforcing Ply (Basis Of Design is Siplast Paradiene 20 SA): a. Thickness (avg): 102 mils (2.6 mm) (ASTM D 5147) b. Thickness (min): 98 mils (2.5 mm) (ASTM D 5147) Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 12 c. Weight (min per 100 ft² of coverage): 72 lb (3.5 kg/m²) d. Maximum filler content in elastomeric blend: 35% by weight e. Low temperature flexibility @ -15º F (-26º C) - PASS (ASTM D 5147) f. Peak Load (avg) @ 73ºF (23ºC): 30 lbf/inch (5.3 kN/m) (ASTM D 5147) g. Peak Load (avg) @ 0ºF (-18ºC): 75 lbf/inch (13.2 kN/m) (ASTM D 5147) h. Ultimate Elongation (avg.) @ 73ºF (23ºC): 50% (ASTM D 5147) i. Dimensional Stability (max): 0.1% (ASTM D 5147) j. Compound Stability (min - sheet): 250ºF (121ºC) (ASTM D 5147) k. Compound Stability (min – adhesive coating): 212ºF (100ºC) (ASTM D 5147) l. Approvals: UL Class listed, FM Approved (products shall bear seals of approval) m. Reinforcement: fiberglass mat or other meeting the performance and dimensional stability criteria n. Back Surfacing: polyolefin film 2. Metal-Clad Modified Bitumen Flashing Sheet (Basis Of Design is Siplast Veral Aluminum): a. Thickness (avg): 142 mils (3.6 mm) (ASTM D 5147) b. Thickness (min): 138 mils (3.5 mm) (ASTM D 5147) c. Weight (min per 100 ft² of coverage): 92 lb (4.5 kg/m²) d. Coating Thickness – back surface (min): 40 mils (1 mm) (ASTM D 5147) e. Low temperature flexibility @ 0º F (-18º C): PASS (ASTM D 5147) f. Peak Load (avg) @ 73ºF (23ºC): 85 lbf/inch (15 kN/m) (ASTM D 5147) g. Peak Load (avg) @ 0ºF (-18ºC): 180 lbf/inch (31.7 kN/m) (ASTM D 5147) h. Ultimate Elongation (avg) @ 73ºF (23ºC): 45% (ASTM D 5147) Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 13 i. Tear-Strength (avg): 120 lbf (0.54 kN) (ASTM D 5147) j. Dimensional Stability (max): 0.2% (ASTM D 5147)Stability (min - sheet): 250ºF (121ºC) (ASTM D 5147) k. Compound Stability (min): 225ºF (107ºC) (ASTM D 5147)) l. Cyclic Thermal Shock Stability (maximum): 0.2% (ASTM D 7051) m. Approvals: UL Approved, FM Approved (products shall bear seals of approval) n. Reinforcement: fiberglass scrim mat or other meeting the performance and dimensional stability criteria o. Surfacing: aluminum metal foil q. Surfacing: white synthetic chips C. Catalyzed Acrylic Resin Flashing System (Basis Of Design is Siplast Parapro 123 Flashing System): A specialty flashing system consisting of a liquid-applied, fully reinforced, multi-component acrylic membrane installed over a prepared or primed substrate. The flashing system consists of a catalyzed acrylic resin primer, basecoat and topcoat, combined with a non- woven polyester fleece. The resin and catalyst are pre-mixed immediately prior to installation. The use of the specialty flashing system shall be specifically approved in advance by the membrane manufacturer for each application. * NOTE: Unistrut supports are not a suitable substrate for the Parapro 123 Flashing System. Any unistrut type penetration that is required to be incorporated into the roofing system should be replaced by a solid square or angle iron penetration with a fully welded plate. 2.3 ROOFING ACCESSORIES A. Roofing Adhesives 1. Membrane Cold Adhesive (Basis Of Design is Siplast PA-311 M Adhesive): An asphalt, solvent blend conforming to ASTM D 4479, Type II requirements. B. Bituminous Cutback Materials 1. Primer: An asphalt, solvent blend conforming to ASTM D 41 requirements. 2. Primer for Self-Adhesive Sheets: A quick drying, low-VOC, water-based, high-tack primer specifically designed to promote adhesion of roofing and waterproofing sheets to approved substrates. Primer shall meet Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 14 South Coast Air Quality District and Ozone Transport Commission requirements. 3. Mastics: An asphalt cutback mastic, reinforced with non-asbestos fibers, used as a base for setting metal flanges conforming to ASTM D 4586 Type II requirements. C. Sealant: A moisture-curing, non-slump elastomeric sealant designed for roofing applications. The sealant shall be approved by the roof membrane manufacturer for use in conjunction with the roof membrane materials. D. Synthetic Chips: Synthetic chips to match the factory applied reflective surfacing of the finish ply. E. Perlite Cant Strips: A cant strip composed of expanded volcanic minerals combined with waterproofing binders. The top surface shall be pre-treated with an asphalt based coating. The face of the cant shall have a nominal 4 inch dimension. F. Fasteners 1. Insulation Fasteners: Insulation fasteners and plates shall be FM Approved, and/or approved by the manufacturer of the primary roofing products. The insulation fasteners shall provide attachment required to meet the specified uplift performance and to restrain the insulation panels against the potential for ridging. The fastening pattern for each insulation panel to be used shall be as recommended by the insulation manufacturer and approved by the manufacturer of the primary roofing products. Acceptable insulation fastener manufacturers for specific deck types are listed below. a. Wood/Plywood Decks: Insulation mechanical fasteners for wood/plywood decks shall be factory coated for corrosion resistance. The fastener shall conform meet or exceed Factory Mutual Standard 4470 and when subjected to 30 Kesternich cycles, show less than 15% red rust. Acceptable insulation fastener types for wood/plywood decks are listed below. 1. A fluorocarbon coated screw type roofing fastener having a minimum 0.245 inch thread diameter. Plates used in conjunction with the fastener shall be a metal type having a minimum 3 inch diameter, as supplied by Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 15 the fastener manufacturer. 2. Flashing Reinforcing Sheet Fasteners for Wood/Plywood Substrates to Receive Flashing Coverage: Fasteners shall be approved by the manufacturer of the primary roofing products. Acceptable fasteners for specific substrate types are listed below. a. Wood/Plywood Substrates: 1. A 12 gauge, spiral or annular threaded shank, zinc coated steel roofing fastener having a minimum 1 inch head. G. Walktread: A prefabricated, puncture resistant polyester core reinforced, polymer modified bitumen sheet material topped with a ceramic-coated granule wearing surface. 1. Thickness: 0.217 in (5.5 mm) 2. Weight: 1.8 lb/ft² (8.8 kg/m²) 3. Width: 30 in (76.2 cm) PART 3 EXECUTION 3.1 PREPARATION A. General: Sweep or vacuum all surfaces, removing all loose aggregate and foreign substances prior to commencement of roofing. B. Remove All Existing: 1. Roof membrane 2. Insulation 3. Base flashings 4. Edge metal 5. Flanged metal flashings 6. Non-functional penetrations/curbs 7. Drain assemblies 8. Metal trim, counterflashing 9. As further noted or described on Drawings 3.2 SUBSTRATE PREPARATION A. Insulation: Install insulation panels with end joints offset; edges of the panels Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 16 shall be in moderate contact without forcing applied in strict accordance with the insulation manufacturer's requirements and the following instructions. Where insulation is installed in two or more layers, stagger joints between layers. 1. Insulation - double layer: Mechanically attach both layers simultaneously to the substrate, using the specified fasteners, at a rate of 1 fastener per 2 square feet of panel area (16 per 4' x 8' panel). Increase the fastening frequency by 50% at the perimeter of the roof and 100% in the corners. Stagger the panel joints between insulation layers. 3.3 ROOF MEMBRANE INSTALLATION A. Membrane Application: Apply roofing in accordance with roofing system manufacturer's instructions and the following requirements. Application of roofing membrane components shall immediately follow application of base sheet and/or insulation as a continuous operation. B. Aesthetic Considerations: An aesthetically pleasing overall appearance of the finished roof application is a standard requirement for this project. Make necessary preparations, utilize recommended application techniques, apply the specified materials including synthetic chips and exercise care in ensuring that the finished application is acceptable to the Owner. C. Priming with tacky primer: Apply the specified tacky primer by roller or spray in an even film. Refer to the manufacturer’s literature for the approved rate of application over various substrate types. Allow the primer to dry until it leaves a slightly sticky surface without transfer when touched. D. Priming with asphaltic primer: Prime metal and concrete and masonry surfaces with a uniform coating of the specified asphalt primer. E. Membrane Adhesive Application: Membrane adhesive can be applied by roller, squeegee or spray unit. Apply cold adhesive in a smooth, even, continuous layer without breaks or voids. Utilize an application rate of 2 to 2 1/2 gal/sq (0.6 to 1.0 l/m²) over irregular or porous substrates. Utilize an application rate of 1 1/2 to 2 gal/sq (0.6 to 0.8 kg/m²) for interply applications. Double the adhesive application rate at the end laps of granule surfaced sheets. In the areas surrounding details that are to receive the catalyzed acrylic resin primer and flashing system, follow the manufacturer’s alternative interply flashing detail. F. Bitumen Consistency: Cutting or alterations of bitumen, primer, and sealants will not be permitted. G. Roofing Application: Apply all layers of roofing free of wrinkles, creases or fishmouths. Exert sufficient pressure on the roll during application to ensure Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 17 prevention of air pockets. 1. Apply all layers of roofing perpendicular to the slope of the deck. 2. Fully bond the base ply to the prepared substrate, utilizing minimum 3 inch side and end laps. Apply each sheet directly behind the *[asphalt/torch/cold adhesive] applicator. Cut a dog ear angle at the end laps on overlapping selvage edges. Using a clean trowel, apply top pressure to top seal T-laps immediately following sheet application. Stagger end laps a minimum of 3 feet. 3. Fully bond the finish ply to the base ply, utilizing minimum 3 inch side and end laps. Apply each sheet directly behind the *[asphalt/torch/cold adhesive] applicator. Stagger end laps of the finish ply a minimum 3 feet. Cut a dog ear angle at the end laps on overlapping selvage edges. Using a clean trowel, apply top pressure to top seal T-laps immediately following sheet application. Stagger side laps of the finish ply a minimum 12 inches from side laps in the underlying base ply. Stagger end laps of the finish ply a minimum 3 feet from end laps in the underlying base ply. a. Maximum sheet lengths and special fastening of the specified roof membrane system may be required at various slope increments where the roof deck slope exceeds 1/2 inch per foot. The manufacturer shall provide acceptable sheet lengths and the required fastening schedule for all roofing sheet applications to applicable roof slopes. H. Synthetic Chip Embedment: Broadcast synthetic chips over bitumen/adhesive overruns on the finish ply surface. I. Flashing Application: Cut the cant backing sheet into 12 inch widths and peel the release film from the back of the sheet. Set the sheet into place over the primed substrate extending 6 inches onto the field of the roof area and 6 inches up the vertical surface utilizing minimum 3 inch laps. Set the non-combustible cant into place dry prior to installation of the roof membrane base ply. Flash walls and curbs using the reinforcing sheet and the metal foil flashing membrane. After the base ply has been applied to the top of the cant, prime the base ply surfaces to receive the reinforcing sheet. Fully adhere the reinforcing sheet, utilizing minimum 3 inch side laps onto the primed base ply surface and up the primed wall or curb to the desired flashing height. After the final roofing ply has been applied to the top of the cant, prepare the surface area that is to receive flashing coverage by torch heating granular surfaces or by application of asphalt primer; allowing primer to dry thoroughly. Torch apply the metal foil-faced flashing into place using three foot widths (cut off the end of roll) always lapping the factory selvage edge. Stagger the laps of the metal foil flashing layer from lap seams in the reinforcing layer. Extend the flashing sheet a minimum of 4 inches beyond the toe of the cant onto the prepared surface of the finished roof and up the Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 18 wall or curb to the desired flashing height. Exert pressure on the flashing sheet during application to ensure complete contact with the vertical/horizontal surfaces, preventing air pockets; this can be accomplished by using a damp sponge or shop rag. Check and seal all loose laps and edges. Nail the top edge of the flashing on 9 inch centers. (See manufacturer's schematic for visual interpretation). J. Catalyzed Acrylic Resin Flashing System: Install the liquid-applied primer and flashing system in accordance with the membrane system manufacturer’s printed installer’s guidelines and other applicable written recommendations as provided by the manufacturer. K. Water Cut-Off: At end of day's work, or when precipitation is imminent, construct a water cut-off at all open edges. Cut-offs can be built using asphalt or plastic cement and roofing felts, constructed to withstand protracted periods of service. Cut-offs must be completely removed prior to the resumption of roofing. L. Loose Chip Removal: Broom the surface of the finish ply in both machine and cross-machine direction using a stiff nylon bristle broom. Remove excess chips from the roof area. 3.4 ROOF SYSTEM INTERFACE WITH RELATED COMPONENTS A. Walktread: Cut the walktread into maximum 5 foot lengths and allow to relax until flat. Adhere the sheet using the specified plastic cement. Apply the specified cement in a 3/8 inch thickness to the back of the product in 5 inch by 5 inch spots in accordance with the pattern as supplied by the walktread manufacturer. Walk-in each sheet after application to ensure proper adhesion. Use a minimum spacing of 2 inches between sheets to allow for proper drainage. B. Sealant: Apply a smooth continuous bead of the specified sealant at the exposed finish ply edge transition to metal flashings incorporated into the roof system. 3.5 FIELD QUALITY CONTROL AND INSPECTIONS A. Site Condition: Leave all areas around job site free of debris, roofing materials, equipment and related items after completion of job. B. Notification Of Completion: Notify the manufacturer by means of manufacturer's printed Notification of Completion form of job completion in order to schedule a final inspection date. C. Final Inspection Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 51 12 Page 19 1. Post-Installation Meeting: Hold a meeting at the completion of the project, attended by all parties that were present at the pre-job conference. A punch list of items required for completion shall be compiled by the Contractor and the manufacturer's representative Complete, sign, and mail the punch list form to the manufacturer's headquarters. D. Issuance of The Guarantee: Complete all post installation procedures and meet the manufacturer's final endorsement for issuance of the specified guarantee. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 1 SECTION 07 60 00 - FLASHING AND SHEET METAL PART 1 - GENERAL 1.1 RELATED DOCUMENTS A. Drawings and general requirements of the Contract, including General Conditions, Special Provisions and Division 1 Specification Sections, apply to this Section. 1.2 SCOPE OF WORK A. Install both new continuous drip edge and gravel stop flashing. B. Install new galvanized sheet metal gutters where noted and attach to existing downspouts on-site. C. Replace corroded exhaust vents and vent assemblies with new galvanized sheet metal. D. Miscellaneous sheet metal accessories. Install new galv. wire mesh screen covers securely over pipe jacks. 1.3 PERFORMANCE REQUIREMENTS A. General: Install sheet metal flashing and trim to withstand wind loads, structural movement, thermally induced movement, and exposure to weather without failing, rattling, leaking, and fastener disengagement. B. Fabricate and install flashings and copings capable of resisting forces for the appropriate wind zone, per Factory Mutual's Loss Prevention Data Sheet 1-49. C. Temperature Range: 120 deg F ambient; 180 deg F, material surface. D. Thermal Movements: Provide sheet metal flashing and trim that allow for thermal movements resulting from the maximum range of ambient and surface temperatures provided above by preventing buckling, opening of joints, hole elongation, overstressing of components, failure of sealant joints, failure of connections, and other detrimental effects. Provide clips that resist rotation and avoid shear stress as a result of sheet metal and trim thermal movements. Base engineering calculations on surface temperatures of materials due to both solar heat gain and nighttime sky heat loss. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 2 E. Water Infiltration: Provide sheet metal flashing and trim that do not allow water infiltration to the building interior. 1.4 SUBMITTALS A. Product Data: For each type of product indicated. Include construction details, material descriptions, dimensions of individual components and profiles, and finishes for each manufactured product and accessory. B. Shop Drawings: Describe material profiles, jointing pattern, jointing details, fastening methods, interface with other work and installation details. 1. Material. 2. Thickness of material. 3. Weight. 4. Finish. 5. Location of each item and details of expansion joint covers, including the direction of expansion and contraction. 1.5 QUALITY ASSURANCE A. Comply with "Architectural Sheet Metal Manual" by SMACNA, for each general category of work required. B. Applicator: Applicator who has complete sheet metal flashing and trim work similar in material, design, and extent to that indicated for this project and with a record of successful in-service performance and with 5 years minimum experience. C. Pre-installation Conference: Conduct conference at Project site to comply with requirements in Division 1 Section "Project Management and Coordination." 1. Meet with Owner, Architect, Owner's insurer if applicable, Installer, and installers whose work interfaces with or affects sheet metal flashing and trim including installers of roofing materials, roof accessories, unit skylights, and roof-mounted equipment. 2. Review methods and procedures related to sheet metal flashing and trim. 3. Examine substrate conditions for compliance with requirements, including flatness and attachment to structural members. 4. Document proceedings, including corrective measures and actions required, and furnish copy of record to each participant. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 3 1.6 DELIVERY, STORAGE, AND HANDLING A. Deliver sheet metal flashing materials and fabrications undamaged. Protect sheet metal flashing and trim materials and fabrications during transportation and handling. B. Unload, store, and install sheet metal flashing materials and fabrications in a manner to prevent bending, warping, twisting, and surface damage. C. Stack materials on platforms or pallets, covered with a suitable weather-tight and ventilated covering. Do not store sheet metal flashing and trim materials in contact with other materials that might cause staining, denting, or other surface damage PART 2 - PRODUCTS 2.1 MATERIALS, GENERAL A. Recycled Content: Provide products made from steel sheet with average recycled content such that postconsumer recycled content plus one-half of pre-consumer recycled content is not less than the following: 1. Sheet Metal Flashings: Minimum 30 percent post-consumer recycled content. B. Local/Regional Materials: Give preference to manufacturer’s whose facilities are within a 500 mile radius of the project site. Also give preference to materials that are harvested, extracted, mined, quarried, etc. within a 500 mile radius of the project site. 2.2 MATERIALS A. Zinc-Coated (Galvanized) Steel Sheet: ASTM A653/A653M, G90 (Z275) coating designation; structural quality, mill-phosphatized where indicated for field painting. 1. Do not apply an acrylic passivator coating to galvanized sheet metal schedule to be painted, or remove this coating mechanically before delivery to the project site. B. Sealant: ASTM C920, polyurethane-based sealant; of type, grade, class, and use classifications required to seal joints in sheet metal flashing and trim and remain watertight. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 4 1. SikaFlex-15LM or equal. C. Flux: FS O-F-506. D. Epoxy Seam Sealer: Two-part, noncorrosive, aluminum seam-cementing compound, recommended by aluminum manufacturer for exterior nonmoving joints, including riveted joints. E. Butyl Sealant: ASTM C1311, single-component, solvent-release butyl rubber sealant; polyisobutylene plasticized; heavy bodied for hooked-type expansion joints with limited movement. F. Bituminous Coating: Cold-applied asphalt emulsion complying with ASTM D1187. G. Neoprene Flashing Components: 1. Manufacturer: Gaco Western, Inc. unless noted otherwise. H. Solder: 1. For Zinc-Coated (Galvanized) Steel Sheet: ASTM B32, Grade Sn50, 50 percent tin and 50 percent lead or Grade Sn60, 60 percent tin and 40 percent lead. I. Bedding Compound: Rubber-asphalt type. J. Plastic Cement: Asphaltic base cement. K. Sealing Tape: Pressure-sensitive, 100 percent solids, polyisobutylene compound sealing tape with release-paper backing. Provide elastic, non-sag, nontoxic, non- staining tape. 2.3 MANUFACTURED SHEET METAL FLASHING AND TRIM A. Reglets: Units of type, material, and profile indicated, formed to provide secure interlocking of separate reglet and counter-flashing pieces, and compatible with flashing indicated. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 5 1. Available Manufacturers: Subject to compliance with requirements, manufacturers offering products that may be incorporated into the Work include, but are not limited to, the following: a. Fry Reglet. b. MM Systems. c. Heckmann Building Products, Inc. d. Substitutions: Under provisions of Section 01630. 2. Surface-Mounted Type: Provide with slotted holes for fastening to substrate, with neoprene or other suitable weatherproofing washers and with channel for sealant at top edge. 3. Stucco Type: Provide with upturned fastening flange and extension leg of length to match thickness of applied finish materials. 4. Flexible Flashing Retainer: Provide resilient plastic or rubber accessory to secure flexible flashing in reglet where clearance does not permit use of standard metal counter-flashing or where drawings show reglet without metal counter-flashing. 5. Counter-flashing Wind-Restraint Clips: Provide clips to be installed before counter-flashing to prevent wind uplift of counter-flashing lower edge. B. EPDM Flashing: Sheet flashing product made from ethylene-propylene-diene terpolymer, complying with ASTM D4637, 0.040-inch (1.0 mm) thick. 1. Available Products: Heckmann Building Products Inc.; No. 81 EPDM Thru- Wall Flashing. 2.4 FABRICATION A. General: Custom fabricate sheet metal flashing and trim to comply with recommendations in SMACNA's "Architectural Sheet Metal Manual" that apply to design, dimensions, metal, and other characteristics of item indicated. Shop- fabricate items where practicable. Obtain field measurements for accurate fit before shop fabrication. B. Fabricate sheet metal with flat-lock seams; solder with type solder and flux recommended by manufacturer, except seal aluminum seams with sealant and where required for strength, rivet seams and joints. C. Fabricate sheet metal flashing and trim in thickness and weight needed to comply with performance requirements, but not less than that specified for each application of metal. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 6 D. Fabricate corners, transitions, and terminations as a single unit; extend a minimum of 4-inches and a maximum of 8-inches in any direction. E. Fabricate cleats and attachment devices from the same material as the accessory being anchored or from a compatible, non-corrosive metal. The thickness of these cleats and attachment devices should be as recommended by SMACNA's 'Architectural Sheet Metal Manual' and Factory Mutual's Loss Prevention Data Sheet 1-49 for the given application, but not less than the thickness of the metal being secured. F. Sealed Joints: Form non-expansion but movable joints in metal to accommodate elastomeric sealant to comply with SMACNA recommendations. G. Coat backside of fabricated sheet metal with 15-mil sulfur-free bituminous coating, SSPC-Paint 12, where required to separate metals from corrosive substrates, including cementitious materials, wood or other absorbent materials; or provide other permanent separation. H. Provide for thermal expansion of running sheet metal work by overlaps of expansion joints in fabricated work. Where required for watertight construction, provide hooked flanges filled with polyisobutylene mastic for 1-inch embedment of flanges. I. Space expansion joints at intervals of not more than 50-feet. Conceal expansion provisions where possible. J. Roof-Penetration Flashing: Fabricate from the following material: 1. Galvanized Steel: 0.0276-inch (0.7 mm) thick. 2.5 MISCELLANEOUS SHEET METAL FABRICATIONS A. Equipment Support Flashing: Fabricate from galvanized steel 0.0276-inch (0.7 mm) thick. 2.6 FINISHES A. Comply with NAAMM's "Metal Finishes Manual for Architectural and Metal Products" for recommendations for applying and designating finishes. B. Finish: Standard (dull) mill finish; painted unless noted otherwise on drawings. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 7 PART 3 - EXECUTION 3.1 EXAMINATION A. Examine substrates and conditions under which sheet metal flashing and trim are to be installed and verify that work may properly commence. Do not proceed with installation until unsatisfactory conditions have been corrected. Beginning of installation means acceptance of existing conditions. 3.2 PREPARATION A. Allow wet substrates to dry thoroughly. B. Clean debris from all substrates. 3.3 INSTALLATION A. General: Anchor sheet metal flashing and trim and other components of the Work securely in place, with provisions for thermal and structural movement. Use fasteners, solder, welding rods, protective coatings, separators, sealants, and other miscellaneous items as required to complete sheet metal flashing and trim system. 1. Torch cutting of sheet metal flashing and trim is not permitted. B. Anchor work in place with non-corrosive fasteners, adhesives, setting compounds, tapes and other materials and devices as recommended by manufacturer of each material or system. C. Install self-adhesive flashing prior to or in conjunction with sheet metal items, as shown on Drawings. D. Provide for thermal expansion and building movements. Comply with recommendations of "Architectural Sheet Metal Manual" by SMACNA. E. Install exposed sheet metal flashing and trim without excessive oil canning, buckling, and tool marks. F. Install sheet metal flashing and trim to fit substrates and to result in watertight performance. Verify shapes and dimensions of surfaces to be covered before fabricating sheet metal. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 8 G. Install sheet metal flashing and trim true to line and levels indicated. Provide uniform, neat seams with minimum exposure of solder, welds, and sealant. H. Metal Protection: Where dissimilar metals will contact each other or corrosive substrates, protect against galvanic action by painting contact surfaces with bituminous coating or by other permanent separation as recommended by fabricator or manufacturers of dissimilar metals. I. Composition Stripping: Cover flanges (edges) of work set on bituminous substrate with 5 courses of glass fiber fabric (ASTM D1668) set in and covered with asphaltic roofing cement. J. Fasteners: Use fasteners of sizes that will penetrate substrate not less than 1-1/4- inches (32 mm) for nails and not less than 3/4-inch (19 mm) for wood screws. 1. Galvanized or pre-painted, Metallic-Coated Steel: Use stainless-steel fasteners. 2. Use concealed fasteners wherever possible. Exposed fasteners should have bonded neoprene washers or should be sealed. K. Seal moving joints in metal work with butyl joint sealants, complying with requirements specified in Section 07920 as required for watertight construction. 1. Where sealant-filled joints are used, embed hooked flanges of joint members not less than 1-inch (25 mm) into sealant. Form joints to completely conceal sealant. When ambient temperature at time of installation is moderate, between 40 and 70 deg F (4 and 21 deg C), set joint members for 50 percent movement either way. Adjust setting proportionately for installation at higher ambient temperatures. Do not install sealant-type joints at temperatures below 40 deg F (4 deg C). L. Soldered Joints: Clean surfaces to be soldered, removing oils and foreign matter. Pre-tin edges of sheets to be soldered to a width of 1-1/2-inches (38 mm) except where pre-tinned surface would show in finished Work. 1. Do not use open-flame torches for soldering. Heat surfaces to receive solder and flow solder into joints. Fill joints completely. Completely remove flux and spatter from exposed surfaces. 2. Clean metal surfaces of soldering flux and other substances that could cause corrosion. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 60 00 Page 9 3.4 MISCELLANEOUS FLASHING INSTALLATION A. Equipment Support Flashing: Coordinate installation of equipment support flashing with installation of roofing and equipment. Weld or seal flashing with elastomeric sealant to equipment support member. 3.5 CLEANING AND PROTECTION A. Clean and neutralize flux materials. Clean off excess solder and sealants. B. Remove temporary protective coverings and strippable films as sheet metal flashing and trim are installed. On completion of installation, clean finished surfaces, including removing unused fasteners, metal filings, pop rivet stems, and pieces of flashing. Maintain in a clean condition during construction. C. Replace sheet metal flashing and trim that have been damaged or that have deteriorated beyond successful repair by finish touchup or similar minor repair procedures. D. Performance: Watertight and weatherproof performance of flashing and sheet metal work is required. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 1 SECTION 07 72 69 – ROOF ANCHORS AND SAFETY RESTRAINTS PART 1 GENERAL 1. SUMMARY Provide and install roof edge protection system, including pipe railings, uprights, bases, counterweights (if not connecting directly to roof system, fittings, and delivery to site. Provide and install covers for holes at walking surfaces, where workers or objects can fall through or where the holes’ design can create a tripping hazard. Provide and install a warning or marking system to warn workers that they are approaching an unprotected roof side or edge. Other systems are the use of a safety monitor, the installation of access zoning, and fall restraint systems to prevent the worker from falling any distance. RELATED SECTIONS A. Section 05500 - Metal Fabrications: Associated metal supports. B. Section 07400 - Membrane Roofing: Coordination of roof edge protection installation. 2. REFERENCES A. American National Standards Institute (ANSI) - A21.l Safety Requirements for Floor and Wall Openings, Railings and Toe Boards. B. American National Standards Institute (ANSI) - A58.l Minimum Design Loads in Buildings and Other Structures. C. American National Standards Institute (ANSI) - Al 17.1 Accessible and Usable Buildings and Facilities. D. American Society of Testing and Materials (ASTM) A47 - Standard Specification for Ferrite Malleable Iron Castings. E. American Society of Testing and Materials (ASTM) A53 - Standard Specification for Pipe, Steel, Black and Hot-Dipped, Zinc-Coated, Welded and Seamless. F. American Society of Testing and Materials (ASTM) A153 - Standard Specification for Zinc Coating (Hot-Dip) on Iron and Steel Hardware. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 2 G. American Society of Testing and Materials (ASTM) A500 - Standard Specification for cold-formed welded and seamless carbon steel structural tubing. H. Occupational Safety & Health Administration (OSHA): 1910.23 - Guarding Floor and Wall Openings and Holes. 3. SUBMITTALS A. Manufacturer's data sheets on each product to be used, including: 1. Preparation instructions and recommendations. 2. Shop Drawings: Indicate profiles, sizes, connections, size and type of fasteners and accessories. 3. Field Measurements: Verify field measurements prior to assembly and/or ordering. Storage and handling requirements and recommendations. 4. Installation Instruction. B. Shop Drawings: Drawings showing fabrication and installation of handrails and guardrails including plans, elevations, sections, details of components, anchor details, and attachment to adjoining units of work. C. Selection Samples: For each finish product specified, two complete sets of color chips representing manufacturer's full range of available colors and patterns. 4. QUALITY ASSURANCE A. Railings Structural Requirements: 1. Handrail, wall rail and guardrail assemblies and attachments shall withstand a minimum concentrated load of 200 pounds (90719 g) applied in any direction on the top rail. 2. Infill area of guardrail system capable of withstanding a horizontal concentrated load of 200 pounds (90719 g) applied to one square foot (8165 g/sm) at any point in the system. Load not to act concurrently with loads on top rail of system in determining stress on guardrail. B. Hole covers: 1. Covers and protect holes: gaps or voids 2 inches or more in its least dimension in a floor, roof, deck, or other walking/working Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 3 surface. i. Workers can fall through holes. ii. The hole’s design can create a trip hazard. iii. Objects can fall through the hole and injure workers below. iv. Holes can be cut (or constructed) in floor to receive equipment or ducts and for future access points (e.g. opening for stairs that will be installed later.) v. Holes can be cut in roofs in preparation for installing skylights, ventilation units, and other features and equipment. 2. Covers are strong protective surfaces used on walking/working surfaces or roadways to prevent workers from falling through a hole. i. Covers for permanent holes are typically built for a specific purpose (e.g., permanent access points, manhole covers, and trap doors) and are only effective when they are properly designed and secured in place. ii. Covers for temporary holes are often constructed on work sites with reusable materials, most commonly using plywood and steel plates. For example, to cover large holes in a road, hinged steel plate covers can be used. Other options for covers include grates designed to support weight, custom boxes to cover a hole with an elevated lip or partially installed equipment, and temporary trapdoors. 3. Heavy plywood is a common choice for covering temporary holes in floors and roofs, but plywood strength and durability can vary. i. Approved plywood rating systems: APA–The Engineered Wood Association (formerly the American Plywood Association and Douglas Fir Plywood Association) and the Timber Engineering Company (TECO). CSHOs should refer to these organizations for detailed information. ii. Use only exterior-grade plywood at areas where workers are using hauling equipment, to prevent damage to the flooring from concentrated loads. Typical protective layers may include liquid latex compounds, penetrating oils, sheet plastics, and interlocking membranes. iii. Plywood covers rest on the hole edges that are supported through the joists. Plywood piece must be large than the hole, overlapping the support surfaces and positioned with the grain direction running along the shortest unsupported hole dimension. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 4 C. Warning or Marking Systems: 1. A warning line system is a barrier erected on a flat or low- sloped roof to warn workers that they are approaching an unprotected roof side or edge. They must be established before work begins. All workers must be trained for these requirements. i. Warning lines are not engineered to physically prevent or arrest falls and may not be used in all situations. They must remain between34 – 39” above the roof level and have a minimum tensile strength of 500 lbs. Lines must be installed so that one section of line will not cause stanchions to tip over. ii. On flat or low-sloped roofs, warning lines are used in conjunction with conventional fall protection or a safety monitoring system. They must be installed at least 6’ back from edges (10 feet when mechanical equipment is used.) iii. Workers are not allowed in the area between the warning line and the unprotected edge, except during roofing work. iv. Any employee performing roofing work between the warning line and the roof edge must be protected using another form of fall protection. 2. A safety monitoring system uses a competent person as a safety monitor who can recognize and warn workers of fall hazards. i. Safety monitoring systems are typically used as part of fall protection plans during precast concrete erection work, leading edge work, and residential construction work when conventional fall protection is infeasible or would create a greater hazard and alternative measures (such as scaffolds, ladders, or vehicle mounted work platforms) are not used. ii. Also, when conducting roofing work on a flat or low sloped roof that is 50 feet or less in width, a safety monitoring system may be used as a standalone fall protection technique. Large roofs can be broken in sections. iii. Only workers engaged in low-sloped roofing work and workers performing the specific job tasks covered by a fall protection plan are allowed in an area where workers are being protected by a safety monitoring system. iv. The worker designated as the safety monitor may not perform other job tasks that could take attention away from the monitoring function. He/she shall be competent to recognize fall hazards, establishes the procedures to protect, has to be on the same surface and within sight of Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 5 the workers, and be close enough to orally communicate with the workers. D. Access Zoning: 1. A controlled access zone (CAZ) is a clearly marked, designated work area where certain work (e.g., overhand bricklaying) may take place without conventional fall protection systems. i. They are used to keep out workers other than those authorized to enter a work area. ii. Situations where CAZs are used include overhand bricklaying and related work (provided that workers are not reaching more than 10 inches below the walking or working level they are on), leading edge work, and precast concrete erection (both used when conventional fall protection is infeasible or creates a greater hazard.) iii. Control lines are used to demark CAZs 2. A controlled decking zone (CDZ) is a clearly marked work area used during steel erection while workers are initially installing decking at the leading edge of the work area. E. Fall Restraint Systems and Positioning Devices: 1. System or device shall withstand at minimum a concentrated load of 3,000 pounds of force or twice the maximum expected force that is needed to restrain the worker from exposure to the fall hazard. 2. Positioning devices are specialized systems that hold workers in place on an elevated vertical surface (such as a wall) allowing them to keep both hands free to work while leaning into the system. When the worker leans back, the system is activated (supporting the worker’s body weight). Positioning devices limit free falls to two feet or less. F. Protection of Skylights and Access Hatches: 1. Existing skylights must be protected by grates or covers, and be capable of supporting, without failure, at least twice the weight of the workers, equip-ment, and materials that may be imposed on the cover at any one time. 2. Roof hatch entrances need to be protected if too close to the roof edge. They are considered holes when open (see section on Hole Covers.) Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 6 5. DELIVERY, STORAGE, AND HANDLING A. Materials to be delivered to the job site in good condition and adequately protected against damage as handrails are a finished product. B. Store products in manufacturer's unopened packaging until ready for installation. 6. PROJECT CONDITIONS A. Maintain environmental conditions (temperature, humidity, and ventilation) within limits recommended by manufacturer for optimum results. Do not install products under environmental conditions outside manufacturer's absolute limits. B. Field Measurements: Where handrails and railings are indicated to fit to other construction, check actual dimensions of other construction by accurate field measurements before fabrication; show recorded measurements on final shop drawings. C. Where field measurements cannot be made without delaying the railing fabrication and delivery, obtain guaranteed dimensions in writing by the Contractor and proceed with fabrication of products to not delay fabrication, delivery and installation. D. Coordinate fabrication and delivery schedule of handrails with construction progress and sequence to avoid delay of railing installation. PART 2 PRODUCTS 1. MANUFACTURERS A. Acceptable Manufacturer: Kee Safety, Inc. or approved equal. B. Substitutions: permitted upon review and approval. 2. SYSTEMS A. Provide pipe or tubing, fittings, and accessories as indicated or required to match design indicated on the Drawings. i. Fittings: Cast iron. ii. Handrail Tubing, 12 gauge, Size Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 7 iii. 1-1/2 inches - 1.90 inches O D. iv. 1-1/4 inches – 1.660 inches O D. v. Handrail Pipe, Schedule 40, Size: i. 1-1/2 inches - 1.90 inches (48 mm) O D. ii. 1-1/4 inches – 1.660 inches (38 mm) O D. i. Infill Panels: As indicated. Refer to Drawings. B. Roof Edge Protection: Provide pipe railings, uprights, bases, counterweights, and fittings. i. Freestanding counterweighted guardrail system with 42 inch (1067 mm) minimum height (between 39 to 45 inches) to provide a pedestrian egress barrier on the roof to withstand a minimum load of 200 lb (90719 g) in any direction to the top rail per OSHA Regulation 29 CFR 1910.23. ii. Pipe: Steel, 1-1/2 inches (48 mm) schedule 40, galvanized. iii. Tube: Galvanized tube, 12 gauge, 1-1/2 inches, 1.90 inches (48 mm) OD. iv. Rails and Posts: Galvanized Tube, 12 gauge, 1-1/2 inches 1.90 inches (38 mm) diameter. v. Counterweight Levers: Galvanized Tube, 12 gauge, 1-1/4 inches 1.660 inches (38 mm) diameter. vi. Mounting Bases: Steel bases are galvanized and are supplied with a rubber pad on underside of the component. vii. Counterweights: Molded recycled PVC with one fixing collar per counterbalance. viii. Fasteners: stainless steel or galvanized. C. Custom Design: Provide pipe, fittings, and accessories as indicated or required by Drawings to match design indicated. 3. MATERIALS A. Pipe: i. Steel Pipe: Steel, 1-1/2 inches (38 mm) schedule 40, galvanized. ii. Tube: Galvanized tube, 12 gauge, 1-1/2 inches, 1.90 inches (48 mm) OD. B. Fittings, Including Elbows, Crossovers, Wall flanges, Tees, Couplings: i. Galvanized Malleable Cast Iron: Kee Klamp or approved equal structural pipe fittings, ASTM A447 with ASTM A153 galvanizing. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 8 C. Finish: Polyester factory applied spray coating. D. Fasteners: Type 304 or 305 stainless steel or galvanized. 4. FABRICATION A. Fit and shop assemble components in largest practical sizes for delivery to site. B. Upright tops shall be plugged with weather and light resistant material and shall be attached to the working surface. C. Assemble components with joints tightly fitted and secured. Accurately form components to suit installation. There shall be a horizontal top rail connected to the supports and one or more midrails running parallel to the top rail. Top rail to be able to raise as necessary to account workers using stilts r otherwise working in an elevated location above the work surface. PART 3 EXECUTION 1. PREPARATION A. Prepare surfaces using the methods recommended by the manufacturer for achieving the best result. B. Existing parapets must be a minimum of 39” high or roof fall protection must be provided. 2. INSTALLATION A. Install in accordance with manufacturer's instructions. B. Fit exposed connections accurately together to form tight joints. For all connections with Kee Klamp fittings or approved equal, each set screw is to be tightened to 29 foot pounds (39 N-m) of torque. C. Perform cutting, and fitting required for installation of handrails. Set handrails and accurately in location, alignment, and elevation, measured from established lines and levels. D. Install toeboards on guardrails when necessary to protect workers below from falling objects. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 72 69 Page 9 E. In lieu of top rails, wire rope may be use, but must have flags made of highly visible material every 6 feet. 3. PROTECTION A. Protect installed products until completion of project. B. Touch-up, repair or replace damaged products before Substantial Completion. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 1 SECTION 07 92 00 - JOINT SEALANTS PART 1 - GENERAL 4.1.1.1. RELATED DOCUMENTS 4.1.1.1.1. Drawings and general requirements of the Contract, including General Conditions, Special Provisions and Division 1 Specification Sections, apply to this Section. 4.1.1.2. SCOPE OF WORK 4.1.1.2.1. The Work of this Section consist of furnishing and installing the following: 4.1.1.2.1.1. Exterior sealants. 4.1.1.2.1.2. Joint sealant primers and accessories. 4.1.1.3. RELATED SECTIONS 4.1.1.3.1. Section 076000 - Flashing and Sheet Metal: Sealant installation with flashings. 4.1.1.4. SUBMITTALS A. Product Data: Provide data and installation instructions for each type of joint sealant required. B. Certification by joint sealant manufacturer that sealants plus the primers and cleaners required for sealant installation comply with local regulations controlling use of volatile organic compounds (VOCs). C. Submit manufacturer’s letter of certification that products are appropriate for the uses intended. 4.1.1.5. QUALITY ASSURANCE 4.1.1.5.1. Sealant applicator shall specialize in the installation of joint sealants with a minimum of 2 years experience. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 2 4.1.1.5.2. Elastomeric joint sealants shall be produced and installed to establish and to maintain watertight continuous seals without causing staining or deterioration of joint substrates. 4.1.1.5.3. Sealant manufacturer shall confirm in writing that all materials contacting the sealants, including joint backings, gaskets, spacers, and joint substrates, are compatible with the sealant to be installed. Schedule sufficient time to test these materials for compatibility with the sealant, as necessary. Compatibility tests shall be performed to the sealant manufacturer’s standards. 4.1.1.5.4. Sealant manufacturer shall confirm in writing the appropriate joint preparation and priming techniques required to obtain rapid, acceptable adhesion of the joint sealants to the joint substrates. 4.1.1.5.5. Perform field adhesion testing of joint sealants to all surface types. Field adhesion testing shall be completed and results shall be reviewed and approved by sealant manufacturer and installer before commencing sealant installation. 4.1.1.5.6. Pre-installation meeting: Review joint application procedures, compatibility tests, adhesion tests, and warranty requirements in a meeting involving installer, manufacturer or manufacturer’s representative, building owner or manager, consultant, and contractor. 4.1.1.5.7. Sealant manufacturer shall provide one announced and one unannounced quality control check/adhesion test with the sealant installer at the job site. 4.1.1.6. DELIVERY, STORAGE, AND HANDLING 4.1.1.6.1. Deliver materials to Project site in original unopened containers or bundles with labels indicating manufacturer, product name and designation, color, expiration period for use, pot life, curing time, and mixing instructions for multi- component materials intact and legible. 4.1.1.6.2. Store and handle materials in compliance with manufacturer's recommendations to prevent their deterioration or damage due to moisture, high or low temperatures, contaminants, or other causes. 4.1.1.7. PROJECT CONDITIONS 4.1.1.7.1. Do not proceed with installation of joint sealants under the following conditions: Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 3 4.1.1.7.1.1. When ambient and substrate temperature conditions are outside the limits permitted by joint sealant manufacturer. 4.1.1.7.1.2. Below 40 deg F (4.4 deg C). 4.1.1.7.1.3. When joint substrates are wet or retaining moisture. 4.1.1.7.2. Joint Width Conditions: Do not proceed with installation of joint sealants where joint widths are less than allowed by joint sealant manufacturer for application indicated. 4.1.1.7.3. Joint Substrate Conditions: Do not proceed with installation of joint sealants until contaminants capable of interfering with their adhesion are removed from joint substrates. 5. PRODUCTS 4.1.1.8. MATERIALS 4.1.1.8.1. Compatibility: Provide joint sealants, joint fillers, and other related materials that are compatible with one another and with joint substrates under conditions of service and application, as demonstrated by sealant manufacturer based on testing and field experience. 4.1.1.8.2. Colors: Provide color of exposed joint sealants to match colors indicated by reference to manufacturer's standard designations. 4.1.1.8.3. Provide selections made by Architect from manufacturer's full range of standard colors for products of type indicated. 4.1.1.9. JOINT SEALANTS 4.1.1.9.1. Weatherproofing Sealant: Provide product complying ASTM C920, also with ASTM C1193 and tested under ASTM C719; Type S, Grade NS, Class 25; that accommodates joint movement of not more than 25 percent in both extension and compression for a total of 50 percent, use at conventional glazing and for weatherproofing. 4.1.1.9.1.1. Dow Corning Corporation; Dow Corning 790, 791, or 795. 4.1.1.9.1.2. Tremco; Spectrem II or Spectrem III. 4.1.1.9.1.3. Pecora Corporation; 895. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 4 4.1.1.9.2. Flashings Sealant: ASTM C920, Type S, Grade NS, Class 25; single component elastomeric accommodating joint movement of not more than 25 percent in both extension and compression for a total of 50 percent. 4.1.1.9.2.1. Dow Corning Corporation; Dow Corning 791, 795, or Contractors Weatherproofing Sealant. 4.1.1.9.3. Reglets and Flashings Sealant: ASTM C920, Type S, Grade NS, Class 25; single component elastomeric accommodating joint movement of not more than 25 percent in both extension and compression for a total of 50 percent. 4.1.1.9.3.1. Dow Corning Corporation; Dow Corning 791, 795, or Contractors Weatherproofing Sealant. 4.1.1.9.4. Self-Leveling Sealant: ASTM C920, Type S, Grade SL; single component, chemical curing, non-staining, non-bleeding, non-sagging type; color as selected; use in concrete expansion and control joints in parking garages, plaza and terrace decks, floor and sidewalk joints. 4.1.1.9.4.1. Dow Corning Corporation; Dow Corning 890SL. 4.1.1.9.4.2. Pecora Corporation; Urexpan NR-200 -. 4.1.1.9.4.3. Tremco; THC-900. 4.1.1.9.4.4. Sika Corporation, Inc.; Sikaflex 2C-FL. 4.1.1.10. JOINT SEALANT BACKING 4.1.1.10.1. General: Provide sealant backings and accessory materials, including primers, of material and type that are non-staining; are compatible with joint substrates, sealants, and other joint fillers; and are approved for applications indicated by sealant manufacturer based on field experience and laboratory testing. 4.1.1.10.2. Foam Joint Fillers: Non-gassing, preformed, compressible, resilient, non- staining, non-waxing, non-extruding strips of flexible plastic foam of material indicated below and of size, shape, and density to control sealant depth, prevent three-sided adhesion, provide a surface against which to tool, and otherwise contribute to producing optimum sealant performance: Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 5 4.1.1.10.2.1. Cylindrical Sealant Backings: ASTM C1330, Type C (closed-cell material with a surface skin) or Type B (bicellular material with a surface skin), and of size and density to control sealant depth and otherwise contribute to producing optimum sealant performance and as recommended by sealant manufacturer. 4.1.1.10.2.2. Elastomeric Tubing Sealant Backings: Neoprene, butyl, EPDM, or silicone tubing complying with ASTM D1056, nonabsorbent to water and gas, and capable of remaining resilient at temperatures down to minus 26 deg F (minus 32 deg C). Provide products with low compression set and of size and shape to provide a secondary seal, to control sealant depth, and to otherwise contribute to optimum sealant performance. 4.1.1.11. MISCELLANEOUS MATERIALS 4.1.1.11.1. Primer: Material recommended by joint sealant manufacturer where required for adhesion of sealant to joint substrates indicated, as determined from pre- construction joint sealant-substrate tests and field tests. Certify that primer will not permanently stain adjacent joint surfaces. 4.1.1.11.2. Cleaners for Nonporous Surfaces: Chemical cleaners acceptable to manufacturers of sealants and sealant backing materials, free of oily residues or other substances capable of staining or harming in any way joint substrates and adjacent nonporous surfaces, and formulated to promote optimum adhesion of sealants with joint substrates. 4.1.1.11.3. Masking Tape: Non-staining, nonabsorbent material compatible with joint sealants and surfaces adjacent to joints, to mask off adjacent joint surfaces where sealant is not permanently intended to be applied. 4.1.1.11.4. Bondbreaker Tape: Polyethylene pressure sensitive adhesive tape, to be used in areas where backer rod cannot fit and where three-sided adhesion is to be avoided. 6. EXECUTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 6 4.1.1.12. EXAMINATION 4.1.1.12.1. Examine joints indicated to receive joint sealants, with Installer present, for compliance with requirements for joint configuration, installation tolerances, and other conditions affecting joint sealant performance. 4.1.1.12.2. Verify that joint sizes and surfaces are free of defects and acceptable for installation of joint sealants. 4.1.1.12.3. Verify joint dimensions and shapes to ensure they are within the sealant manufacturer’s guidelines. Resolve any variances prior to installation. Do not proceed with sealant installation until the unsatisfactory conditions have been corrected. 4.1.1.13. PREPARATION 4.1.1.13.1. Surface Cleaning of Joints: Clean out joints immediately before installing joint sealants to comply with recommendations of joint sealant manufacturer. 4.1.1.13.2. Thoroughly clean the areas that the new sealant will contact using a de- greasing solvent such as toluene or xylene and the two-rag wipe technique. IPA (isopropyl alcohol) is not a degreasing solvent. The new sealant should have a minimum contact area of 1/4”. 4.1.1.13.3. Remove all foreign material from joint substrates that could interfere with adhesion of joint sealant, including dust, paints (except for permanent, protective coatings tested and approved for sealant adhesion and compatibility by sealant manufacturer), oil, grease, waterproofing, water repellents, water, surface dirt, and frost. 4.1.1.13.4. Clean porous joint substrate surfaces by oil-free brushing, grinding, blast cleaning, mechanical abrading, or a combination of these methods to produce a clean, sound substrate capable of developing optimum bond with joint sealants. Do not damage finished surface of materials while performing cleaning operations. Remove loose particles remaining from above cleaning operations by vacuuming or blowing out joints with oil-free compressed air. 4.1.1.13.5. Clean metal, glass, porcelain enamel, glazed surfaces of ceramic tile, and other nonporous surfaces with chemical cleaners or other means that do not stain, Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 7 harm substrates, or leave residues capable of interfering with adhesion of joint sealants. 4.1.1.13.6. Masking Tape: Use masking tape where required to prevent contact of sealant with adjoining surfaces that otherwise would be permanently stained or damaged by such contact or by cleaning methods required to remove sealant smears. Remove tape immediately after tooling without disturbing joint seal. 4.1.1.14. JOINT PRIMING 4.1.1.14.1. Prime joint substrates where indicated or where recommended by joint sealant manufacturer based on pre-construction joint sealant-substrate tests or prior experience. Apply primer to comply with joint sealant manufacturer's recommendations. 4.1.1.14.2. Confine primers to areas of joint sealant bond; do not allow spillage or migration onto adjoining surfaces. 4.1.1.14.3. Allow primer to dry. Do not prime areas that cannot be sealed the same day. 4.1.1.15. INSTALLATION OF SEALANT BACKINGS 4.1.1.15.1. Install joint fillers of type indicated to provide support of sealants during application and at position required to produce the cross-sectional shapes and depths of installed sealants relative to joint widths that allow optimum sealant movement capability. 4.1.1.15.2. Do not leave gaps between ends of joint fillers. 4.1.1.15.3. Do not stretch, twist, puncture, or tear joint fillers. 4.1.1.15.4. Remove absorbent joint fillers that have become wet prior to sealant application and replace with dry material. 4.1.1.15.5. Tolerances: 4.1.1.15.5.1. Minimum Sealant Contact Area: 1/4-inch. 4.1.1.15.5.2. Minimum Joint Depth: 1/4 + 1/8-inch, with the joint width at least twice the joint depth to allow the sealant its maximum movement capability. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 8 4.1.1.16. INSTALLATION OF JOINT SEALANTS 4.1.1.16.1. General: Comply with joint sealant manufacturer's printed installation instructions applicable to products and applications indicated, except where more stringent requirements apply. 4.1.1.16.2. Sealant Installation Standard: Comply with recommendations of ASTM C1193 for use of joint sealants as applicable to materials, applications, and conditions indicated. 4.1.1.16.3. Installation of Sealants: Install sealants by proven techniques that result in sealants directly contacting and fully wetting joint substrates, completely filling recesses provided for each joint configuration, and providing uniform, cross- sectional shapes and depths relative to joint widths that allow optimum sealant movement capability. Install sealants at the same time sealant backings are installed. 4.1.1.16.4. Tooling of Non-sag Sealants: Immediately after sealant application and prior to time skinning or curing begins, tool sealants to form smooth, uniform beads of configuration indicated, to eliminate air pockets, and to ensure contact and adhesion of sealant with sides of joint. Remove excess sealants from surfaces adjacent to joint. Do not use tooling agents that discolor sealants or adjacent surfaces or are not approved by sealant manufacturer. 4.1.1.16.4.1. Remove excess sealant from surfaces adjacent to joints. 4.1.1.16.4.2. Use tooling agents that are approved in writing by sealant manufacturer and that do not discolor sealants or adjacent surfaces. 4.1.1.16.4.3. Provide concave joint configuration per Figure 5A in ASTM C1193, unless otherwise indicated. 4.1.1.16.4.4. Provide flush joint configuration where indicated per Figure 5B in ASTM C1193. 4.1.1.17. FIELD QUALITY CONTROL 4.1.1.17.1. Field-Adhesion Testing: Field test joint-sealant adhesion to joint substrates as follows: 4.1.1.17.1.1. Extent of Testing: Test completed elastomeric sealant joints as follows: Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 9 4.1.1.17.1.1.1. Perform 10 tests for the first 1000 feet (300 m) of joint length for each type of elastomeric sealant and joint substrate. 4.1.1.17.1.2. Test Method: Test joint sealants as appropriate for type of joint-sealant application indicated. 4.1.1.17.1.2.1. For joints with dissimilar substrates, verify adhesion to each substrate separately; do this by extending cut along one side, verifying adhesion to opposite side. Repeat procedure for opposite side. 4.1.1.17.1.3. Inspect joints for complete fill, for absence of voids, and for joint configuration complying with specified requirements. Record results in a field-adhesion-test log. 4.1.1.17.1.4. Inspect tested joints and report on the following: 4.1.1.17.1.4.1. Whether sealants in joints connected to pulled-out portion failed to adhere to joint substrates or tore cohesively. Include data on pull distance used to test each type of product and joint substrate. Compare these results to determine if adhesion passes sealant manufacturer's field-adhesion hand-pull test criteria. 4.1.1.17.1.4.2. Whether sealants filled joint cavities and are free of voids. 4.1.1.17.1.4.3. Whether sealant dimensions and configurations comply with specified requirements. 4.1.1.17.1.5. Record test results in a field-adhesion-test log. Include dates when sealants were installed, names of persons who installed sealants, test dates, test locations, whether joints were primed, adhesion results and percent elongations, sealant fill, sealant configuration, and sealant dimensions. 4.1.1.17.1.6. Repair sealants pulled from test area by applying new sealants following same procedures used originally to seal joints. Ensure that original sealant surfaces are clean and that new sealant contacts original sealant. 4.1.1.17.2. Evaluation of Field Test Results: Sealants not evidencing adhesive failure from testing or noncompliance with other indicated requirements will be considered satisfactory. Remove sealants that fail to adhere to joint substrates during testing or to comply with other requirements. Retest failed applications until test results prove sealants comply with indicated requirements. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 07 92 00 Page 10 4.1.1.18. CLEANING 4.1.1.18.1. Construction Waste Management: Manage construction waste in accordance with provisions of Section 01524 Construction Waste Management. Submit documentation for Credit MR 2.1 and Credit MR 2.2to satisfy the requirements of that Section. 4.1.1.18.2. Clean off excess sealants and sealant smears adjacent to joints as the Work progresses by methods and with cleaning materials approved in writing by manufacturers of joint sealants and of products in which joints occur. 4.1.1.18.3. Leave finished work in a neat, clean condition with no evidence of spillovers onto adjacent surfaces. 4.1.1.19. PROTECTION 4.1.1.19.1. Protect joint sealants during and after curing period from contact with contaminating substances or from damage resulting from construction operations or other causes so that they are without deterioration or damage at time of Substantial Completion. 4.1.1.19.2. If, despite such protection, damage or deterioration occurs, cut out and remove damaged or deteriorated joint sealants immediately so that and installations with repaired areas are indistinguishable from original work. END OF SECTION Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 09 91 13 Page 1 SECTION 09 91 13 - EXTERIOR PAINTING AND FINISHING PART 1 - GENERAL 1.0 WORK INCLUDED A. Surface preparation of all new perimeter edge flashing throughout all roof levels - pre-finished with Kynar 500 coating – color to match existing trim color. B. Surface finish priming and painting of all new perimeter edge flashing throughout all roof levels - pre-finished with Kynar 500 coating – color to match existing trim color. 1.1 RELATED WORK A. Section 06 10 00 - Rough Carpentry. B. Section 07 51 13 - Cold-applied Modified Bitumen Roofing C. Section 07 60 00 - Flashing and Sheet Metal. 1.2 REFERENCES A. ANSI/ASTM D16 - Definitions of Terms Relating to Paint, Varnish, Lacquer, and Related Products. B. ASTM D2016 - Test Method for Moisture Content of Wood. 1.3 DEFINITIONS Conform to ANSI/ASTM D16 for interpretation of terms used in this section. 1.4 QUALITY ASSURANCE A. Product Manufacturer - Company specializing in manufacturing quality paints and finish products with five years experience. B. Applicator - Company or individual knowledgeable in commercial painting and finishing with five (5) years documented experience. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 09 91 13 Page 2 1.5 SUBMITTALS A. Submit product data. B. Provide product data on all finishing products. C. Submit samples. D. Submit manufacturer's application instructions. 1.6 ENVIRONMENTAL REQUIREMENTS Do not apply exterior coatings during rain or when relative humidity is above 50 percent, unless required otherwise by manufacturer's instructions. PART 2 - PRODUCTS 2.0 ACCEPTABLE MANUFACTURERS - PAINT A. Kelly Moore or approved equal. 2.1 MATERIALS Accessory Materials - Linseed oil, shellac, turpentine, paint thinners and other materials not specifically indicated but required to achieve the finishes specified, of commercial quality. 2.2 FINISHES Refer to schedule at end of Section for surface finish schedule. Colors to match existing. PART 3 - EXECUTION 3.0 INSPECTION A. Verify that surfaces are ready to receive work as instructed by the product manufacturer. B. Examine surfaces scheduled to be finished prior to commencement of Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 09 91 13 Page 3 work. Report any condition that may potentially affect proper application. C. Measure moisture content of surfaces using an electronic moisture meter. Do not apply finishes unless moisture content of surfaces is below the following maximums: 1. Fifteen percent (15%) measured in accordance with ASTM D2016. D. Beginning of installation means acceptance of substrate. 3.1 PREPARATION A. Correct minor defects and clean surfaces which affect work of the section. B. Galvanized Surfaces - Remove surface contamination and oils and wash with solvent. Apply coat of etching primer. 3.2 PROTECTION A. Protect elements surrounding the work of this section from damage or disfiguration. B. Repair damage to other surfaces caused by work of this section. C. Furnish drop cloths, shields, and protective methods to prevent spray or droppings from disfiguring other surfaces. 3.3 APPLICATION A. Apply products in accordance with manufacturer's instructions. B. Sand lightly between coats to achieve required finish. C. Allow applied coat to dry before next coat is applied. D. Prime back surfaces of exterior woodwork with primer paint. 3.4 CLEANING A. As work proceeds, promptly remove paint where spilled, splashed, or spattered. Rinconada Pool Bldgs Re-Roof Specification PF-00006 Section 09 91 13 Page 4 B. Collect cotton waste, cloths and material, which may constitute a fire hazard, place in closed metal containers and remove daily from site. 3.5 SCHEDULE - EXTERIOR SURFACES A. Wood - Painted 1. One coat primer, 2201722 latex 2. Two coats exterior paint, 1250 acrylic latex B. Steel - Unprimed 1. One coat zinc chromate primer, 1710 red oxide 2. Two coats exterior paint, 1250 acrylic latex C. Steel - Galvanized 1. One coat primer, 122 latex 2. Two coats exterior paint, 1250 acrylic latex, color TBD. END SECTION JOB No.PF-00006 DESC: RINCONADA POOL RE-ROOFS SHEET No.: 1 of 1BID SUMMARY PREPARED BY : Cecil R. Lectura, Engr Tech III DATE : 3/1/17 IFB No.:166799 CHECKED BY : Jimmy Y. Chen, Project Mgr DATE : 3/1/17 BASE BID DESCRIPTION BID Alcal Andy's Roofing Best Contracting Southwest Waterproofing Assoc ITEM QTY UNIT BID BID BID BID BID A1 (LS INCUDES A1 + A2) 1)Replace all existing rectangular roof drain assemblies only at Main Pool Building and Lap Pool Office: metal catch basin unit, downspouts, and leaders with Zurn ZC100-EA-R-VP-SS 15” round, cast-iron roof drains. Enlarge existing roof deck opening to accommodate unit/assembly. Seal, prime, and paint exterior exposed surfaces of new drain assemblies and new 3” min. dia. downspout replacements. Colors to match existing assemblies. 2)Existing active, roof-mounted equipment: and their respective piping, etc. to remain intact and in active operation at all times during entire construction period. 3) Remove existing mineral cap roofing system throughout each roof area (of varying heights) down to the existing substrate/wood deck. 4) Remove existing base assemblies of all roof-mounted HVAC equipment and skylights. All equipment and skylights to be re- installed onto new higher roof curbs only as required. 5) Remove all existing galv. edge metal perimeter flashing throughout roofs. Replace with new galv. flashing, prepped and painted to match existing trim color. 6) Remove and replace all wood sleepers and all gas piping- topped 4x wood sleepers with new rubber Durablok sleepers with galv. metal clamps, at all roofs. 7) Patch/repair substrate as necessary before installing modified bituminous membrane roofing over fiberboard over min. R-19 rigid insulation throughout roof and around pipe and exhaust ductwork penetrations. 8) Install crickets/drainage swales to direct rainwater to existing drain units per the construction drawings. Apply acrylic Title-24, CRRC-approved white or light-colored reflective coating over all roofing material areas as final step, after all other roof work completed. 10) Install exterior fall-protection screens at each existing skylight at Main Pool building: Fallguard Skylight Screen by Plasteco, Inc. or approved equal. Screens shall be galvanized wire mesh. 1 LS $232,479 $288,453 $302,750 $345,891 $348,200 A2 1) Replace at PASA Office/Storage Garage: existing gutter with galv. gutter. Apply rust inhibitor to the inside of new gutter to prevent future oxidation. 2) Install new galvanized wire mesh screen covers securely over pipe jacks, to prevent both vandalism and pest encroachment. 3)Install plastic gutter screens at tree drip-line areas where applicable. 4)Install standard-size walkway traffic pads over new roof system, per the review and approved suggested plan configuration from the contractor. Install per mfgr- recommended minimal distances between pads. 5) Install new 3” min. diameter downspouts and leaders at all three buildings. 1LS A3 Allowance for labor, equipment, material, and transportation to complete unforeseen dry-rot repairs. 1LS $5,000 $5,000 $5,000 $5,000 $5,000 Base Bid Total $237,479 $293,453 $307,750 $350,891 $353,200 Attachment C City of Palo Alto (ID # 8078) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Adoption of a Park Dedication Ordinance Title: Adoption of an Ordinance Dedicating 36.5 Acres of Land at the Former ITT Property Antenna Field to Become Park of the Baylands Nature Preserve From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council Adopt the attached ordinance (Attachment A) reserving 36.5 acres of land for park, recreation or conservation purposes, and incorporating existing granted easements. Background In 1921 the Federal Telegraph Company leased approximately 200 acres of marshland in Palo Alto (Attachment B) and built a radiotelegraph transmitting station to serve as the hub of a coastal network of stations and perform ship-to shore communications. In 1928, the property was sold to Mackay Cable & Wireless, and in 1930 it was sold to International Telephone and Telegraph (ITT). The station transmitted overseas cables, telephone calls, and other communications until the advent of satellite transmission. The site served as a “bounce” station for ships lacking satellite equipment. The high water table and moist soil aid transmission bounce and thus made this a good location for this function. In the early 1970s, the ITT Property was recognized as an integral part of the Baylands. The property was rezoned as agriculture-conservation to reflect the City’s long term vision for the property. The ultimate goal was to open the area to the tides and allow it to revert to the salt marsh habitat that existed prior to diking. The City purchased 152 acres of the ITT Property in 1977. The purchase price for the 152 acres was $1,300,000 (City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000). In conjunction with the sale, the City granted an easement to the Santa Clara Valley Water District. As part of the terms and conditions of the sale, ITT reserved an exclusive easement over the 36.5 acre antenna field, known as Parcel 1, for the continued use, operation City of Palo Alto Page 2 and maintenance of a coast communication station. ITT also maintained a non- exclusive easement over Parcel 2, an asphalt road that provides ingress and egress to East Bayshore Road. In 1978, the Planning Commission by a vote of 4-0 recommended the approval of pre- zoning of the Former ITT Property from A-C-D (Agricultural Conversation –Design Control) to P-F-D (Public Facility –Design Control). The former ITT Site, excluding the 36.5- acre easement for the antenna field, was dedicated as parkland on May 3, 1982. In 1990, KFS World Communications (KFS) acquired the ITT easement. In 1992, KFS approached the City with a proposal to relocate the facility to another location within the Bay Area and sell KFS’s rights to the City for $550,000. The Council discussed buying back the easement, and instructed the staff to continue discussion with KFS and requested more information since the two parties were unable to agree on a price. On September 16, 1993, the Council approved a purchase and sale agreement, (CMR: 462:93), approved a Budget Amendment Ordinance (4172), authorized the purchase of all the rights, interest and all site improvements for the amount of $370,000, and allocated $42,000 for the demolition expense. The agreement was not completed since KFS was not able to secure another location to relocate its operation and secure approval from FCC. The City re-appropriated $412,000 that was allocated for the completion of the purchase. In FY 2014, Globe Wireless, the successor to KFS, approached the City with an offer to sell all rights and interests held for the Property for $370,000. City staff continued to negotiate this proposal and subsequently Globe Wireless lowered their offer to $250,000 for all rights and interest for the Property. On June 27, 2016, Council approved the purchase of a 36.5 acre antenna field exclusive easement from Global Wireless at the Former ITT site located in the Baylands Nature Preserve (CMR ID # 7030- Attachment C). The City already owned the underlying fee title to the Property, and by purchasing the additional rights it gained full control and possession of the site. In conjunction with the sale of the easement, Global Wireless quitclaim all rights and interest to the property and transferred title and interest in all furnishing, fixtures, personal property, and improvements remaining on the property. There are currently two buildings and twenty two antennas on the site. The buildings consist of the following: 1) Transmitting Building was built in 1920’s is approximately 170 X 42.5 feet, for a total of 7,225 square feet. It features an elevated concrete floor with crawl space underneath. It is partitioned into two office space, a machine shop, central control room and one restroom, which was determined in 1998 to be eligible for the National Register of Historic Places City of Palo Alto Page 3 2) Warehouse Building measures 84 x 30 feet totaling 2,520 square feet. It contains two small storage rooms with an entry door, as well as one open garage area with a ten foot overhead door for access. Discussion Article VIII of the City Charter states: “All lands owned or controlled by the city which are or will be used for park, playground, recreation or conservation purposes shall be dedicated for such purposes by ordinance.” Additionally the Charter states that all dedicated parklands shall be listed, with their legal description and map, in Section 22 of the Municipal Code. Dedicating the former ITT Property 36.5 acre antenna field as park land fits with the overall goal of the Baylands Master Plan, which is to preserve and enhance unique and irreplaceable resources. The former ITT Property is a low and flat seasonal wetland, just about at sea level. In 1992, bay water was piped in from the former yacht harbor and the diked marshland was partially restored, allowing some of the original tidal flow to occur. As a result, it is biologically productive and provides valuable habitat. In the western portion of the site, a freshwater pond was created by pumping reclaimed water from the Regional Water Quality Control Plant. This area, except for the easement where antenna field exists, was dedicated as parkland on May 3, 1982. It was named the Emily Renzel Wetlands on September 29, 1992. The Baylands Master Plan identifies Council adopted policies regarding the former ITT Property and the antenna field. The Baylands Master Plan policy states, “Remove the antenna field, replace with marshland, and incorporate this area into Byxbee Park” (Attachment D). On August 23, 2016, the Parks and Recreation Commission discussed the Former ITT Property 36.5 acre antenna field, and expressed their interest in having the site dedicated as park land as soon as possible. Staff will initiate discussions with the Parks and Recreation Commission regarding the restoration of the site and possible trail connections for the parcel in concert with the planing efforts for the Baylands Comprehensive Conservation Plan, which started May 2017 and be competed by Fall 2018. Public Works staff has started the process of cleaning the debris that was abandoned by Globe Wireless. Timeline Second Reading of the Park Dedication Ordinance: June 19, 2017 Discuss Restroration Strategy and Possible Trail Connections for the Site with Parks and Recreation Commission and the Public During the Baylands Comprehensive Conservation Plan: Summer 2017 Commission recommendation to Council and staff cost estimates and comments: Fall 2018 Present projects for funding as part of the FY19 Capital Improvement Plan budget City of Palo Alto Page 4 process Resource Impact Preparing the property for restoration, public access, making trail connections will require funding through a Capital Improvement Project. The property is adjacent to Baylands Nature Preserve and can be monitored by Park Rangers from adjoining trails and roads. Any additional cost necessary to monitor this property will be absorbed by the Open Space, Parks & Golf Division operating budget. Policy Implications The Baylands Master Plan identifies Council adopted policies regarding the former ITT Property and the Antenna Field (Attachment D). The Baylands Master Plan policy states, “Remove the antenna field, replace with marshland and incorporate this area into Byxbee Park.” The proposed park dedication ordinance is consistent with and implements policies in the Comprehensive Plan that guide land use, community services and facilities. Specifically, the acquisition and protection of open space land is consistent with Policies N-2 and N-4 of the Natural Environment element of the Comprehensive Plan. Environmental Review Dedication of this site as park land is exempt from the requirements of the California Environmental Quality Act (“CEQA”) under section 15061(b) of the CEQA Guidelines. The intended use of the property as protected open space will not change with its dedication as park land. Therefore, the dedication of this property as park land would not result in any direct or foreseeable indirect changes to the environment. Environmental review would be required and conducted prior to any physical changes, including any development of the property for recreational activities or the construction of any recreational facilities in the future. There are no planned actions that would impact the building that is eligible for the National Register of Historic Places. Attachments: Attachment A- Park Dedication Ordinance 36.5 Acres ITT Antenna Field Attachment B- Former ITT Property_Area Map Attachment C- CMR 7030 2016 (3) Attachment D- Baylands Master Plan ITT Property NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Dedicating 36.5 Acres of Land Adjacent to Baylands Nature Preserve For Park, Playground, Recreation or Conservation Purposes The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 22.08.420 of Chapter 22.08 of Title 22 of the Palo Alto Municipal Code is hereby added to read, as follows: “22.08.420 ITT Antenna Field – Addition to Baylands Nature Preserve. That certain parcel of land known as the ITT Antenna Field (addition to Baylands Nature Preserve), as delineated and described in Exhibit A-29 and attached hereto, is hereby reserved for park, playground, recreation or conservation purposes.” SECTION 2. The Council hereby finds that dedication of this site as parkland is exempt from the requirements of the California Environmental Quality Act (“CEQA”) under CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that it will have a significant impact on the environment. In addition, the adoption of this ordinance is exempt under CEQA Guidelines Section 15308 because it is an action to assure the maintenance, restoration, enhancement, or protection of the environment. // // // // // // // // // // // NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres SECTION 3. This ordinance shall become effective upon the expiration of thirty (30) days from its passage. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Senior Deputy City Attorney City Manager ____________________________ Director of Community Services NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres EXHIBIT A-28 APPENDIX A TO CHAPTER 22.08 OF TITLE 22, PARKS All of that certain real property situate in the City of Palo Alto, County of Santa Clara, State of California, and being more particularly described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’ 00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres Parcel Three: Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’ 55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN: 008-04-001 NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres NOT YET ADOPTED 2017-03-08 Park Dedication Ordinance 36.5 Acres This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc City Boundary Former ITT Property 0' 1200' Fo r m e r I T T P r o p e r t y Ar e a M a p CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2016-05-25 17:52:19Baylands Former ITT Property (\\cc-maps\gis$\gis\admin\Personal\RRivera.mdb) City of Palo Alto (ID # 7030) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/27/2016 City of Palo Alto Page 1 Summary Title: Approval of the Purchase of an Exclusive Easment at the Former ITT Site Title: Approval of the Purchase of All Rights, Title, and Interest Held By Globe Wireless at Property Known as Baylands ITT Transmitter Site, Assessor Parcel Numbers: 008-05-001 And 008-05-004 From Globe Wireless Located at 2601 East Bayshore Road From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends Council: 1. Authorize the City Manager or designee to execute the purchase and sale agreement (Attachment A) and quitclaim deed (Attachment B) to purchase all rights, interest, title, interest including exclusive and non-exclusive easements that were part of the Corporation Grant Deed (document number 5887315, recorded on December 29, 1977), executed by ITT Communication; and all furnishings, fixtures, personal property and improvements at the ITT Transmitter Site Property from Globe Wireless for the amount of $250,000 plus closing costs. 2. Authorize the City Manager to execute any documents required to complete the agreement. EXECUTIVE SUMMARY This report transmits a proposed agreement for the purchase and sale of all rights, title, and interest to 36.5 acres of land commonly known as the “Baylands ITT Transmitter site,” (the Property) as shown on Attachment C. In addition, all furnishings, fixtures, personal property, and site improvements at the Property from Globe Wireless would be purchased. On December 12, 1977, ITT World Communication, Inc., donated approximately 69 acres and sold approximately 83 acres for a total of 152 acres in the Baylands to the City of Palo Alto (the City). In the grant deed (Attachment D), ITT reserved an exclusive easement to use and occupy 36.55 acres of the property for a “Public Coast Station” (radio antenna operation). The purchase price was $1,300,000 of which the City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000. Globe Wireless, the successor to ITT World Communication, KFS City of Palo Alto Page 2 World Communication Inc., and the holder of the current easements, recently contacted the City with an offer to sell all rights and interests held at the Property for the amount of $250,000. Globe Wireless has secured a new property in Rio Vista, California known as the Voice of America site to continue its operation. In conjunction with the sale of the easement, Globe Wireless will quitclaim all rights and interest to the Property and will transfer title and interest in all furnishing, fixtures, personal property and improvements remaining on the Property after it vacates the site. The City currently owns the underlying fee title to the Property and after completing the purchase, it will have full ownership, control and possession of the site. BACKGROUND In 1921 the Federal Telegraph Company leased 200 acres of marshland and built a radio- telegraph transmitting station to serve as the hub of a coastal network of stations and perform ship-to shore communications. In 1928, the property was sold to Mackay Cable & Wireless and in 1930, to ITT. The station transmitted overseas cables, telephone calls, and other communications until the advent of satellite transmission. The site served as a “bounce” station for ships lacking satellite equipment. The high water table and moist soil aid transmission bounce and thus made this a good location for this function. (For additional historical information, Please see: State of California – The Resources Agency – Department of Park and Recreation – Primary Record). In the early 1970s, the Property was recognized as an integral part to rehabilitate the Baylands. The City rezoned it as agriculture-conservation to reflect the city’s long term vision for the property and began negotiations for its purchase. The ultimate goal was to open the area to the tides and allow it to revert to the salt marsh it was prior to diking. The City began negotiation with ITT World Communication (ITT) to acquire the site in 1977 (CMR: 327:07). Later in the same year, the title of the 152 acres of diked marshland was transferred (sold and donated), by grand deed, (Attachment C) to the City and in conjunction with the sale, the City granted an easement to the Santa Clara Valley Water District. (CMR: 355:07). In 1978, the planning Commission by a vote of 4-0 recommended the approval of pre-zoning of the Former ITT Property from A-C-D (Agricultural Conversation –Design Control) to P-F-D (Public Facility –Design Control). The former ITT Site, excluding the 36.5- acre easement for the antenna field was dedicated as parkland on May 3, 1982. The ordinance refers to it as the “John Fletcher Byxbee Recreation Area Addition”. As part of the terms and conditions of the sale, ITT reserved an exclusive easement over the 36.5 acres known as “Parcel I” for the continued use, operation and maintenance of a coast communication station “Public Coast Station” (radio antenna operation) under a license from the Federal Communication Commission (FCC). ITT also maintained a non-exclusive easement over Parcel 2, a fifty (50) foot wide road, for ingress and egress to East Bayshore Road. The purchase price for the 152 acres was $1,300,000 of which the City of Palo Alto paid $1,000,000 and the Santa Clara Valley Water District paid $300,000. The agreement required that ITT must City of Palo Alto Page 3 consolidate all of its improvements onto “Parcel I” within one year of its obtaining all required permits (CMR: 447:08). On September 29, 1992, the City Council approved (CMR: 409:92) the recommendation of the Palo Alto Historical Association to rename the marshland formerly known as the “ITT Marsh” as the “Emily Renzel Marsh”. In 1990, KFS World Communications (KFS) acquired the ITT easement. In 1992, Ken Jones, the owner of KFS approached the City with a proposal to relocate the facility to another location within the Bay Area and sell KFS’ rights to the City for $550,000. The City Manager requested Council direction (CMR: 545:92). The Council discussed buying back the easement, and instructed the staff to continue discussion with KFS and requested more information since the two parties were unable to agree on a price. On January 7, 1993 staff returned to Council (CMR: 116:93) with additional information regarding the economic utility of the ITT site should the site revert to the City. On September 16, 1993, the City Council approved a purchase and sale agreement, (CMR: 462:93), approved a Budget Amendment Ordinance (4172), authorized the purchase of all the rights, interest and all site improvements for the amount of $370,000, and allocated $42,000 for the demolition expense. The agreement was not completed since KFS was not able to secure another location to relocate its operation and secure approval from FCC. The City reappropriated $412,000 that was allocated for the completion of the purchase. In FY 2014, Globe Wireless, the successor to KFS approached the City with an offer to sell all rights and interests held for the Property for $370,000. City staff continued to negotiate this proposal and subsequently Globe Wireless lowered their offer to $250,000 for all rights and interest for the Property. DISCUSSION Easements An easement is a right created by a grant, reservation, agreement, prescription or necessary implication, which one entity has in the land of another. As previously stated, the exclusive easement held by Globe Wireless is a perpetual exclusive easement to use and occupy the Property. According to the terms of the original Grand Deed: “Grantor reserves to itself, its successors and assigns, for as long as Grantor, its successors or assigns continue to operate on parcel One (I ) pursuant to license issued by the Federal Communication Commission, or successor agency, a public coast station as defined in 47 CPR 81, or successors regulation, (herein after “Public Coast Station”), and for a period of 90 days thereafter, the following easements [to operate the Pacific Coast Station].” As the 36.5 acre land parcel was essentially landlocked, part of the agreement also included a non-excusive easement over a fifty (50) feet wide road providing access to the site. This easement road virtually bisects the property in half. In addition, the Santa Clara Valley Water City of Palo Alto Page 4 District has a non-exclusive easement and non-interfering easement over approximately 5.29 acres of the subject site for a flood control easement. In the past twenty five (25) years, the City of Palo Alto has explored the purchase of the easements rights held by various companies and their successors in order to have complete possession, use and control over this sensitive and important property. The City Council did approve the purchase of the easement rights in 1993 and allocated funds to complete the transaction. For a variety of reasons, the deal was not completed and the use of the Property remained with KFS and subsequently acquired by Globe Wireless when the two companies merged. In mid-2014, the facilities and equipment at the site was vandalized and power has been turned off. On December 5, 2015, the City notified Globe Wireless that the easement had expired as there had been no use for 90 days. Globe disputed this but nevertheless offered to sell easement rights to the City for the previously negotiated price of $250,000. After consulting with City Attorney’s office, staff approached Globe Wireless to: terminate easements rights and all rights and interest to the Property via purchase and mutual agreement. Globe Wireless’ offer to sell is an opportunity for the City to gain control, possession and use of this Property in the Baylands at a price that is lower than what the City approved to pay for the easement rights in 1993. The purchase will connect and restore the property to the original ITT acreage. The City can then develop plans to allow public access and restore the property according to Bayland Master Plan guidelines. Terms of Current Offer by Globe Wireless Price The purchase price is $250,000 all cash for all rights and interest held for the Property ($6,850 per acre). City to accept the property “as is”. Purchase is subject to Council approval. Land The subject property is situated within the Baylands Master Plan Area (Former ITT Property Chapter 3. In 1978, the City adopted the Baylands Master Plan as a long-range plan for treating the Baylands as an integrated whole and balancing ecological preservation with continued commercial and recreational use. The overall goal was to preserve and enhance the unique irreplaceable resources while providing a framework and guide for future actions in the area. The Baylands was divided into the yacht harbor, airport, golf course, the former ITT site, landfill, duck pond and Lucy Evans Bayland Nature Interpretive Center areas and natural marshlands preserve. A. Zoning: Public Facilities District (PF-D). B. Interior Portions: Open Space Controlled Development C. Exterior Portion: Public Conservation Land D. Interior Portion: Not dedicated Parkland E. Exterior Portion: Dedicated Parkland City of Palo Alto Page 5 On – Site Improvements The buildings and antenna field are in the middle of the site, surrounded by and separated from the wetlands by levees and a fence and entrance is prohibited. There are five (5) buildings and twenty two (22) antennas on the site. Most of the antennas are wooden poles with copper wire; others are metal including a 60 – foot tower. The buildings consist of the following: 1) Transmitting Building built in 1920’s is approximately 170 X 42.5 feet, for a total of 7,225 square feet. It features an elevated concrete floor with crawl space underneath. It is partitioned into two office space, a machine shop, central control room and one restroom, 2) Warehouse Building: it measures 84 x 30 feet totaling 2,520 square feet. It contains two small storage rooms with an entry door, as well as one open garage area with a ten foot overhead door for access, 3) Two Machine Shop & Garage: They measure 72 X 24 feet, 1728 square feet and 24 X 24 feet, 576 square feet respectively, 4) There are two utility building: The larger one is 16 x 12 feet, 192 square feet and the smaller one is 8.75 X 11.75 feet, 102 square feet. Environmental Assessment Phase One (1) environmental site assessment was completed on June 16, 2015. The site is not listed on any regulatory database related to use, storage, or release of hazardous materials reviewed during the investigation nor does there appear to be any agency listed site in the vicinity that have significant potential to impact soil, groundwater, or soil vapor quality. Further testing was recommended and a Phase II testing will be completed in the next six months. Inventory Titles and interest in all finishing, fixtures, equipment, and personal property will transfer to the City. Staff completed a visual inspection and video filming of all finishing, fixtures, equipment, and personal property at the Property on May 18, 2016. Property Appraisal The perpetual exclusive easement rights were appraised by a City hired appraiser on October 5, 1992. The value was determined to equal $11,144,000. In the opinion of the appraiser, there was virtually no substantial difference between the market value and the exclusive easement value of the land parcel. The property was appraised for highest and best use as land to develop smaller light industrials/research and development buildings, although the land will be developed according to the Baylands Master Plan Guidelines. TIMELINE Staff will open escrow immediately after the Council approval. The completion of the transaction will take approximately 20 to 30 days to complete. After closing, staff will explore potential use options within the allowable parameters and will schedule a study session with the Council to seek directions and inputs for future plans for this Property. RESOURCE IMPACT To obtain the rights cited above, it will cost the City $250,000 plus up to $3,000 in closing expenses. Staff recommends using the General Fund’s Budget Stabilization Reserve for the City of Palo Alto Page 6 purchase. Future improvements on the site will be proposed through the City’s annual Capital Improvement Plan budget process. POLICY IMPLICATIONS This recommendation is consistent with existing City policy and the Bayland Master Plan. ENVIRONMENTAL REVIEW Authorization of the purchase of all rights, titles and interests held by Globe Wireless at the Property is Categorically Exempt from California Environmental Quality Act (CEQA) review under CEQA guidelines section 15301 (existing facilities). Further environmental review will be conducted in connection with any future use of the facility. Attachments: Attachment A: Purchase and Sale Agreement Globe Wireless (PDF) Attachment B: Quitclaim Easement ITT Property (PDF) Attachment C: Former ITT Property_Area Map (PDF) Attachment D: Former ITT Corporation Grant Deed, Dec 1977 (PDF) Attachment A PLAL\51723\1002478.1 -1- AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE (“Agreement”) is made and entered into as of July ___, 2016, which is the date that Buyer has signed this Agreement (the “Effective Date”) by and between Globe Wireless Inc., a Delaware corporation (“Seller”), and City of Palo Alto, a California Chartered Municipal corporation (“Buyer” or the “City”). RECITALS A. On or about December 1977, ITT World Communications Inc. (“ITT”) conveyed approximately 69 acres of real property to the City, by a Corporation Grant Deed, recorded December 29, 1977 in Book D374 of Official Records, Page 364 under Recorder’s Serial Number 5887315 (the “Public Coast Station Parcels”). Pursuant to said Deed, ITT reserved various easements over the Public Coast Station Parcels for as long as it or its successors operated thereon a Class I-A Public Coast Station in the Maritime Mobile Service pursuant to a license issued by the Federal Communications Commission (the “Public Coast Station”). B. On or about December 1977, ITT conveyed an additional approximately 83 acre parcel of real property to the City by a Corporation Grant Deed, recorded December 29, 1977 in Book D374 of Official Records, Page 267 under Recorder’s Serial Number 5887311 (the “83 Acre Parcel”), pursuant to that certain Purchase Agreement between and among ITT, the City and the Santa Clara Valley Water District dated December 5, 1977 and recorded December 5, 1977 in Book D374 of Official Records, Page 185 under Recorder’s Serial Number 5887309, and pursuant to which ATT reserved easements over the 83 Acre Parcel for water flow, operation and relocation of the Public Coast Station purposes. The 83 Acre Parcel and the Public Coast Station Parcels are more particularly described on Exhibit A attached hereto and are collectively referred to as the “Property”. C. On June 4, 1990, KFS Word Communication, Inc., acquired by deed ITT’s right, title, and interest in the Property in order to continue operation of the Public Coast Station. In 1997, KFS World Communication was merged into Globe Wireless and Globe Wireless became the successor of all rights of KFS. D. Located on the Property are various physical improvements, including, without limitation, wooden and metal antennas and several buildings which contain fixtures and furnishings. An inventory of the general description and number of all such furnishings, fixtures, personal property, and improvements (the “Inventory Items”) was competed on May 18, 2016 by City Staff by electronic video recording. E. Seller has ceased operating a Public Coast Station on the Property and desires to relinquish, convey and sell its interests in the Property and Inventory Items to Buyer, and Buyer desires to purchase the same from Seller, all on the terms, conditions, and provisions set forth in this Agreement. F. Seller and Buyer recognize that the sale and purchase of the Property and Inventory Items is subject to approval by the Palo Alto City Council, in its sole and absolute discretion, and that this Agreement shall have no force or effect unless and until said approval has been obtained. Buyer shall obtain such approval before it executes this Agreement. PLAL\51723\1002478.1 2 NOW, THEREFORE, in consideration of their mutual covenants, Seller and Buyer hereby agree as follows: 1. Seller agrees to relinquish, convey and sell all of Seller’s right, title, and interest in the Property and Inventory Items, and Buyer agrees to purchase and to receive all of Seller’s right, title, and interest in the Property and Inventory Items, upon all of the terms, covenants and conditions set forth in this Agreement. In connection therewith: (a) The Buyer will do a walk-through five days prior to closing of escrow in order to complete the final inspection of the property. (b) Seller understands and acknowledges that Buyer does not wish to be burdened by the responsibility for and costs of removing additional fixtures, personal property , or improvements which Seller may wish to add to the Property after this Agreement is executed and prior to the Closing, and agrees not to add any personal property, fixtures, equipment and improvement to the to the Property. 2. Price. The purchase price for Seller’s right, title and interest in the Property and all Inventory Items (the “Purchase Price”) is the sum of two hundred and fifty thousand dollars ($250,000), and shall be payable by Buyer to Seller in cash at the Closing. The Purchase Price shall be the total consideration paid by Buyer to Seller for the Property and all Inventory Items. 3. Closing. (a) Closing Date. The closing of the transaction described herein (the “Closing”) shall occur thirty (30) days following the Effective Date of this Agreement. Closing shall occur at the offices Old Republic Title Company (“Escrow Agent” or “Title Company”), 555 12th Street, Suite 200, Oakland, CA 94607; (510) 272-1121. (b) Deliveries. At Closing, Seller shall deliver to Escrow (i) an executed and acknowledged quitclaim deed (“Deed”) to the Property, in form suitable for recording, (ii) a bill of sale for the Inventory Items in the form of Exhibit C attached hereto, and (iii) such other documents as may be required to effectuate the Closing. Buyer shall deliver an executed certificate of acceptance and such other documents as may be required to effectuate the Closing. The parties shall cooperate in the preparation of standard escrow instructions to be delivered to Escrow Agent not less than three (3) days before Closing. (c) Prorations. (i) Real estate taxes and assessments, personal property taxes, if any, and all other items of income and expense with respect to the Property shall be prorated between Seller and Buyer as of Closing. All such items attributable to the period through and including the Closing shall be credited or charged to Seller. All such items attributable to the period following the Closing shall be credited or charged to Buyer. Seller shall be entitled to and will arrange for the return of any applicable refundable deposits or bonds held by any utility, govern mental agency or service contractor with respect to the Property. Buyer shall have no obligation to make or cooperate in the making of such arrangements or refunds except where it is obligated as a “utility, govern mental agency, or service contractor.” Seller will indemnify the Buyer against all liability and liens as to any utility, govern mental agency, or service contractor which is owed money by Seller at the Closing. PLAL\51723\1002478.1 3 (ii) All prorations which can be accurately liquidated or reasonably estimated as of the Closing shall be made at Closing. All other proration and adjustments to any estimated proration shall be made by Buyer and Seller with due diligence and cooperation within 30 days prior to closing. (d) Costs. No real property transfer tax is due on the transfer of the rights, and interest from Seller to Buyer. Buyer shall pay any recording costs for the Deed. All other costs and expenses, and escrow fees shall be divided between the Buyer and the Seller as customarily. 4. Condition of Property. Seller disclaims the making of any representations or warranties, express or implied, regarding the Property or matters affecting the Property, including, without limitation, the physical condition of the Property, title to or the boundaries of the Property, pest control matters, soil condition, hazardous waste, toxic substance or other environmental matters, compliance with building, health, safety, land use and zoning laws, regulations and orders, structural and other engineering characteristics, access to the Property from a public highway or street, and all other information pertaining to the Property. Buyer, moreover, acknowledges that (i) Buyer has entered into this Agreement with the intention of making and relying upon its own investigation of the physical, environmental, economic and legal condition of the Property and (ii) Buyer is not relying upon any representations and warranties made by Seller or anyone acting or claiming to act on Seller’s behalf concerning the Property. Buyer further acknowledges that it has not received from Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to this transaction and is relying solely upon the advice of its own accounting, tax, legal, architectural, engineering, property management and other advisors. Buyer hereby agrees that the waiver or satisfaction of the condition set forth in this Section 4 hereof shall constitute an acknowledgment that Seller has given Buyer every opportunity to consider, inspect and review to its satisfaction the physical, environmental, economic and legal condition of the Property and all files and information in Seller’s possession that are material to the purchase of the Property. BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT BUYER SHALL PURCHASE THE PROPERTY IN ITS “AS-IS” CONDITION AS OF CLOSING AND ASSUMES THE RISK THAT ADVERSE PHYSICAL, ENVIRONMENT AL, ECONOMIC OR LEGAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS INVESTIGATION. Notwithstanding the foregoing, (1) Seller warrants to Buyer that Buyer at Closing shall acquire title to the Property free and clear of any leases, licenses, service contracts, or purchase options or rights of first refusal to purchase the Property or Inventory Items; (2) there is no litigation concerning the Property or Inventory Items; and (3) nothing herein contained shall relieve Seller of its duty to disclose to Buyer any material facts relative to the condition of the Property actually known to Seller (without independent investigation or inquiry) and which would not be reasonably apparent to Buyer upon its own inspections and investigations. 5. Conditions Precedent. (a) Conditions. Buyer’s obligation to purchase the Property is subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) Buyer’s inspection and approval by written notice to Seller by no later than fifteen (15) business days after the Effective Date of this Agreement of all physical, environmental, economic, legal and other matters relating to the condition of the Property. Buyer shall give notice of approval or disapproval by said date. Buyer shall have the opportunity to review all documents and information in Seller’s possession that are material to PLAL\51723\1002478.1 4 the purchase of the Property, and Seller shall make the same available to Buyer within five (5) business days following the date of this Agreement. Seller shall permit Buyer and its authorized representatives, upon reasonable prior notice, reasonable access to the Property prior to Closing to make tests and conduct inspections and shall cooperate with Buyer in the making of its investigations but shall not be obligated to incur any expense in connection therewith. Buyer shall indemnify and defend Seller against and hold Seller harmless from any and all loss, cost, liability and expense (including reasonable attorneys’ fees) arising out of Buyer’s activities on the Property; (ii) Seller’s performance of each and every covenant of Seller herein; and (iii) The absence of any liens on the Property, whether voluntarily created by Seller or involuntarily suffered by Seller to be imposed thereon (excluding the lien of non-delinquent property taxes and assessments). (b) Seller’s obligation to sell the Property is subject to and contingent upon the satisfaction or waiver of the following conditions precedent: (i) The approval of the sale by the City Council of the City of Palo Alto; and (ii) Buyer’s performance of each and every covenant of Buyer herein. (c) Title. (i) Title Objections. Buyer has had obtained from Title Company a preliminary report dated April 18, 2016 (the “Preliminary Title Report”) covering the Property, a copy of which is attached hereto as Exhibit B. Exception Nos. 1-23, 28, 29, 34, 36 - 41 are deemed to be “Permitted Exceptions”. From time to time after the Effective Date and prior to the Closing Date, Buyer may give written objection to matters of title first appearing in any updated title report issued after the Preliminary Title Report. Seller shall have the right, but not the obligation (except as to monetary objections) to attempt to remove, satisfy or otherwise cure any exceptions to title to which Buyer objects hereunder. Within ten (10) days after receipt of Buyer’s objection notice, Seller shall give written notice to Buyer informing Buyer of Seller’s election with respect to such objections. If Seller fails to give such written notice of election within such ten (10) days, Seller shall be deemed to have elected not to attempt to cure the objections (other than monetary objections). Except as to monetary objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Buyer has objected or, if after electing to attempt to cure, Seller determines that it is unable to remove, satisfy or otherwise cure any such objections, Buyer’s sole remedy hereunder shall be either (a) to accept title to the Property subject to such exceptions or (b) to terminate this Agreement by written notice to Seller. (ii) Title Insurance. Buyer’s obligation to close escrow shall be subject to Old Republic Title Company issuing, upon payment by Buyer of its regularly schedule premium at the close of escrow, an ALTA Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price showing title to the Property vested in Buyer, subject only to the Permitted Exceptions. PLAL\51723\1002478.1 5 6. Seller’s Covenants. Seller hereby covenants and agrees that during the period prior to the Closing Seller will (a) maintain the physical condition of the Property in a manner consistent with Seller’s past practices, (b) maintain casualty insurance on the Property in amounts and covering perils consistent with Seller’s past practices, (c) not voluntarily impose or cause to be imposed any liens or encumbrances upon the Property, (d) not install on the Property any material new improvements (such as new structures) without the prior written comment of Buyer, and (e) comply with all applicable laws in any removal by Seller of any hazardous materials from the Property. 7. Casualty: Condemnation. (a) In the event that prior to Closing there is any damage to or destruction of any improvements to the Property, the transaction contemplated by this Agreement nevertheless will proceed according to its terms and without adjustment in the Purchase Price, provided that Seller will assign to Buyer at Closing Seller’s rights under its casualty insurance policy in respect of such damage or destruction, and Buyer shall be entitled to adjust the loss with the insurer; (b) In the event that prior to closing there is any proceeding in eminent domain commenced or threatened (other than by Buyer), Buyer, at Buyer’s election, may terminate this Agreement without liability, or proceed with the transaction contemplated by this Agreement, in the latter of which events the transaction will proceed in accordance with the terms hereof and without any adjustment in Purchase Price, and Buyer shall be entitled to all condemnation proceeds and the right to negotiate and consummate the disposition of the proceeding. 8. Miscellaneous. (a) Insurance. Seller’s existing blanket fire and extended coverage insurance policy, as it affects the Property, shall be cancelled as of the Closing, and Buyer shall have no interest in any premium refund due thereon. (b) Tax-Deferred Exchange. At Seller’s election, Buyer agrees to cooperate with Seller for the purpose of Seller effecting a tax-deferred exchange(s) pursuant to Internal Revenue Code Section 1031 provided (i) Closing occurs on or prior to the last date set forth in Section 3(a) hereof, and (ii) Buyer shall incur no additional expense by reason of such cooperation. Notwithstanding the foregoing, Buyer shall be under no obligation to cooperate with Seller for purposes of Seller effecting a tax-deferred exchange hereunder by selling or exchanging or otherwise transferring other real property owned by Buyer. (c) Brokers. Each party to this Agreement warrants to the other that no person or entity can properly claim a right to a real estate commission , real estate finder’s fee, real estate acquisition fee or other real estate brokerage-type compensation (collectively, “Real Estate Compensation”) based upon the acts of that party with respect to the transaction contemplated by this Agreement. Each party hereby agrees to indemnify and defend the other against and to hold the other harmless from any and all loss, cost, liability or expense (including but not limited to reasonable attorneys’ fees) resulting from any claim for Real Estate Compensation by any person or entity based upon such acts. (d) Successors and Assigns. Buyer shall not assign Buyer’s rights hereunder without the prior written consent of Seller, which consent shall not be unreasonably PLAL\51723\1002478.1 6 withheld (provided that any such assignment in any event shall be to a governmental body exclusively for public purposes). (e) Notices. All written notices required to be given pursuant to the terms hereof shall be either personally delivered, sent by facsimile machine, sent by Federal Express or comparable overnight service or deposited in the United States express mail or first class mail, registered or certified return receipt requested, postage prepaid, and addressed as follows: To Buyer: City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Attn: Real Property Manager To Seller: Globe Wireless Inc. 16621 E Indiana Avenue # 1-106 Spokane Valley, WA 99216 Attn: Ron Hays The foregoing addresses may be changed from time to time by written notice. Notices shall be deemed received upon the earlier of actual receipt or three business days following mailing. (f) Time. Time is of the essence of every provision contained in this Agreement. (g) Possession. Possession of the Property shall be delivered to Buyer at Closing. (h) No Deductions or Offsets. Buyer acknowledges that the Purchase Price to be paid for the Property pursuant to this Agreement is a net amount and shall not be subject to any offsets or deductions except for escrow closing expenses. (i) Attorneys’ Fees. In the event any dispute between Buyer and Seller should result in litigation, the prevailing party shall be reimbursed for all reasonable costs incurred in connection with such litigation, including, without limitation, reasonable attorneys’ fees. (j) Review by Counsel. The parties acknowledge that each party has been represented by counsel and such counsel have reviewed and revised this Agreement. (k) Governing Law. This Agreement shall be construed and interpreted in accordance with and shall be governed and enforced in all respects according to the laws of the State of California. (l) Counterparts. This Agreement may be executed in one or more counterparts. All counterparts so executed shall constitute one contract, binding on all parties, even though all parties are not signatory to the same counterpart. PLAL\51723\1002478.1 7 (m) Entire Agreement. This Agreement and the attached exhibits, which are by this reference incorporated herein (and all documents in the nature of such exhibits), when executed, contain the entire understanding of the parties and supersede any other written or oral understanding. (n) Authority. If Seller is a corporation, partnership, trust, association or other entity, Seller and each person executing this Agreement on behalf of Seller does hereby covenant and warrant that (a) Seller is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Seller has and is duly qualified to do business in California, (c) Seller has full corporate, partnership, trust, association or other power and authority to enter into this Agreement and to perform all Seller’s obligations hereunder, (d) each person (and all of the persons if more than one signs) signing this Agreement on behalf of Seller is duly and validly authorized to do so, and (e) by entering into this Agreement, performing its obligations under this Agreement, and selling the Property, Seller hall not be in default of any contract to which it is a party. Upon execution hereof and at Buyer’s request, Seller shall provide Buyer and or the Title Company with a written certification of its Corporate Secretary or other appropriate authorizing officer or partner attesting that at a duly noticed meeting of its Board of Directors or other governing body a resolution has been unanimously adopted approving Seller’s execution hereof, thereby binding itself to the terms of this Agreement and identifying the person(s) authorized to execute this Agreement on behalf of Seller. (o) Further Assurances. From and after the Effective Date of this Agreement and following the Closing Date, and for no further consideration, Seller and Buyer shall perform such acts and execute, acknowledge and deliver such additional documents as reasonably requested by the other party to: (i) vest Buyer with all of Seller right, title, and interest in the Property; (ii) carry out the transactions contemplated by this Agreement; and (iii) protect each party’s rights under this Agreement. IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement for Purchase and Sale as of the day and year first written above. SELLER: GLOBE WIRELESS, INC. a Delaware Corporation Its: BUYER: CITY OF PALO ALTO, a California Chartered Municipal Corporation City Manager APPROVED AS TO FORM: Senior Assistant City Attorney PLAL\51723\1002478.1 8 APPROVED: Director of Finance Real Property Manager Page 1 of 2 ORDER NO. : 1117016668-JS EXHIBIT A The land referred to is situated in the County of Santa Clara, City of Palo Alto, State of California, and is described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’ 00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. Parcel Three: Page 2 of 2 Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’ 55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN:008-04-001 OLD REPUBLIC TITLE COMPANY For Exceptions Shown or Referred to, See Attached Page 1 of 14 Pages ORT 3158-A (Rev. 08/07/08) 555 12th Street, Suite 2000 Oakland, CA 94607 (510) 272-1121 Fax: (510) 208-5045 PRELIMINARY REPORT CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, CA 94301 Attention: HAMID GHAEMMAGHAMI Property Address: Our Order Number 1117016668-JS When Replying Please Contact: Jennifer Senhaji JSenhaji@ortc.com (510) 272-1121 008-04-001, Palo Alto, CA 94301 In response to the above referenced application for a policy of title insurance, OLD REPUBLIC TITLE COMPANY, as issuing Agent of Old Republic National Title Insurance Company, hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a Policy or Policies of Title Insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be sustained by reason of any defect, lien or encumbrance not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed Schedules, Conditions and Stipulations of said policy forms. The printed Exceptions and Exclusions from the coverage and Limitations on Covered Risks of said Policy or Policies are set forth in Exhibit I attached. The policy to be issued may contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties.Limitations on Covered Risks applicable to the Homeowner’s Policy of Title Insurance which establish a Deductible Amount and a Maximum Dollar Limit of Liability for certain coverages are also set forth in Exhibit I. Copies of the Policy forms should be read. They are available from the office which issued this report. Please read the exceptions shown or referred to below and the exceptions and exclusions set forth in Exhibit I of this report carefully. The exceptions and exclusions are meant to provide you with notice of matters which are not covered under the terms of the title insurance policy and should be carefully considered. It is important to note that this preliminary report is not a written representation as to the condition of title and may not list all liens, defects, and encumbrances affecting title to the land. This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance of a policy of title insurance, a Binder or Commitment should be requested. Dated as of April 18,2016,at 7:30 AM OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 2 of 14 Pages ORT 3158-B The form of policy of title insurance contemplated by this report is: CLTA Standard Coverage Policy -1990. A specific request should be made if another form or additional coverage is desired. The estate or interest in the land hereinafter described or referred or covered by this Report is: Fee Title to said estate or interest at the date hereof is vested in: City of Palo Alto The land referred to in this Report is situated in the County of Santa Clara, City of Palo Alto,State of California, and is described as follows: Parcel One: Beginning at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map which was filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence from said point of beginning along the general Westerly line of said 151.61 acre parcel North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet to a point thereon; thence leaving said general Westerly line South 89° 39’ 37” East 1244.50 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence North 79° 14’ 55” West 665.06 feet; thence South 14° 50’ 40” West 676.45 feet; thence North 87° 58’ 26” West 121.20 feet to a point on said general Westerly line above described; thence along said general Westerly line as shown on said Map North 16° 20’ 32” West 384.11 feet, South 79° 39’ 28” West 60.00 feet, North 05° 00’ 10” East 195.67 feet, North 85° 31’ 57” East 127.37 feet and North 10° 35’ 30” West 540.33 feet; thence continuing along the general Northerly line of said 151.61 acre parcel as shown on said Map, North 33° 31’ 50” East 179.72 feet, North 63° 59’ 20” East 17.73 feet, South 37° 17’ 50” East 277.53 feet, North 52° 42’ 10” East 375.72 feet, South 88° 07’ 10” East 224.11 feet, North 66° 47’ 40” East 179.79 feet, North 41° 59’ 20” East 112.05 feet, North 13° 58’00” East 203.07 feet, and South 88° 58’ 50” East 1113.34 feet to the Northeasterly corner of said 151.61 acre parcel; thence along the general Easterly line of said parcel, South 00° 50’ 58” West 2690.96 feet, South 06° 31’ 50” East 354.00 feet South 79° 03’ 20” East 93.06 feet, South 22° 53’ 30” East 145.20 feet, South 76° 27’ 30” East 132.00 feet to the most Easterly corner of said 151.61 acre parcel; thence along the Southeasterly line of said parcel as shown on said Map, South 70° 24’ 00” West 1317.52 feet to the point of beginning. Parcel Two: Commencing at the most Southerly corner of the 151.61 acre parcel of land shown on that certain Record of Survey Map, recorded August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California; thence along the Southwesterly line of said parcel as shown on said Map, North 40° 34’ 12” West 1003.28 feet, and North 38°59’ 40” West 27.39 feet, thence leaving said Southwesterly line South 89° 39’ 37” East 401.49 feet to the true point of beginning of lands to be described herein; thence from said true point of beginning and continuing South 89° 39’ 37” East 843.01 feet; thence North 11° 41’ 22” East 592.28 feet; thence North 11° 29’ 20” West 502.06 feet; thence North 18° 14’ 16” West 734.92 feet; thence South 82° 14’ 05” West 222.04 feet; thence North 72° 38’ 46” West 335.26 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 1360.48 feet to the true point of beginning. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 3 of 14 Pages ORT 3158-B Parcel Three: Beginning at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map, filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet”, shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by 3/4 inch iron pipe monument and tag “RCE 5597”; thence from said point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said 151.61 acre parcel, South 87° 58’ 26” East 739.73 feet; thence South 05° 08’ 41” East 396.83 feet; thence South 84° 04’ 53” West 287.98 feet; thence North 72° 39’ 01” West 729.32 feet returning to said general Westerly line of said 151.61 acre parcel; thence along said general Westerly line North 16° 23’ 50” West 25.00 feet to the point of beginning. Parcel Four: Parcel A: Commencing at a point on the general Westerly line of the 151.61 acre parcel of land shown on that certain Record of Survey Map filed on August 15, 1969, in Book 258 of Maps, at Pages 4 and 5, records of Santa Clara County, California, said point of beginning being the Southerly terminus of the course designated as “North 05° 00’ 10” East 98.90 feet” as shown on the Northerly portion of said general Westerly line as same is delineated upon Sheet 1 of said Map, and said point of beginning being marked on the ground by a 3/4 inch iron pipe monument and Tag “RCE 5597”; thence from a point of beginning and continuing along said general Westerly line of said 151.61 acre parcel North 05° 00’ 10” East 98.90 feet, North 84° 59’ 50” West 38.65 feet, North 16° 20’ 32” West 122.01 feet, South 84° 59’ 50” East 83.06 feet, North 05° 00’ 10” East 15.00 feet, and South 84° 59’ 50” East 195.69 feet; thence leaving said general Westerly line of said parcel, South 87° 58’ 26” East 121.20 feet to the true point of beginning of the parcel of land to be described herein; thence from said true point of beginning North 14° 50’ 40” East 676.45 feet; thence South 79° 14’55” East 665.06 feet; thence South 24° 07’ 42” West 525.95 feet; thence South 05° 08’ 41” East 71.97 feet; thence North 87° 58’ 26” West 618.53 feet to the true point of beginning. Parcel B: Beginning at a point on the general Westerly line of the 151.61 acre parcel as shown on the above described Record of Survey Map, which point of beginning is located along said general Westerly line North 40° 34’ 12” West 1003.28 feet, and North 38° 59’ 40” West 27.39 feet from the most Southerly corner of said parcel as shown on said Map; thence from said point of beginning and continuing along said general Westerly line North 38° 59’ 40” West 681.93 feet, thence tangent to the preceding course on the arc of a curve to the right having a radius of 900.05 feet and a central angle of 22° 35’ 50”, an arc distance of 354.98 feet, thence North 16° 23’ 50” West 241.03 feet; thence leaving said general Westerly line South 72° 39’ 01” East 729.32 feet; thence North 84° 04’ 53” East 287.98 feet; thence South 05° 08’ 41” East 891.68 feet; thence North 89° 39’ 37” West 401.49 feet to the point of beginning. APN:008-04-001 OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 4 of 14 Pages ORT 3158-B At the date hereof exceptions to coverage in addition to the Exceptions and Exclusions in said policy form would be as follows: 1.Taxes and assessments, general and special, for the fiscal year 2016 -2017, a lien, but not yet due or payable. 2.Taxes and assessments, general and special, for the fiscal year 2015 -2016, as follows: Assessor's Parcel No :008-04-001 Code No.:006-001 1st Installment :NO TAX DUE NOT Marked Paid 2nd Installment :NO TAX DUE NOT Marked Paid 3.The lien of supplemental taxes, if any, assessed pursuant to the provisions of Section 75, et seq., of the Revenue and Taxation Code of the State of California. 4.(a) Any adverse claim based upon the assertion that said land or any part thereof is now or at any time has been included within a navigable river, slough or other navigable body of water. (b) Rights and easements for commerce, navigation and fishery. Any rights in favor of the public which may exist on said land if said land or portions thereof are or were at any time used by the public. 5. 6.Any easement for water course over that portion of said land lying within the banks of Matadero Creek and Mayfield Slough and any changes in the boundary lines of said land that have occurred or may hereafter occur from natural causes. 7.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Standard Electric Company of California, a corporation For :Electrical transmission pole lines Recorded :May 14, 1901 in Book 241 of Deeds, Page 259 Affects :A portion of said lands NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 5 of 14 Pages ORT 3158-B 8.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Agreement Granted To :The Town of Mayfield, a municipal corporation For :Main outfall sewer Recorded :December 23, 1909 in Book 349 of Deeds, Page 367 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 9.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Agreement Granted To :The Town of Mayfield, a municipal corporation For :Outfall sewer across said land Recorded :December 23, 1909 in Book 352 of Deeds, Page 446 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 10.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Deed Granted To :Federal Telegraph Company, a California corporation For :Pipe line and pole line Dated :January 8, 1921 Recorded :January 15, 1921 in Book 526 of Deeds, Page 355 Affects :A portion of said lands 11.An easement for a double line of poles and wires for electric transmission as condemned by Standard Electric Company of California, a corporation, by Final Judgment in Condemnation dated October 18, 1904, in Case No. 13815, Superior Court of the State of California in and for the County of Santa Clara. The above item affects Parcel Three OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 6 of 14 Pages ORT 3158-B 12.Terms and provisions as contained in an instrument, Entitled :Agreement Executed By :Thomas Seale and the Supervisors of Santa Clara County Recorded :March 17, 1904 in Book 15 of Miscellaneous Records,Page 12 Said matters affect Three 13.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Deed For :Drainage culvert Recorded :July 28, 1922 in Book 554 of Deeds, Page 434 Affects :Parcels One and Three NOTE: The present ownership of said easement and other matters affecting the interests thereto, if any, are not shown herein 14.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a corporation For :Pipe lines Recorded :May 24, 1929 in Book 466 of Official Records, Page 128 Affects :Westerly portion of Parcels Three and Four 15.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a corporation For :Single line of towers and single line of poles for electric transmission Recorded :May 2, 1934 in Book 688 of Official Records, Page 77 Affects :Westerly portion of Parcels Three and Four OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 7 of 14 Pages ORT 3158-B 16.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Anchor Recorded :May 24,1934 in Book 685 of Official Records, Page 448 Affects :Location thereof not disclosed of record 17.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :City of Palo Alto For :Pipes and facilities appertaining to the installation of the sewer system of the City of Palo Alto Recorded :June 26, 1934 in Book 690 of Official Records, Page 267 Affects :A portion of Parcel Three Upon the terms and conditions contained therein. Note: The ownership of easement interest and fee title have merged. Should the City of Palo Alto decide to sell the lands described herein, please consider recreating the hereinabove shown easement. 18.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Gas pipe line and incidental purposes Recorded :September 17, 1935 in Book 740 of Official Records, Page 399 Affects :A portion of said lands 19.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Instrument :Grant of Easement Granted To :City of Palo Alto For :Underground power line and sanitary sewer Recorded :March 20, 1957 in Book 3755 of Official Records, Page 243 under Recorder's Serial Number 1319303 Affects :A portion of Parcels One, Three and Four OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 8 of 14 Pages ORT 3158-B Upon the terms and conditions contained therein. Note: The ownership of easement interest and fee title have merged. Should the City of Palo Alto decide to sell the lands described herein. Please consider recreating the herein above shown easement. 20.Release and relinquishment of abutter’s or access rights to and from the street or highway, upon which premises abuts, as follows: Instrument :Grant Deed (Corporation) To :State of California Dated :June 20, 1957 Recorded :October 23, 1957 in Book 3920 of Official Records, Page 353 under Recorder's Serial Number 1396792 Said matters affect Westerly portion of said land 21.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company For :Anchor Recorded :June 29, 1962 in Book 5630 of Official Records, Page 121 under Recorder's Serial Number 2218289 Affects :Southerly portion of Parcel One 22.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :City of Palo Alto, Santa Clara County Flood Control and Water District Recorded :November 28, 1967 in Book 7952 of Official Records, Page 162 under Recorder's Serial Number 3332305 Said matters affect Parcel One OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 9 of 14 Pages ORT 3158-B 23.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Pacific Gas and Electric Company, a California corporation For :Installation and maintenance of gas pipe lines and other appliance, fittings and devises for controlling electrolyses for use in connection with said pipe lines together with adequate protection therefor Recorded :June 8, 1973 in Book 0414 of Official Records, Page 365 Affects :A portion of said land Upon the terms and conditions contained therein. 24.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :ITT World Communication, Inc. Recorded :December 5, 1977 in Book D374 of Official Records, Page 185 under Recorder's Serial Number 5887309 Which, among other things, provides:Easements Said matters affect Parcel One 25.Covenants, Conditions and Restrictions which do not contain express provision for forfeiture or reversion of title in the event of violation, but omitting any covenants or restriction if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. Entitled :Corporation Grant Deed Recorded :December 29, 1977 in Book D374 of Official Records, Page 267 under Recorder's Serial Number 5887311 Said matters affect Parcel One OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 10 of 14 Pages ORT 3158-B NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." 26.An easement affecting the portion of said land and for the purpose stated herein, and incidental purpose. No representation is made as to the present ownership of said easement. Purpose :Water flow Recorded :December 29, 1977, as Instrument No. 5887311 Affects :The sloughs on said premises 27.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Removal of ITT World Communications, Inc., Public Coast Station and continuing to operate said Public Coast Station prior to its removal Recorded :December 29, 1977, as Instrument No. 5887311 Affects :Portion of Parcel One 28.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a public corporation For :Water pipeline and system of injection, extraction and monitoring wells and ingress and egress and incidental purposes as therein provided; electrical, telephone and other utility service lines, pipes and facilities and other public utilities and ingress and egress Recorded :December 29, 1977 in Official Records under Recorder's Serial Number 5887312 Affects :A portion of said land Upon the terms and conditions contained therein. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 11 of 14 Pages ORT 3158-B 29.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a California public corporation For :Flood control and/or storm water drainage, ingress and egress and incidental purposes an as therein provided Recorded :December 29, 1977 in Official Records under Recorder's Serial Number 5887313 Affects :Southerly portion of Parcel One Upon the terms and conditions contained therein. 30.Terms and provisions as contained in an instrument, Entitled :Covenant and Agreement Executed By :ITT World Communications, a Delaware corporation and City of Palo Alto Recorded :December 29, 1977 in Book D374 of Official Records, Page 288 under Recorder's Serial Number 5887314 Said matters affect Parcels Two, Three and Four 31.Covenants, Conditions and Restrictions which do not contain express provision for forfeiture or reversion of title in the event of violation, but omitting any covenants or restriction if any, based upon race, color, religion, sex, handicap, familial status, or national origin unless and only to the extent that said covenant (a) is exempt under Title 42, Section 3607 of the United States Code or (b) relates to handicap but does not discriminate against handicapped persons, as provided in an instrument. Entitled :Corporation Grant Deed Recorded :December 29, 1977 in Book D374 of Official Records, Page 364 under Recorder's Serial Number 5887315 NOTE: "If this document contains any restriction based on race, color, religion, sex, sexual orientation, familial status, marital status, disability, national origin, source of income as defined in subdivision (p) of section 12955, or ancestry, that restriction violates state and federal fair housing laws and is void, and may be removed pursuant to Section 12956.2 of the Government Code. Lawful restrictions under state and federal law on the age of occupants in senior housing or housing for older persons shall not be construed as restrictions based on familial status." OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 12 of 14 Pages ORT 3158-B Said matters affect Parcels Two, Three and Four 32.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Water flow Recorded :December 29, 1977, in Book D374, Page 364, as Instrument No. 5887315 Affects :The sloughs on said premises 33.An easement affecting the portion of said land and for the purpose stated herein, and incidental purposes. No representation is made as to the present ownership of said easement. Purpose :Removal of ITT World Communications, Inc., Public Coast Station and continuing to operate said Public Coast Station prior to its removal Recorded :December 29, 1977, in Book D374, Page 364, as Instrument No. 5887315 Affects :A portion of Parcels Two, Three and Four 34.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a California public corporation For :Water pipeline and system Recorded :December 29, 1977 in Book D374 of Official Records, Page 371 under Recorder's Serial Number 5887316 Affects :Parcels Two, Three and Four Assignment of Easements To :KFS World Communications,a California corporation From :Western Union Corporation, a New York corporation Recorded :June 4, 1990, in Book L375, Page 2096, Instrument No. 10544166 OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 13 of 14 Pages ORT 3158-B 35.An unrecorded lease upon the terms, covenants, and conditions contained or referred to therein, Lessor :City of Palo Alto Lessee :ITT World Communications Inc. Disclosed by :Notice of Non-Responsibility Dated :July 5, 1978 Recorded :July 5, 1978 in Book D791 of Official Records,Page 451 under Recorder's Serial Number 6067640 NOTE: The present ownership of said leasehold or leaseholds and other matters affecting the interest of the lessee or lessees are not shown herein. 36.Terms and provisions as contained in an instrument, Entitled :Agreement and Grant of Easement East Bay Corridor/Santa Clara County Bayfront Bikeway Executed By :City of Palo Alto and State of California Recorded :September 17, 1981 in Book G340 of Official Records, Page 67 under Recorder's Serial Number 7167201 Said matters affect Parcels One, Three and Four 37.An easement affecting that portion of said land and for the purposes stated herein and incidental purposes as provided in the following Granted To :Santa Clara Valley Water District, a public corporation For :Maintain flood basin and appurtenant structures Recorded :April 23, 1986 in Book J669 of Official Records, Page 663 under Recorder's Serial Number 8760241 Affects :Southerly portion of Parcel one 38.The requirement that satisfactory evidence be furnished to this Company of compliance with applicable statutes, ordinances and charters governing the ownership and disposition of the herein described land. 39.Any unrecorded and subsisting leases. OLD REPUBLIC TITLE COMPANY ORDER NO. 1117016668-JS Page 14 of 14 Pages ORT 3158-B 40.Any facts, rights, interests, or claims that are not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 41.The requirement that this Company be provided with a suitable Owner's Declaration (form ORT 174). The Company reserves the right to make additional exceptions and/or requirements upon review of the Owner's Declaration. --------------------Informational Notes ------------------- A.The applicable rate(s) for the policy(s) being offered by this report or commitment appears to be section(s) 1.1. B.NOTE: According to the public records, there have been no deeds conveying the property described in this report recorded within a period of 36 months prior to the date hereof except as follows: NONE C.The Cities shown below charge Transfer Tax which must be collected through Escrow: Alameda $12.00 per $1,000.00 Albany $11.50 per $1,000.00 Berkeley 1.5% of the sales price Hayward $4.50 per $1,000.00 Oakland 1.5% of the sales price Piedmont $13.00 per $1,000.00 Richmond $7.00 per $1,000.00 San Leandro $6.00 per $1,000.00 San Francisco Call your Advisory Title Officer. D.All transactions that close on or after March 1, 2015 will include a $20.00 minimum recording service fee, plus actual charges required by the County Recorder. O.N. JF/tb Page 1 of 1 Exhibit I CALIFORNIA LAND TITLE ASSOCIATIONSTANDARD COVERAGE POLICY -1990 EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1.(a)Any law, ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or {iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien, or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.- (b)Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2.Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3.Defects, liens, encumbrances, adverse claims or other matters: (a)whether or not recorded in the public records at Date of Policy, but created, suffered, assumed or agreed to by the insured claimant; (b)not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy;. (c)resulting in no loss or damage to the insured claimant; (d)attaching or created subsequent to Date of Policy; or (e)resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or interest insured by this policy. 4.Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land Is situated. 5.Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage and is based upon usury or any consumer credit protection or truth in lending law. 6.Any claim, which arises out of the transaction vesting in the insured the estate of interest insured by this policy or the transaction creating the interest of the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws. EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART I This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: 1.Taxes or assessments Which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2.Any facts, rights, interests, or claims Which are not shown by the public records but which could be ascertained by an inspection of the land which may be asserted by persons in possession thereof, 3.Easements, liens or encumbrances, or claims thereof, which are not shown by the public records. 4.Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5.(a)Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records. 6.Any lien or right to a lien for services, labor or material not shown by the public records. OLD REPUBLIC TITLE COMPANY Privacy Policy Notice PURPOSE OF THIS NOTICE Title V of the Gramm-Leach-Bliley Act (GLBA) generally prohibits any financial institution, directly or through its affiliates, from sharing nonpublic personal information about you with a nonaffiliated third party unless the institution provides you with a notice of its privacy policies and practices, such as the type of information that it collects about you and the categories of persons or entities to whom it may be disclosed. In compliance with the GLBA, we are providing you with this document, which notifies you of the privacy policies and practices of OLD REPUBLIC TITLE COMPANY We may collect nonpublic personal information about you from the following sources: Information we receive from you such as on applications or other forms. Information about your transactions we secure from our files, or from [our affiliates or] others. Information we receive from a consumer reporting agency. Information that we receive from others involved in your transaction, such as the real estate agent or lender. Unless it is specifically stated otherwise in an amended Privacy Policy Notice, no additional nonpublic personal information will be collected about you. We may disclose any of the above information that we collect about our customers or former customers to our affiliates or to nonaffiliated third parties as permitted by law. We also may disclose this information about our customers or former customers to the following types of nonaffiliated companies that perform marketing services on our behalf or with whom we have joint marketing agreements: Financial service providers such as companies engaged in banking, consumer finance, securities and insurance. Non-financial companies such as envelope stuffers and other fulfillment service providers. WE DO NOT DISCLOSE ANY NONPUBLIC PERSONAL INFORMATION ABOUT YOU WITH ANYONE FOR ANY PURPOSE THAT IS NOT SPECIFICALLY PERMITTED BY LAW. We restrict access to nonpublic personal information about you to those employees who need to know that information in order to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. ORT 287-C 5/07/01 Disclosure to Consumer of Available Discounts Section 2355.3 in Title 10 of the California Code of Regulation necessitates that Old Republic Title Company provide a disclosure of each discount available under the rates that it, or its underwriter Old Republic National Title Insurance Company, have filed with the California Department of Insurance that are applicable to transactions involving property improved with a one to four family residential dwelling. You may be entitled to a discount under Old Republic Title Company’s escrow charges if you are an employee or retired employee of Old Republic Title Company including its subsidiary or affiliated companies or you are a member in the California Public Employees Retirement System “CalPERS” or the California State Teachers Retirement System “CalSTRS” and you are selling or purchasing your principal residence. If you are an employee or retired employee of Old Republic National Title Insurance Company, or it’s subsidiary or affiliated companies, you may be entitled to a discounted title policy premium. Please ask your escrow or title officer for the terms and conditions that apply to these discounts. A complete copy of the Schedule of Escrow Fees and Service Fees for Old Republic Title Company and the Schedule of Fees and Charges for Old Republic National Title Insurance Company are available for your inspection at any Old Republic Title Company office. Attachment A PLAL\51723\1002478.1 -1- Exhibit C Bill of Sale Globe Wireless, Inc., a Delaware corporation (“Seller”) , for good and valuable consideration, receipt of which is hereby acknowledged, hereby sells, assigns and transfers to City of Palo Alto, a California Chartered Municipal Corporation (“Purchaser”), all fixtures and personal property (collectively, the “Property”) documented and filmed by electronic video recording by City staff on May 18, 2016. Such sale, assignment and transfer is made free of all liens and encumbrances whatsoever, but otherwise without recourse, representation or warranty, except as set forth in the Agreement for Purchase and Sale dated as of June ___, 2016, between Seller and Purchaser. IN WITNESS WHEREOF, Seller has executed this Bill of Sale the ____ day of June, 2016. GLOBE WIRELESS, INC., a Delaware corporation By: Name: Its: RECORDING REQUESTED BY: APN: RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO and Mail Tax Statements to: The undersigned Grantor declares: No tax due. R&T 11922 - Grantee is a governmental agency, and deed is for the purposes of releasing any interest in and to an easement described below. QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged ________________________________(“Grantor”) hereby releases and grants to ______________ (“Grantee”) all of Grantor’s right, title and interest which may have been acquired by and through that certain ___________, recorded__________, as ________, in that certain real property located in the City of Palo Alto, Santa Clara County, State of California, as more particularly described in Exhibit “A” attached hereto and made a part hereof (the “Property”). Grantor By:_____________________________ Name:__________________________ Title:____________________________ Dated: _______________, 2016 STATE OF CALIFORNIA COUNTY OF SANTA CLARA On ____________________, before me _______________, Notary Public, personally appeared ________________________________ who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature:_________________________________ Name printed or typed:____________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of the document. This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc City Boundary Former ITT Property 0' 1200' Fo r m e r I T T P r o p e r t y Ar e a M a p CITY O F PALO A L TO I N C O R P O R ATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2016-05-25 17:52:19Baylands Former ITT Property (\\cc-maps\gis$\gis\admin\Personal\RRivera.mdb) "AYLANDS -ASTER 0LAN s &ORMER )44 0ROPERTY "EFORE THE "AYLANDS -ASTER 0LAN &ROM THE SINKING OF THE 4ITANIC IN TO THE RE CENT PAST -ORSE #ODE WAS ESSENTIAL FOR SHIP TO SHORE COMMUNICATION FOR BOTH COMMERCE AND NA TIONAL SECURITY )N THE &EDERAL 4ELEGRAPH #OMPANY LEASED ACRES OF MARSHLAND AND BUILT A RADIO TELEGRAPH TRANSMITTING STATION TO SERVE AS THE HUB OF A COASTAL NETWORK OF STATIONS )N IT WAS SOLD TO -ACKAY #ABLE 7IRELESS AND IN TO )44 4HE STATION TRANSMITTED A SUBSTANTIAL VOLUME OF OVERSEAS CABLES TELEPHONE CALLS AND OTHER COM MUNICATIONS UNTIL THE ADVENT OF SATELLITE TRANSMIS SION %VEN NOW IT CONTINUES AS A BOUNCE STATION FOR COMMUNICATING TO SHIPS THAT LACK SATELLITE EQUIP MENT 4HE HIGH WATER TABLE AND MOIST SOIL AID THE TRANSMISSION BOUNCE AND MAKE THIS A GOOD LOCATION FOR THIS FUNCTION 5NFORTUNATELY THE DIKES AROUND THIS STATION PERHAPS BUILT TO PROTECT THE STATION FROM mOODING DISRUPTED THE WATER ENVIRONMENT AND MADE IT LESS ACCOMMODATING TO WILDLIFE "Y THE EARLY S THE PROPERTY WAS RECOGNIZED AS AN INTEGRAL PART OF THE PLAN TO REHABILITATE THE "AY LANDS 4HE #ITY REZONED IT AS AGRICULTURE CONSER "AYLANDS -ASTER 0LAN %VOLUTION 4HIS SECTION DESCRIBES THE EVOLUTION OF THE "AYLANDS -ASTER 0LAN AND SERVES AS A PERMANENT RECORD OF EVENTS THAT HAVE AFFECTED POLICIES OR ARE OTHERWISE RELEVANT 4HE CURRENT ADOPTED POLICIES AND PROGRAMS FOLLOW AT THE END OF THIS CHAPTER &O R M E R ) 4 4 0 R O P E R T Y VATION TO CURB FURTHER DEVELOPMENT AND BEGAN NE GOTIATIONS FOR ITS PURCHASE 4HE ULTIMATE GOAL WAS TO OPEN THE AREA TO THE TIDES AND ALLOW IT TO REVERT TO THE SALT MARSH IT WAS PRIOR TO DIKING 4HIS ACRES OF DIKED MARSHLAND WAS SOLD TO THE #ITY BY THE )NTER NATIONAL 4ELEPHONE AND 4ELEGRAPH #OMPANY )44 IN HOWEVER DURING THE PURCHASE NEGOTIATIONS IT BECAME EVIDENT THAT THE TERMS WOULD HAVE TO ALLOW )44 TO MAINTAIN A SMALL ANTENNA lELD AND ACCESS EASEMENT FOR YEARS BECAUSE THIS SERVICE WAS STILL DEEMED ESSENTIAL BY THE &EDERAL #OMMU NICATIONS #OMMISSION &## s "AYLANDS -ASTER 0LAN 2ENTENTION OF THE ANTENNA lELD WAS COMPATIBLE WITH THE CONCURRENT PLANS FOR CAPPING THE LAND lLL SINCE A TEMPORARY LOCATION WAS NEEDED FOR DEWATERING PONDS TO PROCESS THE DREDGE SPOILS )T SEEMED THAT BOTH THE ANTENNA lELD AND THE DEWATERING PONDS COULD OCCUPY THIS AREA FOR A PE RIOD OF ABOUT YEARS 4HE SALE OF THIS PROPERTY TO THE #ITY OCCURRED IN 4HE TERMS INCLUDED AN EASEMENT AGREEMENT WITH )44 FOR CONTINUED USE OF A ACRE PORTION AS AN ANTENNA lELD 4HE LEASE HAS NO EXPIRATION DATE s"AYLANDS -ASTER 0LAN )N THE ANALYSIS PREPARED FOR THE "AYLANDS -ASTER 0LAN PARTICULARLY NOTED THE VISIBILITY OF THE SITE FROM THE "AYSHORE &REEWAY )T RECOMMENDED THAT THE AREA BE RETURNED TO SALT MARSH OR POSSIBLY A COMBINATION OF SALT AND FRESH WATER MARSH 4HUS ON /CTOBER THE #OUNCIL ADOPTED THE "AYLANDS -ASTER 0LAN WITH A TWO PHASE PLAN FOR RETURNING THE &ORMER )44 0ROPERTY TO SALT MARSH 4HE )NTERIM 0LAN 4HE )NTERIM 0LAN INCLUDED CONSTRUCTION OF THE DEWATERING PONDS WITH INSTRUCTIONS THAT WHEN THEY WERE NOT BEING USED THEY WERE TO BE mOODED TO CREATE ATTRACTIVE REmECTING POOLS )T ACCOMMODATED THE CONTINUED EXISTENCE OF THE ANTENNA lELD AND ACCESS FROM %AST "AYSHORE 2OAD BUT REQUIRED THAT THE AREA AROUND THE lELD BE CLEANED UP )T ALSO REFERENCED A PROPOSED ANGULAR mOOD WALL ALONG -ATADERO #REEK AND CALLED FOR PLANTINGS AND EARTH FORMS TO MASK AND SOFTEN IT 4HE &ORECAST 0LAN 4HE &ORECAST 0LAN DESCRIBED WHAT WAS TO HAPPEN AFTER THE ANTENNA lELD WAS ABANDONEDTHE AREA WAS TO BE OPENED TO THE TIDES AND ALLOWED TO RE TURN TO SALT MARSH )T WOULD THEN BE INCORPORATED INTO WHAT IS NOW CALLED THE *OHN &LETCHER "YXBEE 2ECREATION !REA 3EE -AP s"AYLANDS -ASTER 0LAN !MENDED 3UMMARY 2EPORT 4HE GOAL OF RETURNING THE FORMER )44 PROPERTY TO SALT MARSH DID NOT CHANGE )N FACT THE #OUNCIL DI RECTED 3TAFF TO PREPARE A PARK DEDICATION ORDI NANCE FOR THIS AREA (OWEVER THE DECISION ABOUT CLOSING THE HARBOR DID AFFECT THE h)NTERIMv PLAN FOR THIS AREA )N THE #ITY PUBLISHED THE UPDATE TO THE "AYLANDS -ASTER 0LAN 3UMMARY THAT DOCU MENTED THE FOLLOWING AMENDMENTS TO THE &ORMER )44 0ROPERTY POLICIES /N $ECEMBER THE #OUNCIL DROPPED THE DEWATERING CONCEPT AND THOSE SECTIONS OF THE PLAN WERE DELETED !LSO GIVEN HOW RAPIDLY THE SATELLITE COMMUNICATIONS INDUSTRY WAS GROWING THE #OUN CIL IDENTIlED THE YEAR FOR THE ABANDONMENT OF THE ANTENNA lELD 4HEY AMENDED THE POLICY STATEMENTS REGARDING CONTROL OF THE ACRE ANTEN NA lELD TO REmECT THIS ASSUMPTION 4HE &ORMER )44 0ROPERTYEXCLUDING THE ACRE EASEMENT FOR THE ANTENNA lELDWAS DEDICAT ED AS PARKLAND IN 4HE ORDINANCE REFERS TO IT AS THE h*OHN &LETCHER "YXBEE 2ECREATION !REA !DDITIONv s"AYLANDS -ASTER 0LAN )NFORMATION 5PDATE 4HE REVIEW RESULTED IN THE FOLLOWING IN FORMATION THIS INFORMATION IS THE BASIS FOR THE AMENDMENTS TO THE POLICY TEXT -ARSH 2ESTORATION -AP /RIGINALLY THE "AYLANDS -ASTER 0LAN INDICATED THAT THIS RESTORATION COULD BE ACCOMPLISHED BY IN STALLING A TIDE GATE AND THIS TEXT WAS INCLUDED IN THE POLICY STATEMENTS FOR THE &ORMER )44 0ROPERTY ELEMENT 4HE SOLUTION THAT WAS IMPLEMENTED USED A VALVED PIPELINE INSTEAD "AYLANDS -ASTER 0LAN s 4HE TWO MARSH RESTORATION PROJECT COMMENCED IN "OTH MARSHES WERE DESIGNED TO PROVIDE VALU ABLE HABITAT FOR SHORE BIRDS AND MIGRATING WATERFOWL THAT USE THE 0ACIlC &LYWAY &RESHWATER 0OND 2ESTORATION 0ROJECT 4HE FRESHWATER PART OF THE PROJECT CREATED MORE FRESHWATER HABITAT WEST OF THE SALT MARSH AREA 4HE PROJECT ALSO EXEMPLIlES ONE OF THE BENElCIAL USES OF RECLAIMED WATER WHICH IS PUMPED FROM THE 271#0 INTO THE DIKED FRESHWATER POND -AP 3ALTWATER -ARSH 2ESTORATION 0ROJECT 4HE SALT MARSH PART OF THE RESTORATION PROJECT WAS DESIGNED IN PART TO EXPAND AND ENHANCE THE GROWTH OF PICKLEWEED WHICH IS THE HABITAT FOR THE ENDANGERED SALT MARSH HARVEST MOUSE 4HE PROJECT WAS ACCOMPLISHED BY PIPING "AY WATER FROM THE FORMER HARBOR AREA INTO THE SLOUGH SYSTEM OF THE ACRE SALTWATER MARSH PORTION !S A CONDITION OF APPROVAL FROM THE !RMY #ORPS OF %NGINEERS THE DESIGN INCLUDED lSH SCREENING AT THE SALTWATER IN TAKE STRUCTURE AT THE HARBOR TO PREVENT lSH FROM ENTRY AND ENTRAPMENT IN THE SLOUGH SYSTEM OR THE NEW MARSH -AP )N THE #ITY HIRED -UNKDALE "ROTHERS )NC TO BEGIN CONSTRUCTION OF THE RESTORATION PROJECT UTILIZING A GRANT FROM THE #ALIFORNIA #OASTAL #ONSERVANCY &O R M E R ) 4 4 0 R O P E R T Y 4HE %MILY 2ENZEL 7ETLANDS RESTORATION IS ONE OF THREE RESTORATION PROJECTS IMPLEMENTED SINCE THE "AYLANDS -ASTER 0LAN WAS ADOPTED 4HE THREE PROJECTS HAVE INCREASED THE NATURAL AREAS BY ABOUT ACRES SEE -AP 4HE ANTENNA lELD IS VISIBLE IN BACKGROUND 0H O T O C O U R T E S Y O F 0 U B L I C 7 O R K S 3 T A F F !NTENNA &IELD &RESHWATER 0OND 3ALTWATER 3LOUGH s "AYLANDS -ASTER 0LAN %MILY 2ENZEL WITH MEMBERS OF #OMMITTE FOR 'REEN &OOTHILLS AT THE %MILY 2ENZEL 7ETLANDS 0H O T O C O U R T E S Y O F )N THE SUCCESSFUL RESTO RATION AND CREATION OF A COM BINATION SALTWATER MARSH AND FRESHWATER POND WAS A PROUD ACCOMPLISHMENT FOR THE #ITY 4HESE WETLANDS WERE NAMED FOR FORMER #OUNCIL PERSON %MILY 2ENZEL WHO SPENT DE CADES WORKING TO PROTECT SEN SITIVE HABITATS PARTICULARLY IN THE "AYLANDS 5PON COMPLETION OF THE RESTO RATION A MONITORING PROGRAM WAS DEVELOPED BY THE #ALI FORNIA 2EGIONAL 7ATER 1UAL ITY #ONTROL "OARD AND THE #ITY OF 0ALO !LTO TO EVAL UATE AND MAINTAIN THE HEALTH OF THE WETLANDS &OR EXAMPLE SEDIMENT SAMPLING WATER QUALITY SAM PLING WATER TABLE IMPACT MEASUREMENTS VEGETA TION STUDIES AND BIRD CENSUSES ARE ALL CONDUCT ED ACCORDING TO FREQUENCIES PRESCRIBED IN THE 271#0 PERMIT !S OF &EBRUARY THE %MILY 2ENZEL 7ETLANDS ARE CONSIDERED TO BE STABLE AND ONLY THE SURFACE WATER QUALITY TESTING COMPONENT OF THE MONITORING PROGRAM IS STILL BEING DONE ANNUALLY !NTENNA &IELD -AP !N ASPECT OF THE RESTORATION THAT DID NOT GO AS AN TICIPATED IS THE ANTENNA lELD 4HE ACRE SITE WAS NOT ABANDONED AND REMAINS A TRANSMITTER STA TION FOR A -ARINE -OBILE 3ERVICE FACILITY PROVIDING COMMUNICATION TO SHIPS AT SEA AND THE &## STILL DEEMS THE FACILITY TO BE NECESSARY )T MAY NOT BE SHUT DOWN UNTIL THERE IS A REPLACEMENT FACILITY )N +&3 7ORLD #OMMUNICATIONS ACQUIRED THE )44 EASEMENT !ND ALTHOUGH THE #OUNCIL DISCUSSED BUYING BACK THE EASEMENT IN THE TWO PAR TIES WERE UNABLE TO AGREE ON A PRICE )N THE #ITY AND +&3 ENTERED INTO AN AGREEMENT WHERE IN THE #ITY WILL BUY THE EASEMENT FROM +&3 ONCE A NEW SITE HAS BEEN CONSTRUCTED AND APPROVED BY THE &## !S OF +&3 7ORLD #OMMUNICATIONS 'LOBAL 7IRELESS IS CONTINUING TO USE THE SITE IN DElNITELY &URTHERMORE IN THE TRANSMISSION STATION BUILDINGS WERE DETERMINED TO BE ELIGIBLE FOR THE .ATIONAL 2EGISTER OF (ISTORIC 0LACES 4HE BUILDINGS AND ANTENNA lELD ARE IN THE MIDDLE OF THE SITE SUR ROUNDED BY AND SEPARATED FROM THE WETLANDS BY LE VEES AND A FENCE AND ENTRANCE IS PROHIBITED !S OF &EBRUARY THE !NTENNA &IELD REMAINS A FUTURE POTENTIAL RESTORATION SITE )NJECTION 7ELLS !LTHOUGH THIS PROGRAM WAS DISCONTINUED IT WAS INCLUDED IN THE ORIGINAL "AYLANDS -ASTER 0LAN AND INFORMATION ABOUT IT MAY BE OF HISTORICAL VALUE 4HEREFORE IT IS BRIEmY MENTIONED HERE )N THE S THE 3ANTA #LARA 6ALLEY 7ATER $IS TRICT BEGAN A PILOT PROJECT TO INJECT HIGHLY TREATED WASTEWATER INTO GROUNDWATER WELLS TO KEEP HIGH SALINITY BAYWATER FROM INTRUDING BENEATH THE "AY LANDS ANY FURTHER 3EVERAL WELLS WERE BUILT ON THE &ORMER )44 0ROPERTY HOWEVER THE PROJECT WAS DISCONTINUED AND THE WELLS HAVE BEEN CAPPED "AYLANDS -ASTER 0LAN s 3ITE 0ROlLE AS OF :ONING 0&$ ,AND 5SE $ESIGNATION s)NTERIOR PORTION /PEN 3PACE #ONTROLLED $EVELOPMENT s%XTERIOR PORTION 0UBLIC #ONSERVATION ,AND $EDICATED 0ARKLAND s)NTERIOR 0ORTION .O s%XTERIOR 0ORTION 9ES &O R M E R ) 4 4 0 R O P E R T Y -AP &ORMER )44 0ROPERTY IN #ONTEXT s "AYLANDS -ASTER 0LAN -AP "AYLANDS -ASTER 0LAN s -AP &O R M E R ) 4 4 0 R O P E R T Y s "AYLANDS -ASTER 0LAN &ORMER )44 0ROPERTY 0OLICIES PAGE OF 4HE "AYLANDS -ASTER 0LAN ADVOCATES A UNIlCATION OF THE "AYLANDS IN ADDITION TO THE FOLLOWING POLICIES THAT ARE SPECIlC TO THE &ORMER )44 0ROPERTY ACTIVITIES IN THIS AREA MUST ALSO COMPLY WITH POLICIES STATED IN THE h/VERALLv h&LOOD #ONTROLv AND h!CCESS #IRCULATIONv CHAPTERS AS WELL AS POLICIES STATED FOR THE SURROUNDING AREAS 4HE FUTURE OF THE FORMER )44 PROPERTY GOES BE YOND CONSERVATION INTO REHABILITATION AND lTS PER FECTLY WITH THE OVERALL GOAL OF THE "AYLANDS -ASTER 0LANTO PRESERVE AND ENHANCE UNIQUE AND IRRE PLACEABLE RESOURCES 4HIS SEASONAL WETLAND IS mAT AND LOW JUST ABOUT AT SEA LEVEL 0RIOR TO RESTORATION IT WAS NOT AS PRODUC TIVE AS IT COULD HAVE BEEN BECAUSE THE WATER ENVI RONMENT HAD BEEN DISRUPTED BY THE DIKING (OW EVER WHEN THE WINTER RAINS WERE HEAVY PONDS FORMED AND THESE PONDS PROVIDED FEEDING AND NESTING HABITAT FOR GULLS DUCKS AND SHOREBIRDS "URROWING OWLS RODENTS JACK RABBITS AND GROUND SQUIRRELS NESTED THERE DURING THE DRY SEASON AND BIRDS OF PREY PHEASANTS AND MOURNING DOVES ALSO VISITED THE SITE THEN !LSO THE RARE hWHITE TAILED KITESv NESTED IN THIS AREA ALONG THE ROAD INTO THE BUILDING AND MAY STILL USE THIS SITE AS THEIR HABITAT )N BAY WATER WAS PIPED IN FROM THE FORMER YACHT HARBOR AND THE DIKED MARSHLAND WAS PAR TIALLY RESTORED ALLOWING SOME OF THE ORIGINAL TIDAL mOW TO OCCUR !S A RESULT IT IS BIOLOGICALLY PRODUC TIVE AGAIN !LSO IN THE WESTERN PORTION OF THE SITE A FRESHWATER POND WAS CREATED BY PUMPING RE CLAIMED WATER FROM THE 271#0 4HIS AREA EXCEPT FOR THE EASEMENT WHERE ANTEN NA lELD EXISTS WAS DEDICATED AS PARKLAND ON -AY )T WAS NAMED THE %MILY 2ENZEL 7ETLANDS ON 3EPTEMBER 4HIS SECTION IS A CONDENSED ANTENNA lELD AND PER THE &EDERAL #OMMUNICATIONS #OMMISSION MAY NOT BE SHUT DOWN UNLESS IT IS REPLACED BY ANOTHER FACILITY )T CONTINUES TO PROVIDE AN ESSENTIAL COM MUNICATION LINK TO SHIPS AT SEA WHICH STILL DONT HAVE SATELLITE COMMUNICATIONS EQUIPMENT 7ORLD #OMMUNICATIONS WHO TOOK OVER FROM )44 CON TROLS ACRES IN THE CENTRAL PART OF THE PROPERTY THROUGH AN EASEMENT AGREEMENT AND MAY CONTINUE TO DO SO INDElNITELY INTO THE FUTURE "AYLANDS -ASTER 0LAN s &O R M E R ) 4 4 0 R O P E R T Y &ORMER )44 0ROPERTY 0OLICIES PAGE OF -ARSH 2ESTORATION -AINTAIN BOTH THE SALT WATER AND FRESHWATER MARSHES THAT HAVE BEEN CREATED #LEAN UP ALL AREAS OUTSIDE THE ANTENNA lELD 5SE EARTH FORMS AND VEGETATION THAT CAN SERVE AS FOOD FOR WILDLIFE TO SOFTEN THE GEOMETRIC FORM OF THE mOOD WALL ON THE SOUTH SIDE ALONG -ATADERO #REEK +EEP THE REST OF THE SITE THE WAY IT IS EXCEPT WHERE OTHERWISE RECOMMENDED !NTENNA &IELD 2EMOVE THE ANTENNA lELD REPLACE WITH MARSH LAND AND INCORPORATE THIS AREA INTO "YXBEE 0ARK )N THE #ITY AND +&3 ENTERED INTO AN AGREEMENT WHEREIN THE #ITY WILL BUY THE EASEMENT FROM +&3 ONCE A NEW SITE HAS BEEN CONSTRUCTED AND APPROVED BY THE &## (OWEVER A PROPOSAL TO DEMOLISH THE RADIO STATION BUILD INGS MAY NOT BE DESIRABLE AS THEY HAVE BEEN DE TERMINED ELIGIBLE FOR THE .ATIONAL 2EGISTER OF (ISTORIC 0LACES City of Palo Alto (ID # 8105) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Sheridan Apartments Loan Agreement: Amendment No. 2 Title: Approval of Amendment Number 2 to the Promissory Note and Amendment Number 2 to the Agreement Between the City and Palo Alto Housing Corporation for the Acquisition of Sheridan Apartments at 360 Sheridan Avenue; and Approval of an Expenditure of Funds Held by PAHC for the Acquisition of a Property Interest in the Sheridan Apartments. The Project is Exempt From the California Environmental Quality Act (CEQA) per Section 15061 (b) (3) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve: 1. Amendment Number two (2) to Loan Agreement Between the City of Palo Alto and Palo Alto Housing Corporation Regarding the Sheridan Apartments at 360 Sheridan Avenue; and 2. Amendment Number two (2) to the related Promissory Note (Residential Housing In-lieu Funds/Community Development Block Grant Funds) Secured by (a) Assignment of Promissory Note Secured by Deed of Trust and Assignment of Rents, and (b) Assignment of Affordability Reserve Account. Background The Sheridan Apartments is an existing 57-unit affordable housing project that serves income- eligible seniors. The project, located at 360 Sheridan Avenue, is owned and operated by the Palo Alto Housing Corporation (PAHC), a non-profit housing provider and long-time partner of the City’s. The City and PAHC entered into a Loan Agreement (Attachment C) in the amount of $2,450,000 City of Palo Alto Page 2 on December 8, 1998 to fund the acquisition of the Sheridan Apartments by PAHC for their use and operation as rental housing for low-income and very-low income households.1 In addition, PAHC executed a Promissory Note (Attachment D) in favor of the City. One of the provisions of both the loan agreement and the promissory note is that PAHC was to establish an Affordability Reserve Account to protect against the reduction or termination of affordability housing funds through the federal Section 8 assistance program. The Loan Agreement states that once the Affordability Reserve Account reaches a specified balance PAHC shall make payments according to the terms of the Note and interest on the Note increases from 3% to 9%. In early 2017, anticipating that the loan would soon be subject to the 9% interest rate, PAHC approached the City with a proposal to immediately repay the entire outstanding balance of the loan. As explained below, due to federal regulations restricting the balance of Community Development Block Grant (CDBG) funds the City may hold in each fiscal year, early repayment of the loan would disadvantage the City’s CDBG program. On March 6, 2017, Council approved Amendment No. 1 to the Loan Agreement and Amendment No. 1 to the Promissory Note to increase the threshold amount of the Affordability Reserve Account to $2,600,000, delaying the due date of payments and the increase in the interest rate (CMR #7803). One important objective of these amendments was to permit the parties time to negotiate more comprehensive changes to the structure of the loans. Discussion PAHC remains ready and willing to repay the loan in full. However, the repayment of the loan at this time would not benefit the City, as the majority of the funds would be heavily restricted under Community Development Block Grant (CDBG) regulations and the City would be in violation of program requirements and subject to reduced CDBG funding in the future if it could not expend the funds on another eligible project within a relatively short amount of time. Following discussion and negotiation with PAHC, Staff recommends that Council approve the attached Amendment No. 2 to the Loan Agreement and Amendment No. 2 to the Note. The recommended actions recognize the mutual interests of the City and PAHC to develop additonal affordable housing and rehabilitate existing affordable housing units. The actions would restructure the Loan Agreement and Promissory Note to defer the accrual of interest and loan repayment until March 1, 2030 on the condition that PAHC uses the funds that would otherwise have been due to the City for another affordable housing project. If PAHC develops a new affordable housing project or rehabilitates an existing project with these funds prior to March 1, 2030, the City will forgive the loan. If PAHC is unable to develop an affordable housing 1 Low income households are those earning 51-80% of the area median income or around $59K-$85K for a family of four; very-low income households are those earning less than that. City of Palo Alto Page 3 project by the March 1, 2030 deadline, then any remaining loan amount will resume the accrual of interst and payments will be due under the terms of the Note. In recent years, the City has included provisions in its affordable housing loans making them entirely forgivable upon maturity. This amendment to the Sheridan loan, which was issued almost two decades ago, would thus bring the loan more into line with the City’s modern practice. To secure PAHC’s agreement to defer payment of the existing loan, the City would agree to amend the Loan Agreement and the Promissory Note such that the loan would stop accruing interest as of May 1, 2017. PAHC and staff have been in discussions on restructuring the loan terms since early 2017 and PAHC is concerned that the loan is continuing to accrue interest even though PAHC has been prepared to pay off the loan in full. The requested actions would also give PAHC greater flexibility in the use of the Affordability Reserve Account as described in Section 5 of the Loan Agreement and would specify that there are no restrictions on the use of surplus cash generated by the project so that PAHC has the ability use the funds as deemed necessary by PAHC to further affordable housing in Palo Alto. Finally, the City would agree to subordinate its interest in the property to any future financing PAHC seeks. If the amendment is not approved, PAHC has indicated that it will repay the loan in full, which has a current approximate balance of $2,222,324. Of this amount, $1,474,591 would be returned to the CDBG program and $747,733 would be returned to the residential housing fund. The negative consequence of this scenario is that the $1.474 million in CDBG funding would need to be expended on a CDBG-eligible project no later than April 30, 2018 due to the CDBG program’s strict expenditure requirements. Per the CDBG regulations at 24 CFR Section 570.902 (a)(i), sixty days prior to the end of a grantee’s current program year, the amount of funds available to a grantee in its letter of credit is not to exceed 1.5 times the entitlement amount for its current program year. HUD has not finalized the FY18 CDBG allocations, but it is anticipated that the FY18 CDBG allocation will be similar to the City’s FY17 allocation of $441,253. Using HUD’s expenditure threshold, the City cannot have more than $661,879 in its letter of credit balance by April 30, 2018. If the City is unable to spend the CDBG funds by the deadline, there would be a risk that the City would experience a permanent reduction of CDBG funds by the amount in excess of the 1.5x threshold. Under the recommended amendments, these CDGB funds would effectively remain available to PAHC until it is able to identify a suitable project in Palo Alto. Policy Implications The actions recommended in this report implement the City’s Housing Element policies and programs supporting the development of low income housing, including: 1. H1.2 Policy – Support efforts to preserve multifamily housing units in existing neighborhoods; and City of Palo Alto Page 4 2. H3.1.4 Program – Preserve affordable housing stock by monitoring compliance, providing tenant education, and seeking other sources of funds for affordable housing developments at risk of market rate conversions. The City will continue to renew existing funding sources supporting rehabilitation and maintenance activities. 3. H3.4.4 Program – The City will work with affordable housing developers to pursue opportunities to acquire, rehabilitate, and convert existing multi-family developments to long-term affordable housing units to contribute to the City’s fair share of the region’s housing needs. Resource Impact With the requested action, PAHC’s payments of principal and interest will be deferred until June 30, 2030 and Palo Alto Housing Corp will be able to use the funds to develop a new affordable housing project. In the event that PAHC is unable to develop a new affordable housing project by June 30, 2030, PAHC will be required to repay the loan to the City. Approximately 66% of loan funds would go to the CDBG program and 34% would go into the residential housing fund. These actions will have no impact on the City’s General Fund. Timeline The agreement will be executed and recorded after Council approval. Environmental Review The project is Categorically Exempt from the California Environmental Quality Act ( CEQA) pursuant to CEQA Guidelines 15061(b)(3) because it can be seen with certainty that there will be no significant effect on the environment. There are no plans for rehabilitating or redeveloping the site. Any future proposal to reuse the site for another purpose or to redevelop the site would need to be reviewed pursuant to CEQA prior to any City decision to provide funding or approvals. Attachments: Attachment A: Sheridan Apartments Loan Agreement Amendment No. 2 (PDF) Attachment B: Sheridan Apartments Promissory Note Amendment No. 2 (PDF) Attachment C: Sheridan Apartments Loan Agreement (PDF) Attachment D: Sheridan Apartments Promissory Note (PDF) Attachment E: Sheridan Loan Agreement Amendment No. 1 (PDF) Attachment F: Sheridan Promissory Note Amendment No. 1 (PDF) CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR June 5, 2017 The Honorable City Council Palo Alto, California Policy and Services Committee Recommendation to Accept the Revised City Fraud, Waste, and Abuse Hotline Administration Policy The Office of the City Auditor recommends acceptance of the revised City Fraud, Waste, and Abuse Hotline Administration Policy. At its meeting on March 28, 2017, the Policy and Services Committee approved and unanimously recommended that the City Council accept the proposed changes to the City Fraud, Waste, and Abuse Hotline Administration Policy with the addition of “or contractors” in section 1, Objective, line one of the second paragraph. That paragraph should now read, “City employees who have specific information that other City employees or contractors have engaged in fraud, waste, or abuse are encouraged to report such information through the normal chain of command, which includes their immediate supervisor, manager, department head, Human Resources, and the City Manager’s Office (CMO); or to the Office of the City Auditor.” The Policy and Services Committee minutes are included in this packet. Respectfully submitted, Harriet Richardson City Auditor ATTACHMENTS: Attachment A: Discussion of the Fraud Waste and Abuse Hotline (PDF) Attachment B: Policy and Services Committee Transcript Excerpt (March 28, 2017) (PDF) Department Head: Harriet Richardson, City Auditor Page 2 CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR March 28, 2017 The Honorable City Council Palo Alto, California Discussion of the Fraud, Waste, and Abuse Hotline Recommendation The Office of the City Auditor recommends that the Policy and Services Committee review and recommend to the City Council acceptance of the: 1. Proposed changes to the City Employee Fraud, Waste, and Abuse Hotline Administration Policy. 2. Provide direction to the City Auditor regarding methods for advertising the hotline to City employees, including providing information regarding what is an appropriate use of the hotline and the type of questions or concerns that should be addressed through another means. Background Fraud, waste, and abuse hotlines are a mechanism through which employees or others can report suspected misuse or mismanagement of an organization’s resources. In July 2012, the City Council approved an 18-month pilot program to establish an employee-only fraud, waste, and abuse hotline, to be administered by the City Auditor’s Office. In May 2013, the City Council adopted the “City Employee Fraud, Waste, and Abuse Hotline Administration Policy” (“Hotline Policy”) and approved continuing the program beyond the pilot phase. A third-party vendor administers the City’s hotline. It receives calls, creates a case file for each call, and forwards the case to the Hotline Review Committee (City Auditor, City Manager, and City Attorney) for review. Callers can access the hotline 24/7/365, and can provide their name or choose to remain anonymous. The committee reviews the general case information for each call and determines whether it falls within the purview of the hotline. If it does, the committee makes a decision, based on the information provided in the case file, about whether to investigate the case. The committee may refer cases that do not fall within the purview of the hotline to the appropriate department or the Human Resources Department for review and action. The City Manager’s Office issued the Palo Alto Employee Ethics Policy in 2016 and provided training to all City employees regarding the policy. The policy, available to employees on both the City’s intranet and internet pages, was developed in response to a recommendation in the Attachment A Page 2 audit of Employee Ethics Policies, published in 2008. It states that employees who have questions about the Code of Ethics or the appropriateness of an action should consult with their supervisor, department head, City Manager, or City Attorney’s Office, or that they may use the City’s confidential Employee Ethics Hotline if anonymity is necessary. Discussion Since its inception, the fraud, waste, and abuse hotline has received 34 calls: 11 were various versions of a single issue, and 2 were related to another single issue, meaning that we received calls regarding 23 separate issues. The City investigated 14 of the 23 issues, and two were substantiated. In one of the substantiated cases, corrective action was taken by providing relevant training to employees, and in the other substantiated case, the employee resigned. Survey of Other Jurisdictions and Best Practices Because of the number of repeat calls for a single issue and because many of the calls received do not relate to fraud, waste, or abuse, the Office of the City Auditor conducted a survey of other local governments that have a hotline to identify what others do to minimize the time spent on frivolous or malicious calls, or calls received simply because callers do not know where else to call. We received 39 responses to our survey, and several of the respondents gave us copies of their hotline policies. We also did other research to identify best practices. Key indicators from the survey respondents were: Most organizations do not receive a large number of calls each year – 2 of the organizations did not say how many calls they received; 9 received less than 10 calls, 14 received 11-50 calls, 8 received 51-100 calls, and 6 received more than 100 calls. 34 of the jurisdictions, including all 6 that received more than 100 calls, accept calls from both employees and others outside of the organization (e.g., residents and contractors). Although the investigation and substantiation rates varied, accepting calls from people other than employees generally led to both a higher number of investigations and more complaints being substantiated. The jurisdictions that had the highest substantiation rates routinely communicated the purpose of the hotline to their employees and their citizenry. Common practices included: o Providing information at new employee orientations o Hanging posters at key points in their facilities, and updating the posters at least annually o Providing information on employee pay stubs, generally two times per year o Conducting annual training and presentations for employees o Providing information in an all-employee email o Providing information on dedicated internet or intranet pages o Publishing articles in newsletters Attachment A Page 3 o Informing citizenry through notices on utility bills, booths at community events, and advertisements on the city/county television channel o Publishing reports of the number of cases received, the number investigated and their outcomes, and providing descriptions of the cases that were substantiated Several of the hotline policies we received from other jurisdictions also included examples of the types of activities that constitute fraud, waste, or abuse and gave examples of the types of activities that should be referred elsewhere. The Office of Inspector General for the Department of Homeland Security published a report in 2010, “Recommended Practices for Office of Inspector General Hotlines,” which acknowledges the importance of educating employees and contractors about hotlines. It recommends, in addition to the types of communications listed above, giving presentations at agency meetings and developing informational brochures to reduce the number of misdirected complaints. Some agencies also develop wallet cards to give to employees and others. The California State Auditor developed a Frequently Asked Questions document, posted on its website, that provides information about who and what the State Auditor can and cannot investigate and provides examples of improper conduct that falls within the State Auditor’s authority for investigation. It also provides tips for filing a complaint to ensure that the State Auditor has sufficient information to make a determination about whether a complaint warrants investigation. Proposed Changes to the Fraud, Waste, and Abuse Hotline Administration Policy The changes that the Office of the City Auditor has proposed for the Fraud, Waste, and Abuse Hotline Administration Policy include: Clarified that although the hotline only receives calls from employees, employees should report activities that directly relate to the City of Palo Alto (e.g., if a contractor committed fraud as part of its contract with the City). Clarified that the hotline is not only for anonymous reporting. Added language that the Hotline Review Committee may recommend using an external investigator in some cases. Changed the language in the Case Management and Case Dissemination sections to reflect that only the Hotline Review Committee has access to the case management system and that it will review completed investigation reports before closing out a case in the case management system. In the past, some department directors closed out a case that was referred to them but did not put sufficient information in the case notes to determine the adequacy of the investigative process and whether the designated outcome was appropriate. Because the Office of the City Auditor is responsible for reporting to Council the number of cases received, their status, and the outcome, it is important that the City Auditor have a reasonable level of assurance regarding the adequacy of the investigative process and its outcome. Attachment A Page 4 Updated who the alternate members of the Hotline Review Committee would be in the event that a complaint is made against one of the primary members. Clarified the language regarding the investigative process. Added language for the Office of the City Auditor and Human Resources Department to coordinate to identify the types of cases that are appropriate for the hotline vs. the Human Resources Department’s new employee advice line. Changed the language regarding how the Office of the City Auditor reports on hotline cases received to clarify that the reporting is done through the Office of the City Auditor’s regular quarterly reports rather than as an Information Item. Reporting through the quarterly reports provides Council the opportunity to have discussion regarding the case summaries. Added a section to inform employees that disciplinary action may be taken when a case is substantiated. This was a common provision in other organizations’ hotline policies. Added a section on advertising the hotline. Advertising the Hotline Based on the survey input and research, it is clear that it is important to advertise the hotline to educate potential complainants on the purpose of the hotline and to thereby reduce the number of misdirected complaints. Although the Office of the City Auditor has not established an education program regarding the hotline, the City Auditor gave a presentation to a City department last year regarding the Office of the City Auditor’s functions and activities, which included a discussion of the hotline. About two weeks later, the hotline received a call that was investigated and substantiated, which may be an indicator of the effectiveness of educating employees about the hotline. In a 2016 article, the Association of Certified Fraud Examiners listed several factors that lead to an ineffective hotline reporting process, which included employees not understanding the system. The article also listed some tips for building a trusted hotline reporting program and culture, including training and awareness and ongoing communication. The factors that lead to hotline ineffectiveness and those that lead to hotline effectiveness both support the importance of outreach and communication to those who are expected to potentially use the hotline. Conclusion Tips continue to be the most common way that organizations become aware of fraud, waste, or abuse. Hotlines provide a mechanism through which employees or others can report fraud, waste, or abuse that they are aware of, particularly if they wish to remain anonymous. Two critical factors for hotline success are having effective policies and procedures for administering the hotline and creating awareness of the hotline for those who would potentially use it. The proposed changes to the Fraud, Waste, and Abuse Hotline Administration Policy and Attachment A Page 5 developing awareness of the hotline are both expected to improve the effectiveness of the City of Palo Alto’s hotline. Respectfully submitted, Harriet Richardson City Auditor ATTACHMENTS: Attachment A: Ethics Hotline Administration Policy - Revised March 2017 (PDF) Attachment B: City Employee Fraud, Waste, and Abuse Administration Policy - March 2013 (PDF) Department Head: Harriet Richardson, City Auditor Attachment A City Employee Fraud, Waste, and Abuse Hotline Administration Policy Attachment A Table of Contents 1.Objective ...................................................................................................................... 3 2.Structure ....................................................................................................................... 3 3.Hotline Review Committee .......................................................................................... 3 4.Case Management ........................................................................................................ 3 5.Case Dissemination ...................................................................................................... 4 6.Coordination With Human Resources Regarding Its Advice Line ................................. 5 7.Escalation...................................................................................................................... 5 8.Reporting ...................................................................................................................... 5 9.Discipline ...................................................................................................................... 5 10. Prohibition Against Retaliation .................................................................................... 6 11. Terms and Definitions .................................................................................................. 6 12.Security of Incident Reports and Associated Reports, Working Papers, and Other Related Documents ...................................................................................................... 6 13. Custody of Investigation Documents ........................................................................... 7 14. Public Requests for Information Regarding All Incident Reports ................................. 7 15. Filing of Malicious Complaints ...................................................................................... 7 16. Advertising the Hotline ................................................................................................. 7 Attachment A 1.Objective The primary objective of the City of Palo Alto Fraud, Waste, or Abuse Hotline (“hotline”) is to provide an anonymous mechanism for employees to report fraud, waste, or abuse by City employeesthat directly relates to the City of Palo Alto. City employees who have specific information that other City employees have engaged in fraud, waste, or abuse are encouraged to report such information through the normal chain of command, which includes their immediate supervisor, manager, department head, Human Resources, and the City Manager’s Office (CMO); or to the Office of the City Auditor. However, there may be certain circumstances where an employee believes it is necessary to remain anonymous or prefers for other reasons to report directly through the hotline. The hotline provides an anonymous method whereby employees can choose to remain anonymous ofwhen reporting such incidents over the phone to a third- party interviewer or via an anonymous web form. The City believes that anonymity is a last resort and should only be used after other reporting methods have been attempted or when the employee has a reasonable good faith belief that it is necessary. Frivolous anonymous calls can undermine the effectiveness of the hotline. All reports made regarding fraud, waste, or abuse should be made seriously and with due professional care. 2.Structure The hotline is hosted by an independent, third-party provider (vendor) contracted by the City. The vendor provides the option for callers to provide information over the hotline anonymously. The vendor issues an incident report for each call and submits the incident reports for review and referral. The vendor provides offsite hotline coverage 24/7/365 and live interviewers who obtain the information deemed necessary to verify and process the complaints. This information is then transcribed into an incident report that is housed in a the vendor-hosted case management system. 3.Hotline Review Committee The Hotline Review Committee (“Committee”) is composed of the following members or their designees: the City Auditor, the City Manager, and the City Attorney. The Committee meets as needed to review all activity related to the hotline. The objectives of the Committee are to review all incident reports, determine whether an incident report should be investigated, assign incident reports to the appropriate department, or unit, or external investigator for investigation, ensure that incident reports that are assigned for investigation are adequately investigated, and address any trends in activity or weaknesses in City policies that require corrective action to be taken. Duplicate reports or reports that do not suggest fraud, waste, or abuse may be closed without further investigation. 4.Case Management The vendor’s online case management system allows for all hotline reports to be recorded, updated and tracked in one centralized system to ensure that all reports are addressed appropriately and that the outcomes are consistent. All incident reports are maintained in the secured case management system. and are periodically updated with the status of the investigation by tThe specified department case managerment users and should periodically update the Office of the City Auditor regarding the status of Attachment A the investigation. Case management users include staff of tThe Office of the City Auditor who act as administersrators of the case management system, and updates it to reflect the investigation status and outcomes.one or more members of management from each department who will be assigned to respond to incidents within their departments. User access is limited to cases assigned to themthe Hotline Review Committee members and the hotline administrator in the Office of the City Auditor. Additionally, the CMO will be provided certain administrative functions in the case management system in order to create a check-and-balances system to ensure that the OCA is not investigating reports that could be a conflict of interest for OCA employees. 5. Case Dissemination Within 24 hours after entering a call as an incident report and logging it into the case management system, the vendor sends the report electronically to the appropriate contacts at the Office of the City Auditor for preliminary review. The Office of the City Auditor will triage the report to determine if immediate action may be necessary. If immediate action appears necessary, the Office of the City Auditor will contact the Hotline Review Committee, which will decide whether to initiate an investigation. Incident reports requiring immediate action include those involving possible fraud, waste, or abuse by City executives, or other incidents based on the judgment of the Hotline Review Committee. All other cases will be referred to the Hotline Review Committee in their scheduled meetingsto review. These reviews should occur within five business days. If an incident report involves one or more members of the Hotline Review Committee, those individuals shall be excluded from any decisions or activities related to the review and/or investigation of that incident report. If this occurs, an Senior Performance Auditor, Assistant City Manager, and/or Senior the Assistant CityPrincipal Attorney, if needed, will act as the third members of the Hotline Review Committee to ensure there are a minimum of two officials providingis appropriate oversight of the review and investigation of the incident report. Because the members of the Hotline Review Committee are appointed by the City Council, the hotline will not accept incidents involving members of the City Council. Employees reporting these types of complaints will be referred to the California Fair Political Practices Commission, the District Attorney’s Office, or other appropriate outside agency, depending upon the nature of the complaint. Each department will have one or more dedicated contacts who will receive the incident report from the Hotline Review Committee, disseminate it to the appropriate staff within their department, and access the report in the case management system to either assign it to another user in their department to manage the case or make updates as to the case disposition themselves. The dedicated department contact will complete the preliminary case closure beforeThe Hotline Review Committee will determine the best approach for investigating an incident report and an appropriate timeline for completing the investigation. When the Hotline Review Committee determines that an incident report should be forwarded to a department for investigation, it will be forwarded to the department director, who may investigate it himself or herself, or assign it to another person in the department for investigation. Hotline complaints that allege criminal activity will be forwarded to the Palo Alto Police Department for consideration for investigation in consultation with the Hotline Review Committee. Investigations should include techniques appropriate for the alleged fraud, waste, or abuse, such as interviews with witnesses, Attachment A technical experts, and the subjects of the investigation; and examination of documents such as files, e- mails, contracts, vouchers, payroll records, and reports. The director is responsible for keeping the Hotline Review Committee updated regarding the status of the investigation. When the investigation is completed, the director will forward a copy of the completed report to the Hotline Review Committee, which will reviews the report to determine that the investigative steps were appropriate and that the recommended outcome is sufficiently supported and formally closes an the incident report. The Hotline Review Committee may decline to investigate complaints that do not fall within the definition of fraud, waste, or abuse, but may refer them to a department for other follow up. As the hotline administrator, the Office of the City Auditor will be responsible for: • Disseminating incident reports to the appropriate department or external investigator for investigation, as determined by the Hotline Review Committee, and providing the timeline for completing the investigation. • Monitoring the status of all incident reports referred to other departments, or units, or an external investigator for investigation and their outcomes. • Conducting an independent investigation of reported incidents when appropriate. • Monitoring the timeliness of department responses based on timeframes established by the Hotline Review Committee. • Closing incident reports in the case management system after the Hotline Review Committee’s final review. 6. Coordination With Human Resources The Hotline Review Committee will coordinate with the Human Resources Department to identify the types of issues that are more appropriately categorized as “personnel” issues and should be referred to the Human Resources Department for resolution rather than investigated through the hotline process. 67. Escalation An incident is designated for escalation if there is an imminent or significant threat of actual harm to employees, customers, or operations. When a report is designated for escalation by the vendor, they shall immediately call the appropriate designated contact(s) provided by the City. Escalation contacts include the members of the Hotline Review Committee and their designees. 78. Reporting The case management system allows for customized reporting of incidents reported to the hotline. Users may sort information and run reports on cases assigned to them, and administrators may create reports on case dispositions, status, corrective action taken, and other trends. The Office of the City Auditor will provide a quarterly summary report of complaints received by the hotline to the City Council as an Information Itemin the Office of the City Auditor’s quarterly reports. The form and content of the quarterly report shall be at the discretion of the City Auditor, will be presented to and reviewed by the Hotline Review Committee, and The summaries will generally include: • The number of reports made to the hotline and their status (i.e., open or closed). Attachment A • The general types of complaints received. • Any trends in the types of complaints received. • Any general description of corrective action taken by City management as a result of a complaint received. 9. Discipline If an investigation concludes that fraud, waste, or abuse occurred, the City Manager, or designee, shall take appropriate corrective action to resolve the issue and prevent recurrence. Corrective action could include, for example, disciplinary action, training, new or revised procedures, reorganization or reassignments, referrals to outside agencies (such as the District Attorney, Fair Political Practices Commission, or other enforcement agency),or amendment or termination of contracts. 108. Prohibition Against Retaliation No department or employee shall take any adverse action or retaliate against any employee for making a report to the hotline (except as provided in “Filing of Malicious Complaints,” below). Additionally, no reprisal shall be taken against any employee who participates in any manner in the investigation and disposition of a hotline incident report. This Prohibition Against Retaliation is a statement of City policy. It is not intended to and shall not create a private right of action enforceable in state or federal court on behalf of any person, against the City or any employee, for equitable relief or damages. 119. Terms and Definitions Under California law, the term "fraud, waste, or abuse" means any activity by a local agency or employee that is undertaken in the performance of the employee's official duties, including activities deemed to be outside the scope of his or her employment, that: • Is in violation of any local, state, or federal law or regulation relating to: o Corruption o Malfeasance o Bribery o Theft of government property o Fraudulent claims o Fraud o Coercion o Conversion o Malicious prosecution o Misuse of government property o Willful omission to perform duty • Is economically wasteful • Involves gross misconduct Attachment A 120.Security of Incident Reports and Associated Reports, Working Papers, and Other Related Documents •Incident reports, associated reports, working papers, and other documents referring to or describing incident reports, which are received either through the hotline, by mail, or e-mail shall remain confidential to the extent allowed by law. •Incident reports and associated case numbers shall only be provided to individuals who are responsible and essential for conducting the investigation or reviewing of the incident report. These individuals are required to hold such information in confidence, to the extent allowed by law. •The confidentiality of all incident reports, associated reports, working papers, and other documents shall be maintained at all times by the City Auditor and investigating/reviewing departments, who shall take such measures as they determine are reasonable and necessary to maintain the confidentiality of such information and documents, to the extent allowed by law. •City Staff responsible for reviewing/investigating incident reports can make investigative disclosures of information contained in an incident report to the extent necessary for obtaining additional information relevant to the investigation. •The Hotline Review Committee is authorized to determine the distribution or release of any incident reports, associated reports, working papers, other documents and correspondence associated thereto, in accordance with the California Public Records Act and other applicable law. •The City Council may, at their discretion, authorize the release of information relative to substantiated incident reports. 131.Custody of Investigation Documents The City Auditor shall maintain custody of incident reports, associated reports, working papers, emails, and all other pertinent information regarding any investigations of incident reports. Other parties involved in the investigation shall also retain their own documentation. All such documents shall be retained and or disposed of in accordance with applicable document retention policies of the City. 142.Public Requests for Information Regarding All Incident Reports All requests for information concerning any incident report shall be directed to the City Auditor for a response. The City Auditor, with the guidance of the Hotline Review Committee, shall respond to such requests as permissible and in accordance with applicable state law and City policy, rules and regulations. Departments shall notify the City Auditor of any Public Records Act or other requests for information or documents regarding incident reports received through the City Auditor or the hotline. 153.Filing of Malicious Complaints The City will not tolerate malicious complaints. The processing of a complaint/concern requires staff time and attention regardless of its appropriateness. Complaints/concerns will not be considered malicious merely because they are determined to be unsubstantiated. A malicious complaint/concern is one that is made in bad faith or with knowledge that the complaint entirely lacks any factual basis. Attachment A Malicious complaints may result in disciplinary action in accordance with applicable City policies and procedures, up to and including termination from employment. 16. Advertising the Hotline The Office of the City Auditor will periodically communicate to City staff information regarding the hotline. The communication may be in the form of printed materials, including posters, flyers, and/or wallet cards, or via a citywide email to employees. The Office of the City Auditor should educate employees regarding the types of issues that are appropriate for the hotline and those that should be addressed in another manner, such as through the Human Resources Department. Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 1 of 7 City Employee Fraud, Waste, and Abuse Hotline Administration Policy Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 2 of 7 Table of Contents 1. Objective ......................................................................................................................... 3 2. Structure ......................................................................................................................... 3 3. Hotline Review Committee ............................................................................................. 3 4. Case Management .......................................................................................................... 3 5. Case Dissemination ......................................................................................................... 4 6. Escalation ........................................................................................................................ 5 7. Reporting......................................................................................................................... 5 8. Prohibition Against Retaliation ....................................................................................... 5 9. Terms and Definitions ..................................................................................................... 5 10. Security of Incident Reports and Associated Reports, Working Papers, and Other Related Documents .......................................................................................................................... 6 11. Custody of Investigation Documents ................................................................... 6 12. Public Requests for Information Regarding All Incident Reports ............................. 6 13. Filing of Malicious Complaints ............................................................................ 7 Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 3 of 7 1. Objective The primary objective of the City of Palo Alto Fraud, Waste, or Abuse Hotline (“Hotline”) is to provide an anonymous mechanism for employees to report fraud, waste, or abuse by City employees. City employees who have specific information that other City employees have engaged in fraud, waste, or abuse are encouraged to report such information through the normal chain of command which includes their immediate supervisor, manager, department head, Human Resources, and the City Manager’s Office (CMO). However, there may be certain circumstances where an employee believes it is necessary to remain anonymous. The Hotline provides an anonymous method of reporting such incidents over the phone to a third-party interviewer or via an anonymous web form. The City believes that anonymity is a last resort and should only be used after other reporting methods have been attempted or when the employee has a reasonable good faith belief that it is necessary. All reports made regarding fraud, waste, or abuse should be made seriously and with due professional care. 2. Structure The Hotline is hosted by an independent, third-party provider (vendor) contracted by the City. The vendor provides the option for callers to provide information over the Hotline anonymously. The vendor issues an Incident Report for each call and submits the Incident Reports for review and referral. The vendor provides offsite hotline coverage 24/7/365 and live interviewers who obtain the information deemed necessary to verify and process the complaints. This information is then transcribed into an Incident Report, housed in a case management system. 3. Hotline Review Committee The Hotline Review Committee (“Committee”) is composed of the following members or their designees: the City Auditor, the City Manager, and the City Attorney. The Committee meets as needed to review all activity related to the Hotline. The objectives of the Committee are to review all Incident Reports, determine whether an Incident Report should be investigated, assign Incident Reports to the appropriate department or unit for investigation, ensure that Incident Reports that are assigned for investigation are adequately investigated, and address any trends in activity or weaknesses in City policies requiring corrective action to be taken. Duplicate reports or reports that do not suggest fraud, waste, or abuse may be closed without further investigation. 4. Case Management The online case management system allows for all Hotline reports to be recorded, updated and tracked in one centralized system to ensure that all reports are addressed appropriately and that the outcomes are consistent. All Incident Reports are maintained in the secured case management system and are periodically updated with the status of the investigation by the specified department case management users and the OCA. Case management users include staff of the OCA who act as administrators of the case management system, and one or more members of management from each department who will Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 4 of 7 be assigned to respond to incidents within their departments. User access is limited to cases assigned to them. Additionally, the CMO will be provided certain administrative functions in the case management system in order to create a check-and-balances system to ensure that the OCA is not investigating reports that could be a conflict of interest for OCA employees. 5. Case Dissemination After a call has been entered as an Incident Report and logged into the case management system by the vendor, the report is sent electronically to the appropriate contacts at the OCA for preliminary review within 24 hours. The OCA will triage the report to determine if immediate action may be necessary. If immediate action appears necessary, the OCA will contact the Hotline Review Committee who will decide whether to initiate an investigation. Incident Reports requiring immediate action include those involving possible fraud, waste, or abuse by City executives, or other incidents based on the judgment of the Hotline Review Committee. All other cases will be referred to the Hotline Review Committee in their scheduled meetings. If an Incident Report involves one or more members of the Hotline Review Committee, those individuals shall be excluded from any decisions or activities related to the review and/or investigation of that Incident Report. If this occurs, a Senior Performance Auditor, Assistant City Manager, and/or Senior Assistant City Attorney, if needed, will act as members of the Hotline Review Committee to ensure there are a minimum of two officials providing oversight of the review and investigation of the Incident Report. Because the members of the Hotline Review Committee are appointed by the City Council, the Hotline will not accept incidents involving members of the City Council. Employees reporting these types of complaints will be referred to the California Fair Political Practices Commission, the District Attorney’s Office, or other appropriate outside agency, depending upon the nature of the complaint. Each department will have one or more dedicated contacts who will receive the Incident Report from the Hotline Review Committee, disseminate it to the appropriate staff within their department, and access the Report in the case management system to either assign it to another user in their department to manage the case or make updates as to the case disposition themselves. The dedicated department contact will complete the preliminary case closure before the Hotline Review Committee reviews and formally closes an Incident Report. As the Hotline Administrator, the OCA will be responsible for: Monitoring of all Incident Reports referred to other departments or units for investigation, and their outcomes, Conducting an independent investigation of reported incidents when appropriate, Monitoring the timeliness of department responses based on timeframes established by the Hotline Review Committee, and Closing Incident Reports after the final review of the Hotline Review Committee. Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 5 of 7 6. Escalation An incident is designated for escalation if there is an imminent or significant threat of actual harm to employees, customers, or operations. When a report is designated for escalation by the vendor, they shall immediately call the appropriate designated contact(s) provided by the City. Escalation contacts include the members of the Hotline Review Committee and their designees. 7. Reporting The case management system allows for customized reporting of incidents reported to the Hotline. Users may sort information and run reports on cases assigned to them, and administrators may create reports on case dispositions, status, corrective action taken, and other trends. The OCA will provide a quarterly summary report of complaints received by the Hotline to the City Council as an Information Item. The form and content of the quarterly report shall be at the discretion of the City Auditor, will be presented to and reviewed by the Hotline Review Committee, and will generally include the following: The number of reports made to the Hotline, The general types of complaints received, Any trends in the types of complaints received, and Any corrective action taken by City management as a result of a complaint received. 8. Prohibition Against Retaliation No department or employee shall take any adverse action or retaliate against any employee for making a report to the Hotline (except as provided in “Filing of Malicious Complaints,” below). Additionally, no reprisal shall be taken against any employee who participates in any manner in the investigation and disposition of a Hotline Incident Report. This Prohibition Against Retaliation is a statement of City policy. It is not intended to and shall not create a private right of action enforceable in state or federal court on behalf of any person, against the City or any employee, for equitable relief or damages. 9. Terms and Definitions Under California law, the term, "fraud, waste, or abuse" means: Any activity by a local agency or employee that is undertaken in the performance of the employee's official duties, including activities deemed to be outside the scope of his or her employment, that: Is in violation of any local, state, or federal law or regulation relating to: o Corruption, o Malfeasance, o Bribery, o Theft of government property, o Fraudulent claims, Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 6 of 7 o Fraud, o Coercion, o Conversion, o Malicious prosecution, o Misuse of government property, or o Willful omission to perform duty, Is economically wasteful, or Involves gross misconduct. 10. Security of Incident Reports and Associated Reports, Working Papers, and Other Related Documents Incident Reports, associated reports, working papers, and other documents referring to or describing Incident Reports, which are received either through the Hotline, by mail, or e-mail shall remain confidential to the extent allowed by law. Incident Reports and associated case numbers shall only be provided to individuals who are responsible and essential for conducting the investigation or reviewing of the Incident Report. These individuals are required to hold such information in confidence, to the extent allowed by law. The confidentiality of all Incident Reports, associated reports, working papers, and other documents shall be maintained at all times by the City Auditor and investigating/reviewing departments, who shall take such measures as they determine are reasonable and necessary to maintain the confidentiality of such information and documents, to the extent allowed by law. City Staff responsible for reviewing/investigating Incident Reports can make investigative disclosures of information contained in an Incident Report to the extent necessary for obtaining additional information relevant to the investigation. The Hotline Review Committee is authorized to determine the distribution or release of any Incident Reports, associated reports, working papers, other documents and correspondence associated thereto, in accordance with the California Public Records Act and other applicable law. The City Council may, at their discretion, authorize the release of information relative to substantiated incident reports. 11. Custody of Investigation Documents The City Auditor shall maintain custody of Incident Reports, associated reports, working papers, emails, and all other pertinent information regarding any investigations of Incident Reports. Other parties involved in the investigation shall also retain their own documentation. All such documents shall be retained and or disposed of in accordance with applicable document retention policies of the City. 12. Public Requests for Information Regarding All Incident Reports All requests for information concerning any Incident Report shall be directed to the City Auditor for a response. The City Auditor, with the guidance of the Hotline Review Committee, shall respond to such Attachment A CITY OF PALO ALTO Fraud, Waste, and Abuse Hotline Administration Policy Page 7 of 7 requests as permissible and in accordance with applicable state law and City policy, rules and regulations. Departments shall notify the City Auditor of any Public Records Act or other requests for information or documents regarding Incident Reports received through the City Auditor or the Hotline. 13. Filing of Malicious Complaints The City will not tolerate malicious complaints. The processing of a complaint/concern requires staff time and attention regardless of its appropriateness. Complaints/concerns will not be considered malicious merely because they are determined to be unsubstantiated. A malicious complaint/concern is one that is made in bad faith or with knowledge that the complaint entirely lacks any factual basis. Malicious complaints may result in disciplinary action in accordance with applicable City policies and procedures, up to and including termination from employment. Attachment A POLICY AND SERVICES COMMITTEE TRANSCRIPT Page 1 of 18 Special Meeting Tuesday, March 28, 2017 Chairperson Wolbach called the meeting to order at 6:05 P.M. in the Community Meeting Room, 250 Hamilton Avenue, Palo Alto, California. Present: DuBois, Kniss arrived at 6:09 P.M., Kou, Wolbach (Chair) Absent: Oral Communications Chair Wolbach: Ok, so for Oral Communications, do we have any speakers? It looks like not. Agenda Items 1.Discussion of the Fraud, Waste, and Abuse Hotline. Chair Wolbach: Should we move on to our one and only action item of the day which is a discussion of the fraud, waste, and abuse hotline. Harriet, do you want to start us off? Harriet Richardson, City Auditor: Sure. Good evening Mr. Chair and Members of the Committee. Harriet Richardson, City Auditor. I’m here to discuss the fraud, waste, and abuse hotline protocols. You have in front of you a copy of the current protocols and a copy of the proposed changes in track changes. Then an At Places memo to change one title of – the title of Section 9 from discipline to corrective action. We changed the language in the paragraph but then we didn’t change the title, so that’s everything you have in front of you. Plus, the PowerPoint that I’ll be going through. I went through the protocols. I made some edits and I coordinated with the City Attorney’s office and the City Manager’s office on these changes. I think we are in good shape for the direction we’re headed with them. For a little bit of background, the Council adopted the current Hotline Administration Policy along with the permanent hotline project in May 2013, after a 10-month pilot period. We have a third-party vendor that we contract with, that administers our hotline; [NAVEX Global]. It’s available to employees only. External parties can’t use it and it’s available 24-hours a day, 7-days a week, 365-days a year. The original pilot program was based on an audit that was done by one of my predecessors back in 2008, on City of Palo Alto Employee Ethic Policies. That resulted in both the hotline pilot project and subsequently, the permanent placement of the hotline. Also, the City Attachment B TRANSCRIPT Page 2 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 manager’s office developed an Employee Ethics policy, which all employees got training on last year. When callers want – when someone wants to make a call to the hotline, they have the option of calling in anonymously or they can provide their name. Most people do prefer to call in anonymously but we have had some people provide their name. When a call comes in, it goes to the third-party administrator. Then they take the information about the call from the employee and what their complaint is. They try to get as much information about the issue as they can and then it goes into a case management system. Then we get an email letting us know that there’s a new case. Then we can log into the system and look at the case. We have a Hotline Review Committee, which consists of me, the City manager and the City attorney. The three of us get together when a new case comes in. We look at the case and decide – first of all, does it meet the—does the description fall under the definition of fraud, waste and abuse. If it does, is there enough information to investigate it and then we would make a decision to investigate. If it doesn’t fall within the – oh, here’s Liz. I’ll wait a second before I continue. If it doesn’t fall within the definition of fraud, waste and abuse, we would decide either that – to send a response that it doesn’t fit within the protocols of the hotline or we might refer it out to a department for review and action, which we have done in some cases. We don’t ask for a response back in those cases, but if it’s investigated, then we would go through the process of investigating and reporting whether the outcome was either substantiated or not substantiated. Since the hotline’s inception in 2012, there’ve been 34 calls received. Six of those where received during the pilot period. One of the primary reasons we wanted to propose some changes is, the main reason is that there’s been a lack of clarity among employees about what the purpose of the hotline is. So, the majority of the calls that we receive don’t actually relate to fraud, waste or abuse. A lot of them are just general disagreement with a management decision or something that we might classify as a personnel issue or they just don’t fit within the definition of fraud, waste and abuse. Several of those 34 calls that we received were actually multiple versions of single issues so we received 11 calls regarding one issue and 2 calls regarding another issue. That narrowed it down to 23 actual issues. Fourteen of those where investigated but only 2 of those where substantiated. The other reason that we wanted to revisit the protocols is that we had previously – when we had something that we wanted to have investigated, we would send it out to the departments and say please look into this and send us back the outcome. We would give them access to the case management system just for that case but what they were doing is they put information in – not substantiated, closed and we didn’t get enough information to really know what they had done to investigate the case and whether if it really should have been closed. My office is responsible for reporting on the outcomes of the cases and I wasn’t feeling comfortable that I could report and support Attachment B TRANSCRIPT Page 3 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 that it really should have been closed. Moving forward, that’s one of things that I’m addressing in some of the changes. Before we decided – before I decided what to look at actually changing, I did a survey of other jurisdictions around the country and actually, Canada too, about how they use hot – their hotlines. It is common of the hotlines to be placed in the auditor’s office. I actually received quite a bit – a few responses. Thirty-nine jurisdictions responded and from those I was able to identify a lot of common themes about what they do to inform employees about their hotline. Actually, 35 of those 39 jurisdictions allow calls from outside their employee base also, so residents can call in, contractors can call in. They – most of the jurisdictions have expanded it beyond just employees. One of the things that I identified was that most of them do some sort of education of their employees to inform them what the hotline is and how to use it. The most common things are that they provide information at their new employee orientations. Several of them create posters that they hang around facilities that have information about what fits with in the hotline and they update those posters at least annually. just to kind of refresh employees view of what they are seeing and just a little reminder. Some of them create and distribute brochures or little wallet cards. This is an example of a little wallet card that you might see some jurisdictions prepare. Then some of them put information on employee pay stubs. Just a little notice on there about what the hotline is and call if they see fraud, waste or abuse. They might do that generally two times a year. Some jurisdictions actually have a mandatory annual training or presentation that they do. Some do online training where they have a training video that people can log into their system and then they can actually see that and they are required to look at that periodically so that they can be refreshed about what the fraud, waste and abuse hotline is. Other jurisdictions provide information in all-employee emails and several jurisdictions have dedicated internet or intranet pages. Some of the common things I saw when actually looking at those are sections with frequently asked questions so that employees can go in and see what’s the definition of fraud, waste and abuse. What types of things do we investigate? What types of things don’t we investigate? How do we handle a complaint once we receive it? A lot of common information that people would have questions about to help them understand what the purpose of the hotline is and what happens to their complaint once it’s received. [Video recording ended] Ms. Richardson: [Video picked up mid-sentence] … City Manager and the Principle Senior Attorney. It seems like it made more sense to have a higher level of official like that rather than a senior performance auditor. If the – particularly, if the reason that we would be substituting, would be that the complaint would be against CAO. I felt like that made more sense to update Attachment B TRANSCRIPT Page 4 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 that. Then we also -- as I mentioned earlier, where we had issues with not being able to really tell what was happening with cases if – when we gave access to the case management system – limited access to the case management system so that they would submit the report to us, which the protocols already called for but it wasn’t happening. Instead of giving direct access, we’d say that we want you to investigate this. Give us the report and then we can review the report and make a decision as the Hotline Review Committee about the outcome of it. In Section 6, that’s a new paragraph about coordinating with Human Resources so we added that whole section so that when – there’s always been somewhat of a question about what’s a personnel issue? I think that we have an opportunity to really sit down and define what’s fraud, waste and abuse. We put some high-level words in the protocols but we really don’t have definition around those or examples and I think coordinating with Human Resources about what’s appropriate for HR review versus what’s appropriate for fraud, waste and abuse. That can help us with actually managing what HR does and what we do through the hotline. In Section 9, we added a paragraph about corrective action. This is the one that you have the At Places memo for. The title says discipline but we changed it to corrective action and just indicating that there may be some sort of corrective action taken if a case is substantiated. Then we also added a new section, Section 16 about advertising the hotline. I think that is one of the key things for helping us get the right kinds of calls and helping employees understand that the hotline is there when it should be used and what’s appropriate to go through another avenue. Some of the things that I think would be help – would be really helpful -- I think that we have right now, we have the perfect opportunity to improve the hotline because Human Resources is currently beta testing an advice line for employees where employees can call in and get advice through Human Resources for certain issues and I think it’s the opportunity for us to say, this is the type of thing that goes through the hotline. This is the type of thing that goes through the advice line. They can always call the advice line and if it’s something they would say is fraud, waste and abuse, we can refer it back to – they can refer it back to the hotline. If it’s something that comes through the hotline, then we have the opportunity to say, you can – this isn’t a hotline issue but you can go to the HR advice line and get some question answered. I really think the timing is good right now to be able to start working on that. I also think having some advertising materials, again, that would say, this is what the hotlines for. This is what the advice line is for and that would really help employees understand the purpose of both and help us get hotline appropriate cases into the hotline. Personal management types of cases into the advice line. Then, as I said, we can just refer people to the advice line as appropriate when needed. Just a couple of key conclusions. Through my research, one of things that I’ve really seen is that education is the key to a successful hotline. I don’t think you can ever expect – I don’t know that you Attachment B TRANSCRIPT Page 5 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 really want to generate a lot of calls. You want to think of it as sort of insurance, an extra line of defense again fraud, waste and abuse so that it’s there if people see it and you want to encourage them to report when they see something. You also don’t want to encourage them – you want to discourage them from using the hotline as a gripe line, which is somewhat what it has become. That addresses all of the things I had. What I am asking for tonight is just some direction about whether or not you want us to do some advertising and if so, some direction about what that would be. Then the motion to forward this to the full Council for approval. I can take any question that you have. Chair Wolbach: Liz, you have a question? (Inaudible) Vice Mayor Kniss: Harriet, this has existed now for not that long of time. Is there something in here about what it’s costing us or am I just not seeing it? Ms. Richardson: I didn’t put the cost in there. We actually just – I negotiated the cost down because we pay a per employee fee and it was running about $3,000 a year and I don’t know where that originally… Vice Mayor Kniss: $3,000 an employee? Ms. Richardson: No, $3,000 total but it’s based on a per employee number and so we recently got the bill for the next year and I saw the number on there and said I don’t know where this employee count came from but it was way overstated by a few hundred. I worked with them and got the countdown so it was about – I want to say it was about $1,200 for this past year but we lowered the price quite a bit by correcting the employee count. That’s typical – the typical way those hotlines service agencies contract – is that it’s a per employee charge. Vice Mayor Kniss: Why didn’t you – this was a controversial program to start with. I have a feeling that it’s one of those that once you start it, you could never stop it because who’s going to say that we want to stop the fraud, waste, and abuse hotline. I do remember that there was a good deal of discussion about our – at the beginning. You had some background on some of the other cities. Do most of the cities in our county have this hotline? Ms. Richardson: No, I did not find a lot – I believe San Jose has one but it’s not run through the auditor’s office. I think it’s run through their city administrator. I believe Santa Clara County may have one but most of the cities in our little area don’t have one. San Francisco has one, Oakland has one, Sacramento has one, Long Beach, Los Angeles, San Diego… Attachment B TRANSCRIPT Page 6 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Vice Mayor Kniss: The big Cities, yeah. Ms. Richardson: Yeah. Vice Mayor Kniss: Yeah. Do you think it’s a value for a small city like us? Ms. Richardson: Well, we did have (inaudible) (crosstalk) Vice Mayor Kniss: You can (inaudible) your answer here, Harriet. Ms. Richardson: We do – we did have one – so back around… Vice Mayor Kniss: The headlines today said that you got rid of an employee because of the hotline. Ms. Richardson: That’s right. Vice Mayor Kniss: That was interesting. Ms. Richardson: I was asked several months ago to do a presentation about – to a department about what our office does. I did that presentation and I mentioned the hotline. It was very shortly after that, that complaint came in and it came in from that particular department and that’s the where the employee ended up resigning. I think that – to me, that just says that if you explain what it really is, you’ll get the right kind of calls. Vice Mayor Kniss: You’re answer is hedged a bit, right? Ms. Richardson: Yes. Vice Mayor Kniss: Ok. If I were to say – if I were to be explaining it to someone else, I would say well, even though most small cities don’t have this. We felt it was critical in our City to have this because… Ms. Richardson: I think you – like I said, I think you think about it as an insurance policy. Some people aren’t comfortable reporting through their management or they’ve reported to their management and then haven’t seen something happen. They want that extra piece of assurance that I can go somewhere and report. The Ethics Policy does recommend going through the chain. Report through your supervisor/manager whenever you can but the hotline is there for people who feel that they need to be – report anonymously or feel like that they don’t necessarily want to report anonymously but really feel its fraud, waste, and abuse and it needs to go through the hotline. I -- Attachment B TRANSCRIPT Page 7 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Vice Mayor Kniss: Through the Chair, could I ask a question of the City Manager? City Manager, I’d be interested in your assessment of this. It’s not a great deal of money but it is at the same time – I think it’s always been a spirited discussion as to whether or not it really adds value in the City. James Keene, City Manager: I would continue to be more on the -- as much on the half empty side as the half full side. Except for the fact that I think that the review that Harriet has done has been practical and well intentioned about how can we focus the effectiveness of the hotline better. A lot of things that have happened were things I predicted and I don’t mean it in that way but the fact that we could get a lot of calls that were not relevant to the hotline. We got two substantiated calls out of ultimately 34 so that’s about 6 percent. I agree with Harriet however, that say the one call that we got that clearly indicated a conflict that we were able to then deal with immediately, came in through – and so I think our focus on insurance is a good way to think about it. That being said and I want to come back to the positive aspects of the recommendations here. There is more than a cost of the direct cost administering the hotline. There is the cost of responding, of investigating, of investigating people who are wrongly accused by an anonymous complaint. That’s a cost if you think about it yourself. We can even look through history of examples of societies where anonymous complaints had been able to put innocent people under a lot of stress. What I think though, what Harriet has tried to do here is really working with (inaudible) in HR as to start to really draw a clear line both to education and the focus of her work with the Committee and others to sort of – let's reduce false alarms really. Sort of like our Fire Department, we probably spend a lot of (inaudible), a lot of our money running on false alarms rather than real fires. What you always want to do it try and get those down and that’s what she’s tried to do here with both the focus, the education effort and the ability to steer things more to HR when they need to be there. If we were just staying on the same track, I would be more concerned about where we are going. I think Harriet has exactly the right idea in saying that there will be some situations – they should be small. I thought the Sacramento things was interesting. It was sort of like we really reduced our – increased our calls a lot but they really didn’t have real change in how many of them were substantive so you kind of go gosh, is more volume what we’re really after, no. What we want is the quality so to speak, not the quantity. The quality of the calls to be things that we would not get otherwise. That’s really what I think the insurance is. I’ve come around to the fact that carefully managed as it is, I think – well, I think in practice, Harriet has tried to very carefully manage it. I think this is designed to clarify more of our intent and how we kind of move forward. I do think that we’ll be able to reduce false alarms. Attachment B TRANSCRIPT Page 8 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Hopefully, these guys working together, we steer even more people also through the advice line and other things. I think (inaudible). Vice Mayor Kniss: Jim speaks of an inherent cost in addition to your $1,200. There are also unintended consequence expenses as, which aren’t woven into this. I think maybe the thing that would bother me the most is that an anonymous caller can call and say, I don’t like Renee’s outfit today or something very trivial or I don’t like the way they are talking to me. That’s the kind of things I am worried about with this in that it’s so easy to call. I hear what you are saying. I hope it continues along that same pathway and if you advertise, are you talking about internal advertising or are you talking about something that we’re going to spend money on? Ms. Richardson: It would be internal. I – we would have to spend some sort of money probably for printing some documents and I think updating the website. Having information both on the City auditor website, where we currently have some information…(crosstalk) Mr. Keene: Fraud, waste, and abuse hotline? Mr. Richardson: … and on the HR website, it can link them both to a common place. I think that would be helpful. Just – I think just – updating the website is not a big expense compared to some things that other people do. Vice Mayor Kniss: Well, as I said… Mr. Keene: Can I make a comment? Vice Mayor Kniss: …there’s no way we are going to drop this because once you get started, you don’t stop. It’s like many of the other programs that we have started. It’s virtually… Mr. Keene: If I could just … Vice Mayor Kniss: … impossible to stop. Mr. Keene: …follow up with what Harriet was saying. I think really this – the focus she wants to put on education, which isn’t just like come one, come all. It to try to distinguish what this is for and our ability to generate feedback loops to the organization about that this was not a fraud, waste, and abuse call. Don’t misuse the line and this was worthwhile. I think that will – I think that’s designed to really improve the clarity and the effectiveness. The truth is that it may be actually that we get a few more Attachment B TRANSCRIPT Page 9 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 critical calls, as people start to understand what’s – wow, this is what this...(crosstalk) Vice Mayor Kniss: What works. Mr. Keene: …is really for versus some other stuff. I’m sure some other people can pick up the (inaudible) for all (inaudible) Vice Mayor Kniss: I appreciate having – that’s more of a – I think an overarching, almost philosophical discussion than what we are talking about tonight, which is a pretty straight forward kind of motion. I appreciate getting that background on it because it certainly has gone like this for several years. Ok, thanks. Chair Wolbach: Tom. Council Member DuBois: Thanks for the report. I appreciate the work. I appreciate the comparison with the other jurisdictions. I think explaining what it’s for during employee orientation makes a ton of sense. I’m curious to hear a little bit more about the advice line and how that will be pitched in terms of these HR issues that have been coming in on the abuse line. Is the advice line for HR issues? Like management issues? Rumi Portillo, Human Resources Director and Chief People Officer: Rumi Portillo, Human Resources Director and Chief People Officer. Yes, the intent of the HR advice line is to really provide a one stop type of place for employees to call in for interpretations of their union contract. To talk about maybe some of the practices that they are having out in the departments and to know whether maybe a request that a management employee has made of them is an appropriate request. It’s also an advice line for managers to call in. We actually provide a lot of that consultation on a regular basis. We have – we are a very busy office. We have people in all the management and employees, but this would be one way to really have people feel – where the attempt is to have people feel more comfortable, regardless of their level in the organization to reach out and just – it’s the Kaiser nurse model. Council Member DuBois: But it’s not anonymous? Ms. Portillo: It is not. It gives the options to be anonymous or not anonymous. Attachment B TRANSCRIPT Page 10 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Council Member DuBois: Is there still a gray area where there’s gross misconduct by a manager with a lot of people reporting that? Is that an HR issue or is that a fraud abuse issue? Ms. Portillo: When it comes to personnel issues, the thing to remember is there are other avenues for employees to report so we have a Harassment Policy, we have a Hostile Work Place Policy. There are obligations from managers to report… Council Member DuBois: So, you guys feel like the lines clear? Ms. Portillo: It’s hard – there may be some situations that might be – I’m trying to think what types of things. What I would say is that as Harriet and I looked over the calls, what we found was they were duplicative. Even in the case where the employee who resigned and there was a very egregious situation there. That had also been reported in by an employee into HR in an anonymous way. Even that call was duplicative. It’s just that – I’m not saying definitively that there’s a bright line because very often in personnel issues, they can be messy and there are very few bright lines in our work. Council Member DuBois: Ok, that’s helpful. Again, I think duplicative can be good because it might indicate more of a problem if multiple people are reporting the same issue. Mr. Keene: Can I just say that she was saying something different though. I mean (inaudible), that same caller called into both… Council Member DuBois: Both places. Mr. Keene: …HR so both of those factors. Council Member DuBois: I do like the idea of insurance and $3,000 seems like we are wasting time talking about it. I do think again, you guys (inaudible) things of kind of officiant management of kind of a low volume kind of thing and I like the updates to the document. Annual training was mentioned in here and I guess that would be part of other training that are already in place? I mean, I wouldn’t want to see an additional mandatory training just of the hotline. Ms. Portillo: In terms of the hotline roll out, that had already been conducted; we did fold it into our ethics training. We had ethics training and so 850 of our employees did hear firsthand about the ethics hotline and the intent and to call but as far as an ongoing basis, we have a great opportunity with [NEO]. Then we will have other training that we would do. Attachment B TRANSCRIPT Page 11 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Council Member DuBois: (Inaudible)(crosstalk) Ms. Portillo: I think we would fold it in, right. Yeah, it’s so hard to pull people offline for training. Council Member DuBois: I had two questions, so other cities expanded to residents and contractors. Where do people go if there is an issue – if a contractor sees an issue, where can they go? We’re saying that they can’t use this line. Ms. Richardson: It’s not designed for – the line currently is designed only for internal use. I would assume that they could go to the City Manager’s office. Mr. Keene: I mean, lots of ways. Sometimes they go to City Council Members. There are a lot – as far as like (inaudible)(crosstalk). Council Member DuBois: I’m thinking more about contractors as we outsource or we use contractors more. Mr. Keene: I don’t know… Chair Wolbach: If I might jump in there. I guess maybe the question is have we considered expanding it to include – make it available to contractors and is that something that we would want to do? I think – is that kind of the gist of the question? Council Member DuBois: Yeah and if not, where do they go? Mr. Keene: So, I mean, I think there’s a couple – part of the issue is in any situation, what – who’s the right person to call but then the other side of it is, how does somebody know who the right person to call, is what the issue is. For example, on many contractors – particularly, like construction or other contractors, these folks have licenses. The licenses identify the rule pretty much there about how to report issues related to a contractor. That still doesn’t mean that the public would understand that avenue. We certainly don’t have one sort of location that would say almost any sort of contract issue, here’s how you call. I’m sure the City attorney gets them. I’m sure the Police Department gets calls. We do a whole bunch of them, they are coming in. I think the larger questions, is there anything that Harriet could ultimately learn from those folks in more detail about their focus (inaudible) of stuff. How different is that from folks who don’t have that approach? I just don’t know what the ROI would be on that. Attachment B TRANSCRIPT Page 12 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Ms. Richardson: Right and most of the jurisdictions that responded is that they do accept calls from outside parties. They don’t track where the call is coming from so they don’t generally track it by if it’s an employee call versus someone else. Council Member DuBois: Yeah. Ms. Richardson: We did receive one – it didn’t come through the case management system, it came just via an email. Where a resident reported something but it – because it was coming from a resident, I didn’t accept it as a hotline call and I turned it over to the City Manager’s office. That was more than a year ago. Council Member DuBois: Also, a question about filing malicious complaints. It says we won’t tolerate it but if it’s all anonymous – I mean, it’s just… Ms. Richardson: Right, it – you -- it’s hard to enforce that because we don’t know who’s calling. Council Member DuBois: Ok. The other question I had – the last question I think was that I understand the change under Number 1 that directly relates to the City of Palo Alto. When you explained it, that made more sense. When I first read it, I was like well, what if the City employee is engaged in fraud that relates to the State of California. Are we saying that that’s not appropriate? Ms. Richardson: They can – well, if it’s fraud – if it’s a City employee, they can still – someone can still call it into us but there’s also a State auditor also that has a hotline. Council Member DuBois: I guess the question was really, do we want reports of employees committing fraud if it doesn’t relate to the City of Palo Alto? That’s the way I read it at first, was that we only care about – yeah. Ok, if it’s alright, I guess – I know you guys probably want to speak but I’d go ahead and make the motion to approve the Staff motion to accept these changes. Vice Mayor Kniss: Go for it and I’ll second it. MOTION: Council Member DuBois moved, seconded by Vice Mayor Kniss to recommend the City Council to review and accept the: 1. Proposed changes to the City Employee Fraud, Waste and Abuse Hotline Administration Policy; and Attachment B TRANSCRIPT Page 13 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 2. Provide direction to the City Auditor regarding methods for advertising the hotline to City employees, including providing information regarding what is an appropriate use of the hotline and the type of questions or concerns that should be addressed through another means. Council Member DuBois: I did. Vice Mayor Kniss: Done. Chair Wolbach: Do you want to speak to your Motion? Council Member DuBois: No. If Lydia wants to comment but I think … Chair Wolbach: I’m going to have a couple comments as well but Liz, do you want to speak to your second? Vice Mayor Kniss: I think only to say that I think the discussion we had earlier tonight is one that we should keep in mind. Also, be really aware of anonymous issues because they can cloud the situation pretty quickly. Ms. Richardson: I think we’ve done a good job recently, as those are coming in and really saying, this isn’t a fraud, waste, and abuse and we’ve just started responding to them that it’s not – we used to just automatically respond, we’ll look into it and we’re not doing that anymore. We’re – now we’re looking at it and saying, is it fraud, waste, and abuse and we’re responding appropriately based on the content of the complaint. So, our initial contact back is to let them know either we’re going to look at it or we’re not. Vice Mayor Kniss: Ok, good. Good straightforward way to handle it. Good. Thanks. Chair Wolbach: Lydia. Council Member Kou: Thank you for looking at all this and kind of evaluating the whole program and kind of getting it more focused and directed at what you want the outcome to be. I feel very confident that you will have this – the desired results that we’re looking for. I look forward – I guess at some point, there is going to be another update on how this is progressing and I look forward to that. Attachment B TRANSCRIPT Page 14 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Chair Wolbach: Just a couple of questions. I – I’m not sure we want to propose a change at this time but I think that this question of whether – at least city contractors should be able to utilize our hotline. I mean, I kind of lean towards thinking that that might be a good idea as an explanation of the program. I’m less enthused about having it open to the entire public. I guess I might be persuadable on that. It doesn’t sound like there’s a lot of effort towards that. I’m not sure if Staff has any thoughts about whether that’s something – at least expanding it to include contractor is something that we might consider for the future. If we wanted to consider that, what would we need to include in the motion? Is that something that you guys have – where do you think we should go with that? Vice Mayor Kniss: To jump on that though, how many are we discussing? How many contractors? Mr. Keene: Well, so -- I mean that gets kind of complicated. Let’s just take something like our solid waste contractors. That’s potentially everybody driving trucks around town or whatever, picking things up, right? I mean I think we would have to sort of look at that. We do get calls -- more often than not they are complaints or service calls. Whatever it was like I didn’t like how they did this or whatever, more than – it’s probably more often sort of waste or abuse. (Inaudible) they come so late or why are they making so much noise? Chair Wolbach: I was thinking more that if the contractor themselves… Council Member DuBois: I was thinking that way as well. Chair Wolbach: …observe something that they thought might rise to the level of fraud, waste or abuse. Either with the contract on their contract side or on the City side, that the contractor employees could utilize the hotline. That would expand the number of people using the hotline, that would increase the cost of the hotline because it’s on a per employee basis so I’m not proposing that we make that change tonight. My question is really, how can we have that conversation to just think about that in the future? Ms. Richardson: I think it’s a progressive thing. I think we do some changes now. Maybe we come back in a year and we say ok, we did these changes. Was it effective and then we decide whether or not to expand it because if all of sudden we started getting a lot of calls that were legitimate just from employees, then we would have to look at it from a resource perspective and say, can we handle more calls? Attachment B TRANSCRIPT Page 15 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Chair Wolbach: Ok, great. I don’t think that needs to be in Motion but that’s something that we can pick up in the future and think about but I’m glad that we broached that question. I think it’s an important question. Also, on the questions of contractors, because we’ve – if you look at the first paragraph in this idea of expanding it to include not -- the potential targets you could say, to include not just employees but potentially contractors. Just a wording thing, I hate to take the leads on this but do we want to add the words ‘or contractors’ in the start of – in the first line of paragraph 2. It would say, City employees who have specific information that other City employees or contractors have engaged… INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND THE SECONDER to include “or contractor” in Objective 1, Paragraph 2 of the Staff Report: “City employees who have specific information that other City employees or contractors, have engaged in fraud, waste, or abuse are encouraged to report such information through the normal chain of command, which includes their immediate supervisor, manager, department head, Human Resources, and the City Manager’s Office (CMO); or to the Office of the City Auditor.” Ms. Richardson: Yes, we can. Chair Wolbach: Do we want to add that in there? Ms. Richardson: Yes. Chair Wolbach: I don’t know if that needs to be in the Motion or you guys – it will be encompassed by the Motion. Ms. Richardson: I think it should be in the Motion to change it. Vice Mayor Kniss: I’m not comfortable with that as the secondary. I think we’re getting to a dicey area. Chair Wolbach: I’m not… Council Member DuBois: I’m comfortable with it. Chair Wolbach: You are so let me just clarify that that would merely align the second paragraph with the first paragraph. Ms. Richardson: It’s not to allow contractors to call in. It’s saying that if an employee obverse fraud, waste or abuse on behalf of a contractor doing business with the City. Attachment B TRANSCRIPT Page 16 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 Chair Wolbach: That was one of the changes you were trying to make. I just thought it was an oversight. (crosstalk) Vice Mayor Kniss: (Inaudible) talking about it the other way around. Chair Wolbach: Right. Vice Mayor Kniss: Ok, thanks. Chair Wolbach: Would you be ok with that? Vice Mayor Kniss: Yes, I am (crosstalk)(inaudible) what I thought it was initially. Chair Wolbach: Great, ok. Then – (inaudible) those questions and just a quick comment. I actually do think that these two hotlines are important and the process of studying how they can be more effective and be clearer. How we can educate employees to see where their concerns might be better addressed to the HR line, potentially as a confidential call as opposed to the fraud, waste, and abuse hotline; I think that’s important. I really appreciate the teamwork that’s happening here. Just as a philosophical question about good governance, I think it’s important that we do have those safety valves, right? When (inaudible) insurance policy or whatever metaphor you want to use, that when somebody does feel that they’ve observed something that makes them very uncomfortable but they are worried about going through the official chain of command for any reason, that they feel comfortable and confident that there is a place they can go. Not just going to an elected official or going to the press but some kind of shunted internal process where their concern will be heard and where they will not face retaliation. I think it’s a really important thing and I think it’s important for the City. I have heard from employees – not frequently but just that they maybe had a gripe about something or they had a concern about something and asked well, did you either go to HR or did you call the hotline and they said -- I heard a concern that people didn’t necessarily always feel comfortable using any of the avenues that they knew of without fear of retaliation. That they were – lacked the confidence that they could report on any mechanism and remain anonymous. That if they reported, they felt that it would be obvious who they were and then face retaliation. In that context, I do think that this is an important program. These two hotlines really, the HR one and the fraud, waste and abuse hotline and again, I appreciate the effort to improve them and improve education about them. Again, so that our employees do feel – if they have a concern, that it will be heard and it will be tackled in a way that preserves their confidentiality if that’s an issue. Sometimes, just Attachment B TRANSCRIPT Page 17 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 knowing that that option is there, makes people feel more comfortable and improves workplace morale. Even if they never use it, right? Just like having insurance for anything else. It gives you peace of mind and I think that that’s important in itself. (Inaudible) are you clear on the amendment that we’re making to add those two words ‘of contractors’ in that second line? Ok, any other comments? Alright, so all in favor of the motion? That passed unanimously. MOTION AS AMENDED PASSED: 4-0 Mr. Keene: Mr. Chairman, would you indulge me, the City Manager, for like three or four minutes? Just one last thing on this. Maybe I am going to tell you things that you already know but as we’ve often said, a hotline is an insurance, right? So, if you think of the insurance metaphor, it’s like ok, we all want to have health insurance in the event that our health fails or we have problems with our health. So, there’s another whole focus on being healthy in advance of insurance or anything so we also have health lines in our City. I’m just playing off of that in the sense of what is it that we do that sends positive messages? Creates a culture where people just naturally (inaudible) their valued or regardless of their position, equal and able to kind of communicate. I would just share NEO just as some symbol of what we have. Particularly, new Council Members so we have a very distinctive onboarding orientation process in our City. Every employee we bring on almost says that it is the best welcoming orientation process they’ve been in any job that they’ve had. It lasts two day, every employee starts on the same day. Their first day of work, regardless of their position so we don’t have people coming in one at a time. Every month, anybody new we hired and everybody goes through an orientation that takes them on a full tour of the City. They get a briefing by the historian, they are over at Stanford, they meet people in every area. They see the Baylands and the water treatment plant. They see neighborhoods, they go up to Foothills Park and we talk with a lot of them. They meet supervisors. The come in and meet the whole leadership team every Tuesday morning and everybody introduces themselves from the new inspector we have to the department head. At the end when we do the briefing, we ask people what it was like and they say gosh, I had no idea. I have heard Palo Alto was a neat City but when would I have even seen all of the diversity of the City. When would I know the history of the community? I have never felt so welcomed before and I like this sort of – I sort of play this back with them at times. They said yeah, most of the time I’ve usually shown up and they show me where my cubby was and my new job and said you know – I said yeah and then we basically did a briefing for you that it told your benefits and it told how you could sue us if you had a problem or a complaint and that was it. No, really, this is the point. There is a completely – human beings respond to incentives and Attachment B TRANSCRIPT Page 18 of 18 Special Policy & Services Committee Meeting Transcript: 3/28/17 positive things and really feeling included. To be honest with you, that’s what we’re putting 90 percent of our efforts in trying to do that and then having both insurance and the ability to be responsive to vary – either legitimate complaints or in the case of people needing training and learning; that’s what we are trying to do. Thank you for that indulgence. Council Member DuBois: Just one quick comment, sorry. Being at Google, they do similar things and this idea of physiological safety in the workplace is really important. I think you can pitch the fraud, abuse, waste line as part of that physiological safety. So, I think you can have a very positive spin for employees at orientation. Chair Wolbach: Lydia, do you have another comment on this one before we move on? Council Member Kou: Just how come the Council Members didn’t get that orientation? I mean…(crosstalk) Mr. Keene: We should do that. You know the problem – the one problem with NEO is that every employee who came on board before NEO complains about the fact that they have never had orientation. Attachment B City of Palo Alto (ID # 7989) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Contract Extension with Sandis Engineers for Final Design of Churchill Ave Corridor Project Title: Approval of Amendment Number Two to Professional Services Contract Number C14150008 With Sandis Civil Engineers Surveyors Planners for the Preparation of an Environmental Assessment and Final Plans, Specifications and Estimates for the Churchill Avenue Improvement Project to Extend the Contract Term Until June 30, 2018 at no Additional Cost to the City From: City Manager Lead Department: Planning and Community Environment Recommendation: Staff recommends that Council approve Amendment Two to Contract No. C14150008 with Sandis Civil Engineers Surveyors Planners (Amendment 2) to extend the term of the contract for the preparation of an environmental assessment and final plans, specifications and estimates for the Churchill Avenue Improvement Project through June 30, 2018, at no additional cost to the City. Background and Discussion In March 2014, Council awarded a one-year contract to Sandis Civil Engineers Surveyors Planners for design and environmental assessment of the Churchill Avenue Improvement Project (El Camino Real to Castilleja Avenue). The City Council Staff Report for the contract award is available here: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=39437. Significant work has occurred under this contract since March 2014, and City Council approved the Concept Plan on January 20, 2015. The City Council Staff Report for the concept plan adoption is available here: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=45463. In January 2015, Amendment One was executed, which extended the term of the contract until December 2015 City of Palo Alto Page 2 at no cost to the city. Due to challenges around right-of-way and/or easement acquisition, preparation of the final plans, specifications and estimates, as well as the environmental assessment, have been on hold since December 2015. During this period, staff has been negotiating an easement with the Palo Alto Unified School District. The current contract expired on December 30, 2015 and will need to be extended to June 30, 2018 in order to complete the environmental assessment and final plans, specifications and estimates for the Churchill Avenue Improvement Project. Policy Implications The approval of Amendment Two, extending the term of the contract through June 2018 is consistent with existing City policies, including the Council approved Bicycle + Pedestrian Transportation Plan goals and objectives. Resource Impact This is an extension of time only. No tasks are added to this contract. There are sufficient resources in CIPs PL-04010 and PL-14000 to fund this contract. There is no additional resource impact by extending the term of the contract through Amendment Two at no additional cost to the City. Timeline Staff anticipates that preparation of an environmental assessment and final plans, specifications and estimates for the Churchill Avenue Improvement Project will take approximately six months to complete. After the preparation of construction documents, Staff will release an Invitation for Bids (IFB) to solicit construction bids in late 2017. Construction is currently anticipated to begin in 2018. Environmental Review Approval of Amendment Two itself does not require review under the California Environmental Quality Act (CEQA) because it does not meet the definition of a “project” pursuant to California Public Resources Code Section 21065. The contract contemplates environmental review of those projects requiring review under CEQA. Attachments: Attachment A: C14150008 Contract Amendment No. 2 (PDF) Conflict of Interest Map - Churchill Ave Corridor Project (PDF) 1 of 1 Revision April 28, 2014 AMENDMENT NO. 2 TO CONTRACT NO. C14150008 BETWEEN THE CITY OF PALO ALTO AND SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS This Amendment No. 2 to Contract No. C14150008 (“Contract”) is entered into June 5, 2017, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS, a California corporation, located at 636 9th Street, Oakland, California, 94607, Telephone Number (510) 590- 3421 ("CONSULTANT"). R E C I T A L S A. The Contract was entered into between the parties for the provision of improvements for the Churchill Avenue Corridor, located in Palo Alto, California. B. CITY intends to extend the contract term C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2 of Contract C14150008 is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from the date of February 3, 2014 through June 30, 2018 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO SANDIS CIVIL ENGINEERS SURVEYORS PLANNERS Approve as to Form DocuSign Envelope ID: C7E2DE24-456D-4D3C-AB4F-634BD6A06776 Jeffrey M. Setera Vice President Certificate Of Completion Envelope Id: C7E2DE24456D4D3CAB4F634BD6A06776 Status: Completed Subject: Please DocuSign: C14150008 Amendment No 2.pdf Source Envelope: Document Pages: 1 Signatures: 1 Envelope Originator: Supplemental Document Pages: 0 Initials: 0 Christopher Anastole Certificate Pages: 5 AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Payments: 0 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 5/11/2017 3:18:29 PM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Jeffrey M. Setera jsetera@sandis.net Vice President Security Level: Email, Account Authentication (None)Using IP Address: 173.13.182.237 Sent: 5/11/2017 3:22:32 PM Resent: 5/12/2017 10:49:28 AM Resent: 5/17/2017 8:27:08 AM Viewed: 5/17/2017 12:13:56 PM Signed: 5/17/2017 12:14:35 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Robin Ellner robin.ellner@cityofpaloalto.org Admin Associate III City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 5/17/2017 12:14:37 PM Electronic Record and Signature Disclosure: Accepted: 2/11/2015 9:51:24 AM ID: efb775a7-f39e-4c9f-817a-5ec939666ecf Sherry Nikzat Sherry.Nikzat@CityofPaloAlto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 5/17/2017 12:14:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/17/2017 12:14:38 PM Certified Delivered Security Checked 5/17/2017 12:14:38 PM Signing Complete Security Checked 5/17/2017 12:14:38 PM Completed Security Checked 5/17/2017 12:14:38 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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City of Palo Alto (ID # 7869) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: NCPA Support Services Program Agreement Title: Adoption of a Resolution Approving the Support Services Program Agreement With the Northern California Power Agency, Identifying Designated Representatives and Authorizing Annual Not-To-Exceed Amounts of $250,000/$85,000 Under the Agreement for a Term of Ten Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council adopt a Resolution (Attachment A) to: 1) Approve and authorize the City Manager or his/her designee to execute the Support Services Program Agreement (SSPA) (Attachment B) between the Northern California Power Agency and the City of Palo Alto under which the City may utilize NCPA’s preapproved vendors and contracts for services; 2) Identify the City Manager and the City Attorney as the City’s Designated Representatives under the SSPA to execute Confirmations under the SSPA subject to the Authority Limits set forth in the Resolution. 3) Authorizes the City Manager and City Attorney as the City’s Designated Representatives to jointly execute any individual Confirmation for Support Services on behalf of the City: (a) without Council approval, provided the term of the Confirmation does not exceed three years and the total not-to-exceed amount with any individual vendor does not exceed $85,000 per year; or (b) with Council approval, provided the total not-to-exceed amount with any individual vendor does not exceed $250,000 per year, for the term set by Council. 4) Set a self-imposed term limit for the City’s participation in the Support Services Program of 10 years. In year eight (2025), staff will bring a recommendation to terminate or extend participation in this Program to Council and work with NCPA to implement Council’s action accordingly. City of Palo Alto Page 2 Executive Summary The City recognizes the potential for joint action purchasing to be a mechanism to improve efficiencies and/or gain better economies of scale and reduce operating expenses. Approval of the Support Services Program Agreement (“SSPA”) will allow the City of Palo Alto Utilities Department (“City”) to participate in the Northern California Power Agency (“NCPA”) Support Services Program (“Program”) and to have the potential benefit of utilizing various support services available and offered by NCPA through its multitude of preapproved vendors. Further, through an agreement between NCPA and the Southern California Public Power Authority (“SCPPA”) the City may also utilize SCPPA’s preapproved vendors. The City’s participation in the Program will be subject to controls as provided for in the proposed resolution and via Program guidelines to be developed and approved by the City Manager and/or his designee and the City Attorney’s Office. Discussion The City is a founding member of NCPA, a joint action agency providing members with opportunities for joint generation, transmission and other projects, as well as other supporting programs such as scheduling and dispatch services and legislative advocacy services to publicly owned utilities throughout Northern California. The City currently receives benefits from various services and programs offered by NCPA. NCPA is expanding service offerings to its members under the SSPA to provide additional economies of scale and savings through joint contracting among members. These support services may include, but are not limited to, joint purchasing, engineering services, transmission and distribution planning, power marketing and analysis, employee training, employment and human relations assistance, customer services and billing, metering and data management, power plant operations, and other forms of assistance and professional services relating to the operation of a publicly owned electric utility, as related to either the generation, transmission, or distribution of electricity or the wholesale or retail operation. Support services provided through the Program do not include the purchase of natural gas, energy and any other attributes of energy. Services under the SSPA are voluntary, and each member is able to select and pay for such support services as needed for their particular organization. The SSPA is a master agreement for services. If an individual NCPA member desires to receive services by piggybacking off of an existing NCPA vendor using the SSPA, then the individual member executes a “confirmation” under the SSPA for that particular service. Using the confirmation form, an NCPA member’s designated representative has the authority to commit NCPA members to individual service offerings as that NCPA member deems appropriate, provided such designated representatives have been delegated authority by their governing board or City Council to bind the City/member to contractually receive and pay for such elective services. This agreement is evergreen and it requires two years of advance written notice for termination. Individual NCPA City of Palo Alto Page 3 members are liable for individual confirmations. Signatories to the SSPA are exposed to a similar form of “step-up” liability risk as is incorporated into other NCPA Agreements. The majority of NCPA members have executed the SSPA. Several NCPA members have also executed Confirmations for individual services under the SSPA with amounts varying from $20,000 to $250,000. Staff has performed the due diligence to understand how participation in the Program will work with the City’s procurement process, ensure compliance with the Palo Alto Municipal Code (PAMC) procurement requirements and provide benefits to the City. Utilities staff envisions using the SSPA for mostly Professional Services or General Services as needed. The City does not anticipate using the SSPA for Purchase of Goods or Public Works1 related activities. Program Benefits The benefits of participating in the Program may be realized through one or both of the following: The City’s ability to utilize vendors preapproved by NCPA and SCPPA could reduce city’s staff and legal time spent in getting service providers onboard and thus expedites overall procurement process for critical electric utility projects. Use of SSPA by multiple NCPA members would be similar to cooperative purchasing. It could reduce procurement costs by aggregating demand and getting lower prices from service providers to multiple NCPA members. Adherence to City’s Purchasing Requirements To ensure that staff is carrying out purchasing activities under the Program in accordance with the City’s PAMC, staff will work with the City Attorney’s Office and Procurement Officer to develop a set of internal guidelines for consideration and approval by the City Manager. The guidelines will at minimum ensure compliance with section 2.30.360(k) of the municipal code, including: (1) use of a substantially similar procurement process by NCPA for any programs or services the City contemplates using under the SSPA; (2) that any NCPA contract for a program or service the City plans to use is consistent with PAMC requirements; and (3) the procurement officer makes the requisite determinations about the overall value of the NCPA program and/or service. Term for the Program Participation Like a number of other NCPA member agreements (e.g. Legislative & Regulatory Program Agreement) the SSPA does not have a pre-set term. Instead, it remains in effect until either NCPA or an NCPA Member terminates or an NCPA member may withdraw from the SSPA with two years of advance written notice. Staff proposes to set a self-imposed term of 10 years for City’s participation in the Program. This will ensure that Program’s effectiveness is evaluated 1 Public Works, Purchase of Goods, General Services and Professional Service are terms as defined in the PAMC Section 2.30 Contracts and Purchasing Procedures http://library.amlegal.com/nxt/gateway.dll/California/paloalto_ca/paloaltomunicipalcode?f=templates$fn=default.htm$3.0$vid=amlegal:paloalto_ ca City of Palo Alto Page 4 after sometime and there is a streamlining of the delegation authority amongst various programs. By year eight (2025), the staff will recommend that Council either terminate or extend participation in this Program, and work with NCPA accordingly to implement Council’s recommendation Resource Impact Execution of the SSPA will designate the City as a Program participant thus subjecting the City to potential NCPA costs associated with the administration of the Program. To date, NCPA has not allocated any administrative costs to the program. Depending on participation in the program going forward NCPA may assess program fees in the future. Should NCPA allocate administrative costs to Program participants, the City’s share of the administrative costs will be dependent on number of members participating in the Program. Utilities staff expect these costs to be covered under existing NCPA services budget. The City’s direct costs related to the SSPA and participation in the Program will be based on the City’s level of participation and use of the various services offered in each specific procurement activity or services provided by NCPA’s and/or SCPPA’s vendors. Expenditures under each individual service confirmation is limited to a not to exceed amount of $85,000 per Confirmation per year (up to 3 years) with City Manager’s (or his/her designee) signature authority and $250,000 per Confirmation per year with Council approval. Payment to NCPA’s vendors will be done through NCPA’s All Resource Bill. For FY 17, the City’s Electric Operating budget contains funds to cover the types of services the City may engage in under the SSPA. No additional funds are requested for FY 2017 for this purpose. For future years, participation in the Program and execution of Confirmations will be subject to the City’s budget approval requirements. Internal program guidelines will ensure a process for verifying the necessary appropriation of funds for such activity Policy Implications Staff plans to utilize the programs/services under the SSPA in a manner consistent with purchasing requirements set forth in the PAMC. Further, Participation in the Program is consistent with the Utilities Department’s Strategic Plan to manage cost. Environmental Review The Council’s adoption of the attached Resolution and the actions taken therein do not require review under the California Environmental Quality Act, because they do not meet the definition of a “project” set forth in Public Resources Code Section 21065. Individual confirmations and engagement of programs/services under the SSPA will be subject to environmental review, as appropriate. Attachments: Attachment A: Resolution to Approve the NCPA Support Services Agreement Attachment B: NCPA Support Services Program Agreement Attachment C: SSPA Monthly Status Report_2016_November ATTACHMENT A NOT YET APPROVED 170425 jb JM/UTL/RESO CPA and NCPA SSPA Resolution No. ___ Resolution of the Council of the City of Palo Alto Approving the Support Services Program Agreement with the Northern California Power Agency, Identifying Designated Representatives and Authorizing Annual Not-To-Exceed Amounts ($250,000/$85,000) under the Agreement for a Term of Ten Years R E C I T A L S A. The City of Palo Alto (City) is a member of the Northern California Power Agency (NCPA), a joint action agency providing members with opportunities for joint generating, transmission and other projects, as well as other supporting programs such as scheduling and dispatch services and legislative advocacy services to publicly owned utilities throughout Northern California. B. NCPA is expanding service offerings to its members by offering additional support services such as joint purchasing, engineering services, transmission and distribution planning, power marketing and analysis, employee training, employment and human relations assistance, customer services and billing, metering and data management, power plant operations, and other forms of assistance and professional services relating to the operation of a publicly owned electric utility, as related to either the generation, transmission, or distribution of electricity or the wholesale or retail operation of such a utility. C. Approval of the attached Support Services Program Agreement (“SSPA”) between the Northern California Power Agency (“NCPA”) and the City will provide the opportunity for the city to utilize the benefit of these new services. D. The SSPA provides that the City’s Designated Representatives are responsible for committing to individual service offerings on behalf of a member organization and that the governing board of said member delegate authority to bind the City/member to contractually receive and pay for service offerings in writing through a confirmation process. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Approve and authorize the City Manager or his/her designee to execute the Support Services Program Agreement (SSPA) (Attachment B) between the Northern California Power Agency and the City of Palo Alto under which the City may utilize NCPA’s preapproved vendors and contracts for services; SECTION 2. Identify the City Manager and the City Attorney as the City’s Designated Representatives under the SSPA to execute Confirmations under the SSPA subject to the Authority Limits set forth in the Resolution. ATTACHMENT A NOT YET APPROVED 170425 jb JM/UTL/RESO CPA and NCPA SSPA SECTION 3. Authorize the City Manager and City Attorney as the City’s Designated Representatives to jointly execute any individual Confirmation for Support Services on behalf of the City: (a) without Council approval, provided the term of the Confirmation does not exceed three years and the total not-to-exceed amount with any individual vendor does not exceed $85,000 per year; or (b) with Council approval, provided the total not-to-exceed amount with any individual vendor does not exceed $250,000 per year, for the term set by Council. SECTION 4. Set a self-imposed term limit for the City’s participation in the Support Services Program of 10 years. In year eight (2025), staff will bring a recommendation to terminate or extend participation in this Program to Council and work with NCPA to implement Council’s action accordingly. SECTION 5. The Council’s adoption of this Resolution and the actions taken herein do not require review under the California Environmental Quality Act because it does not meet the definition of “project” set forth in Public Resources Code Section 21065. Individual confirmations and engagement of programs/services under the SSPA will be subject to all necessary environmental review, as applicable. 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 Services 1 ES-AGY-2016-001 NORTHERN CALIFORNIA POWER AGENCY SUPPORT SERVICES PROGRAM AGREEMENT ATTACHMENT B 3 ES-AGY-2016-001 (3) Support Services does not include services provided by NCPA pursuant to third phase agreements relating to generation projects or other project agreements previously or subsequently entered into by NCPA and certain of its Members. (4) Support Services does not include any on-going services which are to be provided by NCPA to its Members through program agreements. For example, Support Services does not include any legislative and regulatory services provided through the Legislative and Regulatory Affairs Program Agreement. D. The Signatory Members desire that NCPA negotiate and enter into agreements with third parties to provide the Support Services for the benefit of Participating Members. This Agreement does not authorize NCPA to directly provide Support Services utilizing NCPA’s own staff, except in limited circumstances. Such direct provision of Support Services may be provided to one or more Members through either a Single Member Service Agreement or a Professional Services/Operating Agreement as deemed appropriate by NCPA. E. Each Support Service will be offered by NCPA to all the Signatory Members. Those Signatory Members wishing to accept the offer with respect to a particular Support Service will execute a written confirmation for that Support Service (a “Confirmation”) and thereby become a Participating Member with respect to such Support Service. The Participating Members executing a particular Confirmation will pay NCPA the cost of providing the Support Services offered by such Confirmation as detailed in the Confirmation including the cost of developing the Confirmation; Signatory Members not executing a particular Confirmation will have no obligation with respect to the Support Services provided pursuant to that Confirmation. F. Each Signatory Member, in executing this Agreement, will provide the identity of the Designated Representatives authorized to execute Confirmations on its behalf, and agrees that, subject to such not to exceed dollar limitations as are set forth in its signature page to this Agreement (as such limitations may be amended), any Confirmations executed by such Designated Representatives are binding upon the Signatory Member without further approval by the Signatory Member’s Governing Board. G. NCPA desires to provide, and the Signatory Members desire to secure, Support Services under this Agreement in a manner that balances their operational and economic interests and the interests of other NCPA Members with the ongoing financial viability and professional responsibilities of NCPA. Accordingly, Signatory Members desire to secure Support Services under this Agreement by accepting a limited insurance based recourse against NCPA, with the option of procuring additional insurance at Signatory Members’ sole expense, thereby ensuring that NCPA will substantially limit its risk for the provision of such Support Services which, in turn, allocates risks back to the Signatory Members in the event NCPA is not adequately insured. NOW, THEREFORE, the Parties agree as follows: 4 ES-AGY-2016-001 Section 1. Definitions and Interpretation. 1.1 Definitions. Whenever used in this Agreement (including in the preamble and recitals hereto), the following terms shall have the means ascribed to them in this section: “Agreement” means this NCPA Support Services Program Agreement, including all exhibits or schedules attached hereto, as the same may be amended from time to time in accordance with the terms and conditions hereof. “All Resources Bill” means the single, combined monthly invoice from NCPA to a Participating Member with respect to all NCPA programs and projects. “Annual Budget” means the budget for the Fiscal Year adopted by the Commission, as it may be amended from time to time. “Associate Member” means the Plumas-Sierra Rural Electric Cooperative, an associate member of NCPA. “Business Day” means any day except a Saturday, Sunday or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m., Pacific Time. “Commission” means the NCPA Commission. “Confirmation” has the meaning set forth in the recitals hereto. “Costs” means both (i) the cost billed to NCPA by a third party provider of Support Services, plus (ii) the direct or indirect costs incurred by NCPA in obtaining such Support Services from the third party provider, including development of the Confirmation, administration of any agreements with the third party provider and any over-head costs incurred. Overhead costs shall be determined by NCPA on a Confirmation –by- Confirmation basis. “Costs” shall also include any NCPA direct or indirect costs, including salary, incurred in those limited instances where NCPA directly provides the Support Services under a Confirmation. “Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder, and with respect to each Signatory Member, the California Government Code and other statutory provisions applicable to such Signatory Member and any applicable agreements, charters, contracts, or other documents concerning the formation, operation or decision making of such Signatory Member, including, if applicable, its City Charter, and any codes, ordinances, bylaws, and resolutions adopted by such Signatory Member’s Governing Body. “Defaulting Party” has the meaning set forth in Section 12.1. 5 ES-AGY-2016-001 “Designated Representatives” means, with respect to NCPA, both its General Manager, and its General Counsel, acting jointly, and with respect to each Signatory Member means both its Utility Director (or an employee or official other than the Utility Director designated by resolution of the Signatory Member’s Governing Board) and its City Attorney or General Counsel, acting jointly. “Effective Date” has the meaning set forth in the preamble hereof. “Electric System” means, with respect to each Signatory Member except the San Francisco Bay Area Rapid Transit District (“BART”), all properties and assets, real and personal, tangible and intangible, of the Signatory Member now or hereafter existing, used or pertaining to the generation for resale, transmission, transformation, distribution or sale of electric capacity and energy, or the utilization of such, including all additions, extensions, expansions, improvements and betterments thereto and equipment thereof; provided, however, that to the extent the Signatory Member is not the sole owner of an asset or property or to the extent that an asset or property is used in part for the above described purposes, only the Signatory Member’s ownership interest in such asset or property or only the part of the asset or property used for electric purposes shall be considered to be part of its Electric System. “Electric System” means, with respect to BART, all properties and assets, real and personal, tangible and intangible, of BART now or hereafter existing, used or pertaining to the operation or maintenance of its transportation system, including all additions, extensions, expansions, improvements and betterments thereto and equipment thereof; provided, however, that to the extent BART is not the sole owner of an asset or property or to the extent that an asset or property is used in part for the above described purposes, only BART’s ownership interest in such asset or property or only the part of the asset or property used for transportation system purposes shall be considered to be part of its Electric System. “Event of Default” shall have the meaning provided in Section 12.1. “Fiscal Year” means the NCPA fiscal year; currently the twelve month period beginning July 1 and ending on the next-following June 30. “General Manager” means the General Manager of NCPA. "Good Utility Practice" means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result of the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region and consistently adhered to by the electric utility industry. 6 ES-AGY-2016-001 “Governing Board” means with respect to NCPA its Commission, and with respect to each Signatory Member means its city council, board of directors, board of port commissioners, or other duly constituted legislative body having approval authority for contracting and purchasing under the terms of the Constitutive Documents of the Signatory Member. “Joint Powers Agreement” or “JPA” means that certain Amended and Restated Northern California Power Agency Joint Power Agreement dated as of January 1, 2008, as the same may be amended from time to time. “Member” means any member of NCPA or any Associate Member of NCPA. “NCPA” has the meaning set forth in the preamble of this Agreement. “NCPA Procurement Policies” means those policies for the procurement of goods and services adopted by the Commission, as the same may be amended from time to time. “NERC” means the North American Electric Reliability Corporation, or its successor in interest as the national electric reliability organization designated by the Federal Energy Regulatory Commission. “Participating Member” has the meaning set forth in the recitals of this Agreement. “Party” or “Parties” has the meaning set forth in the preamble of this Agreement. “Revenues” means, with respect to each Signatory Member with the exception of the San Francisco Bay Area Rapid Transit District (“BART”), all income, rents, rates, fees, charges, and other moneys derived by the Signatory Member from the ownership or operation of its Electric System, including, without limiting the generality of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; and (c) the proceeds derived by the Signatory Member directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System, but the term Revenues shall not include (i) customers’ deposits or any other deposits subject to refund until such deposits have become the property of the Signatory Member, or (ii) contributions from customers for the payment of costs of construction of facilities to serve them. In regard to BART, “Revenues” means all income, rents, rates, fees, charges, grants, fares or tariffs, subventions and other moneys derived by the BART from its operation including, without limiting the generality of the foregoing, (i) the earnings on and income derived from the investment of such income, rents, rates, fees, charges grants, fares or tariffs, subventions or other moneys, and (ii) the proceeds derived by the BART directly or indirectly from the sale, 7 ES-AGY-2016-001 lease or other disposition of all or a part of its assets, but the term Revenues shall not include any moneys derived from sources the use of which is limited by law to expenditures other than BART operating expenses. “Security Account” means an account established by NCPA and funded by Participating Members in accordance with Section 7.2, the funds of which are available for use by NCPA with respect to a particular Confirmation in accordance with the terms and conditions herein and those of the particular Confirmation. “Signatory Member” has the meaning set forth in the preamble hereto. “Support Services” has the meaning set forth in the recitals of this Agreement . “Uncontrollable Force” means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, any curtailment, order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities or any other cause beyond the reasonable control of the Party claiming Uncontrollable Force which could not be avoided through the exercise of Good Utility Practice. “Utility Director” means, with respect to each Signatory Member with the exception of the San Francisco Bay Area Rapid Transit District (“BART”), the person having administrative charge of and responsibility for the operation and maintenance of the Electric System of a Signatory Member. In regards to BART, “Utility Director” means the person having administrative charge of and responsibility for the procurement of electrical energy for the operation of the BART transportation system. 1.2 Interpretation of Agreement. As used in this Agreement (including the preamble and recitals hereto), unless in any such case the context requires otherwise: 1.2.1 The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” or “Exhibit” shall mean a Section, subsection, clause or Exhibit of this Agreement, as the case may be. 1.2.2 All references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made, and reference to a law, regulation or ordinance includes any amendment or modification thereof. 1.2.3 A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, government, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns. 8 ES-AGY-2016-001 1.2.4 The singular shall include the plural and the masculine shall include the feminine, and vice versa. 1.2.5 All references to a “day” shall refer to a calendar day, unless specified as a Business Day. Section 2. Effectiveness of Agreement; Signature Authority . 2.1 Effective Date as to Signatory Member. Following the approval of this Agreement by the Commission, any Member may become a Signatory Member by providing an executed counterpart of this Agreement to NCPA. This Agreement shall become effective as to a given Signatory Member upon the later of the Effective Date and the date on which an executed copy of this Agreement is provided to NCPA. NCPA shall provide a copy of each executed signature page of a Signatory Member to all other Signatory Members. 2.2 Form of Signature Page; Amendment of Designated Representatives and Not to Exceed Dollar Authority. Each Signatory Member signature page shall be in the form attached hereto as Exhibit “A.” Each signature page shall identify the initial Designated Representatives of the Signatory Member and the monetary not to exceed authority for any individual Confirmations for that Signatory Member. 2.2.1 Any Signatory Member may amend its not to exceed authority at any time (either increasing or decreasing such authorities), by providing thirty (30) days written notice of such change to NCPA accompanied by a resolution of the Governing Board of the Signatory Member approving such change in the not to exceed authorities. 2..2.2 Signatory Members shall provide written notice to NCPA upon a change in the identity of either of its Designated Representatives. Section 3. Support Services Procurement. 3.1 Offers to Procure Support Services. NCPA may, from time to time in its sole discretion, offer to procure one or more Support Services for the Signatory Members. Signatory Members desiring to accept such offer with respect to a particular Support Service shall execute a Confirmation prepared by NCPA for that Support Service and thereby become a Participating Member with respect to such Confirmation and Support Service. Confirmations shall be in substantially the form attached hereto as Exhibit “B,” and as provided in Section 5. Each such Confirmation shall indicate that the particular Support Service will be accomplished by NCPA contracting with a named third party to provide the Support Service, which contract shall thereafter be entered into by NCPA in accordance with the NCPA Procurement Policies. NCPA’s Designated Representatives shall have the authority to execute Confirmations without the further approval of the Commission where the underlying contract with a third party is within the contracting authority of the General Manager as established by the NCPA Procurement Policies. Provided, however, that NCPA may in its sole discretion choose to self- 9 ES-AGY-2016-001 provide the Support Services, rather than contracting with a third party, where it is providing training, human resources assistance, assistance with NERC or other regulatory compliance, or assistance in the form of student interns to the Signatory Members. 3.2 NCPA Procurement of Support Services. NCPA agrees, upon receipt of a Confirmation executed by the Designated Representatives of one (1) or more Participating Members, to procure the Support Service specified in such Confirmation on behalf of the Participating Member(s). Provided, however, that NCPA may in its discretion decline to provide Support Services unless the number of Participating Members and the extent of participation is acceptable to NCPA. 3.3 NCPA Payment of Costs. NCPA shall pay all Costs incurred in providing Support Services under a particular Confirmation using funds: (a) received from Participating Members during the normal course of monthly billing of Members, with the Costs of each Confirmation itemized on the NCPA All Resources Bill; or (b) as necessary from Security Account funds for that Confirmation, if any, paid to NCPA in accordance with Section 7.2; or (c) such other sources and methods as may be agreed upon in writing by the Parties from time to time or as specified in a particular Confirmation. Section 4. No Purchase of Energy or Natural Gas; Other Exclusions. Support Services do not include the purchase of natural gas, energy, or any attributes of energy including capacity, reliability or environmental attributes (such as credits, benefits, emissions reductions, offsets, and allowances, however titled). This Agreement and associated Confirmations shall not be utilized for the procurement of natural gas, energy, or any attributes of energy. NCPA shall continue to buy and sell natural gas and energy, or its attributes, on behalf of its Members through other existing agreements, including the Gas Purchase Program Agreement, the Market Purchase Program Agreement, Single Member Service Agreements and the Pooling Agreement. Support Services do not include those items referred to in Recital C. Section 5. Format of Confirmations; Dollar Not to Exceed Limitations; Amendments. 5.1 Format of Confirmations. Confirmations shall generally be in substantially the form provided by Exhibit “B. Confirmations shall define the scope of the particular Support Service to be provided, the means by which NCPA will procure such Support Service, and any other terms on which such Support Services shall be provided, to the extent such terms are not defined by this Agreement. 5.1. The Confirmation shall identify the third party who will provide the Support Services and incorporate by reference the agreement between the third party and NCPA. 5.1.2 Confirmations shall not amend the terms of this Agreement. In the event NCPA and the Participating Members desire to include a provision in a Confirmation inconsistent with this Agreement, such Confirmation shall be effective only if approved by the Governing Boards of all Participating Members and the Commission. 10 ES-AGY-2016-001 5.2 Dollar Not to Exceed Limitations of Confirmations. Each Confirmation shall include a “not to exceed” amount or dollar limitation, broken down by Participating Member, indicating the maximum amount that each Participating Member shall be required to pay for the Support Services provided under the Confirmation. The “not to exceed” shall not relieve a Participating Member of its obligations under this Agreement, including Sections 7 and 11 hereof. 5.2.1 Except as provided in sections 7.4 (relating to use of Security Accounts) and 7.5 (relating to emergency additions to Security Accounts), no Participating Member shall be required to pay for Costs incurred in excess of its stated limitation on a given Confirmation, unless agreed to by the Participating Members. 5.2.2 Any Participating Member may amend its “not to exceed” amount or dollar limitation for a given Confirmation by providing written notice of the change to NCPA executed by its Designated Representatives. 5.3 Amendment of Confirmations. A Confirmation may be amended with respect to all Participating Members only in writing executed by the signatures of the Designated Representatives of NCPA and the Participating Members. Amendments relating to the “not to exceed” amount or dollar limitation of one or more Participating Members shall be accomplished as provided in subsection 5.2.2. Section 6. Participating Member Authority to Execute Confirmations. Each Participating Member acknowledges and agrees to be bound by their respective Designated Representatives’ execution of Confirmations without further approval by the Governing Board of the Participating Member or other approvals, and agrees that such execution is in accordance with its Constitutive Documents. Section 7. Payment Obligations; Confirmation Security Account; Invoicing. 7.1 Payment Obligations. Each Signatory Member agrees to pay NCPA each month its share of Costs specific to each Confirmation for which the Signatory Member is a Participating Member. Such amounts shall be included by NCPA on the monthly All Resources Bill for each Signatory Member, except to the extent that a given Confirmation provides for a different invoicing mechanism and NCPA agrees thereto. 7.2 Confirmation Security Accounts. 7.2.1 Upon issuance of any Confirmation, NCPA shall determine whether or not a Participating Member deposit to a Security Account for that Confirmation will be required in order to provide the Support Service in question. If so, the amount of the required Security Account deposit shall be 11 ES-AGY-2016-001 noted on the Confirmation and the Participating Member or Members shall make the required deposits prior to provision of any Support Services pursuant to that Confirmation. Within ten days of NCPA’s notice of the amount of the Security Account deposit, the affected Participating Member shall have the option of withdrawing its Confirmation and not receiving the Support Service requested therein. 7.2.2 Periodically, and at least quarterly, NCPA shall review and revise its determination of the security necessary for a particular Confirmation and whether each Participating Member has a sufficient balance in the Security Account for that Confirmation. To the extent that any Participating Member’s balance in the Security Account for the Confirmation is greater than one hundred and ten percent (110%) of the amount required, NCPA shall credit the difference between the balance and the amount required as soon as practicable to the Participating Member’s next following All Resource Bill. To the extent that any Participating Member’s balance in the Security Account for the Confirmation is less than ninety percent (90%) of the amount required, NCPA shall add the difference between the balance and the ninety percent (90%) as soon as practicable to the Participating Member’s next following All Resource Bill, or as necessary, to a special invoice to the Participating Member. 7.3 Security Account in Addition to Other Security Accounts. Any required deposits into a Security Account for a Confirmation pursuant to this Agreement shall be separate from, and in addition to, any security accounts maintained pursuant to other agreements between NCPA and its Members, including but not limited to the Market Purchase Program Agreement, Single Member Services Agreement and the Gas Purchase Program Agreement. Each Security Account for a Confirmation shall be separate from, and in addition to, any Security Account for a different Confirmation. 7.4 Use of Security Account Funds. Security Account funds shall be segregated by Confirmation. NCPA may use any and all funds deposited into the Security Account for a particular Confirmation to pay any Costs it incurs in providing Support Services pursuant to that Confirmation, including making payments to counterparties under any agreement, or for termination payments, requests for assurances by third parties, credit support, payment of claims and related expenses under a Confirmation. Such use shall be without regard to any individual Participating Member’s balance in the Security Account or its proportionate share of Confirmation Costs and irrespective of whether NCPA has issued an All Resources Bill or invoice for such Costs to the Participating Members or whether a Participating Member has made timely payments of All Resources Bills or invoices. If funds deposited into the Security Account are used by NCPA to pay any Costs it incurs with respect to a particular Confirmation, NCPA will maintain a detailed accounting of each Participating Member’s shares of funds withdrawn from the Security Account or letter of credit, and upon the collection of all or a part of such withdrawn funds from the applicable Participating Member or Members, NCPA will credit back to each Participating Member the 12 ES-AGY-2016-001 funds collected in proportion to such non-defaulting Participating Member’s share of funds withdrawn from the Security Account. Funds deposited into a Security Account for a particular Confirmation shall not be used to pay the Costs incurred pursuant to a different Confirmation, nor shall any funds in other security accounts maintained by NCPA and not established pursuant to this Agreement be used. 7.5. Emergency Additions. In the event that the funds are withdrawn pursuant to Section 7.4 of this Agreement, or if the Security Account for a particular Confirmation is insufficient to allow payment of an invoice, demand, request for further assurances or claims by third parties with respect to a particular Confirmation, NCPA shall notify all Participating Members for that Confirmation and then prepare and send a special or emergency assessment to the Participating Members. Each Participating Member shall pay to NCPA such assessment when and if assessed by NCPA within ten (10) days of the invoice date of the assessment. NCPA shall maintain a detailed accounting of each Participating Member’s deposits into and shares of withdrawals from the Security Account for the particular Confirmation. 7.6 Interest on Security Accounts. Monies on deposit in the Security Accounts created pursuant to this Agreement shall be invested by NCPA in accordance with the investment policy adopted by the NCPA Commission. Interest earned (or losses sustained) on the Security Accounts shall be proportionately credited to the Participating Members in accordance with each Participating Member’s Security Account obligations. 7.7 Return of Funds in Security Accounts. Upon the completion of the provision of Support Services under a particular Confirmation, or upon a permitted withdrawal of a Participating Member from a Confirmation, NCPA shall return the share of affected Security Account funds within ninety (90) days. Provided, however, that NCPA shall, in its sole discretion, as determined by the General Manager, estimate the then outstanding liabilities of the Participating Members including any estimated contingent liabilities and shall retain all such funds until all such liabilities have been fully paid or otherwise satisfied in full. Section 8. Invoicing. 8.1 Invoices. As part of the All Resources Bill or by separate special invoice, as required in the circumstances, NCPA will issue an invoice to each Signatory Member for the fixed Support Services Program Agreement Costs as provided in Section 7.1 and its proportionate share of the Costs of any Confirmation as to which it is a Participating Member. 8.2 Payment of Invoices. All non-emergency invoices delivered by NCPA in the normal course of billing hereunder (including the All Resources Bill) are due and payable on the date indicated on such invoice, but in any event no later than thirty (30) days following receipt thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day. NCPA may apply a Participating Member’s share of an applicable Security Account to the payment of all or any portion of an invoice issued to such Participating Member , provided that application of such funds from a Security Account relating 13 ES-AGY-2016-001 to a particular Confirmation shall not relieve the Participating Member from any late payment charges pursuant to Section 8.3. To the extent that NCPA applies funds from the Security Account to pay an amount due under an invoice, following receipt of payment of such invoice by the relevant Participating Member, NCPA shall deposit the relevant portion of the payment into the Security Account and credit such deposit to such Participating Member. Emergency invoices shall be due as indicated in Section 7.5. 8.3 Late Payments. Any amount due and not timely paid by a Signatory Member shall bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%), or (ii) the maximum rate permitted by law. Section 9. Settlement Data and Examination of Books and Records; Signatory Member Covenants. 9.1 Settlement Data. NCPA will make settlement data available to the Participating Members. Procedures and formats for the provision of such data will be as established by the NCPA Commission from time to time. 9.2 Records. 9.2.1 NCPA Books and Records. NCPA shall maintain any and all ledgers, books of account, invoices, vouchers, cancelled checks and other records or documents evidencing or relating to charges for the Support Services or expenditures or disbursements to the Signatory Members for a minimum of three (3) years, or for any longer period required by law, from the date of their payment. 9.2.2 Examination of Books and Records. Any Signatory Member shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement, including but not limited to (a) those required to be kept by Section 9.2.1 and (b) those required by NCPA to be kept by any third party provider of Support Services, at any reasonable, mutually agreed upon time. 9.2.3 Ownership of Records. Except as otherwise provided in a particular Confirmation, all reports, reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that NCPA prepares or obtains for a Participating Member pursuant to a Confirmation and that relate to the matters covered hereunder shall be the property of the Participating Member. NCPA hereby agrees to deliver those documents to the Participating Member upon termination of the Confirmation to which they refer. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Participating Member and are not necessarily suitable for any future or other use. Participating Member and NCPA agree that, until final approval by Participating Member, all data, plans, specifications, reports and other documents are confidential and will not be released to third 14 ES-AGY-2016-001 parties without prior written consent of the parties to a Confirmation, except as may otherwise be required by applicable law. 9.3 Signatory Member Covenants. Each Signatory Member covenants and agrees: (i) to continue to pay or advance to NCPA, from its Revenues all payments required under this Agreement; (ii) to make payments to NCPA under this Agreement where NCPA has incurred Costs or is obligated to pay a third party with respect to a Confirmation whether or not there is an interruption in, interference with, or reduction or suspension of Support Services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any dispute exists provided such interruption, interference or reduction in Support Services is caused by forces constituting an Act of God and not reasonably contemplated by the Parties; and (iii) to operate its Electric System and the business in connection therewith in an efficient manner and at reasonable cost and to maintain its Electric System in good repair, working order, and condition. Section 10. Administration of Agreement. 10.1 General. The NCPA Commission has sole overall responsibility and authority for the administration of this Agreement. Any acts, decisions or approvals taken, made or sought by NCPA under this Agreement shall be taken, made or sought, as applicable, in accordance with NCPA’s Constitutive Documents. 10.2 Withdrawal of Signatory Member. A Signatory Member may voluntarily withdraw from this Agreement at any time by providing two (2) year’s advance written notice to NCPA and the other Signatory Members. A withdrawing Signatory Member shall reimburse NCPA for any and all Costs resulting from the withdrawal including the legal, accounting and administrative costs of winding up and assuring the complete satisfaction and discharge of the withdrawing Signatory Member’s obligations. A withdrawing Signatory Member will continue to be liable for any Costs or on-going obligations relating to a Confirmation as to which that withdrawing Signatory Member is a Participating Member, and withdrawal from any given Confirmation shall be permitted only in accordance with the terms of the particular Confirmation. A withdrawing Signatory Member shall not be liable for Costs under a Confirmation, subsequent to the effective date of the Signatory Member’s withdrawal and if unrelated to Support Services provided under the Confirmation to that withdrawing Signatory Member. 10.3 Termination of Agreement by NCPA. NCPA may terminate this Agreement at any time upon six (6) month’s written notice to the Signatory Members. Any such termination shall not affect any on-going obligations of NCPA relating to Confirmations then in effect, provided that no additional Confirmations shall be offered to the Signatory Members by NCPA after the six month notice of termination has been provided to them by NCPA. 10.4 Termination by Signatory Members. Upon the occurrence of an Event of Default where NCPA is the Defaulting Party, and following the applicable cure periods, one or more Signatory Members may, without limiting their other rights or remedies available under this 15 ES-AGY-2016-001 Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action the Signatory Members may have against NCPA, terminate this Agreement in whole, subject to the provisions of Section 12.6.4. Termination by one Signatory Member shall not affect the validity of the Agreement as to other Signatory Members. Section 11. Insurance, Defense and Indemnity Obligations 11.1 Limitation of NCPA Liability. Except as otherwise provided in this Section 11, NCPA shall not at any time be liable for any injury or damage occurring to a Participating Member or any other person or property from any cause whatsoever arising out of this Agreement or any Confirmation entered into pursuant to this Agreement. 11.2 Limited Right of Recourse. The provisions of Section 11.1 shall not apply where the injury or damage is to a Participating Member and is caused by the active negligence of NCPA or of any employee, agent or contractor of NCPA, provided, however, that any liability under this subsection is limited to the extent of the actual coverage and coverage limits of the insurance policies described in this Section 11. 11.2.1 Reimbursement of NCPA Deductibles. Notwithstanding Section 11.2 above, the applicable Participating Member agrees to reimburse NCPA, in a timely manner, for all deductibles or and/or self-insured retentions payable by NCPA for any claim, liability, or damage arising out of this Agreement or any Confirmation entered into pursuant to this Agreement. 11.3 Indemnity Obligation of Participating Members. Except as provided in Section 11.2 above, each Participating Member as to the particular Confirmation involved shall, at its sole cost and expense, indemnify and hold harmless NCPA, and its Members, and their respective officers, agents and employees (“Indemnitees”) from and against any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including reasonable attorneys’ fees), which may be imposed upon, incurred by or be asserted against the Indemnitees arising out of this Agreement or any Confirmation entered into pursuant to this Agreement. 11.4 Defense Obligation of Participating Members. In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, the Participating Members as to the Confirmation involved shall, upon reasonable prior written notice from any of the Indemnitees, at Participating Member’s sole cost and expense, resist and defend the same with legal counsel mutually selected by Indemnitee and the Participating Member or Members, unless mutual selection of counsel is expressly prohibited by an applicable insurance policy; provided however, that neither Indemnitee nor Participating Member shall admit liability in any such matter or on behalf of the other without express written consent, which consent shall not be unreasonably withheld or delayed, nor enter into any compromise or settlement of any claim for which Indemnitees are indemnified hereunder without prior express written consent. The Participating 16 ES-AGY-2016-001 Member’s duty to defend shall begin upon receipt of a written notice identifying with specificity the allegations that give rise to this duty to defend. 11.5. Notice of Claims Required. The Parties shall give each other prompt written notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section 11. 11.6 NCPA Obligation to Maintain Insurance. During the term of the Agreement and prior to providing Support Services under any Confirmation issued pursuant to this Agreement, NCPA shall maintain, or cause to be maintained, in full force and effect, and at its sole cost and expense, the types and limits of insurance as are annually approved by the governing Commission of NCPA. 11.7 Participating Member Insurance. The Signatory Members acknowledge that there are significant limits on NCPA’s liability under the this section 11 and that upon becoming a Participating Member as to one or more Confirmations, the Participating Member may wish to purchase additional insurance of its own to cover the additional risks and the potential additional liabilities it is assuming under this Agreement and Confirmations entered into pursuant to this Agreement. Each Participating Member will, with respect to any additional insurance it obtains or which is otherwise available to it, cause its insurers to issue an endorsement providing a waiver of subrogation rights as to the Indemnitees. 11.8 Survival of Obligations. The defense and indemnity obligations of this Section 11 shall survive the termination of this Agreement. Section 12. Default and Remedies. 12.1 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Party in default of its obligations hereunder (“Defaulting Party”): (i) if any Signatory Member or Participating Member fails to make any payment due hereunder or to provide assurances as required of NCPA under a Confirmation when due hereunder within two (2) Business Days after receipt of notice given by NCPA of such non-payment; or (ii) the failure of a Signatory Member to perform any other covenant or obligation under this Agreement where such failure is not cured within ten (10) calendar days following receipt of a notice from NCPA demanding cure (provided that this shall not apply to any failure to make payments (which is covered by Section 12.1 (i) ); or (iii) if any representation or warranty of a Signatory Member material to the transactions contemplated hereby shall prove to have been incorrect in any material respect when made and the Signatory Member does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and 17 ES-AGY-2016-001 correct within ten (10) calendar days of the date of receipt of notice from any other Party demanding cure; or (iv) if a Signatory Member is in default or in breach of any of its covenants under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement; or (v) the failure of NCPA to perform any covenant or obligation under this Agreement following a ten (10) calendar day notice to cure by any non-defaulting Signatory Member. 12.2 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied within the time period specified in Section 12.1 above, as may be applicable, after written notice has been sent to the Defaulting Party from NCPA or a non- defaulting Signatory Member specifying the default and demanding that the same be remedied; provided, however, that the failure of a Party to provide such notice shall not be deemed a waiver of such default. 12.3 Participation Rights Of Defaulting Signatory Member. Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default and until such Event of Default is cured, the Signatory Member that is the Defaulting Party shall not have the right to participate under any additional Confirmations. 12.4 Remedies in the Event of Default. 12.4.1 Remedies of NCPA. Upon the occurrence of an Event of Default where a Signatory Member is the Defaulting Party, without limiting its other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Party Participant, NCPA may: (i) suspend the provision of Support Services under this Agreement or any Confirmation issued pursuant to this Agreement to such Defaulting Party until the Event of Default is cured; (ii) demand that the Defaulting Party provide further assurances to compel the correction of the default, including the collection of a surcharge, or such other actions as may be necessary to produce Revenues to secure the cure of the Event of Default; and (iii) terminate this Agreement or any Confirmation as to the Defaulting Party, following the expiration of any applicable cure period pursuant to section 12.1, on ten (10) calendar days’ prior written notice to the Defaulting Party. 12.4.2 Remedies of Signatory Members. Upon the occurrence of an Event of Default where NCPA is the Defaulting Party, and following the applicable cure periods pursuant to section 12.1, one or more Signatory Members may, without limiting their other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action they may have against NCPA, terminate this Agreement as to themselves and without affecting the validity of the Agreement as to other Signatory Members, subject to the provisions of Section 12.6.4. 18 ES-AGY-2016-001 12.5 Special Covenants Regarding Security Accounts. In the event that a Participating Member’s balance in a required Security Account is insufficient to cover all invoices for Costs incurred under this Agreement sent to such Participating Member, then, without limiting NCPA’s other rights or remedies available under this Agreement, at law or in equity, such Participating Member shall cooperate in good faith with NCPA and shall cure the deficit as rapidly as possible, on an emergency basis, taking all such action as is necessary, including, but not limited to, raising rates and charges to its customers to increase its Revenues to replenish its share of the Security Accounts as provided herein, drawing on its cash-on-hand and lines of credit, obtaining further assurances by way of credit support and letters of credit, and taking all such other action as will cure the default with all due haste. 12.6 Effect of Termination or Suspension. 12.6.1 Generally. The suspension or termination of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged contingent liabilities or obligations arising from this Agreement until such obligations are satisfied in full, and all of the Costs incurred by NCPA in connection with such suspension or termination, including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other costs and expenses that NCPA is entitled to recover under this Agreement, and other reasonable and necessary costs associated with any and all of the remedies, are paid in full. 12.6.2 Suspension by NCPA. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Signatory Member in accordance with Section 12.4.1(i) such Signatory Member shall pay any and all Costs incurred by NCPA as a result of such suspension including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other reasonable and necessary costs associated with such suspension and any portion of the Costs that were not recovered from such Signatory Member as a result of such suspension. 12.6.3 Termination by NCPA. If this Agreement is terminated by NCPA with respect to a Signatory Member in accordance with Section 12.4.1(iii) such Signatory Member shall pay any and all Costs incurred by NCPA as a result of such termination, including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other reasonable and necessary costs associated with such termination and any portion of the Costs that were not, or will not be, recovered from such Signatory as a result of such termination; provided, however, if NCPA terminates this Agreement with respect to the last remaining Signatory Member, then this Agreement shall terminate. 12.6.4 Termination by Signatory Members. If this Agreement is terminated by all Signatory Members in accordance with Section 10.4 , or by unanimous consent of all of the Parties hereto, then the Signatory Members shall pay to NCPA all previously unpaid Costs incurred as of the date of such termination. The Signatory Members shall indemnify NCPA for any costs incurred in connection with such termination, including reasonable attorney fees, fees 19 ES-AGY-2016-001 and expenses of other experts, including auditors and accountants and other reasonable and necessary costs. If the Parties are unable to reach agreement as to the foregoing, then the Parties agree to submit the matter to mediation with a mutually agreed upon mediator. If the Parties are still unable to reach agreement following mediation, then the matter shall be submitted to binding arbitration subject to the rules of the American Arbitration Association, the costs of such arbitration being borne equally among the Signatory Members. Section 13. Uncontrollable Forces. 13.1 Uncontrollable Force In General. Obligations of the Parties, other than those to pay money when due, shall be excused for so long as and to the extent that failure to perform such obligations is due to an Uncontrollable Force; provided, however, that if a Party is unable to perform due to an Uncontrollable Force, such Party shall exercise due diligence to remove such inability with reasonable dispatch. Nothing contained in this Agreement shall be construed as requiring a Party to settle any strike, lockout, or labor dispute in which it may be involved, or to accept any permit, certificate, contract, or any other service agreement or authorization necessary for the performance of this Agreement or any Confirmations issued pursuant to this Agreement which contains terms and conditions which a Party determines in its good faith judgment are unduly burdensome or otherwise unacceptable. 13.2 Each Party shall notify the others promptly, by telephone to the other Parties’ operating personnel as applicable and to the parties’ Designated Representatives upon becoming aware of any Uncontrollable Force which may adversely affect the performance under this Agreement or any Confirmation entered into pursuant to this Agreement. A Party shall additionally provide written notice to any affected Parties within 24 hours after providing. Each Party shall notify the others promptly, when an Uncontrollable Force has been remedied or no longer exists. Section 14. Dispute Resolution. 14.1 Informal Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, Signatory Members and NCPA agree to resolve the dispute in accordance with the following: 14.1.1 Each Party shall designate a senior management or executive level representative to negotiate any dispute; 14.1.2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority. 14.1.3 If the issue remains unresolved after thirty (30) days of good faith negotiations, despite having used their best efforts to do so, either Party may pursue arbitration pursuant to Section 14.2. 20 ES-AGY-2016-001 14.2 Arbitration. In the event that a dispute is unresolved following the informal dispute resolution process established in Section 14.1, either Party may, within sixty (60) days of the termination of such informal dispute resolution process, initiate binding arbitration to resolve such dispute. Disputes shall be arbitrated pursuant to the Commercial Arbitration and Mediation Rules of the American Arbitration Association. The costs of arbitration shall be equally shared by the Parties, and the Parties shall bear their own attorneys’ fees. The arbitrator shall have no authority to amend this Agreement or any Confirmation. 14.3 Claims. This informal resolution process is not intended to nor shall it be construed to, change the time periods for filing a claim or action specified by Government Code § 900, et seq. Section 15. Miscellaneous 15.1 Compliance with Applicable Laws. NCPA and any subcontractors shall comply with all laws applicable to the performance or provision of the Support Services hereunder. 15.2 Other Governmental Regulations. To the extent that this Agreement or any Confirmation entered into pursuant to this Agreement may be funded by fiscal assistance from another governmental entity, NCPA and any subcontractors shall comply with all applicable rules and regulations to which Participating Members are bound by the terms of such fiscal assistance program. 15.3 Licenses and Permits. NCPA represents and warrants to Participating Members that NCPA and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that is legally required to practice their respective professions. NCPA represents and warrants to Participating Members that NCPA and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. 15.4 Independent Contractor. At all times during the term of this Agreement, NCPA shall be an independent contractor and shall not be an employee of any Participating Member. A Participating Member shall not have the right to control the means by which NCPA accomplishes Support Services rendered pursuant to this Agreement and the Confirmations entered into pursuant to this Agreement. Notwithstanding any other agency, state, local or federal policy, rule, regulation, law, or ordinance to the contrary, NCPA and any of its employees, agents, and subcontractors providing Support Services under this Agreement and the Confirmations entered into pursuant to this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by any Participating Member, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of a Participating Member and entitlement to any contribution to be paid by a Participating Member for employer contributions and/or employee contributions for PERS benefits. 21 ES-AGY-2016-001 15.5 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement (including all Confirmations entered into pursuant to this Agreement), to the extent possible, consistent with applicable laws, including the California Public Records Act. It shall be the responsibility of the holder of the claim of confidentiality or trade secret to defend at its expense against any request that such information be disclosed. Confidential or trade secret information shall be marked or expressly identified as such. 15.6 Liabilities of Signatory Members. 15.6.1 No Signatory Member shall be liable under this Agreement for the obligations of any Confirmation as to which it is not a Participating Member. Notwithstanding the foregoing, the Parties acknowledge that any debts or obligations entered into by NCPA pursuant to this Agreement not connected with any Confirmation shall be jointly and severally borne by them as Signatory Members , and not by non-Signatory Members of NCPA, pursuant to Article IV, Section 3(b) of the Joint Powers Agreement. 15.6.2 Each Participating Member shall be solely responsible and liable for performance of its own obligations under this Agreement as to those Confirmations under which it has chosen to receive Member Services. The obligation of each Participating Member under a given Confirmation is a several obligation and not a joint obligation with those other Participating Members with respect to a given Confirmation, subject to the authority of NCPA pursuant to section 7 to utilize Security Account funds if necessary for a given Confirmation regardless of the Participating Member which provided such Security Account funds. 15.7 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY PARTICIPATING OR SIGNATORY OR OTHER MEMBER OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS ARISING FROM THIS AGREEMENT OR ANY CONFIRMATION ENTERED INTO PURSUANT TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH SIGNATORY MEMBER EACH HEREBY WAIVES SUCH CLAIMS AND RELEASES EACH OTHER AND EACH OF NCPA AND ITS MEMBERS FROM ANY SUCH LIABILITY. 22 ES-AGY-2016-001 The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this section of this Agreement shall be fully enforceable despite its reference to future or unknown claims and its application to future and unknown Confirmations. 15.8 Amendments. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement. 15.9 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, including application to any particular Confirmation, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement. 15.10 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California. 15.11 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof. 15.12 Notices. Any notice, demand or request required or authorized by this Agreement or any Confirmation entered into pursuant to this Agreement, to be given to any Party shall be in writing. They shall either be personally delivered to a Signatory Member’s Designated Representatives and to the Secretary of the Commission or transmitted to the Signatory Member’s Designated Representatives and to the Secretary of the Commission at the addresses shown on the signature pages hereof by U.S. mail, first class postage prepaid. The designation of such address may be changed at any time by written notice given to the Secretary of the Commission who shall thereupon give written notice of such change to each Participant. Notices shall be deemed received upon delivery or three (3) days after mailing. 15.13 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms as to that Party. 15.14 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without 23 ES-AGY-2016-001 impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages. 15.15 No Assignment. Except as otherwise provided in a particular Confirmation, no Signatory Member may assign or otherwise transfer any other rights and obligations under this Agreement without the express written consent of NCPA. 15.16 Venue. In the event that a Party brings any action under this Agreement or any Confirmation issued pursuant to this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California. 15.17 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement or any Confirmation issued pursuant to this Agreement, the Parties shall bear their own attorneys’ fees. 15.18 Interpretation. Each Party to this Agreement is sophisticated in the operation of electric utilities, and operates a publicly owned Electric System. Each Party to this Agreement was represented by counsel during the negotiation of this Agreement. Hence, this Agreement and all Confirmations issued pursuant to this Agreement shall be interpreted as being equally drafted by all Parties and without reference to Civil Code Section 1654 requiring interpretation against Parties causing an ambiguity. 15.19 No Third Party Beneficiaries. Except as otherwise provided in a particular Confirmation to the contrary, nothing contained in this Agreement or any Confirmation issued pursuant to this Agreement is intended by the Parties, nor shall any provision of this Agreement or any Confirmation issued pursuant to this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or any Confirmation issued pursuant to this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement or any Confirmation issued pursuant to this Agreement. 15.20 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement or any Confirmation does not constitute a waiver of any other breach of that term or any other term of this Agreement or Confirmation. 15.21 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 15.22 Conflict of Interest. NCPA shall not employ any Participating Member official or employee to perform Support Services for that Participating Member. No officer or employee of Participating Member shall have any financial interest in this Agreement or any Confirmation entered into pursuant to this Agreement that would violate California Government Code Sections 1090 et seq. 25 ES-AGY-2016-001 EXHIBIT “A” NORTHERN CALIFORNIA POWER AGENCY SUPPORT SERVICES PROGRAM AGREEMENT Signatory Member Execution Page The Support Services Program Agreement is hereby approved, executed and joined by the following NCPA Member as a Signatory Member: ____________________________ [Name of NCPA Member Agency] 1. The initial Designated Representatives of the Signatory Member who are jointly authorized to execute Confirmations on behalf of the Signatory Member are: ___________________________ ____________________________ Utility Director General Counsel or City Attorney 2. The Designated Representatives are authorized to jointly execute any given individual Confirmation for Support Services on behalf of the Signatory Member which does not exceed $_____________ . The NCPA Support Services Program Agreement was approved on ______________ __, 20__ by resolution no. ______ of the ____________________ _______________[Name of Governing Body of Signatory Member, e.g., “city council” or “board of directors”]. By:________________________________ [Signature of person executing] Its:________________________________ [Title of person executing] Attest: __________________________ [Signature of Person Attesting to Approval] Its: _______________________ [Title of Person Attesting] Approved as to Form: By: _______________________________ Title: _______________________________ 26 ES-AGY-2016-001 EXHIBIT “B” NCPA Services Program Agreement Form of Confirmation: CONFIRMATION UNDER THE NCPA SUPPORT SERVICES PROGRAM AGREEMENT 1. This is a Confirmation pursuant to the Support Services Program Agreement and subject to the terms and conditions of that agreement, except as expressly provided in this Confirmation. All capitalized terms have the meaning given to them in the Support Services Program Agreement. 2. The Participating Members for this Confirmation are: 3. NCPA agrees to provide the following Support Services to the Participating Members: The Support Services will be contracted for by NCPA with ____________ using an agreement in substantially the form attached to this Confirmation. 4. The Participating Members executing this Confirmation agree to pay for the Support Services in the not to exceed amounts specified in this Confirmation and in accordance with the provisions of the Support Services Program Agreement: 5. A Security Account deposit [ is not required for this Confirmation/is required for this Confirmation in the amount of $ ______________ ] Participating Member ____________ NORTHERN CALIFORNIA POWER AGENCY By:__________________________ By its Designated Representatives: ___________________________ Randy S. Howard, General Manager and ___________________________ Attest: ______________________________ Cary Padgett, Assistant Secretary to the Commission Approved as to Form: By: __________________________ 2507645.12 General Counsel EXHIBIT "A" NORTHERN CALIFORNIA POWER AGENCY SUPPORT SERVICES PROGRAM AGREEMENT Signatory Member Execution Page The Support Services Program Agreement is hereby approved, executed and joined by the following NCPA Mernber as a Signatory Member: THE CITY OF LODI CityYanager - Steve Scuer Authorized for Not More Than $20,000 Per Confirmation 2. The Designated Representatives are authorized to jointly execute any given individual Confirmation for Support Services on behalf of the Signatory Member which does not exceed the dollar amounts specified above. The NCPA Support Services Program Agreement was approved on pr ttyL {2, 2016 by Resolution no. 2016- lW-., of the Lodi City Council. ty Dire or - Elizabeth Kirldey Authorized for Not More Than $15,000 Per Confirmation --was S 1. The initial Designated Representatives of the Signatory Member who are jointly autho, -d to execute Confirmations on behalf of the Signatory Member are: City A lorney - Janice D. Magdich [Signature of person executing] [Title of person executing] By: 'anice_DlMagdich Title: City Attorney Prepared 11/17/2016 las SSPA – Support Services Program Agreement SSA – Shared Services Agreement Between NCPA and SCPPA SUPPORT SERVICES PROGRAM AGREEMENT STATUS REPORT November 2016 Member Name Designated Representatives Confirmation NTE Amount Date Approved Alameda - AMP General Manager & AMP General Counsel $ 75,000 06/08/2016 BART Biggs Utility Director & City Attorney $ 125,000 08/09/2016 Gridley Healdsburg Lodi Utility Director & City Attorney NTE $15,000; City Manager & City Attorney NTE $20,000 $ 20,000 09/07/2016 Lompoc Utility Director & City Attorney $ 125,000 11/15/2016 Palo Alto Plumas-Sierra REC Port of Oakland Executive Director & Deputy Port Attorney $ 150,000 04/14/2016 Redding Utility Director & City Attorney $ 125,000 04/19/2016 Roseville Utility Director & City Attorney $ 50,000 10/05/2015 Santa Clara City Manager & City Attorney $ 150,000 05/24/2016 Truckee Donner PUD General Manager & General Counsel NTE $15,000; General Manager, General Counsel & Board President NTE $250,000 $ 250,000 11/02/2016 Ukiah SSPA CONFIRMATIONS EXECUTED AND IN PROGRESS No. Member Name Date Amount Vendor Name & Short Description 0001 Alameda - AMP 09/01/2016 $ 60,000 Flynn Resource Consultants; consulting electric transmission 0002 Port of Oakland 09/01/2016 $ 15,000 Flynn Resource Consultants; consulting electric transmission SSA CONFIRMATIONS EXECUTED AND IN PROGRESS No. SCPPA Member Date Amount Vendor Name & Short Description ATTACHMENT C City of Palo Alto (ID # 8119) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: MSC Zero Waste Office Remodel Title: Approval of Construction Contract Number C17168059 With Tochi in the Amount of $273,680 to Provide Construction Services for the Zero Waste Office Renovation (CIP PF-16006) From: City Manager Lead Department: Public Works Recommended Motion Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with Tochi in the amount of $248,800 (Attachment A) for the Municipal Service Center Building C Zero Waste Office Renovation, budgeted in Capital Improvement Project, Municipal Service Center Lighting, Mechanical, and Electrical Improvements (PF-16006); and 2. Authorize the City Manager or his designee to negotiate and execute one or more changes to the contract with Tochi for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $24,880. Background The Zero Waste group is part of Public Works Department Environmental Services Division, and located at the Municipal Service Center (MSC) Building C. Staff work spaces are currently dispersed in three areas of the building, which is not conducive to a collaborative work environment. The renovation will consolidate the staff into one area. Better teamwork, communication, and coordination will result by having the group housed in a single area of MSC Building C. City of Palo Alto Page 2 Discussion The renovation will improve the office function of the Zero Waste group. The renovation scope of work for the attached construction contract includes: 1) Removing an existing exterior rolling door and infilling the opening with new exterior wall, windows, and door. 2) Removing existing interiors. 3) Constructing four new offices. 4) Constructing new open office area. 5) Installing new finishes. 6) Installing new fire/life safety, mechanical, and electrical systems for the renovated area. The conversion of the exterior roll-up door to a new exterior wall was approved via a staff-level Architectural Review Board process (Attachment B). Bid Process An Invitation for Bid for the project was posted on Planet Bids on April 11, 2017. The bid period was 21 calendar days. A mandatory pre-bid meeting was held at MSC Building C on April 20, 2017. Three bids were received on May 2, 2017. Summary of Bid Process Invitation for Bid (IFB) Posted April 11, 2017 Mandatory Pre-Bid Meeting April 20, 2017 Number of Companies at Pre-Bid Meeting 21 days Number of Company Attendees at Pre- Bid Meeting 8 Number of Bids Received 3 Bid Proposal $ Range $248,800 to $572,100 The bids ranged from a low of $248,800 to a high of $572,100. The bid summary is included as Attachment C. Two of the three bids are in range of the engineer’s estimate of $200,000. Staff has reviewed all bids submitted and recommends the lump sum base bid of $248,800 submitted by Tochi be accepted and Tochi be declared the lowest responsible bidder. A change order amount of $24,880, City of Palo Alto Page 3 equal to 10% of the total contract, is requested for related additional, unforeseen work which may develop during construction. Staff confirmed with the Contractor’s State License Board that the contractor has an active license on file. Timeline The project duration is expected to be 120 days. Resource Impact Funding for this project was budgeted in the Fiscal Year 2017 Capital Improvement Program project budget for Municipal Service Center Lighting, Mechanical, and Electrical Improvements (PF-16006). Environmental Review This project is categorically exempt from the California Environmental Quality Act (CEQA) under Section 15301c of the CEQA Guidelines as repair, maintenance and/or minor alteration of the existing facilities and no further environmental review is necessary. Attachments: Attachment A: Construction Contract C17168059 Attachment B: ARB Approval Letter Attachment C: Bid Summary Invitation for Bid (IFB) Package 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C17168059 City of Palo Alto MSC-Building C- Zero Waste Renovation Project Attachment A Invitation for Bid (IFB) Package 2 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. March 17, 2017 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. March 17, 2017 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 5, 2017 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and TOCHI ("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 688424 and Department of Industrial Relations Registration Number 1000028524. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 11, 2017, City issued an Invitation for Bids (IFB) to contractors for the MSC Building C- Zero Waste Office Renovation (“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 MSC Building C- Zero Waste Office Renovation Project, located at 3201 East Bayshore Road, Palo Alto, CA. 94303 ("Project"). Invitation for Bid (IFB) Package 7 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within One Hundred Twenty calendar days ( 120) after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of Five Hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Two Hundred Forty Eight Thousand Eight Hundred Dollars ($248,800). [This amount includes the Base Bid and Additive Alternates .] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Matt Raschke AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. March 17, 2017 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to: TOCHI Attention: Hung To 3052 Oliver Drive San Jose, CA 95135 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. March 17, 2017 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. March 17, 2017 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. March 17, 2017 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. March 17, 2017 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. March 17, 2017 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. March 17, 2017 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. March 17, 2017 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR Officer 1 By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Officer 2 By:____________________________ Name:_________________________ Title:___________________________ Date:____________________________ Attachment B BID SUMMARY IFB #168059 MSC Building C - Zero Waste Office Renovation Engineer's Estimate: $200,000 Bidder Base Bid Bid Amount Tochi $248,800 $248,800 24% above E.R. Brothers Company, Inc. $257,800 $257,800 29% above SBD Commercial Interiors $572,100 $572,100 186% above % above/below Eng. Est. Page 1 of 1 Attachment C City of Palo Alto (ID # 8067) City Council Staff Report Report Type: Action Items Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Earth Day Report 2017 (EDR17) Title: Annual Earth Day and Sustainability and Climate Action Plan (S/CAP) Update From: City Manager Lead Department: City Manager Recommendation Accept this Report. This was originally an informational report, but has been converted to an Action Item to allow Council to bring up questions related to information in this report as part of the Action Item on the Strategic Implementation Plan (SIP) of the S/CAP on tonight’s agenda. It is recommended both items be taken up simultaneously. Executive Summary This report includes: Summary/Overview Background Discussion/Summary of 2016 initiatives and results, including: o Progress towards development and adoption of the Sustainability and Climate Action Plan (S/CAP) o Green House Gas (GHG) Emissions from City Operations, City and Community Activities, and from City of Palo Alto Utilities o Water Consumption and Considerations o Highlights and Accomplishments from City Departments Future Vision and Challenges Palo Alto has long been a leader in sustainability and climate action, and has made substantial progress in meeting its climate goals and forwarding its substantial sustainability commitments. Much of that progress is summarized in this report. The draft Sustainability and Climate Action Plan (S/CAP) Framework, which Council adopted November 28 2016, set an ambitious goal for GHG reductions and provided the foundation for a comprehensive S/CAP including goals, policies, and implementation actions. The final S/CAP is envisioned as a roadmap for how the City will continue its environmental stewardship, and will City of Palo Alto Page 2 include a Sustainability Implementation Plan (SIP), which will lay out the initial steps the City will need to take in 2017-2020 to both progress toward our established goals, and to build the organizational capacity and flexible platforms that will enable us to respond effectively to the changes that we will no doubt encounter on the road to 2030. Progress this year has included (partial list; additional detail below and in Attachment D): Adopted the 2030 S/CAP goal of reducing GHG emissions by 80% below 1990 levels by 2030, and adopted a draft S/CAP framework consisting of goals, guidelines and principles Began work on a Sustainability Implementation Plan (SIP) for 2017-2020 Worked to align the draft S/CAP framework and the evolving SIP into the ongoing Comprehensive Plan Update Adopted the Green Building Ordinance and Energy Reach Code Dramatic reductions in per capita water use Continued electric vehicle (EV) development (including grant funding for additional chargers in City facilities and development of pricing policy, Ride and Drive and other outreach events, fleet electrification policy and strategy) Award of $1.085 million Federal grant to support mobility alternatives Engaged 43 households in pilot Cool Block program Collaborated with other cities on ZNE workshop, sustainability finance tool kit, sustainable purchasing tool kit Joined multi-city sustainability initiatives, including Compact of Mayors and Mayors National Climate Action Agenda The challenges the City faces (in addition to the uncertain Federal policy environment) include: Matching City processes to the pace of technology, climate and policy change Continuing to encourage water conservation even as the urgency Palo Altans feel toward conservation is alleviated as Palo Alto exits near-term drought conditions. Monitoring the changes to the electric industry as it is affected by increasing solar penetration, electric vehicle adoption, controllable electric loads, and other factors and determining what changes the utility may need to make to adapt. Potential changes in relevant federal, state and regional policy Consistent assessment and efficiency enhancement of City buildings and fleet Managing S/CAP implementation, Understanding and reducing “Scope 3” emissions1 Developing, consolidating and using sustainability performance dashboards. Nurturing a culture of agility, experimentation and emergence in City government Addressing adaptation and resilience choices in the face of seal level rise and other dimensions of climate change 1 “Scope 3 emissions” are indirect emissions, such as those engendered by purchased goods and services, production of purchased goods, emissions from the use of sold products, business travel, employee commuting, transportation and distribution of electricity, and waste disposal. City of Palo Alto Page 3 Financing the future/Investing in sustainability and climate action (These challenges are discussed in more detail below.) Background Demonstrating its leadership in climate and sustainability, Palo Alto adopted one of the first municipal climate action plans in the U.S. in 2007, delivering carbon neutral electricity, and partnering with our community to develop a vision for an innovative, carbon neutral city of the future—and quickly exceeded the 20% reduction goals set by Council in the 2007 Climate Protection Plan. In 2013, Council established the Office of Sustainability in the City Manager’s Office, to work with other City departments to bring a sharper strategic focus, better inter- departmental synergy and greater momentum to the City’s sustainability and climate initiatives. On April 18, 2016, Council unanimously approved the primary goal of the S/CAP - achieving an 80% reduction in Greenhouse Gases (GHGs) below 1990 levels by 20302 - 20 years ahead of the State of California 80x50 target. Since that time, the City has: adopted an advanced Green Building Ordinance and Energy Reach Code; continued analyzing electrification options, explored Zero Net Energy buildings and districts; adopted the S/CAP Framework including Goals, Strategies, Guidelines, Design Principles and Decision Criteria; approved a Carbon Neutral Natural Gas Plan; begun aligning the S/CAP and the Comprehensive Plan Update; and drafted a Sustainability Implementation Plan for 2017-2020. On November 28, 2016, Council adopted the S/CAP Framework3, including its Guiding Principles, Decision Criteria, Design Principles, and key Goals and Strategies, as the road map for development of S/CAP Implementation Plans. On December 5, 2016, Council unanimously approved Palo Alto’s “Carbon Neutral Natural Gas Plan”4, making City of Palo Alto Utilities (CPAU) one of the first carbon neutral utilities for both electricity and natural gas in the US. This move will also help mitigate one of Palo Alto’s largest remaining sources of greenhouse gas emissions. As shown in Figure 3, Palo Alto reduced greenhouse gas (GHG) emissions an estimated 37% since 19905 in 2016 —a remarkable achievement in 26 years, with most of it accomplished in 2 http://www.cityofpaloalto.org/civicax/filebank/documents/51856 3 http://www.cityofpaloalto.org/civicax/filebank/documents/54865 4 https://www.cityofpaloalto.org/civicax/filebank/documents/55728 5 Palo Alto emissions in the 1990 baseline year are estimated at 765,920 MT CO2e, a restatement of prior estimates of 780,119 MT CO2e due to changes in “Lifecycle Emissions from Annual Total Waste placed in Landfills” and “Landfilling Recyclable Material” emissions, which have been updated based on the most recent EPA Waste Reduction Model (WARM) methodology. Most emissions noted in this report as called “estimates,” since only utility consumption (electricity, natural gas and water) are measured. Transportation emissions are modeled every few years; solid waste related emissions are calculated using established EPA protocols. Solid waste related emissions were not included in the CompPlan DEIR. Staff has been unable to obtain “confidence intervals” for the City of Palo Alto Page 4 the ten years since 2005—largely a result of the leadership of Palo Alto Utilities and the City Council’s 2013 commitment to carbon neutral electricity. Palo Alto’s largest remaining sources of greenhouse gas emissions are road transportation (approximately 66%) followed by natural gas use (approximately 29%). To achieve an 80% reduction target by 2030, Palo Alto will need to meet a target “GHG reduction budget” of about 224,600 MT CO2e6 (See Figure 1 below). The 2016 S/CAP analysis projects that 117,900 MT CO2e, or more than half of the needed additional reductions, can come from mobility related measures, 97,200 MT CO2e, or just under half from efficiency and fuel switching measures (largely in buildings), and 9,500 MT CO2e, or 4% from continuation and extension of Palo Alto’s zero waste initiatives. Figure 1. Overview of Palo Alto GHG Reduction Target relative to Business-as-Usual (MT CO2e) Discussion The national political environment has of course shifted since the last Earth Day Report. We have a new administration in the White House, a new EPA Administrator, and a lot of uncertainty around the status of existing environmental legislation, climate funding, and whether the United States will follow the historic Paris Climate Agreement - the first international treaty to mitigate global warming. transportation emissions modelling, so these estimates should be considered to have a confidence interval of at least +/-5%. 6 MT CO2e = metric tons of CO2 equivalent City of Palo Alto Page 5 The State of California – a leader in environmental advocacy for the past 50 years, beginning with setting appliance and vehicle emissions standards in the 1960s – has responded to this uncertainty by pledging to work directly with other nations and states to defend and strengthen climate change policies. And cities around the world—including the 150-member Urban Sustainability Directors Network, the 75-member Mayors National Climate Agenda, the Compact of Mayors, and the Carbon Neutral Cities Alliance—remain in the forefront of sustainability and climate action. Despite uncertainty around climate policy on the federal level, California continues to lead on climate and energy through strong government leadership, accelerated investment in clean energy, and advancement of a low-carbon economy. Key State climate change strategies include: increasing renewable electricity production to 50%, reducing petroleum use by 50% in vehicles, doubling energy efficiency savings at existing buildings, reducing GHG emissions from natural and working lands, reducing short-lived climate pollutants, and safeguarding California from the worst impacts of climate change. Cities across the US, including Palo Alto, have responded by joining together in the U.S. Mayors’ National Climate Action Agenda (MNCAA), and committing to ambitious targets to reduce greenhouse gas emissions, setting climate action, regularly reporting on progress, sharing lessons, and holding each other accountable. Even before the Presidential Election, cities around the globe started working together to combat climate change through organizations like Compact of Mayors and C40. To continue our forward progress, the City of Palo Alto will need to continue its leadership in advancing sustainability commitments. This will require continued cooperation across City departments and diverse community stakeholders, and possibly even the addition of dedicated staff to help Palo Alto achieve its sustainability goals. Climate Action The City launched its Sustainability and Climate Action Plan (S/CAP) initiative in August 2014 to chart a path to a more sustainable future, find ways to improve our quality of life, grow prosperity, and create a thriving and resilient community – all while dramatically reducing our carbon footprint. The S/CAP builds on Palo Alto’s historic leadership – and our successes exceeding the goals of our 2007 climate plan – to create an ambitious plan that also considers broader issues of sustainability, such as land use and biological resources. On April 18, 20167, Council adopted the S/CAP’s “80x30” GHG reduction goal, “supported the draft S/CAP framework,” and directed staff to return for further discussion of the S/CAP Guidelines as Design Principles, unanimously adopting those in turn November 28, 20168. Staff used the draft proposed S/CAP actions as the starting point for a near-term Sustainability Implementation Plan (SIP). Staff formed inter-departmental teams to develop a 2017 – 2020 Sustainability Implementation Plan to cover key S/CAP sections: Mobility, Efficiency and 7 http://www.cityofpaloalto.org/civicax/filebank/documents/52025 8 http://www.cityofpaloalto.org/civicax/filebank/documents/55242 City of Palo Alto Page 6 Electrification, Water Management, Zero Waste & Circular Economy, Municipal Operations, Climate Adaptation & Resilience, Regeneration & Natural Environment, and Financing Strategies. Other S/CAP sections - Community Behavior, Culture, and Innovation; and Utility of the Future - will be developed in future work phases. The Office of Sustainability led other departments in development of the 2017 – 2020 Sustainability Implementation Plan (SIP, being presented to Council as an action item tonight), delineating key initial actions towards fulfilling the S/CAP’s 2030 goals, and building organizational capacity to carry out key strategies and actions which will enable Palo Alto to reduce GHG emissions 50% by 2020. A more complete summary of the Sustainability and Climate Action Plan can be found in Attachment A: Summary of 2016 Sustainability and Climate Action Plan GHG Emissions from City Operations Overall the performance of City Operations is mixed for 2016, with large declines in emissions from power generation facilities, street lights and traffic signals, and wastewater facilities; little change in emissions from vehicle fleet, and water delivery facilities, and continued increases in emissions from buildings & other facilities and solid waste facilities (Figure 2). Figure 2: City Operations GHG Emissions: 2005 and 2013-2016 (Hydro and PAG-adjusted) Total Emissions Reduced from 42,000 MT in 2005 to 23,300 MT in 2016 City of Palo Alto Page 7 Source: City of Palo Alto Utilities More detailed analysis can be found in Attachment B: City Municipal Operations Emissions GHG Emissions from City and Community Activities Combined City Municipal Operations and Palo Alto community emissions continue to decline. In 2016, overall City and Palo Alto GHG emissions were reduced an estimated 37% from 1990 levels, slightly less than 2% beyond 2015 reductions. As shown in Figure 3 below, estimated City and community transportation related emissions declined an additional 4% from 2015 reductions, due to both a decrease in Vehicle Miles Travelled and changes in fleet composition. Natural gas emissions increased slightly from 2015, by approximately 1 %, due in part to a colder fall and winter in 2016 than in 2015, which was warmer than average. Figure 3: Palo Alto Municipal Operations and Community GHG Emissions9 9 Total Emissions are weather adjusted, with biogenic emissions excluded. Net Brown Power (fossil fuel-based) electricity emissions taper down and are not present starting in 2013 because the CPAU began purchasing Renewable Energy Credits (RECs) to offset all the GHG emissions for this power source. City of Palo Alto Page 8 Source: City of Palo Alto Utilities As illustrated in Figure 4 below, Palo Alto’s largest single source of greenhouse gas emissions is transportation into, around, and through the City (approximately 66%), followed by natural gas use (approximately 29%). While City Fleet Services reports a steady reduction in fuel consumption and emissions over the past years, the vast majority of transportation emissions are from residents, workers, and people to and from and doing business in Palo Alto. The City can’t control the cars, but it can influence the driving environment. The S/CAP is exploring multiple strategies to help people shift from using single occupancy vehicles (which dominate the commute and around town traffic flows) to a comprehensive suite of attractive mobility options. OOS is working with its partners in the Planning Department, Development Services, Fleet Services, regional business and agencies and the community to envision, explore and assess a broad spectrum of approaches for transforming mobility within the City—supported by a $1.085m “Mobility on Demand” grant from the US Department of Transportation for regional pilots of mobility alternatives. City of Palo Alto Page 9 Figure 4: 2016 Palo Alto Community-wide GHG Emissions10 Sectors Source: City of Palo Alto Utilities In 2016, Palo Alto’s Cool Block program – a pilot program of the Cool City Challenge –brought together 43 households within 12 neighborhood blocks who worked together on 1208 actions that eliminated 611,066 pounds of CO2 emissions-- an average 7.1 tons of CO2 per household. The City of Palo Alto adopted a Zero Waste policy in 2005. Since then, Palo Alto has dramatically reduced the amount of material going into landfills. Palo Alto now has a waste diversion rate of 80 percent, up from a 63 percent diversion rate in 2005 (Figure 5). Figure 5: Annual Diversion Rate, 1995-2014 10 Total Emissions are weather adjusted, with biogenic emissions excluded City of Palo Alto Page 10 Source: City of Palo Alto Public Works Department A breakdown of actual emissions numbers can be found in Attachment C: Palo Alto Community and City Municipal Operations GHG Emission GHG Emissions from City of Palo Alto Utilities Palo Alto’s biggest source of leverage to increase resource efficiency and reduce carbon impacts resides with its largest municipal business entity: City of Palo Alto Utilities (CPAU). The City’s electricity supply has been carbon neutral since 2013, when Council approved a Carbon Neutral Electric Resource Plan, committing Palo Alto to pursuing only carbon-neutral electric resources and effectively eliminating all GHG emissions from the City's electric portfolio (Figure 6). The 2016 Solar group-buy discount program, Bay Area SunShares, resulted in 28 kW of new local solar. 94 CPAU customers installed net metered PV systems in 2016 for a total capacity of 541 kW (~0.1% of load). The City added 80 megawatts (MW) of clean, renewable energy to its carbon neutral electric resources portfolio in 2016, resulting in more than 150 MW of solar power commitments throughout California. By bringing these facilities online, solar energy will now supply about one-third of Palo Alto’s total electricity needs on an annual basis. With the addition of renewable energy from these projects to other renewable resources including PA CLEAN, wind, small hydro, and landfill gas, the City is on track to reach a Renewable Portfolio Standard (RPS) of up to 60 percent in 2017. For comparison, in 2015 California adopted one of the most aggressive RPS policies in the country, requiring that all utilities in the state supply 50 percent of their retail electric sales from eligible renewable energy resources by the year 2030. City of Palo Alto Page 11 Figure 6: Electricity Portfolio: 2005-2025 (Actuals and Projections) Source: City of Palo Alto Utilities Council unanimously approved Palo Alto’s “Carbon Neutral Natural Gas Plan” on December 5, 2016 meeting, one week after approving the S/CAP Framework. The Natural Gas Plan achieves carbon neutrality for the gas supply portfolio by 1) purchasing high-quality environmental offsets equivalent to our City and community natural gas emissions (~29% of our carbon footprint); 2) pursuing efficiency strategies to reduce natural gas use, and 3) seeking opportunities to fund local offsets that finance actual emissions reductions in Palo Alto and the surrounding region. Overall residential per capita utility consumption of resources from CPAU has been steadily declining since FY 2007 (Figure 7), contributing to overall GHG emissions reductions; but energy and natural gas use ticked up last year - due in part to a colder fall and winter in 2016 than in 2015, which was warmer than average - while per capita water use continued to decline significantly. City of Palo Alto Page 12 Figure 7: Residential Per Capita Utility Consumption Declining Source: City of Palo Alto Utilities Water Consumption and Considerations The City of Palo Alto’s Urban Water Management Plan (UWMP) was updated in May of 2016. The UWMP incudes an assessment of the reliability of the City’s water sources, an analysis of water demand, identification of alternative water supply sources, a description of water conservation efforts, and a water shortage contingency plan. Although the City has experienced several drought periods since 1975, the most recent drought has had a particularly profound effect on City and customer attitudes regarding water. The current state-mandated water use reductions resulted in large numbers of landscape conversion projects as well as a dramatic shift in customer behavior regarding water use. In addition, new construction in every sector is subject to increasingly stringent regulations regarding water‐using appliances and fixtures. Because many permanent water use changes including landscape conversion has occurred as a result of rebate programs and public outreach, and because staff detects a shift in the community’s attitude regarding water use, the City’s water consumption is forecast to remain relatively stable in the future, with slight increases due to a post-drought rebound and City of Palo Alto Page 13 continued increases in economic development and population. By 2025, it is predicted that the overall trend of decreasing per capita water use will resume. In 2015 residential and multi-family water sales were responsible for 60% of total water consumption in the City. The business sectors including commercial and industrial customers consume 23%, while irrigation customers consumed 11%. Public and City facilities consume the remaining 6%. The relative share of water consumed has not changed significantly between customer types since 2010. CPAU data shows that total residential water consumption declined 17% from FY 16 to FY 15, and has declined 40% since FY 07. Much of the decline since FY 07 has come in the last two fiscal years, largely as a result of the community’s exceptional response to the current drought conditions. Total commercial, industrial research and City Facilities water consumption declined 11% from FY 16 to FY 15, and has declined 21% since FY 07. Highlights and Accomplishments from City Departments Staff is implementing more than 150 sustainability programs across the city. This section provides a summary of key activities. Administrative Services (ASD) and Public Works (PWD) – Green Purchasing: The City‘s award- winning green purchasing program has “greened” several performance criteria for structural and landscaping pest control, custodial and office supplies, and computers. The City has reduced the use of single-use plastics (bottled water, plastic bags, plastic packaging), reduced the toxicity and amount of pesticides used, and virtually eliminated products that contain mercury and dioxins. The City incrementally embeds green purchasing into its procurement procedures by revising forms, contract specifications, and contract Terms and Conditions. City of Palo Alto Utilities (CPAU): Many new programs were introduced in 2016. Council approved a carbon-neutral gas plan using environmental offsets. With customers focusing on the drought, water and gas savings were high. Electric savings were just below target. The City’s Renewal Portfolio Standard was 26.0% in 2015, and 40.2% in 2016. Executed contracts will result in RPS of 59.9% in 2017, with the remaining supply coming from hydro resources. The 2016 Solar group-buy discount program, Bay Area SunShares, resulted in 28 kW of new local solar. 94 CPAU customers installed a net metered PV system in 2016 for a total capacity of 541 kW (~0.1% of load). In May 2016, CPAU launched a pilot program to promote heat-pump water heaters. Rebate program for EV chargers using LCFS funds was launched in January 2017. Electric vehicle count in Palo Alto is estimated at around 2,000 at the end of 2016. Community Services (CSD): Community Services Department maintains over 4,000 acres of parkland. CSD reduced potable water use by approximately 25% through strategic reductions in irrigation in open space, parks, and golf courses. Posted signs at every park and preserve highlighting the City’s conservation efforts in order to lead by example. Partnered with environmental organizations and volunteers to improve habitat by removing 18,591 pounds City of Palo Alto Page 14 invasive weeds and planting a total of 10,216 native plants – 8,519 native plants were planted in the Baylands Nature Preserve and 1,697 native plants were planted in Pearson Arastradero Preserve. Development Services (DSD): Developed and gained approval on two sustainability ordinances related to green building, the green building ordinance and the energy reach code ordinance, both going into effect January 1, 2017. The new Energy Ordinance will focus on energy efficiency with solar power as a method for compliance. Presented an update on the Electrification Study in March 2017 in accordance with the Electrification Study work plan, which studied barriers and opportunities in the pursuit of electrification. Library (PACL): Library buildings include information about energy use and conservation, model new thinking regarding public building design, and sustain materials collections that aid customer education about all aspects of sustainability and the environment. PACL continues to host events and provide programs to all ages that passively or purposefully provide examples to demonstrate some aspect of sustainable practices. For example, nearly all crafts programs incorporate reuse of materials. Installed Bike Repair stations at Mitchell Park and Rinconada Libraries. Office of Emergency Services (OES): Evaluating (cost-effective and practical) means to expand the use of renewables to reduce the risk of power disruption for certain facilities. OES retained an outside expert to evaluate the existing photovoltaic (PV) grid-tied panel system and propose a design to add a battery back-up capability, so that certain locations and systems at Cubberley would remain operational even in a grid-down scenario. OES designed, developed, and now operates several vehicles and units of portable equipment, such as the Mobile Emergency Operations Center (MEOC). In addition to these energy assurance efforts, OES leads a number of other community resilience efforts, including the Emergency Services Volunteer (ESV) program that encompasses CERT, Neighborhood Watch, and other programs (www.cityofpaloalto.org/emergencyvolunteers), support of Stanford University and affiliates (such as Stanford Hospital), regional public safety planning efforts, regional training programs, coordination with private sector entities for emergency response and recovery, technology development for public safety, grant management, and other all hazards activities. Office of Sustainability (OOS): Held a community summit on January 24, 2016 that brought together more than 500 engaged and committed citizens who worked on the challenges of water, energy, and transportation; their ideas fed into the Sustainability and Climate Action Plan (S/CAP), described above, which has since been approved by Council. Developed a Financial Scan & Toolkit categorizing 44 “other than General Fund” options for financing City sustainability initiatives, and conducted two workshops. Won a $1 million federal grant for a demonstration project to reduce single-occupant vehicle driving from 75 percent to 50 percent in the Bay area using commuter trip reduction software, a multimodal trip planning app and workplace parking rebates. Led the City in joining the U.S. Mayors’ National Climate Action Agenda (MNCAA), which authored two letters to President Obama and two letters to President City of Palo Alto Page 15 Trump. Built sustainability considerations, commitments and capacity into City operations through actions such as creating an Electric Vehicle Supply Equipment (EVSE) Task Force, developing an Electric Vehicle (EV) Charging Pricing Policy, reporting GHG emissions to Climate Registry (TCR) and the Carbon Disclosure Project (CDP), and initiating a Sustainability purchasing audit. Hired two two half-time, limited term employees. Planning and Community Environment (PCE): Aligning the Comprehensive Plan for Palo Alto Update with the adopted Sustainability/Climate Action Plan and evolving implementation plans to the extent feasible, completing the analysis of Scenarios 5 & 6 for inclusion in the Comprehensive Plan Update Environmental Impact Report (EIR), assessing a more balanced approach to jobs and housing developing strategies to increase trip frequency and ridership of the expanded free shuttle service, supported activities of the new Transportation Management Association to reduce Single Occupancy Vehicle trips to/from downtown. Public Works – Engineering & Public Services: Through various Capital Improvement Projects, Public Works is working to use energy more efficiently and reduce water usage through actions such as including drought-tolerant landscaping and trees and more efficient irrigation systems in park renovations and utilizing efficient LED lighting, more efficient HVAC systems, cool roofing materials, and water saving fixtures in building projects. Utility Track Software has been acquired and installed in Facilities Management in order to benchmark and compare with similar buildings in the state and the nation, and identify and prioritize opportunities for improvement. Public Works – Fleet: The City has been steadily decreasing its unleaded fuel and diesel consumption, decreasing its fuel consumption by more than 17,000 gallons and its diesel consumption by almost 35,000 gallons from 2006 to 2016. These reductions contributed to the Fleet reducing GHG emissions 28.7% from a 2005 baseline year, which includes a 5% reduction from 2015. In addition, the City’s overall propane consumption is down due in part to modernization steps taken in Fleet. Public Works – Watershed Protection: Regional Water Quality Control Plant (RWQCP) GHG emissions decreased by more than 60% since 1990. RWQCP total recycled water usage remained relatively constant from 2015 to 2016 with a 1% decrease from 220 million gallons in 2015 to 218 million gallons in 2016. In 2016, 85 active recycled water permits were reviewed and approved for use; this is a 40% increase from 2015 when 61 recycled water permits were active. The City of Palo Alto not only met the Bay Area Municipal Regional Permit 60% trash reduction guideline, but also met the 70% trash reduction requirement one year ahead of schedule by reducing trash 84% by July 2016. Public Works – Zero Waste & Landfill: The City now has a waste diversion rate of 80 percent, up from a 63 percent diversion rate in 2005. In April 2016, the City began implementing the first phase of the Recycling and Composting Ordinance that required all large businesses and institutions, food service establishments, and multifamily complexes to subscribe to compost City of Palo Alto Page 16 services. The City anticipates that this ordinance will dramatically increase the amount of food scraps composted and kept from the landfill. The City has partnered with GoBox to provide an easy to use “to go” container for downtown Palo Alto lunchtime eaters. The City has also partnered with Rethink Disposables to provide technical support to local restaurants on how they can save money and reduce their environmental footprint by switching from disposable food service ware to reusables. The landfill closure work was completed in November 2015. The overall the trend in City of Palo Alto landfill GHG emissions is downward. Fluctuations in GHG emissions are likely the result of closure activities. Expanded departmental reports, including goals, activities and challenges, can be found in Attachment D. The City continues to gain acknowledgement for its leadership. Some of the awards won in the last year include11: Date Organization Giving Award or Recognition Person/Program Receiving Award or Recognition Title and Description of Award or Recognition 2016 California Energy Efficiency Industry Council Development Services Department Energy Champion Award - recognizes key businesses and policy leaders in California who have shown excellence in advancing energy efficiency 2016 League of American Bicyclists City of Palo Alto The City was awarded gold level status as a Bicycle Friendly Community. 2016 Moody's City of Palo Alto Water Enterprise Moody's upgraded the City's Water Enterprise bond rating from Aa2 to Aa1, a rare event for water operations. 2016 Solar Electric Power Association CPAU Solar Programs Top Ten list of utilities that integrated the most solar into the grid. #3 on the Watts-per-Customer list for 2015. 2016 Arbor Day Foundation City of Palo Alto Utilities Tree Line USA Utility - In recognition of quality tree care, annual worker training, tree planting, and public education 11 http://www.cityofpaloalto.org/gov/depts/utl/about/awards.asp & http://www.cityofpaloalto.org/services/sustainability/sustainability_news.asp City of Palo Alto Page 17 Future Vision and Challenges There is challenging work ahead. The completed Sustainability and Climate Action Plan (S/CAP), including the implementation plan currently in development, will provide a roadmap for how the City will continue its environmental stewardship and exceed state goals for GHG emission reductions. The Sustainability Implementation Plan will lay out the initial steps the City will need to take in 2017-2020 to both progress toward our established goals—and to build the organizational capacity and flexible platforms that will enable us to respond effectively to the changes that we will no doubt encounter on the road to 2030— will help Palo Alto continue its forward progress. Planning in the face of uncertainty is not a familiar practice for the City—nor for any City—but the traditional practice of extrapolating from past trends will not be sufficient in a world of rapid and sometimes exponential change. The City is addressing that challenge with 2030 goals and strategies that are high level, directional and aspirational. We understand the major moves that will need to be made over the next 14 years, and the specific moves that will need to be made in the next four, and recognize that much of the mid- and long-term plan will emerge as we orient, experiment and learn, and update the plan as we go. In order to do that effectively, staff and community will need to take an agile, experimental approach—taking and testing small steps, which in turn are steered by the SCAP Guidelines, Principles and Decision Criteria; learning from those initial explorations and experiments; and embedding our learnings into City policies, programs, practices and management systems. And we will need to find ways to not let “what we already know” stand in the way of “what we might be able to learn.” Some of the specific challenges the City faces (in addition to the uncertain Federal policy environment) include: Matching City processes to the pace of change. o As climate change accelerates, and in technology capabilities, price and performance continue to accelerate, existing processes may make it difficult for the City to make timely decision. (For example, when SCAP when finally approved with be two years old, based on three year old analyses.) Continuing to encourage water conservation even as the urgency Palo Altans feel toward conservation is alleviated as Palo Alto exits drought conditions. o Over the long term, climate change will likely result in an ever-increasing need for conservation. California may face a “multi-decadal mega-drought”12 in the future, raising potential challenges for both water supply and hydroelectric power supply. Monitoring the changes to the electric industry as it is affected by increasing solar penetration, electric vehicle adoption, controllable electric loads, and other factors and determining what changes the utility may need to make to adapt. 12 See, for example, https://uanews.arizona.edu/story/southwest-may-face-megadrought-in-this-century-ua- researchers-find City of Palo Alto Page 18 o The rapidly declining price of renewables, the rapid growth of distributed energy resources (DER) and storage, and the potential evolution of utility industry business models present strategic challenges and opportunities for CPAU. Previously framed as the Utility of the Future chapter of the S/CAP, this will be addressed in the upcoming CPAU Strategic Plan. Potential changes in relevant federal, state and regional policy. o Development Services, for example, faces continuous change in the area of state, local, and federal policy, and the changing policies don’t always align with the specific needs of Palo Alto. Consistent assessment and efficiency enhancement of City buildings and fleet. o While the City has made substantial progress in these realms, City facilities have not been subject to regular efficiency assessments, and Fleet has found it challenging to implement the City Manager’s “EVs first” policy, due to fleet utilization patterns. Managing S/CAP implementation. o Staffing constraints in departments and OOS will put a premium on better coordination and more effective [performance tracking and information sharing. Understanding and reducing Scope 3 emissions13 (e.g. from purchases of computers, furniture, cheeseburgers, etc.). o While not part of climate reporting protocols, Scope 3 emissions can be a significant part of a community’s GHG emissions14, and will only be shifted through cultural and behavioral changes, not policy and regulation. Some Scope 3 emissions, such as employee commuting and waste disposal, are already being addressed by the S/CAP and the 2017 – 2020 Sustainability Implementation Plan. But there are many other Scope 3 emissions—especially the emissions “embedded” in City and community purchases—that need further examination. The next phase of the City’s climate and sustainability planning will need to take this into account. Developing, consolidating and using sustainability performance dashboards. o The City has at least five sustainability dashboard projects in various degrees of active use. We have the opportunity to consolidate these platforms, and use them more actively to support better decision making and more timely staff and community understanding. Nurturing a culture of agility, experimentation and emergence in City government. o The City’s planning cycles and inclusive deliberative processes have the benefit 13 The most widely-used international accounting tool, the GHG Protocol, categorizes GHG emissions into three groups or “scopes”. Scope 1 covers all direct GHG emissions, such as fuel combustion. Scope 2 covers indirect GHG emissions from consumption of purchased electricity, heat or steam. Scope 3 covers other indirect emissions, such as those engendered by purchased goods and services, production of purchased goods, emissions from the use of sold products, business travel, employee commuting, transportation and distribution of electricity, and waste disposal. 14 Greenhouse Gas Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard: http://www.ghgprotocol.org/standards/scope-3-standard City of Palo Alto Page 19 of inclusiveness but a pace that sometimes means missed opportunities, and a welcome rigor that sometimes encourages over-specification in projects that are intrinsically “emergent.” S/CAP and the SIPs offer an opportunity to test more agile approaches to decision making and project management that could support faster learning cycles while preserving accountability. Addressing adaptation and resilience choices in the face of sea level rise and other dimensions of climate change. o These “big and slow” issues present both opportunities and tough questions. For example, what is the comparative economic and resilience value of investing in a second point connection to the power grid vs. expanding local electrical power generation? Financing these strategies. o The S/CAP analysis estimates that meeting Palo Alto’s 2030 S/CAP goals will require a public investment of $10 million (leveraging private investment of $760 million), estimated to generate an attractive Net Present Value15 (NPV) of $400 million. Nonetheless, however attractive the rate of return, the funds must come from somewhere, and the City’s financing capacity is finite and faces competing needs. The Sustainability Finance Toolkit16, developed by the City in collaboration with the USDN, evaluates more than 40 financing mechanisms— including carbon pricing, finds and taxes—that could complement General Fund and Enterprise Fund resources in support of Palo Alto’s sustainability and climate goals. ENVIRONMENTAL REVIEW Acceptance and discussion of this Earth Day report from Council does not meet the definition of a “project” under the California Environmental Quality Act and therefore no environmental review is required. Attachments: Attachment A: Summary of Sustainability and Climate Action Plan Attachment B: City Municipal Operations Emissions Attachment C: Palo Alto Community and City Municipal Operations GHG Emission Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Attachment E: Sustainability Policy and Organizational Structure 15 Net Present Value, defined as the present value of the future net cash flows from an investment project, evaluates the relative worthiness of an investment. 16 http://usdn.org/public/page/32/Government-Operations Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 1 of 7 Attachment A: Summary of 2016 Sustainability and Climate Action Plan Summary Description of the 2016 Sustainability and Climate Action Plan On April 18, 2016 the Palo Alto City Council unanimously approved the primary goal of the S/CAP - achieving an 80% reduction in Greenhouse Gases (GHGs) below 1990 levels by 20301. On November 28, 2016, Council adopted the Sustainability and Climate Action Plan (S/CAP) Framework, including its Guiding Principles, Decision Criteria, Design Principles, and key Goals and Strategies, as the road map for development of subsequent S/CAP Implementation Plans2. As of the end of 2016 Palo Alto reduced GHG emissions an estimated 38% since 19903. (See Figure 1) Palo Alto’s largest remaining sources of greenhouse gas emissions are road transportation (approximately 66%) followed by natural gas use (approximately 29%). Figure 2 illustrates the current sources breakdown more clearly. Figure 3 provides another view of the relative size of Palo Alto’s emissions sources. Over the next 13 years, a variety of external drivers, including Federal and state policy (such as building efficiency and vehicle efficiency standards) and demographic changes, are expected to reduce Palo Alto emissions to an estimated 45% below 1990 emissions by 20304—in line with the State of California’s recently approved 2030 reduction target of 40%. Initiatives that the City has already approved or set in motion (such as existing City of Palo Alto Utilities (CPAU) efficiency incentive programs, Palo Alto’s existing Green Building Ordinance and Reach Code, and the Bicycle and Pedestrian Plan), will bring emissions down to an estimated 52% of 1990 levels by 2030. These trajectories are shown in Figure 3. The additional GHG reduction between those already “in-the-pipeline” reductions and the 80% reduction target for 2030 is about 224,600 metric tons (MT) CO2e5, and is Palo Alto’s target “GHG reduction budget.” The S/CAP projects that 117,900 MT CO2e, or more than half of the needed additional reductions, can come from mobility related measures, 97,200 MT CO2e, or just under half from efficiency and fuel switching measures (largely in buildings), and 9,500 MT CO2e, or 4% from continuation and extension of Palo Alto’s zero waste initiatives. These emission reduction budgets are shown in Figure 4. 1 Staff Report 6754: Sustainability/Climate Action Plan and Annual Earth Day Report, http://www.cityofpaloalto.org/civicax/filebank/documents/51856 2 Staff Report 7304: Discuss and Approve S/CAP Framework, Principles & Guidelines, http://www.cityofpaloalto.org/civicax/filebank/documents/54865 3 Palo Alto emissions in the 1990 baseline year are estimated at 780,119 MT CO2e, a restatement of prior estimates based on revised analyses using updated emissions models. Most emissions noted in this report as called “estimates,” since only utility consumption (electricity, natural gas and water) are actually measured. Transportation emissions are modeled every few years; solid waste related emissions are calculated using established EPA protocols, and lag by one year. Solid waste related emissions were not included in the CompPlan DEIR. 4 Based on the “business as usual” analysis conducted for the CompPlan DEIR. 5 MT CO2e = metric tons of CO2 equivalent Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 2 of 7 Figure 1. Palo Alto Community-wide GHG Emissions6 (MT CO2e)7 Source: City of Palo Alto Utilities 6 Total Emissions are weather adjusted, with biogenic emissions excluded 7 Net Brown Power (fossil fuel-based) electricity emissions taper down and are not present starting in 2013 because CPAU began purchasing Renewable Energy Credits (RECs) to offset all the GHG emissions for this power source, and replacing brown power with increasing purchases of renewable energy. 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 900,000 1990 2005 2013 2014 2015 2016 Em i s s i o n s ( M T o f C O 2 e ) Palo Alto Municipal Operations and Community GHG Emissions Natural Gas Distribution Leakage Lifecycle Emissions From Annual Total Waste Placed in Landfills Wastewater Process Emissions Landfilling Recyclable Material Palo Alto Landfill Fugitive Emissions Net Brown Power Emissions (Weather adjusted) Natural Gas Use (in therms) Road Travel into, from, and within City Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 3 of 7 Figure 2. 2016 Palo Alto Community-wide GHG Emissions8 Sectors Source: City of Palo Alto Utilities Figure 3. Overview of Palo Alto GHG Reduction Target relative to Business-as-Usual (MT CO2e) The S/CAP focuses on pathways to a low-carbon future, and initiatives addressing mobility, energy, city operations, water, green infrastructure, adaptation and regeneration as part of a holistic framework for sustainability. Specifically, it contains Goals and Strategies for reducing 8 Total Emissions are weather adjusted, with biogenic emissions excluded Natural Gas 29% Natural Gas Leakage 1% Landfill Fugitive Emissions 1% Wastewater Process Emissions 1% Lifecycle Emissions From Annual Waste to Landfills 0% Landfilling Recyclable Material 2% Road Travel 66% 2016 Palo Alto Community-wide GHG Emissions Sectors Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 4 of 7 Palo Alto’s GHG emissions from the current level of 38% below 1990 levels to 80% below 1990 levels by 2030 (“80x30”), 20 years ahead of the State of California 80x50 target. This represents a GHG reduction “budget” of approximated 224,600 MT CO2e (as shown in Figure 4 below). Figure 4: 80x30 GHG Reduction Budget (MT CO2e) The S/CAP is organized around ten sustainability chapters, including some without direct quantifiable impacts on greenhouse gas emissions, but which are central to a holistic approach for sustainability in Palo Alto that protects and enhances our natural resources for generations to come. The Goals and Strategies for GHG reduction are summarized below: Mobility: o Make it more convenient not to drive by developing responsive, multimodal, service-focused transportation services o Shift subsidies from free parking to support non-SOV travel o Encourage land use patterns that reduce both congestion and climate impacts. o Support policy changes that promote EV charging infrastructure in public and private development and that encourage EV use by residents and commuters Building Energy Efficiency & Electrification: o Pursue large gains in energy, and materials efficiency in buildings and operations o Pursue the adoption of an Energy Reach Code that drives energy efficiency through our building codes o Emphasize integrative design and streamlined policy approaches o Explore building stock upgrades to Zero Net Energy or Net Positive through design, efficiency, renewables and bundled services packages 153,400 97,200 117,900 48,500 80,800 272,800 780,119 0 100000 200000 300000 400000 500000 600000 700000 800000 900000 1990 2030 Baseline emissions GHG reductions achieved through 2014 BAU1 - State measures through 2030 BAU2 - Existing Palo Alto initiatives S/CAP measures (Mobility) S/CAP measures (Energy in Buildings) S/CAP measures (Waste) Remaining emissions Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 5 of 7 o Encourage all-electric new construction (if technically and legally feasible, cost effective and directed by City Council) o Rapidly upgrade existing building stock resource efficiency (residential and commercial) o Support a systematic shift from natural gas to all-electric systems9 and/or renewable natural gas (if technically and legally feasible, cost-effective and directed by City Council) Zero Waste and the Circular Economy o Divert 95% of Waste from Landfills by 2030, and ultimately achieve Zero waste o Minimize Energy and Pollution from waste collection, transportation and processing Water Management: o Reduce Water Use o Utilize the right water quality for the right use o Ensure sufficient water quality and quantity o Protect the Bay, other Surface Waters, and Groundwater o Lead in Sustainable Water Management Sea Level Rise Response: o Plan for the Coming Changes in our Climate and Environment o Protect the City from Climate Change-Induced Hazards o Adapt to Current and Projected Environmental Conditions o Empower the Local Community and Foster Regional Collaboration Municipal Operations – Leading the Way o Create Energy and Water Efficient City Buildings o Minimize City Fleet Emissions and Maximize its Efficiency o “Default to Green” purchasing for products and services o Embed sustainability in city procurement, operations and management o Set targets and tracking performance metrics for City sustainability performance o “Walk the talk” by ensuring the City goes first on any sustainability actions requested or required of the community Natural Environment Protection: o Renew, Restore, and Enhance resilience of our natural environment o Align Planning for Management of our Natural Environment with the S/CAP and other key City Plans o Maximize Carbon Sequestration and Storage in the Natural Environment Utility of the Future: o Adapt CPAU offerings and business model to potentially disruptive challenges facing the utility industry, including distributed generation & storage, and “grid defection” o Explore micro-grids, nano-grids and other resilience strategies 9 See analysis of electrification strategies, Staff Report 5971, August 2015 Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 6 of 7 Community Behavior and Culture Change o Challenge community to consider the impact on future generations of choices in lifestyle, purchases and investment. o Engage and support community through neighborhood initiatives, interactive tools, etc. Information systems: o Advance “smart city” platforms for transportation, utilities, buildings, operations, finance, etc. o Provide transparent reporting and open data to track performance, build knowledge and fuel innovation Financing Strategies: o Finance cost-effective initiative through multi-channel, non-general fund, local and external investment in support of these goals, to the extent permitted by existing legal and regulatory framework applicable to the City. Council approved (November 28, 2016) a set of guiding principles, design principles and decision criteria to guide decision-making. In both evaluating the S/CAP, and in developing and evaluating future programs guided by it, the City is guided by the guiding principles and design principles below. In selecting specific programs and policies to pursue, and in allocating public resources to support them, the City will be guided by the decision criteria below: Guiding Principles The Vision Statement for the 1998 Comprehensive Plan Governance Element declares that: “Palo Alto will maintain a positive civic image and be a leader in the regional, state, and national policy discussions affecting the community. The City will work with neighboring communities to address common concerns and pursue common interests. The public will be actively and effectively involved in City affairs, both at the Citywide and neighborhood levels.”10 S/CAP builds on that vision with these guiding principles as a basis for effective and sustainable decision-making: Consider “sustainability” in its broadest dimensions, including quality of life, the natural environment and resilience, not just climate change and greenhouse gas emissions reductions. Address the sustainability issues most important to the community and select most cost-effective programs and policies—recognizing that this will entail moral and political, as well as economic, decision factors. Seek to improve quality of life as well as environmental quality, economic health and social equity. Foster a prosperous, robust and inclusive economy. Build resilience—both physical and cultural—throughout the community. 10 http://www.paloaltocompplan.org/plan-contents/governance-element/ Attachment A: Summary of 2016 Sustainability and Climate Action Plan Page 7 of 7 Include diverse perspectives from all community stakeholders, residents, and businesses. Recognize Palo Alto’s role as a leader and linkages with regional, national and global community. Design Principles Focus on what’s feasible—recognizing that technology and costs are shifting rapidly. Prioritize actions that are in the City’s control – recognizing that we can urge others to join us, but leading by example is most effective Be specific about the actions and costs to achieve near-term goals, while accepting that longer-term goals can be more aspirational Use ambient resources: Maximize the efficient capture and use of the energy and water that fall on Palo Alto. Full cost accounting: Use total (life cycle) cost of ownership and consideration of externalities to guide financial decisions, while focusing on emission reductions that achievable at a point in time (i.e. not on life cycle emissions). Align incentives: Ensure that subsidies, if any, and other investment of public resources encourage what we want and discourage what we don’t want. Flexible platforms: Take practical near term steps that expand rather than restrict capacity for future actions and pivots. Decision Criteria Greenhouse gas impact Quality of life impact Mitigation cost Return on investment (ROI) Ecosystem health Resilience Impact on future generations Council directed Staff to create a Sustainability Implementation Plan (SIP) specifying actions needed to build City capacity to achieve the “80x30” GHG reduction goal. Staff used proposed S/CAP actions to construct a near-term SIP. Staff formed inter-departmental teams to develop a 2017 – 2020 Sustainability Implementation Plan to cover key S/CAP sections: Mobility, Efficiency and Electrification, Water Management, Zero Waste & Circular Economy, Municipal Operations, Climate Adaptation & Resilience, Regeneration & Natural Environment, and Financing Strategies. Other S/CAP sections - Community Behavior, Culture, and Innovation; and Utility of the Future - will be developed in future work phases. Attachment B: GHG Emissions of City Municipal Operations Page 1 of 4 Attachment B: GHG Emissions of City Municipal Operations: Comparison Data City municipal operations related emissions drivers and associated emissions are shown below. Table B1: City Operations GHG Emission in 2005 and 2013-2016 (in MT of CO2 equivalent) – Biogenic and Anthropogenic, not normalized for hydro conditions or PAG purchases – 2005 2013 2014 2015 2016 Scope 1 Biogenic Scope 2 Scope 1 Biogenic Scope 2 Scope 1 Biogenic Scope 2 Scope 1 Biogenic Scope 2 Scope 1 Biogenic Scope 2 Buildings and Other Facilities 8,723 0 1,819 5,365 0 0 8,177 0 0 8,053 0 0 9,767 0 0 Streetlights and Traffic Signals 0 0 689 0 0 0 0 0 0 0 0 0 0 0 0 Water Delivery Facilities 2 0 67 91 0 0 41 0 0 54 0 0 79 0 0 Wastewater Facilities 8,504 16,689 2,546 5,024 11,183 0 4,913 10,861 0 5,840 11,054 0 5,892 17,462 0 Vehicle Fleet 2,835 1 0 2,399 0 0 2,523 0 0 2,373 0 0 1,903 0 0 Power Generation Facilities 0 0 8,570 0 0 0 23 0 0 333 0 0 468 0 0 Solid Waste Facilities 6,846 2,994 29 6,642 2,919 0 8,470 6,436 0 8,014 5,941 0 10,160 6,120 0 Other Processes & Fugitive Emissions 3 0 0 4 0 0 4 0 0 6 0 0 4 0 0 TOTAL 26,912 19,684 13,720 19,525 14,102 0 24,151 17,297 0 24,673 16,995 0 28,273 23,582 0 Scope 1 and Scope 2 emissions are non-biogenic emissions that are caused by human activity. Biogenic emissions are assumed to be net carbon neutral and not reported under GHG emission reporting protocols. Scope 2 emissions from electricity were eliminated starting in 2013 by the purchase of Renewable Energy Credits (RECs) under the Carbon Neutral Plan. Table B2 below shows the transformation of the data in Table B1 above by excluding biogenic emissions, and shows a 30.4% reduction in Scope 1 and Scope 2 emissions from the 2005 baseline. Attachment B: GHG Emissions of City Municipal Operations Page 2 of 4 Table B2: City Operations GHG Emission in 2005 and 2013-2016 (in MT of CO2 equivalent) Excludes Biogenic, not normalized for hydro conditions or PAG purchases GHG Emissions comparison (Scope 1 & 2) 2005 2013 2014 2015 2016 Water Delivery Facilities 69 91 41 54 79 Wastewater Facilities 11,049 5,024 4,913 5,840 5,892 Vehicle Fleet 2,835 2,399 2,523 2,373 1,903 Streetlights & Traffic Signals 689 0 0 0 0 Solid Waste Facilities 6,876 6,642 8,470 8,014 10,160 Power Generation Facilities 8,570 0 23 333 468 Buildings & Other Facilities 10,542 5,365 8,177 8,053 9,767 TOTAL 40,629 19,521 24,147 24,667 28,269 Percentage reduction from 2005 baseline 52.0% 40.6% 39.3% 30.4% Table B2 does not include the effects of the purchase of PaloAltoGreen resources and the normalization of the vagaries of hydroelectric supply conditions. Table B3 below does adjust for these two effects and shows a 44.2% reduction in emissions from the 2005 baseline year. Table B3: City Operations GHG Emission in 2005 and 2013-2016 (in MT of CO2 equivalent) Excludes Biogenic, normalized for hydro conditions and PAG purchases GHG Emissions comparison (Scope 1 & 2) 2005 2013 2014 2015 2016 Water Delivery Facilities 74 91 41 54 78 Wastewater Facilities 11,269 5,024 4,616 4,225 2,914 Vehicle Fleet 2,835 2,399 2,346 2,373 1,903 Streetlights & Traffic Signals 748 0 0 0 0 Solid Waste Facilities 6,878 6,642 8,470 8,014 10,160 Power Generation Facilities 9,308 0 23 173 54 Buildings & Other Facilities 10,698 5,365 8,175 7,060 8,216 TOTAL 41,811 19,521 23,670 21,899 23,326 Percentage reduction from 2005 baseline 53.3% 43.4% 47.6% 44.2% Attachment B: GHG Emissions of City Municipal Operations Page 3 of 4 Figure 1 below graphically illustrates Table B3 and is a reproduction of Figure 1 from the body of the report. Figure 1: City Operations GHG Emissions: 2005 and 2013-2016 (Hydro and PAG-adjusted) Total Emissions Reduced from 42,000 MT in 2005 to 23,300 MT in 2016 The primary drivers for GHG emission reduction performance are: • Building and Other Facilities – Due to enactment of the Carbon Neutral Plan in March 2013, all electricity consumed by the City in 2013 had zero carbon emissions. The City began purchasing carbon offsets through the PaloAltoGreen Gas (PAGG) program in July 2015, which reduced emissions from natural gas consumption relative to 2014. Increased natural gas usage (even with PAGG offsets) increased emissions in 2016. • Power Generation Facilities – This category accounts for transmission and distribution system losses. The City divested its ownership of the COTP transmission line in 2009, resulting in a lower loss allocation to the City. Distribution loss-related emissions also were eliminated in 2013 due to carbon neutral electric supplies. • Solid Waste Facilities – Closure and capping of the landfill, resulting in less methane production and leakage in CY 2012. Higher collection and improved monitoring, Attachment B: GHG Emissions of City Municipal Operations Page 4 of 4 combustion of biogenic landfill gas through flaring, and uncaptured methane leakage have resulted in increased emissions since 2014. • Streetlights and Traffic Signals – No emissions are reported due to conversions to highly efficient LED streetlights (note, only metered fixtures are shown) and carbon neutral electricity supply. • Vehicle Fleet – Fleet Services saw a slight reduction in consumption of CNG fuels in 2016. • Wastewater Facilities – 74% emissions reduction from 2005 baseline reflects use of landfill gas for incinerator, optimized use of gas from incinerator tuning, and use of carbon neutral electricity. The 31% decrease from 2015 was due to purchasing PaloAltoGreen Gas (PAGG) for use in the incinerator. • Water Delivery Facilities – There has been fluctuating energy use for water pumping, with a decrease in activity for 2014 and 2015. Attachment C: Palo Alto Community and City Municipal Operations GHG Emission Page 1 of 2 Attachment C: Palo Alto Community & City Municipal Operations GHG Emission: Restated reduction of 35% since 2005, 37% since 1990 1990**** 2005 2013 2014 2015 2016 Consumption Quantity Emissions (MT of CO2e) Consumption Quantity Emissions (MT of CO2e) Consumption Quantity Emissions (MT of CO2e) Consumption Quantity Emissions (MT of CO2e) Consumption Quantity Emissions (MT of CO2e) Consumption Quantity Emissions (MT of CO2e) Notes Scope 1 Emissions Natural Gas Use (therms) 36,589,986 194,000 31,374,970 166,350 30,336,076 160,842 26,103,713 138,402 25,491,698 135,153 25,846,328 137,141 1 Natural Gas Distribution Leakage 4,718 4,718 4,718 4,781 4,781 4,781 2 Palo Alto Landfill Fugitive Emissions 24,325 9,900 5,110 9,427 8,617 6,527 3 Palo Alto Landfill Gas Flaring (biogenic) 11,993 2,994 2,919 6,436 5,941 5,463 3 Wastewater Process Emissions 8,504 8,504 5,024 4,616 4,080 2,914 4 City of Palo Alto Vehicle Fleet 2,835 2,835 2,399 2,523 2,373 1,903 5 Scope 2 Emissions -- Actual Total Electric Load (MWh) 996,091 986,241 978,561 963,254 945,744 Hydro Supply (MWh)***** 548,760 406,570 266,026 256,570 406,975 Renewables Supply (MWh) 49,980 188,086 172,139 235,491 361,290 Brown Power Supply (MWh) 186,000 397,352 158,427 391,585 0 540,370 0 471,193 0 177,479 0 6a Palo Alto Green Purchases (MWh) 30,601 -12,201 N/A N/A N/A N/A 7 Scope 2 Emissions -- Weather Adjusted*** Total Electric Load 996,091 986,241 978,561 963,254 945,744 Hydro Supply (MWh) 514,073 514,073 514,073 531,538 536,768 Renewables Supply (MWh) 49,980 188,086 172,139 235,491 361,290 Brown Power Supply (MWh) 186,000 432,038 172,257 284,082 113,266 292,324 116,552 196,226 78,237 47,686 19,013 6b Palo Alto Green Purchases (MWh) 30,601 -12,201 0 0 0 0 0 7 Scope 3 Emissions Commute into, from, and within City 329,005 369,035 317,321 326,773 326,923 314,004 8 Lifecycle Emissions From Annual Total Waste Placed in Landfills 2,883 9,900 2,883 5,110 1,931 9,427 1,919 8,617 1,986 6,527 1,850 9 Landfilling Recyclable Material 13,650 13,650 8,934 8,892 9,910 9,905 9 Total Emissions (weather adjusted, biogenic excluded) 765,920 737,931 506,279 497,333 493,823 479,025 Emission Reduction (since 2005) 31% Emission Reduction (since 2005) 33% Emission Reduction (since 2005) 33% Emission Reduction (since 2005) 35% Emission Reduction (since 1990) 34% Emission Reduction (since 1990) 35% Emission Reduction (since 1990) 35.53% Emission Reduction (since 1990) 37.46% Attachment C: Palo Alto Community and City Municipal Operations GHG Emission Page 2 of 2 Notes: 1 Total Community supply of natural gas use/delivery. Adjusted for purchases of carbon offsets through PaloAltoGreen Gas program. 2 Leakage from the natural gas distribution system- modeled result, unchanged over the period. 3 Now using 40CFR Part HH methodology, per AB32. Estimates provided in prior estimates have been revised to reflect current methodology. 4 Represents N2O emissions from biological treatment process and release of Nitrogen. 5 City of Palo Alto Vehicle Fleet emissions are Scope 1 emissions. For more accuracy in reporting, they are separated out from the Scope 3 "Commute into, from, and within City" emissions. 6 a. Represents actual quantity of brown power related emission @ 879 lbs/MWh in 2005 and 2012; not applicable beyond 2012 due to Carbon Neutral electric supply. b. Weather normalized (for hydroelectric generation) quantity of brown power. No GHG impact in 2016. 7 Emissions saved due to purchase of PaloAltoGreen (PAG) related Renewable Energy Credits (RECs). PAG related RECs not included in 2013 – 2015 due to Carbon Neutral Plan, and not included in 2016 due to Carbon Neutral electric supply. 8 Road travel estimates are based on emissions modeling, not on actual measurements. The 2016 estimate is from Placeworks On‐Road Transportation Greenhouse Gas Emissions Inventory Technical Memorandum from February 28, 2017. Study results from Fehr and Peer (03/19/2013) using Valley Transportation Authority regional transportation model based Vehicular Miles Travelled (VMT) and vehicular profiles - does not account for Palo Alto specific parameters related to greater penetration of alternate fuel vehicles, bicycle use, etc. 2012 - 2013 estimates were from a subsequent 2016 Fehr and Peer analysis. 9 Based on most recent EPA WARM methodology, based on characteristics and tons of material landfilled; prior year emissions have been updated using new WARM methodology. Landfilled amount in 2016 down 34% compared to 2005. * Municipal emissions related to electricity and natural gas consumption included within utility load numbers; fleet vehicle emissions also assumed to be included in community wide commute related emissions estimates made by consultant. ** Table excludes biogenic emissions related to: Landfill gas flaring and WQCP sludge incineration. *** Normalized to account for the vagaries of weather on hydroelectric supplies. No GHG impact starting in 2013 due to Carbon Neutral Plan. Because of the timing of the Earth Day Report, the meter data from renewable power counterparties is not prepared yet, so invoice data is used for some months. The 2015 estimates have been with updated with the most accurate data. **** 1990 emissions data, where unavailable, were assumed to be equal to 2005 values. ***** The hydro supply number changed for 2015 because the percentage received of Western Area Power Administration (WAPA) base resource hydro power changed on Jan 1, 2015, and was not accurately reflected in last year’s Earth Day Report Attachment C. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 1 of 57 Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Department Name: Administrative Services Department (ASD) and Public Works (PWD) - Green Purchasing Background: PWD and CMO initiated development of the City’s Green Purchasing Policy following adoption of the 2007 Climate Protection Plan and the City’s 2008 Environmentally Preferable Purchasing (EPP) Policy1. PWD coordinates with ASD and other City departments to incorporate green purchasing priorities into contract language and purchasing operations as resources and program priorities allow. In past Earth Day reports, Green Purchasing was listed as an ASD objective. In 2017, this has been revised to clarify that PWD leads this effort, although ASD partners with PWD and incorporates its own green purchasing objectives into City operations when it can. Green Purchasing program development has not been budgeted for in either ASD or PWD; as a result, staffing constraints limit Staff’s ability to robustly implement green purchasing policies or objectives that are not otherwise required by specific City policies or regulations that do have budgeted resources. Strategy: In 2015, the City Manager established a “default to green” strategy that makes the greener product the norm rather than the exception: Prioritize products and services to green based on City policies, regulatory drivers and “low hanging fruit”; Incorporate green purchasing into the City’s policies and purchasing procedures. Goals: Goal 1: The City’s “default to green” procurement policy is the standard for aligning Purchasing procedures with the City’s environmental policies, regulatory requirements and Council directives; Goal 2: The City purchases goods and services that value product performance, human health, and environmental health as outlined in the City’s Green Purchasing Policy and subsequent guidelines2; Goal 3: The City provides dedicated staff and budget to implement green purchasing. Initiatives and Activities: The City‘s award-winning green purchasing program has “greened” performance criteria for several purchase categories, including structural and landscaping pest control, custodial and office supplies, computers and the City fleet3. The City has reduced the use of single-use plastics (bottled water, plastic bags, plastic packaging), reduced the toxicity and amount of pesticides used, and virtually eliminated products that contain mercury and dioxins. The City incrementally embeds green purchasing into its procurement procedures by revising forms, contract specifications, and contract Terms and Conditions, and by training staff 1 http://www.cityofpaloalto.org/civicax/filebank/documents/32651 2 http://cityconnect/civica/filebank/blobdload.asp?BlobID=2287 3 Fleet procurement policies are discussed in more detail under Public Works– Fleet Division on page 37. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 2 of 57 in the application of these procedures. Top Three Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome Develop “default to green” options where appropriate and align City procurement with City environmental goals, policies, regulatory requirements and Council directives. Continue to implement the City’s Green Purchasing three year plan (2015- 2017)4, goals, objectives and a timeline. 2016 projects: Implementation continued and included: • A new “managed print service” contract which will monitor paper use and provide sophisticated scanning services to archive and retrieve files thereby reducing paper consumption. The City is targeting the use of 100% recycled content paper in copier machines that are provided for this service, but may need to use 30% due to manufacturer recommendations. This outcome will be finalized in 2017. • The Purchasing Department is greening custodial products that are centrally distributed from its warehouse for staff use. This project will be completed in 2017. • PWD–Watershed Protection revised the City’s Single-use Plastic Policy to address plastic foam primary packaging (most commonly found in computer purchases). Manufacturers may only use packaging that can be recycled in Palo Alto’s recycling program or must take back the packaging, or pay for the City’s disposal 4 \\staff.copa\files\Public\Green Purchasing\Palo Alto's Policy and Plan Development\2015 Reboot\2016 Revisied Green Purchasing Timeline for SCAP.xlsx Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 3 of 57 costs. This will be challenging to enforce, but staff has open discussion lines with vendors about packaging preferences. • Updated procedures to better inform the community and enforce the City’s policy which prohibits City purchases of bottled water and other designated single- use plastics. City Auditor review of the Green Purchasing policy implementation Determine how well the City’s Green Purchasing Policy is being enforced, and obstacles that must be addressed. The Audit will conclude in 2017. A City Council–Policy and Services Committee meeting has been scheduled for March 2017. Partner with regional green purchasing efforts. Learn, contribute, and leverage regional partnerships to improve the City’s green purchasing program; Leverage opportunities outside of Palo Alto operations to further environmental performance goals related to green purchasing. • The City worked with an Urban Sustainability Directors Network project to draft The Buck Starts Here–Sustainable Procurement Playbook for Cities5. (Primary funding for this project was provided by the USDN Innovation Fund. Additional funding was provided by the Roy A. Hunt Foundation). Agency partners included the cities of Palo Alto, San Francisco, Chicago, Washington D.C. and others. • RWQCP staff served the first year of a three year term on the Advisory Committee for Electronic Product Environmental Assessment Tool (EPEAT) program6. Staff will explore opportunities to reduce plastic packaging in electronics. 5 https://www.usdn.org/uploads/cms/documents/rpn-usdn-sustainable-purchasing-playbook- 101216_final.pdf?source=http%3a%2f%2fusdn.org%2fuploads%2fcms%2fdocuments%2frpn-usdn-sustainable- purchasing-playbook-101216_final.pdf 6 http://www.epeat.net/ Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 4 of 57 Data: New data will be available in 2017 related to the audit that is being performed by the City of Palo Alto Auditor’s Office. Top Two Sustainability Initiatives for 2017 Sustainability Initiative Objective Anticipated Outcome(s) Review recommendations of City Auditor to best comply with the City’s Green Purchasing Policy Improve the City’s Green Purchasing Program. Funding for staff and required budget will likely be a fundamental discussion point, along with considering the recommendations for green purchasing projects and programs that are already in place. PWD will continue participation in EPEAT Advisory Committee. Discuss plastic packaging in computer purchases. Staff will meet with Hewlett Packard Environmental Affairs Director to discuss packaging concerns and options. Challenges: The City’s green purchasing initiative lacks dedicated budget and staff resources. In 2016, a large amount of staff time was devoted to the audit process which limited implementation of the Green Purchasing Workplan objectives during 2016. Public Works is considered the lead for green purchasing implementations. A better model is required where all departments are held accountable in complying with green purchasing policy with better wired–and funded–leadership from both Administrative Services and Public Works. Current reporting systems, both from vendors and internal, don’t provide sufficient information to evaluate and manage the initiative. # # # Supplemental Materials: Please see attached: 2015-2017 Green Purchasing Workplan7 Green Purchasing Policy8 USDN Playbook9 7 \\staff.copa\files\Public\Green Purchasing\Palo Alto's Policy and Plan Development\2015 Reboot\2016 Revisied Green Purchasing Timeline for SCAP.xlsx 8 http://cityconnect/civica/filebank/blobdload.asp?BlobID=2287 9 https://www.usdn.org/uploads/cms/documents/rpn-usdn-sustainable-purchasing-playbook- 101216_final.pdf?source=http%3a%2f%2fusdn.org%2fuploads%2fcms%2fdocuments%2frpn-usdn-sustainable- purchasing-playbook-101216_final.pdf Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 5 of 57 Department: City of Palo Alto Utilities (CPAU) Background: The mission of CPAU is to earn a high level of customer satisfaction by providing cost competitive, safe, reliable and environmentally sustainable utility services. Strategy: Continue to implement cost effective energy efficiency and water conservation programs Continue to implement customer behavioral programs to encourage conservation and efficiency Implement Local Solar Plan with objective of providing 4% of the community’s electrical energy needs from local solar resources by 2023 Maintain the City’s 100% carbon neutral electric supply Facilitate adoption of electric vehicles (EVs) in Palo Alto by providing time of use (TOU) electric rate option to residential customers and by optimally utilizing Low Carbon Fuel Standard (LCFS) revenue for the benefit of EV owners in Palo Alto Implement pilot programs to encourage electrification of natural gas appliances, specifically for water heating and space heating, in both existing and new buildings Implement the green gas program to annually procure certified carbon offsets (local offsets where possible) in quantities equal to total emissions related to natural gas use in Palo Alto. Seek and test emerging technologies that have the potential to enable CPAU to provide more effective utility services Consistent with cost of service requirements, provide customer rates that encourage efficiency/conservation, greater EV adoption and electrification of natural gas appliance Goals: Reduce electric energy use by at least 5.7% between 2018 and 202710 (no GHG impact since electric supply portfolio is carbon neutral) Reduce natural gas use by at least 5.1% between 2018 and 2027 (7,800 metric tons per year of GHG reduction by 2027) Reduce water use to 135 gallons per capita per day by 2040 (40% by 2040 from 2015 levels). Generate at least 4% of electrical energy from local solar by 202311 (no GHG impact) Continue to procure long-term renewable electric supplies to maintain carbon neutral electric supplies (no GHG impact since electric supply portfolio carbon neutral) Implement and manage the green gas program to offset the emissions related to natural gas combustion in Palo Alto. 10 For the updated 10-year electric energy efficiency goals, see: http://www.cityofpaloalto.org/civicax/filebank/documents/56087 For the updated 10-year gas energy efficiency goals, see: https://www.cityofpaloalto.org/civicax/filebank/documents/56113 11 For Local Solar Plan, see: https://www.cityofpaloalto.org/civicax/filebank/documents/39981 Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 6 of 57 Initiatives and Activities: Top Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome Electricity and Natural Gas Efficiency and Conservation Programs Promote resource efficiency to commercial and residential customers for cost savings, lowered consumption, and avoided greenhouse gas emissions. Many new programs were introduced this year, including the Home Efficiency Genie audit and residential online utility. With customers focusing on the drought, water and gas savings were high. Electric savings were just below target. Renewable Portfolio Standard (RPS) eligible electric supplies Increase renewable energy in CPAU’s electric portfolio The City’s RPS was 26.0% in 2015, and 40.2% in 2016. Executed contracts will result in RPS of 59.9% in 2017, with the remaining supply coming from hydro resources. Local Solar Program Increase local solar generation from 0.7% of total load to 4.0% by 2023. The 2016 Solar group-buy discount program, Bay Area SunShares, resulted in 28 kW of new local solar. 94 CPAU customers installed net metered PV systems in 2016 for a total capacity of 541 kW (~0.1% of load). PaloAltoGreen Gas Design a program to reduce the carbon footprint of the gas utility. Council approved a carbon-neutral gas plan using carbon offsets. Drought Response Meet the State’s mandated drought-related water savings goals (see figure D-5 for actual reductions). The compliance period is from June 1, 2015 through October 31, 2016. Potable water use was reduced 34% over the compliance period. Long-term potable water use reduction Reduce long-term water use in order to comply with the State’s 20% by 2020 per capita water use reduction requirement. The 20% by 2020 target has already been achieved and exceeded. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 7 of 57 Sustainability Initiative Objective Outcome Electrification Facilitate adoption of high efficiency electric heat pump appliances and electric vehicles Pilot program to promote heat-pump water heaters launched in May 2016. Rebate program for EV chargers using LCFS funds was launched in January 2017. EV count in Palo Alto is estimated at around 2,000 at the end of 2016. Table 1: Resource Efficiency and Local Renewable Energy Programs Resource FY 2016 Savings Goals (% of load) FY 2016 Savings Achieved (% of load) FY 2016 Savings Achieved Electricity 0.60% 0.58% 5,530 MWh Gas 0.50% 1.07% 286,317 therms Water 0.91% 1.96% 74,484 CCF Customer-side Renewable Program Goal FY 2016 Achievement Cumulative Achievement Solar Electric (PV) 6,500 kW by 2017 1,098 kW 7,694 kW since 1999 Solar Water Heating 30 systems/year 1 system 59 systems since 2008 Data: See impact of energy efficiency programs on utility loads in Figures D-2 and D-3. See RPS increase since 2005 in Figure D-1. Challenges: Current building standards (Title 24) adopted by the California Energy Commission (CEC) discourage the adoption of electric water heating and space heating, despite the higher efficiency performance of heat pump appliances. CPAU is collaborating with other organizations that are also interested in building decarbonization to work with CEC to remove this bias. For existing homes, switching from natural gas using appliances (for space heating and water heating) to electric appliances requires a high upfront investment and is not cost effective at this time, especially if the home’s electrical panel needs to be upgraded. For newer home construction, such conversions are marginally cost-effective. Future State water reduction requirements and regulations that will impact available water supply are unknown. Hydroelectric power as well as potable water supplies could be at risk in potentially disruptive climate change scenarios. Disruptive innovation in local PV generation, distributed energy storage (including rolling storage provided by growing EV fleets ) and net zero buildings may require re- examination of CPAU business models. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 8 of 57 Cost of service based retail rate making process required by State law may limit the options available to encourage electrification through retail rate structures, unless specifically approved by Palo Alto voters. While CPAU is delivering efficiency gains generally ahead of targets, greater progress will be needed to achieve California’s 80% by 2050 GHG reduction goals, or Palo Alto’s 2030 GHG goals. “Low hanging fruit” efficiency have been achieved, so deeper gains may require new approaches. If electrification of natural gas appliances achieves high market penetration in the coming decades, it will increase electricity demand and reduce natural gas loads/revenues. # # # Supplemental Materials: Figure D-1: Electricity Portfolio: 2005-2025 (Actuals and Projections) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 9 of 57 Figure D-2: Impact of Energy Efficiency Programs on Electric Sales12 Figure D-3: Impact of Energy Efficiency on Gas Sales 12 There are no GHG reductions from electric energy efficiency after 2013 since electric supplies are carbon neutral. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 10 of 57 Figure D-4: Residential Per Capita Utility Consumption Declining Figure D-5: Utility Departmental Efforts in Implementing Sustainability Projects (to be completed) Staff estimates that approximately $5.5 million in funding and seven FTE of staff effort is devoted by Utilities Resource Management Division towards administering and implementing environmental sustainability-related projects in a year. Staff expects to continue at similar levels of effort through 2020. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 11 of 57 Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 12 of 57 Department Name: Community Services Department - Open Space, Parks, and Golf Background: Community Services Department maintains over 4,000 acres of parkland. The key sustainability issues are irrigation water management and habitat restoration. Habitat restoration, which includes removing invasive vegetation, planting native vegetation and adapting vegetation to climate change helps renew, restore, and enhance resilience of our natural environment, and maximizes carbon sequestration and storage in the natural environment. Goals: Reduce potable water use for irrigation in Open Space, Parks, and Golf by 25% (based on 2013 base year) Plant 10,000 native plants in Palo Alto Open Space areas and parks annually. Initiatives and Activities: Top Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome(s) WATER MANAGEMENT- Reduce consumption & lead by example Conserve potable water through strategic reductions in irrigation in Open Space, Parks, and Golf. Reduced potable water use by approximately 25%. Posted signs at every park and preserve highlighting our conservation efforts in order to lead by example. REGENERATION & NATURAL ENVIRONMENT- Renew, restore, and enhance environmental resilience Partner with environmental organizations and volunteers to improve habitat by removing invasive weeds and planting native plants. 18,591 pounds of invasive weeds removed, and 8,519 native plants planted in the Baylands Nature Preserve. 1,697 native plants were planted in Pearson Arastradero Preserve. Total native plants planted: 10,216 Top Three Sustainability Initiatives for 2017 Sustainability Initiative Objective Anticipated Outcome(s) Water Management- Protect creeks, bay, & groundwater Complete hydrology study for Buckeye Creek and develop recommendations to resolve erosion and flooding issues. Completed report with recommendations reviewed by the Parks and Recreation Commission and Council. REGENERATION & NATURAL ENVIRONMENT- Renew, restore, and enhance environmental resilience Partner with environmental organizations and volunteers to improve habitat by removing invasive weeds and planting native plants. Plant 10,000 native plants. Start creating pollinator pathways (as described in Parks Master Plan) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 13 of 57 WATER MANAGEMENT- Reduce consumption & lead by example Conserve potable water through strategic reductions in irrigation in Open Space, Parks, and Golf. Reduce potable water use by approximately 25%. Challenges: Challenges for potable water reduction include: Ensure water reduction doesn’t negatively impact tree health (CSD staff will work closely with Urban Forestry staff to ensure trees are monitored and are receiving the necessary amount of water.) Converting ornamental turf to low-water use landscaping can be expensive, and require increased water use to establish the new landscaping (CSD staff will partner with environmental groups to help offset the costs) Challenge for the Buckeye Creek Hydrology Study: The cost to implement the recommendations from the Buckeye Creek Hydrology Study is likely to be significant. (CSD staff will research possibilities for outside funding sources.) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 14 of 57 Department Name: Development Services Background: Development Services is committed to the design and construction of high- performance green buildings that reduce the impact on natural resources and provide healthy environments for living and working. Strategy: Development Services will continue to provide leadership in the area of green building programs and enforcement protocol. We will develop green building policy for new and existing building stock that lead the State in incorporating high performance, resource efficient buildings, net-zero energy and carbon neutral strategies, and encouraging deconstruction and recycling of construction waste. Our policies, programs, and incentives will promote energy, water, and resource efficiency across our community, resulting in occupant comfort, better indoor air quality, and better environmental quality. Goals: Our calendar year goal is to improve annual water use reduction, annual energy use reduction, and metric tons of CO2 avoided by 10% over the FY 2015 data. Our target equals a total energy use reduction amount of 4.73M kBTu/year, 11.55M gallons/year of water, and 108.9 metric tons of CO2 (compared to 2015 performance data reported below). Also, we have a target to reduce energy use of buildings while promoting local generation to offset what is left to achieve Zero Net Energy consumption (or potential Zero Net Carbon emissions—a potential more relevant metric for Palo Alto) over the course of a year. We have published a green building survey to better track these building metrics related to building permit applications. Initiatives and Activities: Delivered interdepartmental trainings enabling all development review staff and community to answer basic green building questions to the community. Initiated a monthly Staff Task Force with an appointed Green Building Liaison for each department. Continued providing public trainings quarterly for all Palo Alto stakeholders. Gained approval on two sustainability ordinances related to green building, including the green building ordinance and the energy reach code ordinance. Continued to meet with Green Building Advisory Group for future code cycles and to resolve issues from previous review cycles. Published a streamlined website promoting design clarity in green building policy and enforcement expectations. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 15 of 57 Top Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome New Green Building Ordinance Expand and update the existing green building ordinance with new criteria that reflects current building technology and drought regulations Adopted a new Green Building Ordinance, Effective January 1, 2017. Implemented a Landscape Permit in accordance with the MWELO. New Energy Reach Code Conduct a cost-effectiveness study enabling the requirement of enforcing a Zero Net Energy Readiness Ordinance. Adopted a new Energy Reach Code, Effective January 1, 2017. Training and Outreach Solicit input on future building code amendments, enforce existing codes, and support awareness and compliance with existing codes. Successful outcomes include improved code compliance and increased capacity from our community partners. Electric Vehicle and Photo Voltaic (PV) Installation Permitting Streamlining Develop process to move from over-the-counter permitting to on-the-web. This function is being implemented as a part of Accela Work Plan. Study PV as Default for New Construction Explore feasibility of developing “default to solar” codes and policy. The new Energy Ordinance will focus on energy efficiency with solar power as a method for compliance. Conduct Feasibility Study for Electrification Completed Phase 1 of the Electrification Study Present an update on the Electrification Study in March 2017 in accordance with the Electrification Study work plan. This determines when Phase 2 of the study will occur. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 16 of 57 Data: Fiscal Year 2016 Green Building13 Performance Measure FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 Green Building - revenue $ $73,895 $94,113 $127,186 $89,911 $304,625 $108,255 Green Building valuations with mandatory regulations $ $187,725,366 $543,237,137 $569,451,035 $349,128,085 $537,328,177 $399,013,812 Green Building square feet with mandatory regulations 1,249,748 1,342,448 2,441,575 3,432,025 3,982,319 2,349,870 Energy savings (kBtu/yr) (sf) 3,399 1,701 1,922,532 3,141,510 3,958,192 3,677,853 Water reduction (gallons/yr) 2,119,485 4,976,775 5,580,485 7,730,840 31,285,192 8,200,989 CO2 emissions reduction (metric tons) 2,818 21 19,269 72,168 103,270 63,331 Challenges: Development Services faces continuous change in the area of state, local, and federal policy—particularly policies that don’t align with the specific needs of Palo Alto. California Energy Commission regulates how aggressive agencies can be in their pursuit above minimum code. To affect significant change and meet our GHG reduction goals, new legislation is needed. (Development Services is working with CPAU, CEC, and other parties to explore these changes.) Maintaining an educated community of city staff, local architects, and contractors is a concern that impacts our green building and energy policy. Development Services will be rolling out a comprehensive green building training protocol to address this challenge amongst staff and the community. Cost effectiveness analysis that accounts for environmental costs needs to be performed to support reach codes. # # # 13 California requires applicable projects to meet the California Green Building Code Mandatory Provisions ("CALGreen Mandatory") found in Title 24, Part 11. The state has developed higher green building thresholds for those cities who are leaders in environmental sustainability and wish to elect higher standards. These thresholds are entitled " CALGreen Tier 1" and "CALGreen Tier 2". For non-residential projects, the City has adopted CALGreen Tier 1 for tenant improvements and renovations and CALGreen Tier 2 for new construction. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 17 of 57 Supplemental Materials: ZNE Roadmap Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 18 of 57 Green Building Vision Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 19 of 57 Department Name: Library Background: The Library (PACL) provides educational opportunities that provide the public with information and resources for reducing carbon footprint, waste and energy use, and for making improvements to home and habits that encourage a sustainable life. Strategy: Library buildings include information about energy use and conservation, model new thinking regarding public building design, and sustain materials collections that aid customer education about all aspects of sustainability and the environment. For example: Mitchell Park Library: building design as an example of sustainable building practices; architect-developed system of “ecoglyphs” (symbols to lead to discovery of conservation/sustainable systems), and other educational signage to teach while observing/experiencing the environment; LEED™ Platinum rating. Children’s Library: heating/cooling guide on screen Rinconada Library: building improvements from renovation to HVAC system and incorporation of improved furnishings Initiatives and Activities: PACL continues to host events and provide programs to all ages that passively or purposefully provide examples to demonstrate some aspect of sustainable practices. For example, nearly all crafts programs incorporate reuse of materials. The Library provided the following programs for 2016: January-March 2016: Silicon Valley Reads, “Chance of Rain: The Impact of Climate Change in Our Lives.” Series of programs to tie in community read of Memory of Water by Emmi Itäranta and Sherwood Nation by Benjamin Parzybok. Programs included: o Creative Ecology with Artist Linda Gass o SVR 2016 Film Series: Screening of Water Detectives o Success with Low-Water Ornamentals: presented by Master Gardeners of Santa Clara County o Silicon Valley Reads Author Visit: Emmi Itäranta o Water Cycle Storytime & Craft for kids o Brown Bag Book Club: Book group discussion of Memory of Water o RainDance: Using Recycled Water February-November 2016: Monthly Master Gardeners program April 2016: ‘Welcome to America” series topic on sustainability in Palo Alto July 2016: Bike Repair program August: Bike PALS (Palo Alto Library Service) launched using funds from the State Library and the Friends of the Palo Alto Library November 2016: Bike Repair stations were installed at MP and Rinconada Libraries. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 20 of 57 Top Three Sustainability Initiatives for 2017 Sustainability Initiative Objective Outcome(s) Climate Change Book Club Keep readers engaged and informed on the topic. Monthly program to begin on February 16 at MP Library Sustainable Living Programs Provide workshops for adults on canning, raising chickens and home organization and decluttering Several programs planned for Spring 2017 Bike PALS Service Bring the Library out into the community to promote our services and reach new customers Have events planned including visits to City events, schools, community fairs, senior housing and local businesses Challenges: The Library’s books are still being shipped from other systems and within the Library’s system, relying on vans that depend on fossil fuel. The Library, while using energy efficient equipment, nevertheless relies on automation which requires high energy usage. Additional open hours of service to the public also increase the hours of energy use. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 21 of 57 Department Name: Office of Emergency Services (OES) Background: The Office of Emergency Services works with all City departments as well as the community to promote resilience to threats and risks of all types. Strategy: The mission of the Office of Emergency Services is to prevent, prepare for and mitigate, respond to, and recover from all hazards. These hazards were recently codified in the Threat and Hazard Identification and Risk Assessment (THIRA) that was presented to City Council in September 2014 (www.cityofpaloalto.org/thira). The THIRA lists a number of hazards that could either directly (criminal sabotage or cyber-attack) or indirectly (storm that knocks out power) endanger critical utilities and fuel supplies. The FEMA THIRA best practice structure also encompasses the “technological or accidental” type of incident, such as occurred in February 2010 when a small aircraft collided with the City’s connection to the power grid. There are a number of City plans and related documents that bear on this topic. The Continuity of Operations Plan (COOP) (pending) will address means of keeping the City’s government in operation in the event of disruption of City facilities, including utility-related scenarios. OES has also drafted an Energy Assurance Plan (EAP) with the pro bono assistance of consultant Arrietta Chakos. Palo Alto is required to revise the existing Local Hazard Mitigation and Adaptation Plan (LHMAP, formerly LHMP), with State and FEMA approval, and Council adoption no later than 1 June 2017. The LHMAP process will interface with S/CAP and the City’s Comprehensive Plan. Goals: OES is working with the Chief Sustainability Officer, the Public Works Department, Utilities, and other staff to: OES Sustainability Goals Linkage to S/CAP Framework Bolster resilience for key facilities Supporting: Goals 5.1, 5.4 Develop systems (primarily vehicles and communications) that are resilient and adaptable to energy disruption, supply chain problems, and other emergencies Primary: Goal 5.2 Supporting: Goal: 5.4 Community engagement and public safety education Supporting: Goal 6.4, 9.1 Explore strategies to leverage existing sustainability initiatives to realize emergency preparedness functions of mitigation, preparedness, response, and recovery Primary: Goals 6.2, 7.2 Supporting: Goals 2.1, 2.3, 8.1 Primary: Directly Involved Supporting: Indirectly Involved Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 22 of 57 Initiatives and Activities: Critical Facilities: OES is evaluating cost-effective and practical means to expand the use of renewables to reduce the risk of power disruption for certain facilities. For example, the Cubberley Community Center is an important resource in the event of a major earthquake or other disaster, since it 1) houses the Red Cross shelter, 2) is an identified site for medical care by the City’s Medical Reserve Corps (MRC), 3) is a back-up location for certain City departments per the Continuity of Operations Plan (COOP), and 4) is the location of the City’s Emergency Services Volunteers Division Operations Center (ESV DOC). OES retained an outside expert to evaluate the existing photovoltaic (PV) grid-tied panel system and propose a design to add a battery back-up capability, so that certain locations and systems at Cubberley would remain operational even in a grid-down scenario. Future key facilities include the proposed new Public Safety Building (PSB). The PSB may incorporate microgrids, islanding, and other alternative energy elements to reduce dependence on 1) the power grid and 2) diesel fuel for generators, especially during prolonged incidents. Vehicles and Portable Renewable Generation: OES has designed, developed, and now operates a number of vehicles and portable equipment, such as the Mobile Emergency Operations Center (MEOC). OES is investigating solar-battery generator trailers as a means to similarly improve energy resilience for those key assets. OES is even seeking to acquire an all-electric All-Terrain Vehicle (ATV) for rescue operations and routine use (could be the City’s first-ever non-fossil-fueled public safety vehicle). Survivable Communications Network: As the City continues to explore the integration of Fiber into the community, OES supports expanding current systems to include a public safety Wi-Fi network powered by a PV backbone. Such a system would enhance emergency communications during a widespread disaster or temporary failure of the grid tied electrical system, and moreover could be shared with key community stakeholders who may be assisting our emergency response and recovery efforts (Emergency Services Volunteers, Business Neighborhoods, Faith Based Organizations, etc). Community Engagement and Public Safety Education: In addition to these energy assurance efforts, OES leads a number of other community resilience efforts, including the Emergency Services Volunteer (ESV) program that encompasses CERT, Neighborhood Watch, and other programs (www.cityofpaloalto.org/emergencyvolunteers), support of Stanford University and affiliates (such as Stanford Hospital), regional public safety planning efforts, regional training programs, coordination with private sector entities for emergency response and recovery, technology development for public safety, grant management, and other all hazards activities. OES believes that the development of local resources, including, for example, locally-grown farm-to-table food (Victory Gardens!), is not only good for the environment but will help us through a potential crisis. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 23 of 57 Leverage Environmental Initiatives and Maximize Value for Community Risk Reduction and Emergency Preparedness: The City and others have made and plan to make substantial investments to reduce greenhouse gases, etc. OES seeks to assist by providing input from a public safety perspective to facilitate a more complete understanding of the consequences and potential risks of certain strategies and to maximize the full value of such investments. The push to increase electric home appliances, for example, has a number of nuances. Those residences with gas appliances (stoves, hot water heaters14) can still use them even during a power outage. Increasing electric vehicles (EV) can create hazards (electrical problems when charging; risks to first responders dealing with EVs in accidents) that will need to be considered and addressed. This is certainly not to say such strategies should not be explored, but rather that the full spectrum of pros and cons should be evaluated. In many cases, there could be creative work- arounds. For example, a resident could install a new electric water heater in parallel to the legacy gas water heater, idling the gas water heater unless/until electricity fails. (The value of a shower during a crisis should not be ignored, in other words.) There may be some genuine opportunities for “big thinking” in terms of resilience. Palo Alto is unique in having its Utilities, dating back over a century to a time, originally, when the City also controlled electrical generation. Imagine the benefits to residents, businesses, and others were the City to again own (all or a large part) of its electrical generation capability locally, mitigating the risk of grid failures, future pricing and commodities uncertainty, and so forth. Put another way, what is the comparative economic and resilience value of investing in a second point connection to the power grid vs. expanding local electrical power generation? Top Three Sustainability Initiatives for 2017 Sustainability Initiative Objective Anticipated Outcome(s) S/CAP Strategy Electric ATV Public Safety Electric Vehicle demo Prove feasibility of certain EVs in Public Safety fleet 5.2.1: Continue to electrify City fleet vehicles wherever possible Portable Power Pod Renewable Energy and Battery Portable Set- Up to Power MEOC and other Key Systems Reduce fuel supply risk 5.4.1: Infuse sustainability throughout City operations Cubberley Solar Project Provide Off-Grid Resilience to Red Improve viability of Cubberley in cases of 5.1.2: Use city buildings as 14 Old-school tank hot water heaters have an additional advantage after an earthquake or other disaster where the water supply to a residence is impaired: It can be used as an emergency water source. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 24 of 57 Cross Shelter electrical grid interruption / serve as a test case for such development at other essential facilities demonstration projects for advanced building Technologies Challenges: The Office of Emergency Services should be viewed a source of expertise, creative ideas, and operational experience. Improved interdepartmental cooperation is needed to advance sustainable programs that also maximize resiliency and enhance public safety. This can only be done with a deliberate interconnect across City Operations. # # # Supplemental Materials: Please refer to www.cityofpaloalto.org/preparedness Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 25 of 57 Department Name: Office of Sustainability, City Manager’s Office Background: The Office of Sustainability (OOS), established in December 2013, works with other City departments to develop and implement a world class sustainability strategy for Palo Alto that improves quality of life, grows prosperity and builds resilience, while protecting and improving the living systems that sustain us — and leads Palo Alto to recognized as one of the greenest cities in America. Strategy: In the Office of Sustainability’s (OOS) third full year of operation, our priorities were to: Develop and adopt a world class sustainability and climate action plan (S/CAP), integrating the community’s highest aspirations and the many initiatives across city departments into coordinated one plan; Further embed the City’s sustainability commitments, programs and practices into City operations & Community actions, including management systems, procurement, finance and training. Develop innovative new strategies, particularly regarding mobility services and non- general fund options for financing the City’s sustainability initiatives; expand community engagement; and Collaborate with other cities, non-profits, and foundations, to bring in resources, raise awareness and build our capacity to reduce emissions in the two most impactful sectors: transportation and buildings. Develop a city/community wide sustainability performance dashboard, to streamline and improve access to sustainability performance data through the year. Foster experimentation, alliances & big leaps, such as electrification, “mobility as a service,” “Zero Net” and “Net Positive” Energy building initiatives and smart city. Initiatives and Activities: OOS has coordinated and partnered with other City departments to advance the City’s overall sustainability goals, including active participation in electrification, green building, smart city and transportation work streams. On January 24, 2016 OOS held a community summit that brought together more than 500 engaged and committed citizens who worked on the challenges of water, energy, and transportation; their ideas fed into the Sustainability and Climate Action Plan (S/CAP), which has since been approved by Council. Continuing work on the S/CAP, OOS led other departments in development of the 2017 – 2020 Sustainability Implementation Plan, delineating the next steps in fulfilling the S/CAP’s 2030 goals, and building organizational capacity to carry out key strategies and actions which will enable Palo Alto to reduce GHG emissions 50% by 2020. OOS is also working with other City departments to incorporate sustainability commitments and programs into the Comprehensive Plan where appropriate and align with the S/CAP. Responding to the uncertainty around climate policy on the federal level, OOS led the City in joining the Compact of Mayors and the U.S. Mayors’ National Climate Action Agenda (MNCAA), which authored two letters to President Obama and two letters to President Trump. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 26 of 57 OOS continued to engage and inform both City staff and Palo Alto residents about the City’s sustainability efforts through the annual Earth Day Report, new employee orientation (NEO) briefings & Green Team meetings, updated Sustainability web pages, and a re-designed Sustainability e-Newsletter15. In 2016, Palo Alto’s Cool Block program – a pilot program of the Cool City Challenge –brought together 43 households within 12 neighborhood blocks who worked together on 1208 actions that eliminated 611,066 pounds of CO2 emissions-- an average 7.1 tons of CO2 per household OOS led an initiative with Ann Arbor MI; Berkeley CA; Ithaca NY; Milwaukee WI; Oakland CA; Phoenix AZ; Vancouver BC, HIP Investor and the Urban Sustainability Directors Network to develop a Financial Scan & Toolkit16 categorizing 44 “other than General Fund” options for financing City sustainability initiatives, and conducted two workshops. See summary graphic below. In addition, OOS staff responded to multiple community requests for information about sustainability and City programs, and presented the City’s sustainability work at multiple conferences and workshops. Top Three Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome(s) Strategy Adopt S/CAP S/CAP 80x30 GHG goal adopted 8-0 in April 2016; S/CAP Framework, Principles & Guidelines adopted 9-0 November 2016 Embed Build sustainability considerations, commitments and capacity into City operations EVSE Task Force (underway) EV Charging Pricing Policy (underway) Added initial sustainability questions to CIP application form Participated in development of USDN Sustainable Purchasing toolkit Supported development of the Green Building Ordinance and Energy Reach Code 15http://www.cityofpaloalto.org/services/sustainability/sustainability_newsletters_and_reports_.asp 16 http://usdn.org/public/page/32/Government-Operations Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 27 of 57 Reported GHG emissions to Climate Registry (TCR) and the Carbon Disclosure Project (CDP) Sustainability Dashboard pilot (underway) Sustainability purchasing audit (underway) Compiled, updated and posted list of all City Sustainability policies Innovate Build the regional mobility ecosystem to advance non- auto, “mobility as a service” capacity Participated in Mobility as a Service (MaaS) regional convenings Participated in monthly Managers Mobility Partnership meetings with City Managers of Mountain View, Palo Alto, Menlo Park and Redwood City, as well as Stanford leadership Won a $1 million federal DOT grant for a demonstration project to reduce single-occupant vehicle driving from 75 percent to 50 percent in the Bay area using commute benefit programs, commuter trip reduction software, a multimodal trip planning app and workplace parking rebates Participated in national “shared used mobility” study and database of initiatives Conducted two EV ride and drive events, supported by $53k CEC grant Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 28 of 57 Top Three Sustainability Initiatives for 2017 Sustainability Initiative Objective Anticipated Outcome(s) Strategy and Planning Implement the S/CAP Complete and adopt Sustainability Implementation Plans Support UTL Strategic Plan Operations Embed Sustainability in City operations Work with ASD to develop internal carbon pricing strategy and protocols, and to improve effectiveness of City “environmentally preferable purchasing” EPP program Work with PWD to develop zero emissions fleet strategy and City facilities master plan Add 56 additional EV chargers at City facilities in 2016-2017 (dependent upon installation of solar canopies on four City garages) Work with HR, PCE/Transportation and the TMA to develop “commute alternative” pilots for City staff and community. Engagement Deploy and use sustainability dashboards Deploy a sustainability dashboard to provide better reporting of sustainability data and increased transparency to drive stronger community engagement Add 15 more neighborhood blocks to the Cool Block Beta Project Challenges: OOS is a very small office with a very large mission (in both absolute and comparative terms), and is challenged to fulfill that mission without permanent staff or stable Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 29 of 57 budget; in 2016, OOS’s two half-time, limited term employees left for full time positions elsewhere, costing us several months of lost productivity as we recruited and on- boarded new staff. OOS relies on coordination with other departments whose resources are also limited and not always available for collaborative activities; we’re working to design more effective ways to coordinate sustainability activities across departments. Synchronizing the different times lines and processes of the S/CAP and CompPlan processes has been challenging. The emerging nature of OOS’s work requires timely responsiveness (for example in relation to funding and collaboration opportunities and invitations to participate in multi-city platforms and positions) that the City is not always able to provide; as a result OOS has been unable to capture some funding opportunities. Finance Scan and Toolkit Summary Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 30 of 57 Department Name: Planning and Community Environment Department Background: The Planning and Community Environment (PCE) Department is responsible for a range of planning and implementation actions aimed at preserving and enhancing the quality of life in Palo Alto, ensuring wise transportation investments, and facilitating land use and development decisions through consistent and transparent processes. The department is responsible for: • Updating, maintaining, and overseeing compliance with the City’s Comprehensive Plan • Monitoring and enhancing the City’s transportation infrastructure • Implementing a variety of transportation programs aimed at reducing reliance on the private automobile and improving safety for all modes of travel • Gathering and analyzing data in support of land-use and transportation policy • Reviewing commercial and residential applications for planning entitlements for compliance with the City’s zoning ordinance and applicable guidelines • Reviewing projects for potential environmental impacts on the City and its residents • Administration of the City's Community Development Block Grant (CDBG) programs • Management and implementation of the City’s Housing Programs • Oversight and implementation of the City’s Historic Preservation Ordinance • Investigating and abating code violations Strategy: Prepare an update to the Comprehensive Plan for Palo Alto with active community input, addressing issues related to land use and community design, transportation, climate change and sustainability, safety, noise, natural environment, community services and facilities, business and economics, governance, and housing. Following steps will be implementing programs to support the adopted goals and policies. Goals: PCE’s goals for the current year are: • Incorporate the concept of sustainability into the Comprehensive Plan where appropriate and align with the stand-alone Sustainability/Climate Action Plan (S/CAP) that is being prepared concurrently. • Complete the analysis of Scenarios 5 & 6 for inclusion in the Comprehensive Plan Update Environmental Impact Report (EIR), assessing a more balanced approach to jobs and housing (employed residents), consistent with the draft Sustainability/Climate Action Plan. • Implement transportation programs to address traffic congestion and parking demand generated by single occupant vehicles including a paid parking study and implementation of parking management programs (e.g. RPP), creation and support of a Transportation Management Association (TMA), and development of strategies to enhance shuttle service. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 31 of 57 Initiatives and Activities: Top Three Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome(s) Comprehensive Plan Update Align the Comp Plan Update with the adopted draft S/CAP and evolving implementation plans to the extent feasible Analysis of scenarios 5 & 6 for inclusion in the Comp Plan EIR that would improve the balance between jobs and housing (employed residents) consistent with the draft S/CAP Expanded Free Shuttle Service Identify ways to increase ridership by improving and/or expanding shuttle service in Palo Alto, as well as ways to reduce shuttle emissions Strategies are being developed to increase trip frequency and ridership, and conduct community outreach (1 year planning phase delayed by VTA Next Network planning process). Transportation Management Association support Support activities of the new TMA to reduce SOV trips to/from downtown Provide incentives to businesses, residents, and the regional community (3 year planning phase) Data: Please see Comp Plan DEIR www.paloaltocompplan.org. Top Three Sustainability Initiatives for 2017 Sustainability Initiative Objective Anticipated Outcome(s) Comprehensive Plan Update Align the Comp Plan Update with the adopted S/CAP Adoption of Comprehensive Plan that supports implementation of S/CAP goals Expanded Free Shuttle Service Identify ways to increase ridership by improving and/or expanding shuttle service in Palo Alto Identify preferred strategies to increase trip frequency and ridership, and reduce emissions Transportation Management Association support Support activities of the new TMA to reduce SOV trips to/from downtown Identify a future, secure funding source and support the maturation of the non- profit organization Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 32 of 57 Challenges: PCE recognizes the importance of its sustainability-related initiatives, and has been challenged to hire the staff needed to implement these programs. In addition, the process for the S/CAP and Comprehensive Plan Update, both of which are taking longer than originally anticipated, have not been optimally aligned for coordination; therefore, it has been challenging to align the policy framework of the two plans as well as the quantitative analysis of GHG emission reductions. PCE has not had the resources to gather and track meaningful metrics and is currently developing (especially for mobility issues like transit, mode shift to cycling or walking, and parking) a data management system to provide quantifiable evidence for program effectiveness and outcomes. # # # Supplemental Materials: For more information about the work being done by PCE to guide the preservation and development of Palo Alto, please explore the website to the Comprehensive Plan: Our Palo Alto 2030: http://www.paloaltocompplan.org/. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 33 of 57 Department Name: Public Works – Engineering Services & Public Services Background: The Public Works department is committed to building, managing and operating City buildings and infrastructure in a sustainable manner. This includes libraries, community centers, theatres, fire stations, the Regional Water Quality Control Plant, offices and other buildings, parks, athletic fields, roads, bridges sidewalks and the Urban Forest. Sustainable practices are incorporated into major building renovations, maintenance, infrastructure projects and everyday work practices. Strategy: Public Works assesses the performance of City-owned facilities, identifies areas for improvement, and develops phased improvement programs to be optimized through monitoring energy and resource use to provide high quality service to the Palo Alto community. Optimization is achieved through improved building management systems and regular assessments of these systems. Goals: The overarching operational objective of Public Works is to design, construct and renovate efficient and healthful City facilities and infrastructure, and to operate and maintain them in good order for the comfort and productivity of occupants and users. By optimizing operations, the department seeks to reduce operating costs and the reliability of the building systems through continuous improvement of resource efficiency and extend the useful life of the buildings consistent with these goals. Initiatives and Activities: Through various Capital Improvement Projects, Public Works is working to use energy more efficiently and reduce water usage. Parks renovations include drought-tolerant landscaping and trees and more efficient irrigation systems. Building projects are utilizing efficient LED lighting, more efficient HVAC systems, cool roofing materials, and water saving fixtures. Street resurfacing and related concrete work are utilizing recycled aggregates and other waste products such as tire rubber and fly ash. We are following the best business practices for recycling of construction related debris on all projects. Storm water capture and pollution control measures are being implemented in building, parks and street projects. Green infrastructure is defined as storm drain infrastructure on public and private lands, such as roads and parking lots, that includes low impact development such as infiltration, biofiltration, and/or storage and use of best management practices to collect, retain, or detain stormwater runoff to limit the discharge of pollutants from streets to the storm drain system. Green infrastructure provides amenities with many benefits beyond water quality improvement and groundwater replenishment, including creation of attractive streetscapes, habitat, reduction of heat island effect, and bicycle and pedestrian accessibility. Palo Alto has completed a Green Infrastructure project in the Southgate Neighborhood. We have installed full trash capture devices on Storm Drain mains identified as potentially having high trash content on Park Boulevard at Ventura Ave and a second location at Park Boulevard. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 34 of 57 The City’s stormwater discharge is permitted by the Municipal Regional Stormwater Permit (MRP), a regional permit covering 76 Bay Area municipalities. The permit was reissued in 2016 and includes requirements for Green Infrastructure planning and development. The permit includes requirements to develop a Council-approved framework, a mechanism to prioritize projects and criteria, a list of prioritized projects, design guidelines/standard specifications, ordinance changes, and a funding plan. The permit also requires an update of relevant planning documents (such as comprehensive plan, specific plan, transportation plans, storm drain master plan, pavement work plan, and urban forestry plan). Top Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome Benchmark City buildings for comparison of resource use and cost Create benchmarks to compare City building performance with similar buildings in the state and the nation, and identify and prioritize opportunities for improvement. Utility Track Software has been acquired and installed in Facilities Management. Building performance data will be shared with Engineering Services to identify opportunities for improvement. Install solar canopies and electric vehicle chargers at City facilities Utilize an RFP process to select a private entity to install solar canopies and EV chargers at City-owned garages A lease including installation of solar canopies on four City garages, as well as 18 Level 2 EV charger ports and electrical infrastructure for an additional 80 charger ports, was negotiated and approved by City Council. Planning and building permit submittals were made and are under review. Water Efficiency Efforts Reduce use of potable water in construction activities Public Works construction projects require use of recycled water for dust control and other applications. Requirements for basement construction dewatering were strengthened in 2016. Basement dewatering sites must provide “fill stations” to allow filling of water trucks, hire a truck one day per week to water landscaping at sites identified by the City, and allow use by neighbors of shallow non- potable groundwater that is Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 35 of 57 otherwise discharged to the storm drain system. Implementation of Title 24 Building Energy Efficiency Standards Incorporate sustainable work practices for building system maintenance, including improvements in mechanical, electrical, and plumbing systems. Mechanical improvements include the use of cool roofing materials to meet Title 24 Building Energy Efficiency Standards, replacing air conditioning units with more energy efficient units (when existing units need replacement) and using Building Management Systems (BMS) to control and monitor and mechanical and electrical equipment (including lighting) via computers in some facilities. Electrical improvements include the use of LED lighting, the use of occupancy sensors, and bi-level lighting for parking garages. Plumbing improvements include the use of low flow urinals and low flow toilets. Park Renovation Projects Incorporate sustainable landscaping and turf elimination in park renovation projects managed by Public Works to conserve water whenever possible. Five existing traffic circles were rebuilt in 2016, with removal of impervious asphalt surfaces and addition of landscaping. Irrigation is provided with water trucks using recycled water. Procurement and Use of Environmentally Preferable Construction Materials Include recycled aggregate in the asphalt mix and base rock in street resurfacing projects. Major arterials are being paved with rubberized asphalt utilizing recycled tire rubber. Sidewalks, curbs and gutters are replaced with concrete that contains approximately 25% fly ash by volume. Paving work on Alma Street and Middlefield Road in 2016 used 3,985 tons of rubberized asphalt. Procurement and Use of Environmentally Preferable Consumables Use City’s sustainable purchasing guidelines. City facilities are cleaned with environmentally friendly Green Seal Certified cleaning chemicals and no chlorine and post- consumer content paper towels Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 36 of 57 are supplied in restrooms. Pest management also focuses on prevention and then using non- toxic pesticides. Top Sustainability Initiative for 2017 Sustainability Initiative Objective Anticipated Outcome(s) Develop a City-wide energy management plan Develop an energy management plan to guide the acquisition and installation of energy conservation measures in City –owned buildings Approve and implement an energy management plan as part of the Sustainability/Climate Action Plan. Challenges: As stated in previous reports, as existing building systems are renovated or replaced, air conditioning is being added where it previously didn’t exist. This additional system tends to flatten the overall potential energy savings of the newer more efficient heating systems and lighting. (On the other hand, the more efficient systems mitigate the demand of the added air conditioning.) At Rinconada Library, geothermal wells were used to help mitigate this challenge. Historical preservation requirements are also a challenge. At Rinconada Library, the large grass lawn was a key historic feature of the overall site. It was therefore not possible to convert this to drought-tolerant landscaping and reduce irrigation needs. However, the project installed “purple pipe” so that it can easily be converted to recycled water when that system is expanded throughout the City. Public Works has completed a third party independent Facilities Management Organizational Study (conducted by Matrix Consulting) to evaluate the efficiency of our maintenance of Facilities. In the study, Matrix called out 10 recommendations related to Energy Management. Our newly appointed Facilities Manager will be analyzing these recommendations with the Engineering Services Division in the coming months. Staff anticipates development of new processes to identify replacement priorities, standards for replacements and use of energy audits to guide continuous improvement. In this regard, reducing the energy and water usage is an important consideration. Energy and water usage can be tracked through our Utility Track software to determine the impact of efficiency and conservation initiatives. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 37 of 57 Department: Public Works– Fleet Division Overview: The Public Works Fleet Division is responsible for maintenance, repairs, and compliance of all City of Palo Alto vehicles and equipment. The division is charged with meeting all local, state, and federal air pollution requirements and vehicle safety standards. It also conducts the proper disposal of declared surplus and acquisition of replacement vehicles and equipment. The division’s mandate is to: Maintain fleet availability by providing the vehicles and equipment to all of the departments daily in order for the departments to be able to provide the services to the city of Palo Alto. Work with all operators, managers and departments to prevent air pollution by training the drivers on reducing idle time as well as demonstrate the proper and safe use and operation of the vehicles and equipment Perform preventive maintenance inspections and repairs on a daily basis to all of the vehicles and equipment Ensure regulatory compliance with the BAAQMD, BAR, CHP, DOORS, OSHA and CAL OSHA Perform vehicle and equipment usage analysis to be able to identify underutilized vehicles and equipment and recommend right-sizing the number of vehicles and equipment needed in the city of Palo Alto. Strategy: Improve fleet efficiency and reduce vehicle and equipment emission by electrifying the fleet, maintaining it in top operating conditions, and training staff in safe and efficient operation. Goals: The Fleet Division is moving toward a low-emission transportation future with these department goals: Identify new technologies and bold strategies to reduce fleet GHG emissions. Reduce unleaded fuel consumption by at least 10% each year, by scheduling replacement of all vehicles older than 10 years with current electric or low emissions models. Meet or exceed all regulatory requirements for air pollution reduction and air emissions required by BAAQMD, BAR, DOORS, PERP and EPA while providing an increasingly high level of service to all members of the Palo Alto community. Initiatives and Activities: Fleet Services has been replacing gasoline-powered vehicles and other equipment with cars and trucks that use alternative fuels, such as compressed natural gas, or electric vehicles (EV). Vehicles and equipment approved for replacement are downsized whenever possible and economically feasible. The City’s Vehicle and Equipment Use, Maintenance, and Replacement Policy stipulates that the City will acquire plug-in electric vehicles (PEV) upon replacement or for new needs when they are available, and meet needed range, load, and emergency response requirements. When a PEV does not meet these Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 38 of 57 requirements, and another type of low emission vehicle (LEV) does, the other LEV shall be purchase. PEVs are preferable over LEVs because, in Palo Alto, they have no GHG emissions or “carbon footprint”. The City‘s award-winning green purchasing program has “greened” performance criteria for several purchase categories, including City fleet. The City invested in a compressed natural gas (CNG) fueling station at the Municipal Service Center for the 10% CNG vehicles in the fleet. However, choices for vehicle types are limited from manufacturers. Top Sustainability Initiatives in 2016: Sustainability Initiative Objective Outcome Reduce Greenhouse Gas emissions Monitor and reduce GHG emissions associated with vehicles and equipment Achieved a 28.7% GHG emissions reduction from 2005 baseline year through 2016 (not including CNG consumption for non-city operations) as a result of decreased consumption across all fuel types. This is an additional 5% reduction from 2015. Despite serving a larger service population, vehicle miles traveled decreased slightly. Reduce unleaded and diesel fuel consumption in the fleet Establish policy and procedure for the operators to minimize the idle time on the vehicle and equipment they are using. Reduce the number of vehicles and equipment in the fleet by performing a vehicle utilization analysis and identify those vehicles that could be declared surplus and sold at auction. The City has been steadily decreasing its unleaded fuel and diesel consumption. In addition, the City’s overall propane consumption is down due in part to modernization steps taken in Fleet. Additional measures are needed to reduce the Fleet Services’ reliance on fossil fuels—which can best be achieved by replacing older vehicles with current—and, where possible, alternative fuel—models. The City fleet currently has 51 alternative fuel vehicles, with 27% of nonemergency vehicles using alternative fuels or technologies. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 39 of 57 Data: Figure 1: Fuel Use by Type17 (Gallons), 2005-201618 17 GreenWaste is the solid waste collection and processing provider that took over from PASCO in 2009 18 CNG Consumption for non-city operations increased in 2016 due to GreenWaste obtaining 9 new CNG trucks at the end of 2015 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 CNG (PASCO / GreenWaste, PAUSD) (not directly operated by the City)44,273 60,928 80,491 88,088 86,786 87,635 85,872 91,125 86,570 51,492 56,405 80,158 CNG (City operations)20,217 18,799 28,197 36,387 36,713 49,948 36,554 40,136 37,854 24,427 15,862 13,611 Biodiesel (B20)46,667 27,261 0 0 0 0 0 0 0 0 0 0 Diesel 97,676 103,888 131,810 131,423 122,341 126,500 134,262 95,036 83,539 83,535 74,557 69,076 Gasoline 149,861 156,142 152,153 146,398 131,096 137,850 146,595 147,849 146,479 150,732 146,977 139,076 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 450,000 Fu e l C o n s u m p t i o n ( G a l l o n s ) Fuel Use by Type (Gallons) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 40 of 57 Figure 2: Fleet GHG Emissions (Metric Tons of Carbon Dioxide Equivalents, CO2e), 2005-201619 Table 1: Fleet GHG Emissions (Metric Tons of Carbon Dioxide Equivalents, CO2e), 2005-2016 Fuel Type 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Total Emissions20 (excluding PASCO /GreenWaste, PAUSD) 2,833 2,784 2,875 2,877 2,652 2,845 2,909 2,543 2,399 2,344 2,160 2,020 Percent Change from 2005 baseline21 -1.8% 1.5% 1.6% -6.4% 0.4% 2.7% -10.2% -15.3% -17.3% -23.7% -28.7% 19 PASCO / GreenWaste and PAUSD are not directly operated by the City, therefore their GHG emissions are not included in overall Fleet GHG Emissions. They are included in this graph for informational purposes only. 20 These numbers differ slightly from last year’s Earth Day Report. Staff discovered calculation errors resulting in a few numbers being off by 1. The largest error was in 2015 Total Emissions. Last year’s table erroneously listed emissions totals that included PASCO and PAUSD emissions. This table has been corrected to exclude PASCO / GreenWaste and PAUSD emissions. PASCO / GreenWaste and PAUSD are not directly operated by the City, therefore their GHG emissions are not included based on operational control reporting criterion. 21 The 2015 percent change from 2005 baseline was incorrectly calculated in last year’s Earth Day Report. This year’s table has been corrected to show a -23.7% change from 2005 baseline instead of the -10.1% that was listed in last year’s table. 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 CNG (PASCO / GreenWaste, PAUSD) (not directly operated by the City)304 418 552 604 595 601 589 625 594 353 387 550 CNG (City operations)139 129 193 250 252 343 251 275 260 168 109 94 Biodiesel (B20)381 223 0 0 0 0 0 0 0 0 - Diesel 997 1,061 1,346 1,342 1,249 1,292 1,371 970 853 853 761 705 Gasoline 1,316 1,371 1,336 1,285 1,151 1,210 1,287 1,298 1,286 1,323 1,290 1,221 0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 Em i s s i o n s ( M T o f C O 2 e ) Fleet GHG Emissions Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 41 of 57 Challenges: The City hired Mercury and Associates, a fleet management consulting organization to conduct a cost recovery analysis and vehicle replacement schedule study. At the time of this writing, the final report has not been completed, but is expected to be finished in July 2017. The preliminary recommendations from the Mercury Study are for the City to spend $ 6 – 8 million to catch up in replacing older vehicles/equipment. The average age of the fleet is currently at 12.9 years. The ideal fleet age needs to be less than 10 years. The older the age of the fleet averages the more it costs to operate and maintain. It also contributes to a higher level in GHG emissions. The city currently averages 40 vehicles and equipment being replaced each year. To bring the fleet average to 10 years or less, the city needs to increase the number of units being replaced. Programs designed for traditional fleet maintenance goals haven’t been focused on meeting the bold target of 80% GHG reduction by 2030; the department needs to develop new programs and manage its performance to achieve its incremental annual reduction targets. Electrifying the City Fleet requires a robust and adequate EV charging station infrastructure. Due to a variety of factors, the City is below target for alternative fuel vehicles, with only 51 alternative fuel vehicles out of a target of 67. # # # Supplemental Materials: Greenhouse Gas Reduction from Fleet Division: Section 12 in 2015 Clean Bay Plan, available at cleanbay.org. Reduced unleaded and diesel fuel consumption in the fleet: Section 12 in 2015 Clean Bay Plan, available at cleanbay.org. Compliance with regulatory and policy requirements to reduce other priority air pollutants in the atmosphere: 2015 CleanBay Plan report, located at cleanbay.org. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 42 of 57 Department: Public Works–Watershed Protection & Regional Water Quality Control Plant Background: The Public Works–Watershed Protection Division, in collaboration with the Regional Water Quality Control Plant (RWQCP), works to reduce pollutants entering the San Francisco Bay through award-winning pollution prevention, pretreatment, stormwater, water quality, and air quality management programs. Since 1990, the goals of the RWQCP and Watershed Protection have been to: Treat wastewater from the RWQCP six-community service area of East Palo Alto Sanitary District, Los Altos, Los Altos Hills, Palo Alto, Mountain View, and Stanford; Work with industry and businesses to prevent pollution; Ensure regulatory compliance with the RWQCP wastewater discharge permit, air quality permit, and the City’s stormwater permit; and Provide residential services and education to prevent pollution in Palo Alto’s creeks and San Francisco Bay. Strategy: Given strict stormwater and wastewater permit requirements, Palo Alto must explore all feasible methods of reducing its metals and toxic organic pollutant discharges to San Francisco Bay. Similarly, given strict air quality permit requirements, Palo Alto must explore all feasible methods of reducing air pollutants such as greenhouse gases, nitrous oxides, and volatile organic compounds from its stationary sources. After initially focusing on pretreatment programs at major industrial facilities, the RWQCP expanded its efforts to include commercial and residential programs. Strategies to meet sustainability goals in the next 1 – 5 years include: Commercial and industrial pretreatment program that integrates pollution prevention into business requirements via ordinance and incentives such as the Clean Bay Business Program; Residential pretreatment program that provides programs with collection services for pollutants of concern (e.g., pharmaceuticals and sharps) and extensive public outreach, including classroom presentations throughout the RWQCP service area; ongoing informational campaigns coordinated locally, regionally and state-wide; and workshops, tours and special events; Leverage opportunities to improve and expand recycled water use and infrastructure; and Evaluate opportunities to improve and/or replace aging treatment process infrastructure and equipment (e.g., decommission sewage sludge incinerators). Goals: Watershed Protection had several 2016 goals to reduce industrial and residential pollutants for stormwater and wastewater, including the following higher-profile efforts: Identify strategies to reduce greenhouse gases (GHGs) associated with wastewater treatment; Promote the use of RWQCP recycled water through the Truck-Fill Program, salinity reduction efforts, regional collaborations, and pipeline expansion efforts; Meet or exceed the RWQCP and Watershed Protection Program permit requirements for pollutant reduction. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 43 of 57 For a complete summary of 2016 pollution prevention efforts see the 2017 Clean Bay Plan report located at cleanbay.org. Initiatives and Activities: RWQCP GHG Emissions The RWQCP GHG emissions stem from the treatment of wastewater collected from the City of Palo Alto as well as its partner agencies (Mountain View, East Palo Alto Sanitary District, Los Altos, Los Altos Hills, and Stanford). The RWQCP has five major sources of GHG emissions: electricity usage, natural gas combustion for office heating, sewage sludge incineration (natural gas, landfill gas, and biosolids combustion), biological treatment of wastewater, and baylands conversion of wastewater discharge (Figure 1). RWQCP GHG emissions decreased by more than 60% since 1990 mainly due to the purchase of green natural gas beginning in 2015, purchase of 100 percent green power electricity since 2013, use of landfill gas as a replacement for natural gas in the incinerator afterburner since 2005, and decreased incinerator hearth natural gas usage due to regular incinerator tuning (Figure 2). RWQCP GHG emissions as reported to the California Air Resources Board and United States Environmental Protection Agency may differ from the values presented in Table 1 due to different high heat values, global warming potentials, and/or emission factors. RWQCP GHG emissions contained in this report were calculated using a static document, the Local Government Operations Protocol, Version 1.1 (2010) for analysis of historical trends and reductions; in contrast, the state and federal agencies periodically update their GHG calculation methods to better reflect recent advances in science and federal regulations. Recycled Water Expansion RWQCP total recycled water usage remained relatively constant from 2015 to 2016 with a 1% decrease from 220 million gallons in 2015 to 218 million gallons in 2016 (Figure 3). Despite the relatively constant total usage of recycled water, active recycled water permits significantly increased (Figure 4). In 2016, 85 active recycled water permits were reviewed and approved for use; this is a 40% increase from 2015 when 61 recycled water permits were active. RWQCP routinely monitors the quality of the recycled water it produces for numerous parameters. One such parameter is salinity. Salinity is of particular concern for use of recycled water to irrigate salt-sensitive vegetation (such as Redwood Trees) as well as for use in industrial cooling towers. The RWQCP analyzes Recycled Water salinity using numerous metrics: total dissolved solids (TDS), sodium adsorption ratio (SAR), and specific conductivity. RWQCP and its partner agencies (referenced above in “Background”) are taking efforts to decrease salinity entering the RWQCP from their collection systems (Figure 5). In addition, Watershed Protection has collaborated with the Santa Clara Valley Water District, City of Mountain View, and ReNew Water, LLC to undertake a feasibility study and pilot project Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 44 of 57 evaluating advanced water purification treatment systems at the RWQCP to reduce salinity in recycled water. These projects were started in 2016 and are scheduled for completion in 2017. Permit Compliance PWD–Watershed Protection has a robust pretreatment program, Stormwater Pollution Prevention program for businesses and industry, and residential programs and outreach that are coordinated to reduce or prevent pollution releases. Top Three Sustainability Initiatives in 2016: Sustainability Initiative Objective Outcome(s) RWQCP Greenhouse Gas Reductions Continue to reduce, track, and report GHG emissions associated with wastewater treatment. RWQCP 2016 GHG emissions were approximately 17,000 metric tons of carbon dioxide equivalents (MT CO2e), representing more than a 60% reduction since 1990. 2016 was the first full year that the RWQCP purchased natural gas from the City’s green gas portfolio. The RWQCP continues to purchase carbon-neutral power from the City’s electricity portfolio. In November 2016, the construction project to build a new sludge dewatering and loadout facility was released for contractors to competitively bid on. This represents the next step needed to phase out the City’s sewage sludge incinerators as soon as possible. This is expected to greatly reduce RWQCP GHG emissions. A GHG and Energy Factsheet was updated in 2016 to provide concise information regarding historical and projected GHG emissions as well as capture the newly adopted reduction goal of 80% community-wide reduction of 1990 emissions by 2030. Note: For more information, see the 2017 Clean Bay Plan available at cleanbay.org. Recycled Water Expansion Promote the use and expansion of the RWQCP Recycled Water Program as a sustainable and reliable alternative source of water. In 2016, Watershed Protection staff worked closely with the Santa Clara Valley Water District, the City of Mountain View, and the City of Palo Alto’s Utility Department to identify expansion opportunities for the RWQCP’s Recycled Water Program. In 2016, located large source of saline Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 45 of 57 groundwater entering the sewer system on a large 72-inch interceptor. Leak is scheduled for repair in 2017. In 2016, the RWQCP expanded its truck-fill program to 85 permittees, a 40% increase from 2015 Watershed Protection Staff, in collaboration with the Santa Clara Valley Water District and City of Mountain View, have moved forward with a feasibility study of enhancing the quality of the RWQCP recycled water by adding an advanced treatment system such as reverse osmosis. An advanced treatment system is expected to significantly decrease recycled water salinity amongst other water quality improvements. Note: For more information, see the 2017 Clean Bay Plan available at cleanbay.org. Trash Reduction in creeks, streets, and along Bay Meet Bay Area Municipal Regional Permit performance guideline of 60% trash reduction by 2016. Attempt to meet in 2016 a 70% trash reduction requirement set for July 1, 2017. Expand Palo Alto’s Plastic Foam Ordinance to prohibited retail sale or distribution of plastic foam products. The City of Palo Alto not only met the 60% trash reduction guideline, but also met the 70% trash reduction requirement one year ahead of schedule by reducing trash 84% by July 2016. Trash reduction is currently quantified based on on-land visual assessments (i.e. monitoring of trash reduction activity success) and the success of product bans. In December 2015, Council expanded the current plastic foam ordinance to prohibit retail sale or distribution of foam ice chests, foodware, packaging materials and egg cartons. Food service establishments have been prohibited from using plastic foam since 2010. The ordinance will go into effect on March 1, 2016. * More info located in the Long-Term Trash Plan22 and the 2015-16 Stormwater Annual Report23 ** For more information, see Section 7 in 2016 Clean Bay Plan available at cleanbay.org. 22https://www.cityofpaloalto.org/civicax/filebank/documents/38421 23http://www.swrcb.ca.gov/rwqcb2/water_issues/programs/stormwater/MRP/2016_AR/Santa_Clara/Palo_Alto_2 015-16_MRP_AR.pdf Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 46 of 57 Data: Figure 1: RWQCP 2016 Greenhouse Gas Emissions by Anthropogenic Source (contains estimates for November & December 2016 natural gas usage; data not available at time of this writing) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 47 of 57 Figure 2: Historical RWQCP Greenhouse Gas Emissions as Calculated by the Local Government Operations Protocol, Version 1.1 (2010) (contains estimates for November & December 2016 natural gas usage; data not available at time of this writing) Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 48 of 57 Figure 3: Historical Recycled Water Usage. Figure 4: Historical Active Recycled Water Permits. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 49 of 57 Figure 5: Historical Recycled Water Salinity (total dissolved solids). Top Three Sustainability Initiatives for 2017: Sustainability Initiative Objective Anticipated Outcome(s) RWQCP Greenhouse Gas Reduction Continue to reduce, track, and report GHG emissions associated with wastewater treatment. Develop a sea level rise policy for the City of Palo Alto operations. Track and report GHG emissions to City, state, and federal agencies. Update the GHG Factsheet to accurately disperse information Continue to make progress in decommissioning the sewage sludge incinerators by 2019, including building the Dewater and Loadout Facility. Continue to purchase carbon-neutral electricity and green natural gas for use at the RWQCP. Adopt a sea level rise policy in 2017. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 50 of 57 Recycled Water Expansion Promote the use and expansion of the RWQCP Recycled Water Program as a sustainable and reliable alternative source of water. Continue to review and approve permit applications for use of the truck-fill station. Promote the Recycled Water Program using a newly updated factsheet. Continue to collaborate with other agencies to evaluate appropriate expansion opportunities under the Northwest County Recycled Water Strategic Plan. Complete the Advanced Water Purification System Feasibility Study to evaluate appropriate salinity-reducing treatment technologies. Further evaluate and repair the 72-inch interceptor for saline groundwater infiltration and corrosion. Green Stormwater Infrastructure (GSI) Establish a new stormwater management approach that considers GSI as a non-structural tool that helps to treat and infiltrate stormwater, rather than it entering the City’s conveyance system to the Bay. Per the 2015 Municipal Regional Stormwater NPDES Permit (MRP), a Bay Area-wide permit issued by the San Francisco Bay Regional Water Quality Control Board (Regional Board), the following deadlines must be met: Complete City-wide GSI Plan framework by July 1, 2017. Complete City-wide GSI Plan by July 1, 2019. Challenges: Future GHG Reductions: The RWQCP has made large reductions in GHG emissions over the past 5 years due to incinerator tuning, landfill gas replacement of natural gas in the afterburner, aeration basin optimization, installation of variable frequency drive lift pump controls for the trickling filters, as well as purchasing greener energy options. Ongoing RWQCP optimization will continue, however the major GHG reductions from optimization projects have already occurred. RWQCP GHG emissions associated with biological treatment and baylands conversion are expected to gradually increase over time as water conservation increases and the service area population and economy grow. Future GHG reductions will be largely contingent on future plans to phase out sewage sludge incineration expected in 2019, the new biosolids treatment process expected in 2025, and the availability/quality of landfill gas as a replacement for natural gas in the incinerator (Figure 6). Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 51 of 57 Figure 6: RWQCP GHG Emissions & Projected Future Decreases from Change in Biosolids Treatment Processes. Drought and Increased Economic Activity: Drought conditions in the service area have increased water conservation efforts and significantly decreased flows entering the RWQCP. Additionally, the recent economic recovery and growth in the service area increases the daytime population that increases inputs to the RWQCP from toilet flushing versus more dilute inputs such as showering. Decreased flows combined with increased daytime populations have a combined impact of increased loads and concentrations of pollutants such as ammonia and total dissolved solids (salinity). Higher pollutant loading and concentrations strain the current treatment process that was originally designed for treating more dilute wastewater. This issue is anticipated to pose continued challenges with meeting permit limits and internal goals (such as salinity reduction) should drought become more common with predicted climate change. Recycled Water: One of the challenges with recycled water is that its quality is very dependent upon the quality of the wastewater that is sent to the RWQCP for treatment. Leaky sewer pipes increase the salinity that must be removed at the RWQCP for future expanded use of recycled water. Locating and subsequently relining these leaky pipes is challenging and requires not only special evaluations but also cross-departmental collaboration. Another challenge with the expansion of the RWQCP’s Recycled Water Program is the required expansion of the recycled water transmission pipelines. Current pipelines are limited to the area adjacent to the RWQCP. Expanding this pipeline is expensive and may not be cost effective depending on the expected demand for recycled water. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 52 of 57 Green Stormwater Infrastructure (GSI): The City of Palo Alto must adhere to requirements addressed in the 2015 MRP, which has identified particular activities and pollutants that the City (in addition to other Bay area cities) must address in order to manage stormwater discharges into creeks, the Bay, and other waterbodies. In order to reduce stormwater flows and pollutants to the City’s stormwater conveyance system (and later into the Bay) as well as erosion of nearby creeks, the MRP requires municipalities to incorporate, where possible, green stormwater infrastructure features in the public right-of-way and facilities. The methodology for doing so will be outlined in a framework that is due to the Regional Water Board on July 1, 2017. In order to successfully identify an effective, long-term implementation approach, various City Departments and staff must buy in and take ownership of this new perspective of stormwater management. This culture shift will take time, energy and resources, though staff anticipates progress in 2017 due to the City’s successful 2015 GSI project in the Southgate neighborhood. In addition, the Community Services Department’s parks maintenance staff, who has been maintaining the Southgate project (with a contractor’s assistance), has limited funds to maintain additional GSI features. Thus, City staff will need to be creative in identifying funding sources and partnerships for both implementation and maintenance of GSI features. Though these sources will not need to be identified until the 2019 GSI Plan, staff will start to discuss various options in 2017. # # # Supplemental Materials: 2017 Clean Bay Plan24 Regional Water Quality Control Website: www.cleanbay.org 24 http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=1527&TargetID=65 Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 53 of 57 Department Name: Public Works Environmental Services Division, Zero Waste and Landfill Operations Background: The City of Palo Alto adopted a Zero Waste policy in 2005. Since then, the City as a whole has dramatically reduced the amount of material going into landfills. The City now has a waste diversion rate of 80 percent, up from a 63 percent diversion rate in 2005. The City’s solid waste related greenhouse gas emissions stem primarily from two sources: (1) the fugitive emissions from the landfill where materials are buried; and (2) the emissions that result from having to mine or fabricate new resources (e.g., aluminum, glass, paper, plastic, etc.) instead of recovering these resources from recycled materials. Programs that have helped the City progress towards its greenhouse gas emissions reduction goals as well as zero waste goals include: simplifying the residential recycling collection process, collecting and composting commercial food scraps, and engaging the community with effective zero waste marketing campaigns. While economic activity and construction have an impact on the overall amount of material disposed, Zero Waste programs have helped keep tens of thousands of tons of material out of the landfill. In 2008, 68,228 tons were disposed in landfills. By 2015, that amount was reduced to 47,155 tons, a 31% reduction. Many more tons are now recycled or composted at homes, businesses, and construction sites. The amount of recyclable materials collected and diverted from the landfill increased from about 13,000 tons diverted in 2008 to 19,232 tons in 2015. Commercial compost collection, which started in 2009, and single-family residential customers’ compost collection, which began in 2015, diverted over 17,975 tons per year of food scraps and food soiled paper from the landfill as compared to 11,582 in 2014 – an increase of over 6,000 tons in one year. For new construction, 75 percent of all material must be recycled or reused on site as part of the City’s Green Building Program put into place in 2013, superseding the Construction and Demolition Debris Ordinance of 2004. The Palo Alto Landfill is owned, monitored and maintained by the City of Palo Alto. The municipal solid waste landfill operated from the 1930’s to 2011 and is now in the post-closure phase. The long-planned end use of the landfill is parkland. The Environmental Services Division in the Public Works Department is responsible for the post-closure care of the landfill. By law, the City is required to monitor the landfill for a minimum of 30 years to assure it does not pose an environmental hazard resulting from the release of landfill gas or the creation/release of leachate—the liquid that is created inside the landfill that must be pumped to the Palo Alto Regional Water Quality Control Plant (RWQCP) for treatment. Landfill gas is collected and either combusted in the RWQCP sludge incinerator facility or flared. Strategy: The zero waste strategy seeks to eliminate the generation of waste wherever possible, and then manage, through reuse and recycling, the discards that are created. Most cities tend to focus on “end of pipe” solutions to recover materials for recycling and/or composting; Palo Alto goes even further by emphasizing the elimination of waste with Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 54 of 57 programs like the food waste reduction program and environmentally preferred purchasing policies. For the landfill, staff has pursued two strategies to reduce greenhouse gas emissions: 1) capping the landfill; and, 2) beneficially reusing the landfill gas. Goals: Divert 95% of waste from landfills by 2030, and ultimately achieve zero waste to landfills. Improve consumption habits and reduce the total amount material sent to the landfill. Provide local recycling and composting resources. Finalize landfill closure and conversion to parkland Maximize the amount of landfill gas sent to the Regional Water Quality Control Plant. Initiatives and Activities: In April 2016, the City began implementing the first phase of the Recycling and Composting Ordinance that required all large businesses and institutions, food service establishments, and multifamily complexes to subscribe to compost services. The City anticipates that this ordinance will dramatically increase the amount of food scraps composted and kept from the landfill. Enforcement of second phase of the ordinance began in January 2017 and covers medium sized customers (commercial customers with two cubic yards of garbage service per week). The third and final phase of the ordinance requires all commercial customers to subscribe to compost service by January 1, 2018. The ordinance also requires all residents, businesses, and visitors to their sort waste properly. The City is also engaged in strategies to reduce waste. The City has partnered with GoBox to provide an easy to use “to go” container for downtown Palo Alto lunchtime eaters. The City has also partnered with Rethink Disposables to provide technical support to local restaurants on how they can save money and reduce their environmental footprint by switching from disposable food service ware to reusables. The landfill closure work was completed in November 2015. The closure work included constructing a new alterative design cap called an evapotranspirative cap. Completion of the cap is expected to reduce the amount of fugitive landfill gas emissions. In addition the landfill continues to send landfill gas to the Regional Water Quality Control Plant where it is used in their incinerator. This reduces the amount of carbon dioxide emitted by the combustion of landfill gas. Top Three Sustainability Initiatives in 2016 Sustainability Initiative Objective Outcome Food Waste Reduction program Deliver outreach messages and tools to residents and businesses on how to reduce the amount of The quantity of waste diverted is not currently measured by the City’s implementation partner. Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 55 of 57 food wasted. Cap the landfill Cap the entire landfill. Expect fugitive landfill gas emissions to continue to go down. The entire landfill has been capped. The capping work was completed in November 2015. Increase beneficial reuse of landfill gas Modify controls at the flare station and incinerator Better control and metering of landfill gas to the incinerator Data: Annual Diversion Rate, 1995-2014 Historical City of Palo Alto Landfill GHG Emissions, 2005 (baseline) - 2015 Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 56 of 57 Overall the trend in the City of Palo Alto GHG emissions is downward. Fluctuations in GHG emissions are likely the result of closure activities. The closure activities include years of decreased waste acceptance followed by a year of increased waste placement, expansion of the gas collection system and completion of cover operations. Forecast: Solid Waste Related GHG Emissions in metric tons (MT) carbon dioxide equivalents (CO2e) for the Palo Alto Landfill. Emissions Source 2017 Emissions 2018 Emissions 2019 Emissions Palo Alto Landfill GHG emissions during the year 6,5000 6,5000 6,000 With the completion of the landfill cap and upgrades to the landfill gas collection system the City expects the Palo Alto Landfill GHG emissions to continue to trend downwards over the next 30 years. The rate of the drop in GHG emissions is difficult to estimate this early in the completion of the cap but as time goes on the rate should be more predictable. Trend: Solid Waste Related GHG Emissions in metric tons (MT) carbon dioxide equivalents (CO2e). Emissions Source 2005 Emissions1 (baseline) 2013 Emissions 2014 Emissions 2015 Emissions (current) 2016 Emissions (current) Difference (current- baseline) Percent Difference Palo Alto Landfill emissions during the year2 9,900 5,110 9,427 8,617 6,527 (1,283) -13% Attachment D: Highlights of Sustainability Initiatives by City Municipal Operations Page 57 of 57 Life cycle fugitive emissions3 2,883 1,931 1,919 1,986 1,850 (1,033) -36% Landfilling recyclable materials3 13,650 8,934 8,892 9,910 9,905 (3,745) -27% 12005 GHG Emissions are baseline calculations. 2Code of Federal Regulations (CFR) Title 40, Part 98, Subpart HH model used to calculate greenhouse gas emissions produced by Palo Alto Landfill. 3EPA Waste Reduction Model (WARM) using CalRecycle landfill data used to calculate greenhouse gas emissions produced by handling and disposal of City generated solid waste and includes the capture of recyclables at the Sunnyvale Material Recovery and Transfer Station. The data has been revised to use the latest EPA WARM version 14. Challenges: The Regional Water Quality Control Plant incinerator beneficially reuses some but not all of the landfill gas. The system is still being optimized to increase the amount of landfill gas the plant can use. Product design and packaging development is largely outside of the City’s control. The City has implemented a number of internal programs to reduce packaging and waste including the banning polystyrene packaging for City purchases, and can further encourage residents and businesses to join us in these efforts. The audience with the most control over waste sorting--janitorial and custodial staff--is difficult to reach, train, and keep informed of new programs. To address this audience, staff, along with Spanish-language support from the City’s contract trash hauler GreenWaste of Palo Alto, conducts regular trainings for employees of City facilities. In keeping with a City-wide “we go first” strategy, the municipal diversion rate should be equal or higher to the residential and commercial waste streams. Staff is providing training and improved signage to City departments, and has begun internal benchmarking to build awareness and engagement. Attachment E: Sustainability Policy and Organizational Structure Page 1 of 5 Attachment E: Sustainability Policy and Organization Structure Shown below is the City’s Sustainability Policy approved by the Council in 2007. POLICY AND PROCEDURES 5-01/MGR First adopted in April, 2000 Revised June 18, 2007 CMR: 260:07 SUPPORT FOR SUSTAINABILITY POLICY STATEMENT It is the intent of the City of Palo Alto to be a sustainable community – one which meets its current needs without compromising the ability of future generations to meet their own needs. In adopting this policy, the City of Palo Alto accepts its responsibility, through its operations, programs and services to: Economy: Maintain a healthy, thriving and well-balanced economy comprising a blend of large and small business, which encourages the development of independent businesses and is resilient to the economic changes common to California’s economy Social Equity: Continuously improve the quality of life for all Palo Alto community members without adversely affecting others Environment: Enhance the quality of the air, water, land and other natural resources by minimizing human impacts on local, regional and global ecosystems through greater conservancy, reduced pollution, increased efficiency, and protection of native vegetation, fish, wildlife habitats and other ecosystems. In working toward these goals, the City will, when appropriate, align and partner with community groups, businesses, non-profits, and neighboring communities. NOTE: Questions and/or clarification of this policy should be directed to the City Manager’s Office. Attachment E: Sustainability Policy and Organizational Structure Page 2 of 5 Organizational Structure to Facilitate Sustainability Actions and to Achieve Goals City Manager determined that the City’s many cross-departmental environmental sustainability activities requires a clear organizational structure to succeed. In preparation for the recruitment of the new position of Chief Sustainability Officer (CSO), roles and responsibilities for each part of the organization was established. Sustainability Board: Comprising of Directors from key departments, will establish the vision and goals for the overall effort, approve the CSO’s work plan, and identify and approve resources to complete the work plan tasks. Sustainability Executive Advisory Group: To solicit input from outside the City, the City Manager will organize and lead such an ad hoc group, whose membership will include key executives from Palo Alto institutions, community leaders, and representatives from Stanford and large companies. The function of the group is to give advice and feedback to the City Manager, get input from the “real world”, forge and leverage international relationships/partnerships, build excitement, and model and motivate behavioral changes. Chief Sustainability Officer: The CSO will report to the City Manager and take direction from the Sustainability Board. A critical task of the CSO is to develop the long-term sustainability work plan and prioritize tasks for each fiscal year. The CSO will work with a larger group of individuals from many City departments to complete the tasks on the work plan. That larger group, the Sustainability Team, will organize itself into committees to implement the work plan as prioritized by the CSO. Participants in the Sustainability Team will be embedded in job descriptions and annual appraisals to ensure that team members understand that the sustainability work plan tasks are key City priorities. The CSO will also be responsible for community outreach on sustainability efforts and will act as the co-chair of community based Community Environmental Action Partnership (CEAP). Green Team: This is a long standing individual employee initiative driven team with voluntary membership. The Green Team includes employees from many work groups and has historically been project-based with the goal to complete projects and a bias towards action. This group of engaged employees will be a valuable asset for the CSO to work with as they act as ambassadors to their own work groups and spread the word on sustainability throughout the City. Many Green Team members will also be on the Sustainability Team. The CSO will act as the liaison to the Green Team co-chairs and will convey information to and from the Sustainability Board. One of the key tasks for the CSO and the Sustainability Board, the Sustainability Team and the Green Team is to update the 2007 Climate Protection Plan. In addition, measuring performance with respect to the goals of the plan must be done on an annual basis. Attached is the line-diagram of the proposed governance structure. Attachment E: Sustainability Policy and Organizational Structure Page 3 of 5 Attachment E: Sustainability Policy and Organizational Structure Page 4 of 5 City of Palo Alto Sustainability Policies Since 1991, the Palo Alto City Council, City Manager, and City of Palo Alto Departments have adopted policies, plans, ordinances, resolutions, and principles that have helped to increase the sustainability of Palo Alto. In addition, the City of Palo Alto is currently integrating sustainability principles in the Comprehensive Plan. Council Policies Energy Risk Management Policies – October 21, 2002, Revised October 2005 Extended Producer Responsibility Policy – December 2009 (CMR 456:09) Green Building Policy for City Buildings – April 21, 2003, Revised December 23, 2007 (CMR 436:07) Integrated Pest Management – October 2001 (CMR 343:01) Recycled Water Salinity Reduction Policy – December 2009 (CMR 111:10) Single-Use Plastic Policy – April 2009, Revised September 22, 2016 (CMR 215:09) Support for Sustainability – April 2000, Revised June 18, 2007 (CMR 260:07) Council Approved Plans Baylands Master Plan – 2008 Bicycle and Pedestrian Transportation Plan – July 2012 Bicycle Transportation Plan – May 2003 Carbon Neutral Plan for the Electric Supply Portfolio – March 4, 2013 (Staff Report 3550) Clean Bay Pollution Prevention Plan – 2014 Climate Protection Plan – December 3, 2007 (CMR 435:07) Disinfection Alternatives Work Plan – August 2005 Gas Utility Long-Term Plan – April 23, 2012 (Staff Report 2552) Local Solar Plan – April 21, 2014 (Staff Report 4608) Long Term Energy Acquisition Plan (LEAP) - April 16, 2012 (Staff Report 2710) Palo Alto Comprehensive Plan - 2015 (Staff Report 5969) Recycled Water Facility Plan – December 2008 Sustainability and Climate Action Plan - November 28, 2016 (Staff Report 7304) Urban Forest Master Plan – May 11, 2015 (Staff Report 1332) Urban Water Management Plan (2010) – June 2011 Urban Water Management Plan (2015) - June 2016 Utilities 2011 Strategic Plan – July 18, 2011, Revised August 5, 2013 Zero Waste Strategic Plan – October 2005 Ordinances Disposable Checkout Bag Ordinance – May 6, 2013 (See website for more information) (Staff Report 3065) Electric Vehicle Supply Equipment Ordinance 5263 - Effective September 2014 through 06/19/2015 Energy Reach Code Ordinance 5383 - Effective 01/01/2017 Energy Reach Code Ordinance 5345 - Effective 09/10/2015 through 12/31/2016 Green Building Ordinance 5393 - Effective 01/01/2017 Green Building Ordinance 5324 - Effective 06/22/2015 through 12/31/2016 Green Building Ordinance 5220 - Effective December 2013 through 06/19/2015 Attachment E: Sustainability Policy and Organizational Structure Page 5 of 5 Polystyrene Reduction Ordinance – May 11, 2009, Revised April 29, 2010 (See website for more information) (CMR 201:09) (CMR 206:10) Recycled Water Infrastructure Ordinance – May 12, 2008 (CMR 203:08) Sewer Use Ordinance – June 21, 2010 (CMR 252:10) Smoking Ordinance – October 3, 1995, updated December 5, 2016 (Staff Report 7544) Stormwater Pollution Prevention Ordinance - January 10, 2011 Resolutions and Adopted Principles Ahwahnee Water Principles Resolution No. 8560 - 2005 (Modified Ahwahnee Water Principles) Bay Friendly Landscaping Resolution – January 22, 2008 Carbon Neutral Plan for the Electric Supply Portfolio Resolution No. 9322 – March 4, 2013 Establishing a Local Solar Plan Resolution No. 9402 – April 21, 2014 Green Business Program Resolution No. 7877 – July 19, 1999 Palo Alto Energy Risk Management Policy Resolution No. 9454 – October 6, 2014 Potential Impacts of Climate Change and Externality Costs Resolution No. 9013 – December 7, 2009 State and National Extended Producer Responsibility Actions Resolution No. 9017 – December 14, 2009 City of Palo Alto (ID # 8066) City Council Staff Report Report Type: Action Items Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: Discuss S/CAP Implementation Plan Title: Discuss the Draft 2017-2020 Sustainability Implementation Plan (SIP) and Direct Staff on Next Steps From: City Manager Lead Department: City Manager Recommendation Staff recommends that City Council: 1. Accept the attached (Attachment B) Sustainability/Climate Action Plan (S/CAP) Sustainability Implementation Plan (SIP) "Key Actions," including those for Chapters on Mobility, Energy, Zero Waste, Water Management, Municipal Operations, Adaption and Sea Level Rise, the Natural Environment, and Finance. 2. Authorize staff to proceed on the Key Actions, including analytical work and consultation with stakeholders. In addition, as a next step Staff will conduct the requisite environmental review on potential projects and programs, including under the California Environmental Quality Act (CEQA), and ultimately return to Council for action on the complete S/CAP (including Framework and all actions) and adoption of the appropriate environmental documents. Staff will return to Council as needed for approval of specific S/CAP Projects, Policies and/or Budget items requiring additional allocation of staffing and/or financial resources. Executive Summary On November 28, 2016, Council adopted the Palo Alto’s S/CAP Framework, directing staff to return with a Sustainability Implementation Plan that would include the more detailed action items. Staff has been working on these detailed action items and is bringing forward items identified as “Key Actions” for Council consideration. The intent of these key actions is to articulate what can be accomplished within the three year timeframe between now and 2020 to continue progress toward the S/CAP overall target to attain an 80% greenhouse gas reduction from 1990 levels by 2030. Staff envisions bringing a completed S/CAP, including SIP and environmental review, back to Council later this year to inform annual budget and program decisions, then updating it in 2020 and 2025. City of Palo Alto Page 2 Background On 4/18/16 City Council first received and discussed the draft Sustainability/Climate Action Plan (S/CAP), and unanimously (8-0) approved the following motions1: A. Adopt a goal of 80% greenhouse gas (GHG) reduction by 2030, calculated utilizing the 1990 baseline; B. Direct staff to return within two months with a process for integration of the Sustainability and Climate Action Plan (S/CAP) with the Comprehensive Plan Update; C. Support the general framework of the S/CAP; D. Support the S/CAP Guiding Principles, which are to be reviewed and formally adopted within six months. In response to these directives, Staff formed seven inter-departmental teams to develop a “Sustainability Implementation Plan” (SIP) covering the key S/CAP Chapters: Mobility, Energy, Water, Zero Waste, Municipal Operations, Adaption and Sea Level Rise, and Natural Environment. Staff has also been working in parallel on the Comprehensive Plan Update, and is scheduled to bring forward all of the Community Advisory Committee’s (CAC’s) recommended changes to the City Council for their review prior to the City Council’s summer break. This means that it will be increasingly possible to align the two planning efforts as envisioned in the handout prepared for the Sustainability Summit (Attachment C). Discussion Staff has undertaken the development of the S/CAP in several phases. An overview of the S/CAP organization and definition of terms is provided in Attachment A, with the key milestones described here: The April 2016 draft S/CAP, including draft anticipated Actions through 2030, as well as GHG reduction analysis and financial impact analysis for most critical measures. A subset of the S/CAP called the "Framework", including Guiding Principles, Design Principles and Decision Criteria, and Goals and Strategies, (with draft Actions in the April 2016 Draft removed; and Goals and Strategies enhanced in several Chapters). The S/CAP Framework was adopted by Council on November 28, 2016. (These terms are explained in the Glossary section of Attachment A.) A "Sustainability Implementation Plan” (SIP) covering each Chapter of the S/CAP Framework. The full SIP is in progress, with “Key Actions” presented in Attachment B. 1 http://www.cityofpaloalto.org/civicax/filebank/documents/52025 City of Palo Alto Page 3 Staff will return to Council with the full S/CAP, including SIP and environmental review, back to Council later this year. In the future, staff will report progress annually (or more often as warranted), and anticipates updating the S/CAP in 2020 and 2025. Resource Impacts Much of the funding to implement the SIP is already embedded in existing Department Budgets. Additional funding or staffing will be required to implement all the Key Actions in the SIP. This will be identified as we move ahead and submitted to Council for approval separately. Council can approve the SIP now, with the understanding that if additional funding is not approved, some Key Actions in the SIP will not be implemented. CEQA review will be conducted by a consultant engaged by the Office of Sustainability (OOS), which currently estimates a cost of roughly $40,000, which is included in the OOS FY 2017 Contingency Budget. Policy Implications As indicated above, the City Council has adopted the S/CAP overall target of reducing Palo Alto’s GHG emissions to 80% below 1990 levels by 2030, which will also be the horizon year of the updated Comprehensive Plan. The S/CAP also addresses other sustainability topics that overlap and complement the updated Comprehensive Plan, making coordination between the two planning efforts a critical exercise. Staff has been working to ensure this integration, has conducted a “cross-walk” analysis of both plans, assisted by a sustainability subcommittee of the Comprehensive Plan Community Advisory Committee (CAC). While this effort is not yet complete, the two planning efforts are proceeding in parallel, including: Incorporation of key S/CAP goals and strategies into the Comp Plan as Comp Plan policies and programs; “Cross-walk” and identification and resolution of potential conflicts between the drafts; Incorporation of the entire S/CAP into the Comp Plan "by reference," acknowledging that the S/CAP will be a living document which is likely to be revised and updated more frequently than the Comp Plan. Exploration of Comp Plan references within the S/CAP as well. Again, Attachment C includes the handout prepared for the sustainability summit that summarized our initial approach to the integration of these two planning efforts. Questions regarding the relationships, consistency, and integration among planning efforts are to some extent inevitable, as Palo Alto has placed a high priority on strategic decision making while advancing multiple priorities. While this is particularly relevant as the Comprehensive City of Palo Alto Page 4 Plan nears completion, it is also an important consideration between the S/CAP and priority areas such as the Urban Forest Master Plan, Parks/Trails/Open Space Master Plan, and Utilities plans. Given the likelihood of overlapping update timeframes among these plans, staff endeavors to ensure that current efforts reflect the latest developments within areas of specialized knowledge and are coordinated accordingly among departments and stakeholders. This coordination challenge reinforces the importance of timely completion of planning efforts, both for the efficient use of resources and to minimize the potential for changes in underlying assumptions to require significant rework before priorities can be finalized. Environmental Review Acceptance, discussion and direction to staff regarding next steps concerning the S/CAP SIPs does not meet the California Environmental Quality Act’s (CEQA) definition of a “project under California Public Resources Code section 21065” at this time. Staff will conduct the requisite environmental review on projects and proposals set forth in the SIPs in advance of any Council action on them. Note that ongoing projects identified in the SIPs that have already been approved by Council were also subject to the necessary environmental review. Over the next few months, staff plans to conduct CEQA review, and return to Council for adoption of the complete S/CAP (including Framework and all actions). Attachments: Attachment A: S/CAP Definition of Terms Attachment B: 2017-2020 Sustainability Implementation Plan Attachment C: CompPlan/SCAP Integration Plan Attachments: Attachment A: S/CAP Definition of Terms Attachment B: 2017-2020 Sustainability Implementation Plan Attachment C: S/CAP - CompPlan Handout Version 10: March 14, 2017 Definition of Terms 2016-2030 Sustainability and Climate Action Plan (S/CAP) – An ambitious plan to reduce the city and community’s greenhouse gas emissions to meet climate protection goals and to address broader issues of sustainability, such as land use and biological resources. S/CAP includes an overall Greenhouse Gas (GHG) reduction target, Guiding Principles, Design Principles, Decision Criteria, Chapters, Goals, Strategies, Actions, and 2030 Performance Targets. Staff anticipates reviewing and revising the SCAP for 2020 and every five years thereafter. Overall Target – The overall GHG reduction target of the S/CAP - achieving an 80% reduction in Greenhouse Gases (GHGs) below 1990 levels by 2030 – was unanimously approved by Council on April 18, 2016. Framework – The S/CAP Framework includes the Guiding Principles, Decision Criteria, Design Principles, and key Goals and Strategies. The Framework is the road map for development of the Sustainability Implementation Plans, and was adopted unanimously by Council on Nov. 28, 2016. Chapter – The topic-specific sustainability levers outlined in the S/CAP. These include: Mobility; Energy; Water Management; Zero Waste & Circular Economy; Municipal Operations; Climate Adaptation & Resilience; Regeneration & Natural Environment; Financing Strategies; Community Behavior, Culture, and Innovation; and Utility of the Future. Goals – The desired results or intended outcomes for each S/CAP Chapter that will contribute to achieving overall S/CAP overall targets. Strategies – The overarching approaches for meeting the S/CAP Goals for each S/CAP Chapter Actions – Specific actions, measures, or policies designed to fulfill S/CAP Strategies for each S/CAP Chapter. Principles and Criteria – Guiding principles, design principles and decision criteria to assist Staff in developing, refining and selecting near term strategies that support the City’s long term vision and goals. 2017-2020 Sustainability Implementation Plan (2017-2020 SIP) – A near-term plan outlining goals from the S/CAP Framework and key actions for 2017 to 2020. Goals and key actions, grouped by S/CAP Chapter, including: Mobility; Energy; Water Management; Zero Waste & Circular Economy; Municipal Operations; Climate Adaptation & Resilience; Regeneration & Natural Environment; and Financing Strategies. Staff anticipates creating a new near-term SIP every three to five years. 2020-2030 Sustainability Implementation Plans (2020-2030 SIPs) – Specific strategies and actions for each S/CAP chapter, to be determined based on the experience of implementing the 2017-2020 SIP. Staff anticipates creating a new SIP every three years. Version 10: March 14, 2017 CITY OF PALO ALTO Sustainability Implementation Plan (SIP) Key Actions 2017-2020 Sustainability Implementation Plan 2017-2020 Page 2 of 15 SUSTAINABILITY IMPLEMENTATION PLAN KEY ACTIONS 2017-2020 On November 28, 2016, City Council approved the Sustainability Climate Action Plan (S/CAP) FRAMEWORK1 for the City of Palo Alto, including GOALS and STRATEGIES. Council directed Staff to return with a Sustainability Implementation Plan (SIP) specifying ACTIONS needed to build City capacity to achieve the “80x30” GHG reduction goal unanimously endorsed by Council on April 18, 2016. (Note: GHG reduction is not S/CAP’s only goal, but is a key indicator tied to other goals and co-benefits addressed by SOP actions.) As a next step, the current document includes all the GOALS from the S/CAP Framework, and KEY ACTIONS for 2017 to 2020 (a subset of all of the SIP ACTIONS which are being finalized by staff). This document also identifies the budget requests which would be needed for FY 2018 (only). Some of the Key Actions can be adopted readily at a staff level; some will require review and approval by Council; and all will require environmental review, including under the California Environmental Quality Act (CEQA), prior to adoption and implementation. As this work proceeds within the 2017-2020 time frame, Staff will revise plans as necessary, based on implementation experience—returning to Council for policy and budget approvals as needed. SIP actions and budgets will be added and amended based on evaluating progress at least every three years, beginning in 2020. The total estimated cost of the SIP Key Actions for FY 18 is approximately $1.5 Million (not including Mobility, CEQA review, or OOS Project Management staff). Staff estimates that these Key Actions and other actions could enable Palo Alto to reduce GHG emissions up to 50% (from the 1990 base year) by 2020 as the SIP is implemented (depending of course on the pace of implementation)2. That will be a major step forward towards the S/CAP’s 2030 Goal of 80% GHG reduction, which far exceeds the state of California’s world-leading reduction goals of 40 percent by 2030 and 80 percent by 2050. As the rest of the country looks to California for leadership in sustainability, the City of Palo Alto will continue to lead by example. Key Timeline Dates: 2016 – Begin Development of SIP with department leaders and staff Q2 2017 – SIP Key 2017-2020 Actions to Council 2017 – Conduct CEQA Review FY 2018 – Bring full S/CAP to Council for adoption 2020 – Report progress, evaluate, adjust and update S/CAP 2020 – Achieve 50 % GHG Reduction 1 See “Definition of Terms” at the end of this document. 2 Based on 1) SCAP projections (for which we are behind schedule) and 2) Carbon Neutral Natural Gas, which alone will take Palo Alto to more than 60% reduction). Sustainability Implementation Plan 2017-2020 Page 3 of 15 2030 – Achieve S/CAP Goals including 80 % GHG Reduction Sustainability Implementation Plan 2017-2020 Page 4 of 15 SUSTAINABILITY IMPLEMENTATION PLAN 2017—2020 GOALS ENERGY Reduce GHG emissions and energy consumption in buildings Increase building developer/owner/operator learning and accountability via performance requirements Reduce natural gas use in buildings through electrification Reduce carbon intensity of natural gas use via purchase of carbon off-sets MOBILITY Expand non-SOV (single-occupancy vehicle) mobility options Create right incentives for mobility Use balanced development to reduce SOV travel Reduce carbon intensity of vehicles WATER MANAGEMENT Reduce consumption Provide sufficient quantity of water of the right water quality for the right use Protect creeks, bay, and groundwater Lead by example ZERO WASTE & CIRCULAR ECONOMY Divert 95% of waste from landfills by 2030, and ultimately achieve zero waste to landfills Save energy & reduce pollutants in waste collection, transportation, and processing MUNICIPAL OPERATIONS Create energy and water efficient buildings Minimize emissions & maximize efficiency of City Fleet “Default to Green” purchasing for goods & services Embed sustainability in City management systems, processes, and operations CLIMATE ADAPTATION & RESILIENCE Plan for the upcoming changes in our climate and environment Protect the City from climate change hazards Adapt to current & projected conditions Empower local community and foster regional partnerships REGENERATION & NATURAL ENVIRONMENT Renew, restore and enhance resilience of our natural environment Align S/CAP planning for the Natural Environment with other City plans Maximize carbon sequestration and storage in the Natural Environment FINANCING STRATEGIES Utilize diverse financial pathways to drive S/CAP Sustainability Implementation Plan 2017-2020 Page 5 of 15 GOALS Expand non-SOV mobility options Create right incentives for mobility Use balanced development to reduce SOV travel Reduce carbon intensity of vehicles NEW/KEY ACTIONS Work with the TMA and other agencies to expand shuttle routes and other transit services so 75% of households are within ¼ mile of stops. Explore development of “mobility as a service” (MaaS) offerings including flexible, responsive services, apps and commuter programs. Align City facilities, parking services and commute benefit programs with MaaS approach. Encourage local ownership of 3-5,000 EVs by 2020 through programs such as group buys and explore reducing process and other barriers (e.g. fee- and rate-related barriers). Increase bicycle boulevard mileage within Palo Alto from 5.6 to 18.7 miles (by 2020), consistent with the City’s adopted Bicycle & Pedestrian Master Plan. Upgrade Class II bicycle lanes to Class IV separated bikeways, integrated with bicycle boulevards where feasible. Reestablish and expand citywide bike share program (350 bikes by 2018), integrated with regional transit. Consider adopting a carpool matching app/service with City employees serving as initial pilot. Explore using city vehicles as "ride share" vehicles, and/or contracting with 3rd party for pool car management. Consider institution of paid parking at City-owned parking lots and garages, and evaluate ways to achieve comparable programs at private parking sites; apply net parking revenues to non-auto alternatives. Explore ways to extend universal transit passes to residents and employees in transit served areas. Explore housing strategies that reduce auto trips, including mixed use, transportation demand management programs, trip caps and parking maximums. Consider redesigning existing streets to support active and non-SOV transportation modes. Prioritize traffic signal timing to reduce GHG emissions as well as travel delays. Promote EV charger installation. Evaluate incentives, policies, and financing options to stimulate ownership/use of EVs. Continue education and advocacy to achieve a non-SOV student mode share of 40-50% for neighborhood elementary schools and 35-60% for all middle and high schools. MOBILITY Road transportation represents about 66% of Palo Alto’s existing carbon footprint – and a congestion headache. GHG’s are a function of two factors: Vehicle Miles Traveled (VMT), and the carbon intensity (GHG/VMT). Reducing GHG/VMT is largely driven by Federal Standards, state policy and vehicle offerings (including fuel efficiency and EVs). However, VMT and EV adoption can be influenced by local programs. (Lead departments: Transportation, Sustainability) The mobility marketplace is changing rapidly: Palo Alto has perhaps the highest EV penetration in the country; US EV sales are increasing 37%/year; “range anxiety” is softening as 200-300 mile range EVs hit the market this year; Lyft and Uber are growing in significance; Autonomous Vehicles are on the way. In addition, land use and mobility interact in substantial and complex ways. Sustainability Implementation Plan 2017-2020 Page 6 of 15 GOALS Reduce GHG emissions and energy consumption in buildings Increase building developer/owner/operator learning and accountability via performance requirements Reduce natural gas use in buildings through electrification Reduce carbon intensity of natural gas use via purchase of carbon off-sets NEW/KEY ACTIONS Ensure Utilities Strategic Plan addresses resource needs and business model changes to implement sustainability initiatives, including adapting to impacts of distributed energy resources, new technologies, and other changes to the utility service model. Develop higher local energy efficiency (& Net Zero) standards for new & existing buildings through codes & standards. Develop a post-occupancy regulatory process for commissioning/retro-commissioning and energy benchmarking to improve building design, construction and performance. Explore options for using performance requirements and transparency to increase learning and accountability of building operators; use data driven decision criteria to improve building performance. Encourage voluntary electrification of natural gas appliances by reducing barriers where possible (processes, fees, rates, financing, regulation, supply chain, etc.), educating consumers and contractors, and implementing utility pilot programs (e.g. heat pump water heaters and space heaters). Facilitate the adoption of local distributed energy resources (DER) such as PVs, EVs, and storage with the goal of generating 2% of electricity needs locally by 2020 (and 4% by 2023). Complete assessment of smart grid investment merits and long term electric distribution system investment needs by early 2018 to support energy and electrification goals. Develop a ZNE Roadmap and baseline energy study for existing buildings. Explore formation of an eco-district complete with a board and participating members. Implement utility energy efficiency (EE) programs to achieve cumulative electric and gas EE savings of 2% by 2020. Implement natural gas offset program approved by Council; prioritize investment in cost- effective local offset projects, where feasible. ENERGY Efficiency, renewables and electrification are key to Palo Alto’s—and California’s—low carbon energy strategy, but pace of implementation will depend on technology evolution and cost-effectiveness as well as market acceptance. Electrification—and encouraging existing buildings to upgrade to modern energy efficiency levels —may pose significant strategic and operating challenges for the City of Palo Alto Utilities (CPAU). (Lead departments: Utilities, Development Services) Emissions from natural gas use represent ~25% of Palo Alto’s remaining carbon footprint. The decreasing emissions of California and Palo Alto’s energy supply due to renewable energy opens the opportunity to reduce natural gas use through electrification in addition to continued efficiency measures. Palo Alto will first seek to reduce natural gas usage through energy efficiency and conservation, followed by electrification of water heating, space heating, and cooking / clothes drying where cost effective. Sustainability Implementation Plan 2017-2020 Page 7 of 15 GOALS Divert 95% of waste from landfills by 2030, and ultimately achieve zero waste to landfills Save energy & reduce pollutants in waste collection, transportation, and processing NEW/KEY ACTIONS Study waste composition & develop new Zero Waste Operations Plan to identify new programs needed to achieve above goals. Develop new local Construction & Demolition (C&D) and deconstruction requirements. Increase conversion of Refuse Collection Fleet to compressed natural gas (CNG) & electric, with a pilot electric collection truck in FY18. Develop local policies to support State recycling and Extended Producer Responsibility (EPR) regulations to increase the responsibility of manufacturers and retailers to reduce waste and recycle their products. Utilize a wide variety of outreach and engagement techniques to increase sharing, reuse, recycling and composting. Develop regional partnerships (such as with Goodwill & others) to promote sharing, reuse and recycling. Identify local processing facilities, especially for diapers, bathroom, & pet waste--the wastes currently hardest to manage. ZERO WASTE & CIRCULAR ECONOMY Reducing the amount of waste discarded in landfills is an important strategy for both greenhouse gas reductions and overall sustainability. Diverting waste from landfills occurs through product changes, material use reduction, reuse, recycling, and composting. These create a “circular economy” where materials, water and energy do not create waste or pollute, but rather contribute their value back into a sustainable, circular cycle of human and ecosystem activity. (Lead department: Public Works) Palo Alto’s current “diversion rate” is 79%, close behind San Francisco as one of the leading cities in the US. Getting to our 95% goal will require both refinement of existing programs and “upstream” work with both the businesses that generate what will become waste and the residents and companies that purchase what will eventually become waste. Sustainability Implementation Plan 2017-2020 Page 8 of 15 GOALS Reduce consumption Provide sufficient quantity of water of the right water quality for the right use Protect creeks, bay, and groundwater Lead by example NEW/KEY ACTIONS Develop a Green Storm Water Infrastructure Plan to better capture and infiltrate storm water back into the hydrologic cycle and integrate with Urban Forestry Plan. Develop a long-term Water Integrated Resources Plan that includes potable water alternatives, demand side management, and recycled water. Develop a local ordinance (similar to San Francisco’s) that facilitates the use of non- traditional non-potable water sources such as gray, black, and storm water. Develop programs to encourage more use of non-traditional sources of non-potable water such as gray, black, and storm water. Develop a policy and local ordinance to facilitate water self-sufficient (net zero) construction. Explore build a new or modifying an existing City facility to be water self-sufficient (net zero). Investigate installation of additional trash capture devices in the storm drain system to improve storm water quality. Investigate delivery of recycled water to other agencies for non-potable use. Investigate delivery of raw water to other agencies for further treatment. Convert ornamental turf on medians and City parks to conserve water use at existing facilities, following evaluation of costs. WATER MANAGEMENT Palo Alto has done an outstanding job of meeting annual water use reduction requirements of the current “drought.” But both potable water supplies and hydroelectric needs could be challenged by long- term shifts in California’s precipitation regime. With shifting climate patterns, and significant long-term water supply uncertainty, it would be prudent to reduce water consumption while exploring ways to capture and store water, as well as to increase the availability and use of recycled water. (Lead departments: Utilities, Public Works) Perhaps more than most of the other SIP elements, Water Management will require extensive public engagement, since many people will assume the “drought” is over, or bristle at rising water rates as deeper consumption cuts take hold (and cling to their attachment to lawns). Sustainability Implementation Plan 2017-2020 Page 9 of 15 GOALS Create energy and water efficient buildings Minimize emissions & maximize efficiency of City Fleet “Default to Green” purchasing for goods & services Embed sustainability in City management systems, processes, and operations NEW/KEY ACTIONS Evaluate City Buildings and develop appropriate water use, efficiency and electrification plans and policies for existing and new City buildings. Evaluate implementing these and other types of sustainability measures in new Capital Improvement Projects (CIPs). Strengthen City’s requirements for its own facilities by assessing the cost and benefits of meeting higher LEED & other standards. Embed sustainability in City management systems, processes, and operations, including contracting and CIPs. Update Green Purchasing policy directives, ordinances, operating procedures, tracking systems, etc. Explore options to accelerate electrification of the city fleet, including partnerships with car-sharing, leasing and other companies. Evaluate third party EV charging providers as an option for expanding EV charging infrastructure. Fund Green Purchasing Manager by adding 0.5 FTE to Administrative Services Department (ASD) to manage green purchasing. Add Green Specs & Policies to ASD Purchasing Manual. Add and enforce green elements in contracts. Explore development of an internal price for carbon in City management and finance. Add “Sustainability Impacts” section into staff report templates. MUNICIPAL OPERATIONS Palo Alto is upgrading existing facilities and purchasing and constructing new ones to achieve energy and water use efficiency while minimizing carbon and other emissions. While City operations account for only 3.1% of the community’s electric use, 2.9% of its natural gas use, and 5.3% of its water use (in 2014), it is critical for the City to demonstrate leadership and be the first to implement new reduction measures. (Lead department: Public Works) In addition to reducing expenses (for example, the ~$6m the City spends on utility service for City facilities), the City’s “we go first” commitment is key to engaging the public in comparable efforts. Sustainability Implementation Plan 2017-2020 Page 10 of 15 GOALS Plan for the upcoming changes in our climate and environment Protect the City from climate change hazards Adapt to current & projected conditions Empower local community and foster regional partnerships NEW/KEY ACTIONS Develop a Sea Level Rise (SLR) Policy and Plan, including vulnerability assessment and asset-based risk assessment. Develop strategies, policies and building codes to protect key infrastructure, and to optimize ecosystem services by maximizing horizontal levees (Ecotones) Protect existing infrastructure by designing San Francisquito Creek Joint Powers Authority (JPA) Levee Project along the Bay (SAFER). Educate property owners on risks of sea level rise and flooding. Encourage owners to build climate-adaptive/resilient features into designs. Consider adopting financial incentives to guide development and reduce flooding risk. Develop green storm water infrastructure policies and projects to capture, store and/or infiltrate water. (See Municipal Operations) Implement Palo Alto’s chapter of County Hazard Mitigation Plan. Secure funding for coastal protection by applying for Measure AA Funds. Complete the “downstream” San Francisquito Creek flood control projects. Participate in regional alliances for policy advocacy. CLIMATE ADAPTATION & RESILIENCE Palo Alto will build resilience planning into city planning, capital projects, policies, building codes, and especially near the San Francisco Bay shoreline. This includes ensuring appropriate forecasting of water supply and energy security into the future, optimizing and preserving ecosystem services to protect from sea level rise and flooding as well as implementing the Palo Alto Chapter of the County Mitigation Plan, and participating in regional alliances for policy advocacy. Further, multiple plans for engaging with the residential and business communities to educate, solicit their participation and to assist them in compliance with any new measures will be essential. (Lead department: Public Works) Recent projections by the National Research Council anticipate a potential 3 to 5.5 foot rise in SF Bay water levels by 2100. How will we prepare? What will we protect? How will we adapt? Where will we, if necessary, retreat? Sustainability Implementation Plan 2017-2020 Page 11 of 15 GOALS Renew, restore and enhance resilience of our natural environment Align S/CAP planning for the Natural Environment with other City plans Maximize carbon sequestration and storage in the Natural Environment NEW/KEY ACTIONS Explore programs and policies that use of Palo Alto’s public and private natural capital (e.g., canopy, soils, watersheds, etc.) to provide local carbon offsets and other environmental benefits Adapt canopy parklands, biodiversity & soil health to changing climatic regimes. Implement the Urban Forest & Parks Plans together. Explore expanding the requirements of the Water Efficient Landscape Ordinance (WELO) to further the S/CAP Goals. Audit Palo Alto’s Common Wealth*, and prepare a “legacy “plan to leave these assets in good condition for future generations. Develop a Green Infrastructure Policy and deploy green infrastructure for roofs, streets, parking, etc. Establish buffers for natural ecosystems & ensure No Net Tree Canopy Loss. Maximize carbon sequestration & other ecosystem services. Develop methods for providing jointly for solar carports & trees. REGENERATION AND NATURAL ENVIRONMENT Sustainability is not only about mitigation, adaptation, and resilience, but also regeneration –identifying opportunities for renewal, restoration and growth of our natural resources and environment. Palo Alto will continue to build and restore its natural resources, “common wealth” and the bio-capacity that supports it, including soils, tree canopy, biodiversity, and other components. Enhancing and maintaining Green Infrastructure will use natural areas and systems to provide habitat, flood protection, storm water management, cleaner air, cleaner water, and human health enhancement. (Lead departments: Public Works, Sustainability) *“Common wealth” refers to the wealth we share in common, including the natural environment and its ecosystem services, and civic infrastructure. Sustainability Implementation Plan 2017-2020 Page 12 of 15 GOALS Goal: Utilize diverse financial pathways to drive S/CAP NEW/KEY ACTIONS Complete development and policy direction on financial and demand-management tools including carbon-neutral natural gas, paid public parking, and paid electric vehicle charging. Explore utilizing the general fund or other financing sources to incentivize electrification (See Energy) Explore development of an internal price for carbon in City operations and financial management. (See Municipal Operations) Explore development of a local carbon tax or fund. Identify a potential neighborhoods or commercial district as a special district to carry out innovative pilot projects around GHG reduction, electric transportation development, or other approaches, possibly using the Cool Block model. . ta FINANCING STRATEGIES Implementation of the goals and strategies identified in the S/CAP will require investment of public and private funds; these investments should be designed and assessed based on GHG mitigation cost as well as net present value and return on investment. S/CAP projections are current best estimates in the face of rapidly evolving technologies and rapidly improving price/performance ratios in energy, mobility and other sectors; they will need to be revised periodically. (Lead departments: Sustainability, Administrative Services) S/CAP initiatives and other sustainability efforts may require additional funding. Options such as operating savings, parking feebates, revolving loan funds, local offsets, carbon tax or fee, green bonds, transfer taxes, public/private partnerships and private financial vehicles will be explored as needed. Sustainability Implementation Plan 2017-2020 Page 13 of 15 SUSTAINABILITY AND CLIMATE ACTION PLAN: Guiding Principles, Design Principles, and Design Criteria Council approved (November 28, 2016) these guiding principles, design principles and decision criteria to assist Staff in developing and refining near term strategies that support the City’s long term vision and goals. Fully anticipating that many things will change on the path to 2030, Council expects that Staff and Council will apply these Principles and Criteria in designing and selecting specific programs and policies to pursue, and in allocating public resources to support them. Guiding Principles The Vision Statement for the 1998 Comprehensive Plan Governance Element declares that: “Palo Alto will maintain a positive civic image and be a leader in the regional, state, and national policy discussions affecting the community. The City will work with neighboring communities to address common concerns and pursue common interests. The public will be actively and effectively involved in City affairs, both at the Citywide and neighborhood levels.”3 S/CAP builds on that vision with these guiding principles as a basis for effective and sustainable decision- making: Consider “sustainability” in its broadest dimensions, including quality of life, the natural environment and resilience, not just climate change and greenhouse gas emissions reductions. Address the sustainability issues most important to the community and select most cost-effective programs and policies—recognizing that this will entail moral and political, as well as economic, decision factors. Seek to improve quality of life as well as environmental quality, economic health and social equity. Foster a prosperous, robust and inclusive economy. Build resilience—both physical and cultural—throughout the community. Include diverse perspectives from all community stakeholders, residents, and businesses. Recognize Palo Alto’s role as a leader and linkages with regional, national and global community. Design Principles Focus on what’s feasible—recognizing that technology and costs are shifting rapidly. Prioritize actions that are in the City’s control – recognizing that we can urge others to join us, but leading by example is most effective Be specific about the actions and costs to achieve near-term goals, while accepting that longer-term goals can be more aspirational Use ambient resources: Maximize the efficient capture and use of the energy and water that fall on Palo Alto. Full cost accounting: Use total (life cycle) cost of ownership and consideration of externalities to guide financial decisions, while focusing on emission reductions that achievable at a point in time (i.e. not on life cycle emissions). Align incentives: Ensure that subsidies, if any, and other investment of public resources encourage what we want and discourage what we don’t want. Flexible platforms: Take practical near term steps that expand rather than restrict capacity for future actions and pivots. 3 http://www.paloaltocompplan.org/plan-contents/governance-element/ Sustainability Implementation Plan 2017-2020 Page 14 of 15 Decision Criteria Greenhouse gas impact Quality of life impact Mitigation cost Return on investment (ROI) Ecosystem health Resilience Impact on future generations Sustainability Implementation Plan 2017-2020 Page 15 of 15 How Will the Comprehensive Plan Update & the Sustainability & Climate Action Plan Work Together? Palo Alto’s Comprehensive Plan Update and the Sustainability and Climate Action Plan (S/CAP) are be- ing prepared in parallel and will both address issues related to sustainability, including reducing greenhouse gas (GHG) emissions and single occu- pant vehicle trips, conserving energy, water, and other natural resources, and adapting to expected changes in climate and resulting impacts such as sea level rise, drought, increased flooding and fire risk, etc. The fol- lowing points describe how these two concurrent planning efforts interact with each other. The Comprehensive Plan Update will embrace principles of sustainability via new goals, policies, and imple- mentation programs, particularly in the Transportation, Land Use & Com- munity Design, Natural Environment, and Safety elements of the updated plan. A subcommittee of the Citizens Advisory Committee has been formed to work across elements on this issue. Also, the use of icons or a special sec- tion in the final plan can allow readers to find goals, policies, and programs related to sustainability and climate change adaption wherever they occur in the document. The Comprehensive Plan Update will describe the intent and scope of the Sustainability and Climate Action Plan and explicitly incorporate the plan by reference, similar to how other important community plans will be referenced (e.g. the Baylands Master Plan; the Local Hazard Mitiga- tion Plan; the Parks, Trails and Open Space Master Plan; the Urban Forest Master Plan, etc.). As a more focused plan, the Sus-tainability and Climate Action Plan will be much more specific than the Comprehensive Plan Update when it comes to strategies for reducing greenhouse gas (GHG) emissions and for addressing other sustainability-re- lated topics. The Sustainability and Climate Action Plan will also look out farther than the Comprehensive Plan Update horizon year of 2030. Both the Comprehensive Plan Up- date and the Sustainability and Cli-mate Action Plan will require review pursuant to the California Environ- mental Quality Act (CEQA) and the Draft Environmental Impact Report (EIR) that is being prepared for the Comprehensive Plan Update will con- tain a conservative (i.e. probably high) forecast of community-wide GHG emissions in the year 2030. The Sus- tainability and Climate Action Plan will be more aspirational in assuming aggressive emission reductions. Finalization, adoption and imple- mentation of the Sustainability and Climate Action Plan will be included as a mitigation measure in the Com- prehensive Plan Update Draft EIR to ensure that the City meets or exceeds the State’s targets for GHG emission reductions in 2030 and 2050. Palo Alto’s Comprehen- sive Plan Update and the Sustainability and Climate Action Plan are being prepared in parallel and will both address issues related to sustainability. Interested in helping craft solutions to the critical issues facing us now and into the future? Join us at the Sustain- ability and Climate Action Summit:www.cityofpaloalto.org/scapreg City of Palo Alto (ID # 8120) City Council Staff Report Report Type: Informational Report Meeting Date: 6/5/2017 City of Palo Alto Page 1 Summary Title: PSB and Garage Preliminary ARB Title: Update on the Public Safety Building and California Avenue Area Parking Garage Design Concept Options to be Presented to the Architectural Review Board for a Study Session on June 1, 2017 From: City Manager Lead Department: Public Works This report is to inform Council on the City’s recent preliminary application to the Architectural Review Board for the new Public Safety Building (PSB)and California Avenue Area Parking Garage project; no Council action is necessary. Background The City intends to construct a new PSB at 250 Sherman Avenue and a new California Avenue Area Parking Garage on 350 Sherman Avenue. Under the California Environmental Quality Act, these are considered as a single project as the garage will mitigate the loss of approximately 310 existing public surface parking spaces on both sites. On April 3, 2017, Council directed staff to proceed with full preliminary design of a new 636-space parking garage concept with four levels of above-ground parking, two levels of basement parking and no retail space, and to design enhancements to the Birch Street frontage, creating an appealing interface between the garage and pedestrian sidewalk.Council discussion served to prescreen preliminary review and direct staff to prepare revisions to the Public Facility zoning ordinance to specifically accommodate public parking garages (Staff Report #7738). The proposed design of the PSB is a 3-story structure over an operational basement per previous Council direction (Staff Report #6069). City of Palo Alto Page 2 Discussion On April 18, 2017, staff submitted a preliminary application to the Architectural Review Board (ARB) for the project. Because the project is comprised of two physically separate properties, two applications were required. Application number 17PLN-00136 was for the PSB at 250 Sherman Avenue, and application number 17PLN-00135 was for the new garage at 350 Sherman Avenue. Additional application information is available through the “Building Eye” website at https://paloalto.buildingeye.com/planning. Attachments A and B are the written project description as submitted and the accompanying plans, respectively. Three distinct concepts were developed and will be discussed by ARB.Renderings of the concepts are also shown in Attachment B. For preliminary reviews, no formal action will be taken by the ARB. The discussion is intended to inform the project architect, RossDrulisCusenbery Architecture, Inc. of the best direction to proceed for the formal project application. Timeline ARB is scheduled to hold a study session to review the preliminary application on June 1, 2017. ARB meetings begin at 8:30am in Council Chambers and are televised on Channel 26. The meetings are also webcast and archived through the MediaCenter website (http://midpenmedia.org/local-tv/watch-now/). Additionally, the Historic Resources Board (HRB) is scheduled to hold a study session to review the application on May 25, 2017. The main reason for HRB review is the project’s proximity to 321 California Avenue, a structure that is eligible for the National Register of Historic Places. The buidling is currently occupied by Antonio’s Nut House, but was once the first “supermarket” in Palo Alto. The historic evaluation worksheet is included as Attachment C. Policy Implications, Submission of a preliminary ARB application is consistent with existing City policies. Environmental Review An Environmental Impact Report (EIR) will be prepared for the Public Safety Building and California Avenue Garage. To start the EIR process, an Initial Study City of Palo Alto Page 3 and Notice of Preparation (NOP) of an EIR was filed on March 24, 2017. An EIR scoping meeting was held at the Planning and Transportation Commission (PTC) meeting on April 12, 2017. Comments were received at the meeting by one member of the public and from PTC members. Written comments were received from Caltrans and the Native American Heritage Commission. The NOP comment period is now closed. The next step will be the release of a draft EIR after the design is further refined. Attachments: ·Attachment A: Preliminary ARB Project Description ·Attachment B: Preliminary ARB Project Plans ·Attachment C: 321 California Ave National Historic Register Worksheet Palo Alto Public Safety Building & California Avenue Parking Garage Prepared by RossDrulisCusenbery Architecture Inc. April 18, 2017 1 CITY OF PALO ALTO Public Safety Building and California Avenue Parking Garage ARB Preliminary Review PROJECT BACKGROUND The Public Safety Building and California Avenue Parking Garage projects are part of the 2014 Council Infrastructure Plan. Construction of a new Public Safety Building (PSB) is the top infrastructure priority for Palo Alto. The existing Public Safety Building (PSB) at 275 Forest Avenue opened in 1970 and is approximately 25,000 square feet. Due to the growth of public safety services and changes in regulations, the existing building no longer meets current seismic, accessibility, or regulatory code requirements that are applicable to an essential services facility. Existing Project Site The site for the Public Safety Building (PSB) and California Avenue Parking Garage is located on Public Parking Lots C-6 and C-7 in the California Avenue Business District. The project site was reviewed and accepted by City Council in December 2015. The PSB will be located on Lot C-6, and the Parking Garage will be located on Lot C-7. The site is on Sherman Avenue, between Park Blvd., Birch Street, Ash Street, and Jacaranda Lane. California Avenue is one block north of the site. Parking Lot C-6 is located on Sherman Avenue, between Park Blvd. and Birch Street. This is a 1.2 acre site, approximately 375’ long (east/west) and 140’ wide (north/south). The site is approximately 1/2 of a full city block, with an alley--Jacaranda Lane--separating it from one- and two-story retail functions to the north. To the south of the site stands the County Courthouse, to the east is 385 Sherman, a mixed-use office and residential development, and to the west is Parking Lot C-7. Parking Lot C-6 has approximately 158 parking stalls. The users of the lot are assumed to be primarily visitors and employees of businesses in the California Avenue retail area, as well as jurors and visitors to the adjacent courthouse. The parking lot has a perimeter of mature trees, as well as some trees within the parking area. Parking Lot C-7 is located on Sherman Avenue, between Birch and Ash Streets. This is a .93 acre site, approximately 310’ long (east/west) and 140’ wide (north/ south). The site is also approximately 1/2 of a full city block, with Jacaranda Lane separating it from one- and two-story retail functions to the north as well. To the south of the site is 385 Sherman, a new mixed-use office/ residential project. To the west is a commercial building with its own parking lot on the corner and a two-story residential lot; to the east is Parking Lot C-6, the PSB site. Parking Lot C-7 has approximately 148 parking stalls. The users of the lot are assumed to be primarily visitors and employees of businesses in the California Avenue retail area, as well as jurors and visitors to the adjacent courthouse. The parking lot has a perimeter of mature trees, as well as some trees within the parking area. PROJECT DESCRIPTION The focus of this preliminary review is to explore the merits of three uniquely different approaches to building a new civic complex in the California Avenue Business District. The project represents Palo Alto’s largest investment in municipal infrastructure since the construction of City Hall. Attachment A Palo Alto Public Safety Building & California Avenue Parking Garage Prepared by RossDrulisCusenbery Architecture Inc. April 18, 2017 2 The three preliminary options presented within this application offers ARB an opportunity to initiate dialogue about the design opportunities inherent in each concept and provide direction to the design team on how best to further refine the design as the project progresses. The project is made up of a number of different building and site components over the two parcels. The design of each will be separate but interrelated. Public presence is invited on both sites, however, discrete site barriers and CPTED (Crime Prevention Through Environmental Design) strategies secure the PSB site without fortressing. The Public Safety Building (PSB/Lot C6) is a 46,000 square-foot, three-story police station and fire/police administration building; the PSB includes two full-block subterranean floors of police parking and operations , and shares its parcel with operational site buildings, a secure operational yard, and a public plaza. The PSB includes generous setbacks from its property lines, a standoff that offers both security and community design benefits. The PSB is a secure, essential services facility that will be designed to support and protect the critical operations that occur inside. The project will include facility resiliency, redundancy and hardening strategies which when deployed will enable the PSB to remain operational after a major disaster. The design of the PSB will require the careful balancing of transparency and solidity, including careful placement and type of windows, openings and other security sensitive features. The Parking Garage (Lot C7) is a four-story above grade and two-story below grade, approximately 636 stall public parking structure serving the parking needs of the California Avenue business district. The parking structure fills its site to nearly the property lines, and utilizes strategies such as a sidewalk-level arcade (on Ash) and a landscaped setback (on Birch) to provide scale-mitigating site amenities. The height of the California Avenue Garage will be approximately 37'-0" above sidewalk level to top of rail and may include roof top photovoltaic systems which will increase the overall height to approximately 49'-0". It is the design team’s understanding the City of Palo Alto City Council is considering altering the requirements of the PF zone to include public parking garages to address the California Avenue Parking Garage’s current nonconformance to building setback, lot coverage, FAR and height requirements. For this preliminary ARB review, the design team respectfully requests that the ARB focus on identifying the preferred civic bearing, neighborhood compatibility and attitude for this new complex. Should the buildings be assertive or understated? Should they address the scale of the retail district, the County Courthouse, or something in between? Each proposed approach has an accompanying massing and material strategy that are to be discussed in the context of the proposed civic approach. Design refinements (proportion, detailing, final material selection, etc.) are preliminary, and will develop further once a preferred civic approach is identified. A key part of the discussion includes how the project should address the surrounding urban context. The California Avenue neighborhood has an eclectic mix of scales, materials, uses and styles. It is a neighborhood that is seeing significant change in the immediate area, and is benefiting from the increased design focus and energy. The new PSB and Garage offers an opportunity to contribute to this momentum. Palo Alto Public Safety Building & California Avenue Parking Garage Prepared by RossDrulisCusenbery Architecture Inc. April 18, 2017 3 DESIGN OPTIONS: The three unique site approaches are distinguished by their different approaches to context, bearing, massing and message. They have been provided “nicknames” to capture the essence of each approach, facilitating discussion of their relative merits. Material, massing and landscape strategies have been keyed to the overall storyline of each approach, reinforcing the message through the elements of design. 01 SCREENING/GREENING This scheme veils the buildings in a naturalized setting to reduce their visual presence and secure vulnerable openings. This screening is achieved through a conceptual "greening," with slatted wood-like screens, rough natural textures and immersive landscaping. The dense planting approach obscures views of parked cars and operational buildings. Slatted screens protect windows from the sun and from unwanted visibility. Rough stone-like wall textures evoke nature and blend buildings with the landscape. Material colors are earthy, warm and low contrast. Design components: - Wood slat window screens and site fencing - Rough stone-like exterior materials - Deep set windows - Asymmetrical building massing - Climbing vines as visual screening for the parking structure - Dense tree planting screening public safety building - A meandering, topographic site plan 02 DYNAMIC MASSING This scheme breaks down building massing by modulating the building volumes to make the two- block project appear smaller, more intimate and visually dramatic. A dynamic play of volumes, colors and masses creates a more approachable community presence. Individual program components are rendered as discrete building volumes within the overall project. Materials reference and update color schemes from traditional Palo Alto landmarks. Compositional interplay between the PSB and Garage offer continuity between the buildings. Site design reinforces the smaller compartmentalized approach, with small scale seating and planting areas. Design components: - Material palette evoking traditional historic Palo Alto landmarks of light colored cement plaster, terra-cotta and copper patina - Building volumes match the size and scale of adjacent commercial buildings - Parking Garage and PSB share one compositional approach - Mixture of materials includes composite wood panels, smooth and board-formed precast concrete 03 SIMPLE CIVIC This scheme presents a dignified and semi-formal visual presence to create a confident, approachable and community-scaled civic image for Public Safety. An abstracted theme of rectangles is introduced. The building features a simple palette and understated detailing, with a variety of pattern that provides visual interest over the large scale of the two parcels. The base of the building is a warm, dark and earthy brick wall material providing texture and interest at street Palo Alto Public Safety Building & California Avenue Parking Garage Prepared by RossDrulisCusenbery Architecture Inc. April 18, 2017 4 level. Lower-level windows are deep set to evoke a traditional colonnade. Upper level materials reference Sierra White Granite, the material of civic projects common in the Bay Area. Upper level windows suggest informally arranged columns. Horizontal delineations at each floor break the three-story buildings into a stack of one-story-scaled elements, addressing the scale of the retail district. The construction approach is modular, increasing the likelihood that this will be the most cost effective approach. Design Components: - Building base and site walls are a manganese ironspot brick veneer - Smooth, light-colored precast panels cast to resemble Sierra White Granite - Modular pre-cast panels for both PSB and Garage for cost-effectiveness - Deep-set ground-floor windows - Simple raised planting areas at site that develop and radiate the geometry of the building ARB PRELIMINARY REVIEW Birc h S t r e e t Park B l v d . California Ave. Jacaranda L n Sherman A v e . Ash S t r e e t COVER SHEET PROJECT DATA SHEET INDEX OVERVIEW VICINITY MAPS ARB 02 TECHNICAL DIAGRAMMATIC SITE PLAN ARB 03 URBAN CONTEXT OVERVIEW ARB 04 ILLUSTRATIVE SITE PLAN ARB 05 STREET SECTIONS ARB 06 EXISTING CONTEXT PHOTOS - LOT C6 ARB 07 EXISTING CONTEXT PHOTOS - LOT C7 ARB 08 CONCEPT 01 BUILDING & NEIGHBORHOOD CONTEXT ELEVATIONS ARB09 ARCHITECTURAL CHARACTER & MASSING ARB 10 SITE CHARACTERISTICS ARB 11 CONCEPT 02 BUILDING & NEIGHBORHOOD CONTEXT ELEVATIONS ARB 12 ARCHITECTURAL CHARACTER & MASSING ARB 13 SITE CHARACTERISTICS ARB 14 CONCEPT 03 BUILDING & NEIGHBORHOOD CONTEXT ELEVATIONS ARB 15 ARCHITECTURAL CHARACTER & MASSING ARB 16 SITE CHARACTERISTICS ARB 17 PUBLIC SAFETY BUILDING 250 Sherman Ave. CALIFORNIA AVE. PARKING GARAGE 350 Sherman Ave. CITY OF PALO ALTO PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 01 Lot C6 - Proposed Public safety Building Zoning designation:PFLand use designation:Major Institutional Special Facility (MISP)Maximum site coverage: 30%Maximum FAR: 1:1Maximum building height:50’-0”; 35’-0” @ SW corner Lot Area: 1.27 acres (55,164 sf )Existing lot coverage: Zero, the lot is undevelopedProposed lot coverage:29.20%Existing floor area ratio (FAR): Zero the lot is undevelopedTotal floor area 40,351 sf Proposed floor area ratio (FAR): 0.74 Building foot print: 15,885 sf Site area: 55,164 sf Proposed building height: 49 feetExisting onsite parking: 155 SpacesRequired new onsite parking: 162 SpacesProposed new onsite parking: 167 SpacesExisting easements None Lot C7 - Proposed Parking Garage Zoning designation:PFLand use designation:Community Commercial (CC)Maximum site coverage: 30%Maximum FAR: 1:1Maximum building height:50’-0”; 35’-0” @ SE corner Lot area: 0.96 acres (41,843 sf)Existing lot coverage: Zero, the lot is undevelopedProposed lot coverage:89.30%Existing floor area ratio (FAR): Zero the lot is undevelopedTotal floor area 149,500 sf Proposed floor area ratio (FAR): 3.57 Building foot print: 37,075 sf Site area: 41,843 sf Proposed building height: 40’-7” ( To top of railing)Existing onsite parking: 143 spacesRequired new onsite parking: 636 SpacesProposed new onsite parking: 636 SpacesExisting easements: None Attachment B CALIFORNIA AVENUE BIR C H S T R E E T AS H S T R E E T PA R K B O U L E V A R D SHERMAN AVENUE JACARANDA LANE LOT C7 LOT C6 JACARANDA LANE CALIFORNIA AVENUE BI R C H S T R E E T AS H S T R E E T PA R K B O U L E V A R D EL C A M I N O R E A L AL M A S T R E E T OREGO N E X P R E S S W A Y STANFORD/ PALO ALTOPLAYINGFIELDS JERRYBOWDENPARK SARAHWALLIS PARK SANTA CLARACOUNTYSUPERIORCOURT CALIFORNIA AVENUECALTRAINSTATION LOT C6LOT C7 SHERMAN AVENUE GRANT AVENUE COMMERCIAL CONTEXT CIVIC LEGEND JACARANDA LANE 00 REGIONAL CONTEXT NEIGHBORHOOD CONTEXT NTS OVERVIEW vicinity maps VICINITY MAPS NTS EXISTING SITE CONDITIONS NTST.N P.N PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 02 T.N P.N T.N P.N NEW GARAGE BUILDING FOOTPRINT 37,075 SF SITE AREA 41,843 SF SHERMAN AVENUE JACARANDA LANE BIR C H S T R E E T AS H S T R E E T PA R K B O U L E V A R D COURTHOUSE STAFFENTRANCE PUBLIC ENTRANCE PUBLICENTRANCE RETAIL 63’-0” 25 ’ - 0 ” 21’-8” 3’- 2 ” 2’- 3 ” 2’- 3 ” 20 ’ - 7 ” 150 ’ - 0 ” 46 ’ - 3 ” 36 ’ - 3 ” 11’-2” PSB SITE BLDG RETAIL RETAIL RETAIL MIXED USE OFFICE / RESIDENTIAL NEW PSB BUILDING FOOTPRINT 15,885 SFSITE AREA 55,164 SF PROPERTY LINE PROPERTY LINE 13 0 ’ - 8 ” 312’-11”372’-5” 14 0 ’ - 1 1 ” JACARANDA LANE RAMP SECUREPARKING PLAZA RA M P RES. LOT C6LOT C7 00OVERVIEW technical diagrammatic site plan TECHNICAL DIAGRAMMATIC SITE PLAN ALLOWABLE SETBACKS (ZONE PF, BASED ON R-40) FRONT: *0-25’ REAR: 16’ SIDE: 10’ STREET: 20’ *BETWEEN 0’ AND 25’, DETERMINED BY ARCHITECTURAL REVIEW BOARD PROJECT DATA PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 03 Lot C6 - Proposed Public safety Building Zoning designation:PFLand use designation:Major Institutional Special Facility (MISP) Maximum site coverage: 30% Maximum FAR: 1:1Maximum building height:50’-0”; 35’-0” @ SW corner Lot Area: 1.27 acres (55,164 sf )Existing lot coverage: Zero, the lot is undevelopedProposed lot coverage:29.20%Existing floor area ratio (FAR): Zero the lot is undevelopedTotal floor area 40,351 sfProposed floor area ratio (FAR): 0.74Building foot print: 15,885 sfSite area: 55,164 sfProposed building height: 49 feetExisting onsite parking: 155 SpacesRequired new onsite parking: 162 SpacesProposed new onsite parking: 167 SpacesExisting easements None Lot C7 - Proposed Parking Garage Zoning designation:PFLand use designation:Community Commercial (CC) Maximum site coverage: 30% Maximum FAR: 1:1Maximum building height:50’-0”; 35’-0” @ SE corner Lot area: 0.96 acres (41,843 sf)Existing lot coverage: Zero, the lot is undevelopedProposed lot coverage:89.30%Existing floor area ratio (FAR): Zero the lot is undevelopedTotal floor area 149,500 sfProposed floor area ratio (FAR): 3.57 Building foot print: 37,075 sfSite area: 41,843 sfProposed building height: 40’-7” ( To top of railing)Existing onsite parking: 143 spacesRequired new onsite parking: 636 SpacesProposed new onsite parking: 636 SpacesExisting easements: None 0’ 15’ 30’ 60’120’T.N P.N KEY PLAN T. P.N 00OVERVIEW urban context overview URBAN CONTEXT OVERVIEW OPPORTUNITIES & CONSTRAINTS VIEW A PROPOSED PSB MASSING IN CONTEXT COMPARATIVE HEIGHTS KEY PLAN VIEW B VIEW C VIEW D LOT C6 ZONING ENVELOPE LEGISLATIVE & ZONING MODIFICATIONS ARE BEING PURSUED FOR THE FOLLOWING ITEMS: LOT 6: NEW PUBLIC SAFETY BUILDING SITE NO REVISIONS ARE BEING PURSUED LOT 7: NEW PARKING GARAGE SITE LOT COVERAGE SETBACKS FAR (FLOOR AREA RATIO) BUILDING HEIGHT 50 40 30 20 10 00 COURTHOUSE MULTI FAMILY RESIDENTIAL MIXED USE COMMERCIAL RETAIL PARKING GARAGEPUBLIC SAFETY BUILDING PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 04 T.N P.N T. P.N 00OVERVIEW illustrative site plan ILLUSTRATIVE SITE PLAN PRELIMINARY LANDSCAPING CONCEPT PEDESTRIAN CIRCULATION PLAN LOT C7 LOT C6 LOT C6 SECURE PARKING LOT C7 PUBLIC SAFETY BUILDING PARKING GARAGE RAMP RA M P VE H I C L E EN T R Y / E X I T AR C A D E SECURE PARKING JACARANDA LANE PLAZA PSB SITE BLDGS. NTS NTS PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 05 T.N P.N T.NP.N 00OVERVIEW street sections BIRCH STREET SECTION AT LOTS C7 & C6 SHERMAN AVE STREET SECTION AT LOT C6 SHERMAN AVENUE STREET SECTION AT LOT C7 KEY PLAN LOT C6LOT C7 NTSPARK BOULEVARD STREET SECTION AT LOT C6 STREET SECTIONS BASEMENT PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 06 T.N P.N 00OVERVIEW existing context photos EXISTING CONTEXT PHOTOS - LOT C6 VIEW FROM LOT C6 - EAST VIEW FROM LOT C6 - SOUTH VIEW FROM LOT C6 - WEST VIEW OF LOT C6 FROM THE INTERSECTION OF SHERMAN ST & PARK BLVD.VIEW FROM LOT C6 - NORTH PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 07 00 VIEW OF LOT C7 FROM THE INTERSECTION OF SHERMAN & BIRCH STREETS OVERVIEW existing context photos EXISTING CONTEXT PHOTOS - LOT C7 VIEW FROM LOT C7 - NORTH VIEW FROM LOT C7 - EAST VIEW FROM LOT C7 - SOUTH VIEW FROM LOT C7 - WEST PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 08 LOT C6CA L I F O R N I A A V E N U E BIRCH STREET FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT CALIFORNIA AVENUE GARAGE JA C A R A N D A L A N E SH E R M A N A V E N U E BIR C H S T R E E T PA R K B O U L E V A R D LOT C6 LOT C7AS H S T R E E T BIR C H S T R E E T 01screening / greening CONCEPT This scheme veils the buildings in a naturalized setting to reduce their visual presence and secure vulnerable openings. This screen- ing is achieved through a conceptual “greening,” with slatted wood-like screens, rough natural textures and immersive land-scaping. The dense planting approach obscures views of parked cars and operational buildings. Slatted screens protect windows from the sun and from unwanted visibility. Rough stone-like wall textures evoke nature and blend buildings with the landscape. Material colors are earthy, warm and low contrast. PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 09CONCEPT 01 BUILDING & NEIGHBORHOOD CONTEXT ELEVATIONS& SITE MASSING VIEW 1 AT PUBLIC SAFETY BUILDING SITE MASSING VIEW 2 AT THE CALIFORNIA AVENUE GARAGE AND THE PUBLIC SAFETY BUILDING 01CONCEPT screening / greening Design components: - wood slat window screens and site fencing - rough stone-like exterior materials - deep set windows - asymmetrical building massing - climbing vines as visual screening for the parking structure - Dense tree planting screening public safety building - A meandering, topographic site plan PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 CONCEPT 01 ARCHITECTURAL CHARACTER & MASSING ARB 10 01CONCEPT r%OHQGLQJRIODQGVFDSHRUJDQL]DWLRQZLWKEXLOGLQJIDFDGHPD-terially and geometrically r3OD]DVWHSVLQWKUHHWLHUVZLWKVPDOOHUHOHPHQWVWKDWDUHRIIVHW from each other r9DULHGïHOGRIVLWHHOHPHQWV r%DODQFHRIKDUGVFDSHDQGVRIWVFDSH r2UWKRJRQDORIIVHWJHRPHWU\ screening / greening SECURE PARKING PUBLIC SAFETY BUILDING RAMP RA M P PLAZA PSB SITE BLDGS. NTS PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 CONCEPT 01 SITE CHARACTERISTICS - PUBLIC SAFETY BUILDING ARB 11 T.N P.N LOT C6CA L I F O R N I A A V E N U E BIRCH STREET FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT CALIFORNIA AVENUE GARAGE JA C A R A N D A L A N E SH E R M A N A V E N U E BIR C H S T R E E T PA R K B O U L E V A R D LOT C6 LOT C7AS H S T R E E T BIR C H S T R E E T 02dynamic massing ARB 12 CONCEPT This scheme breaks down building massing by modulating the building volumes to make the two-block project appear smaller, more intimate and visually dramatic. A dynamic play of volumes, colors and masses creates a more approachable community pres-ence. Individual program components are rendered as discrete building volumes within the overall project. Materials reference and update color schemes from traditional Palo Alto landmarks. Compositional interplay between the PSB and Garage offer con- tinuity between the buildings. Site design reinforces the small- er compartmentalized approach, with small scale seating and planting areas. PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 CONCEPT 02 BUILDING & NEIGHBORHOOD CONTEXT ELEVATIONS& SITE MASSING VIEW 1 AT PUBLIC SAFETY BUILDING SITE MASSING VIEW 2 AT THE CALIFORNIA AVENUE GARAGE AND THE PUBLIC SAFETY BUILDING 02CONCEPT dynamic massing Design components: - Material palette evoking traditional historic Palo Alto landmarks of light colored cement plaster, terra-cotta and copper patina - Building volumes match the size and scale of adjacent commer- cial buildings - Parking Garage and PSB share one compositional approach - Mixture of materials includes composite wood panels, smooth and board-formed precast concrete PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 13CONCEPT 02 ARCHITECTURAL CHARACTER & MASSING 02CONCEPT r'\QDPLFUHODWLRQVKLSVEHWZHHQKDUVFDSHDQGVRIWVFDSH r/DUJHVFDOHLVPRGXODWHGE\EUHDNLQJGRZQVWHSSHGIHDWXUHV r,QWLPDWHO\VFDOHGGRZQVSDFHVIRUSXEOLFXVH rp%HUPLQJqDOORZVIRUWUHHVZLWKLQSOD]D r1HWZRUNRISDWKVZLWKLQPRUHVRIWVFDSH dynamic massing SECURE PARKING PUBLIC SAFETY BUILDING RAMP RA M P PLAZA PSB SITE BLDGS. NTS PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 14CONCEPT 02 SITE CHARACTERISTICS - PUBLIC SAFETY BUILDING T.N P.N LOT C6CA L I F O R N I A A V E N U E BIRCH STREET FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT PUBLIC SAFETY BUILDING SHERMAN AVENUE FRONTAGE AT CALIFORNIA AVENUE GARAGE JA C A R A N D A L A N E SH E R M A N A V E N U E BIR C H S T R E E T PA R K B O U L E V A R D LOT C6 LOT C7AS H S T R E E T BIR C H S T R E E T 03simple civic CONCEPT 7KLVVFKHPHSUHVHQWVDGLJQLïHGDQGVHPLIRUPDOYLVXDOSUHV-HQFHWRFUHDWHDFRQïGHQWDSSURDFKDEOHDQGFRPPXQLW\VFDOHG civic image for Public Safety. An abstracted theme of rectangles is introduced. The building features a simple palette and under-stated detailing, with a variety of pattern that provides visual interest over the large scale of the two parcels. The base of the building is a warm, dark and earthy brick wall material provid-ing texture and interest at street level. Lower-level windows are deep set to evoke a traditional colonnade. Upper level materials reference Sierra White Granite, the material of civic projects com-mon in the Bay Area. Upper level windows suggest informally ar- UDQJHGFROXPQV+RUL]RQWDOGHOLQHDWLRQVDWHDFKðRRUEUHDNWKH three-story buildings into a stack of one-story-scaled elements, addressing the scale of the retail district. The construction ap-proach is modular, increasing the likelihood that this will be the most cost effective approach. PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 CONCEPT 03 BUILDING & NEIGHBORHOOD CONTEXT ELEVATION&ARB 15 SITE MASSING VIEW 1 AT PUBLIC SAFETY BUILDING SITE MASSING VIEW 2 AT THE CALIFORNIA AVENUE GARAGE AND THE PUBLIC SAFETY BUILDING 03CONCEPT simple civic Design Components: - Building base and site walls are a manganese ironspot brick ve- neer - Smooth, light-colored precast panels cast to resemble Sierra White Granite - Modular pre-cast panels for both PSB and Garage for cost-effec- tiveness 'HHSVHWJURXQGðRRUZLQGRZV - Simple raised planting areas at site that develop and radiate the geometry of the building PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 16CONCEPT 03 ARCHITECTURAL CHARACTER & MASSING PSB SITE BLDGS. 03CONCEPT r/$5*(23(163$&(7+$7&(/(%5$7(67+( BUILDING / PROGRAM r$&76$6$&(175$/63$&(63/$=$)25 IMMEDIATE AREA r0,1,0$/,67/$1*8$*(,03/,(602180(17$/,7< / FORMALITY r7+5(((9(17(55$&(67(363/$=$,6025( HARDSCAPE / SOFTSCAPE IS MORE FIGURAL r&,9,&6&$/(' 29(56,=(')851,6+,1*6 BARRIERS DISTRIBUTED THROUGHOUT PLAZA simple civic SECURE PARKING PUBLIC SAFETY BUILDING RAMP RA M P PLAZA NTS PALO ALTO PUBLIC SAFETY BUILDING & PARKING GARAGE 2017.04.18 ARB 17CONCEPT 03 SITE CHARACTERISTICS - PUBLIC SAFETY BUILDING T.N P.N Attachment C c 0 0 State of California -The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI# PRIMARY RECORD Trlnomial NRHP Status Code ~s Other listings Review Code Reviewer Date Page ...1.... of.A_ "Resource Name or#: (Assigned by recorder) _.3,..2,._1......,C..,a,..!i...,fo.,,r~n .... iauAw.i.ve,._ _______ _ P1. Other ldentifier:-'3""'2=-1.......,C..,a_n_to ... r ... n..,ia ....... A .... v...,e ______________________________ _ P2. location: a Not for Publication 11 Unrestricted "a: County _..S..,a-..n...,ta.....,C..,la..,r..,a ____________ _ and (P2c,P2e, and P2b or P2d. Attach Location Map as necessary.) "b. USGS 7.5' Quad Palo Alto. CA Date 1991 T _; R _; _% of_% of S~ B.M. c. Address 321 California Ave City Palo Alto Zip _9_.4,..3.,.0.,.6 ______ _ d. UTM: (Give more than one for large 11nd/or linear resources) Zone __ ; mE/ mN *e. Other Locational Data: (e.g., parcel II, directions to resource, elevation, etc., as appropriate} APN 124 33 001 "P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The building at 321 California is a one-story reinforced concrete structure with a flat roof. The roof is hidden by parapet walls. The structure consists of concrete post and beams. A cantilevered marquee shades the storefront and the first bay on the side facing the parking lot. The marquee on the side was part of the drive·in feature. The plate glass storefront windows are supported by a low bulkhead wall clad in glazed tile. By a few simple devices, this building was ornamented in the Moderne style -vertical ribs above horizontal bands cast in the parapet and horizontal bands on the edge of the marquee. This is a rectangular building in plan, measuring 45 by 90 feet. "P3b Resource Attributes: (List attributes and codes) .... H_..P .... 6....,.1.-·3......,s .... to,..ry'"'"""c...,o..,,m.:..:.m:..:.:.>1e:.:.orc,...i ... a._I b..,u,..i..,ld...,in .... g.._ ____________ _ "P4. Resources Present: 111 Building o Structure o Object o Site o District o Element of District o Other (isolates, etc.) .---------------------------------"""I P5b. Description of Photo: P5a Photo or Drawing (Photo required for buildings, structures, and objects.) (View, date, accession #) ----- 321 California Ave; view southeast: 09121199: by B. Vahey: roll BRV-85. neg #25 "P6. Date Constructed/Age and Source: 11 Historic CJ Prehistoric a Both 1938: Palo Alto Times "P7. Owner and Address: Edwards Co. OH&MA 99 25th Ave San Francisco CA 94121 "PB. Recorded by: (Name, affiliation, and address) Michael Corbett. Dames & Moore 221 Main Street. Suite 600 San Francisco. CA 94105 "P9. Date Recorded: _____ _ May 11. 2QQQ "P10. Survey Type: (Describe) Intensive P11. Report Citation": (Cite survey report and other sources, or enter "none".) Palo Alto Historic Survey Update !Corbett and Bradley for Dames & Moore. 2000! "Attachments: CJ NONE a Location Map CJ Sketch Map 181 Continuation Sheet 181 Building, Structure and Object Record CJ Archaeological Record c District Record CJ Linear Feature Record CJ Milling Station Record o Rock Art Record CJ Artifact Record CJ Photograph Record CJ Other (List) DPR 523A (1/95}/ CALl321.F1 *Required Information. c 0 () State of Callfomla -The Resources Agency Primary '-------------- DEPARTMENT OF PARKS AND RECREATION HRI '------------- BUILDING, STRUCTURE. AND OBJECT RECORD Page _2_ of ___!__ *NRHP Status Code __ 3...,5......_ __ _ *Resource Name or# (Assigned by recorder) 321 California Ave 81. Historic Name: -'S><'u,..p...,e'°'"r_,D""'r"'-iv::..:e.c..·.:..:.ln::....:..:M .... a,,_rk"'e""'t._ ____________________________ _ 82. Common Name: -------------------------------------83. Original Use: 84. Present Use: 1·3 storv commercial building •es. Architectural Style: _.M......,o"'d.,.e,,..rn,,,.e.__ _______________________________ _ •e6. Construction History: (Construction date, alterations, and date of alterations) •e1. •es. 1938: Built (Palo Alto Times! 1 961 : Interior remodel 1969: Addition of cardroom and bathroom to rear Moved? 1111 No CJ Yes a Unknown Date: ____ _ Related Features: Original Location: ____________ _ B9a. •e10. Architect: W.H. Ellison !engineer) b. Builder:_J~.s~·~Mw.ioaw.ll~ocllllhu.... _________________ _ Slgnlflcance: Theme A: Development of Palo Alto: C: Supermarket building tvpe Area ..... P_.a..,lo"-"'A....,lt,...o.__ ___ _ Period of Slgnlflcance 1938-1950 Property Type Residential Applicable Criteria A and C (Discuss Importance In terms of historical or architectural context as de lined by theme, per[od, and geographic scope. Also address integrity .I History Site: The commercial property at 321 California Avenue is located on one of the unnumbered blocks of the Paul Subdivision. The tot was long the location of the Occidental Hotel, the footprint of which still appeared on the Sanborn map of 1925, identified as a lodging house. The parcel is currently bordered on the east by an alley that did not appear on the Sanborn map of 1945. Structure: The Palo Alto Times, of 16 November 1938, recorded a building permit issued for a store at 321 California. The Daily Pacific Builder of 18 November 1938 noted the same project. This notice identified the owner, D.H. Edwards; the structural designer, an engineer named W.H. Ellison; and the builder, J.S. Malloch, who was Ellison's partner. The cost was estimated at $11,600. (J.S. Malloch apparently worked as a designer as well and is credited with "one of the best Moderne apartment buildings" in San Francisco (Schwarzer, p. 381, at 1360 Montgomery Street in 1937 .I A short article in the Mayfield Citizen, of 11 November 1938, said that it was Safeway Grocers who were building a "Super Drive-In Market" with the corner area lat California and 2nd) reserved for drive-in facilities. The assessment record noted a $15,000 interior remodel in 1961 and the addition of a card room and bathrooms at the rear of the building in 1969. See continuation sheet 811 . Additional Resource Attributes: (List attributes and codesl ---------------------- *B12. References: See continuation sheet. (Sketch map with nonh arrow required) 813. Remarks: *B14. Evaluator:._,M=ic ... h,_.a...,e"'"I _,.C""o""rb""e...,tt..._ ________ _ Date of Evaluatlon:.-'M...,,..a ..... y_,1..,1 .... ..:2..,,0...,0'""0'---------- (This space TC!ierved for official comments) DPR 5238 (1/95) CALl321.F1 *Required Information c 0 0 State of Callfomla -The Resources Agency DEPARTMENT OF PARKS AND RECREATION Primary'------------------ HRl/Trinomlal CONTINUATION SHEET Page_J_ ofL Resource ldentlfler:_,.3;.::2 .... l_C..,..al"'if.,.o .... rn,..i..,a...,A.-v..,e.__ _________________ _ Recorded by Michael Corbett/Steve Hardy lhistorvl *Date May 11. 2000 a Continuation o Update History !continued) Use: In 1938, Safeway Grocers built 321 California Avenue as a "Super-Market" - a new building type. It was described as one of the most modern and convenient markets on the Peninsula. In 1950, the store was demoted from "super-market" to "market" in the advertisements of its new owners. In 1961, after extensive interior alterations, the property began its career as a restaurant which it has remained in one form or another to the present. Evaluation The building at 321 California Avenue appears eligible for the NRHP under criteria A and C at the local level of significance. The period of significance runs from 1938, when it was built, to 1950, when Safeway moved to a larger building. Under criterion A, this represents a dramatic shift of retailing in general and in grocery retailing in particular -accommodating an increasingly automobile based society. It is also an early example of a major chain -Safeway. Under criterion C, this building is significant as an early example in Palo Alto of a new building type -the supermarket, which was larger than earlier food stores and was designed to facilitate automobiles. This building is a rare example of a once common type, a supermarket, to retain its original character. References California Office of Historic Preservation. Instructions for Nominating Historical Resources to the California Register of Historic Resources. Sacramento, CA. August 1997. Daily Pacific Builder. 18 November 1938. Mayfield Citizen. 11 November 1938. Pacific Constructor. 26 November 1938. Palo Alto City Directory. 1938-1962. Palo Alto Historic Survey Update. Property File. Palo Alto Times. 16 November 1938, 3 April 1950. Palo Alto Times-Tribune. 19 October 1979, 1 November 1985. Palo Alto Weekly. 1 0 February 1 991 . Sanborn Map Company. Insurance Maps of Palo Alto. New York: 1924; revisions to 1949. Santa Clara County. Tax Assessor. Assessment Record. 1949, 1962, 1968. Schwarzer, Mitchell. Architecture & Design.· A Selective Guide to the Best-Designed Buildings, Interiors, and Public Spaces in San Francisco and the Bay Area. San Francisco: The Understanding Business, 1998. United States Department of the Interior, National Park Service. National Register Bulletin 15: How to Apply the National Register Criteria for Evaluation. Woodbridge, Sally B. and John M. Woodbridge. San Francisco Architecture. San Francisco: Chronicle Books, 1992. DPR 523L 11/951 CALl321.F1 •Required Information