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2018-06-25 City Council Agenda Packet
CITY or PALO ALTO City Council Monday, June 25, 2018 Special Meeting REVISED Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLI C 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. TI ME ESTI MATES 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. HEARI NGS REQUI RED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Closed Session 5:00-6:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2) and (e)(1): Four Potential Cases Special Orders of the Day 6:00-6:10 PM 1A. Proclamation Recognizing the Month of June 2018 as Lesbian, Gay, Bisexual and Transgender Pride Month Agenda Changes, Additions and Deletions City Manager Comments 6:10-6:20 PM Oral Communications 6:20-6:35 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. 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. Minutes Approval 6:35-6:40 PM MEMO 2. Approval of Action Minutes for the June 1 1 , 12, 18, and 19, 2018 Council Meetings MEMO Consent Calendar 6:40-6:45 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 3. Approval of Contract Number C18171689 With Toubar Equipment Company, Inc. for a Not -To -Exceed Amount of $716,030 for Landfill Gas Collection and Control System and Leachate Collection System Improvements at the Palo Alto Landfill Over a Term of 90 Days 4. Approval and Authorization for the City Manager to Execute an Electric Enterprise Fund Professional Services Contract With Activu Corporation in the Amount of $438,006, Including Change Orders for Additional Related but Unforeseen Work in the Amount of $43,800, for a Total Not -to -Exceed Amount of $481,006, for the Utility Control Room Upgrade Project 5. Approval of a General Services Contract With O'Grady Paving, Inc. for Maintenance of the Renzel Marsh Freshwater Pond for a Total Not -To - Exceed Amount of $511,500 Over a Four Month Term 6. Approval of a Five-year Contract With Telecommunications Engineering Associates (TEA) in a Total Not -To -Exceed Amount of $500,000 for Annual Maintenance Services of Legacy Radio Infrastructure Plus a Contingency Not -To -Exceed Amount of $25,000 per Year for Additional Services 7. Approval of Contract Number C18172268 With Municipal Resources Group for Council Appointed Officers Performance Evaluation for a Duration Through June 30, 2019 With the Option to Extend two Additional Years for a Total Not -to -Exceed Amount of $180,000 8. QUASI-JUDICIAL/PUBLIC HEARING 2515-2585 El Camino Real [17PLN- 00448]: Recommendation on Applicant's Request for Approval of a Vesting Tentative Map to Merge two Lots and Subdivide the Combined 39,953 Square Foot lot Into 13 Residential Condominiums and up to 13 Retail Commercial Units. The Subdivision Map Would Facilitate Construction of the Previously Approved 39,858 Square Foot Mixed - use Development Project (15PLN-00170). Environmental Assessment: Reuse of a Previously Adopted Initial Study/Mitigated Negative Declaration Prepared for the Associated Development Application 2 June 25, 2018 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. (15PLN-00170). Zoning District: Neighborhood Commercial (CN) and Community Commercial (CC) (2) Zoning District 9. Approval of Amendment Number 1 to the Agreement With Palo Alto Unified School District (PAUSD) for PAUSD Athletic Field Brokering and Maintenance Cost -sharing to Extend the Term to December 2019 10. Approval and Authorization for the City Manager or his Designee to Execute the Following six Utilities Public Benefits Program Contract Amendments: 1) Amendment Number 1 to CLEAResult Consulting, Inc. C15159135 Increasing Compensation by $910,000 and Extending the Term for Three Additional Years; 2) Amendment Number 1 to Eagle Systems International, Inc. DBA Synergy Companies C15159126 Number 2 to Eagle Systems International, Inc. DBA Synergy Companies C15159125 Increasing Compensation by $900,000 and Extending the Term for Three Additional Years; 4) Amendment Number 1 to Ecology Action of Santa Cruz C15155144A With no Increase in Compensation and Extending the Term for two Additional Years; 5) Amendment Number 1 to Enovity, Inc. C15155144B with no Increase in Compensation and Extending the Term for two Additional Years; and 6) Amendment Number 1 to BASE Energy, Inc. C15155144C With no Increase in Compensation 1 1. Policy and Services Committee Recommends Approval of the Status Update of the Community Services Department: Fee Schedule Audit 12. PUBLIC HEARING: Adoption of a Resolution Determining the Proposed Calculation of the Appropriations Limit for Fiscal Year 2019 13. Approval of a Construction Contract With Vortex Marine Construction, Inc. in the Amount of $1,097,281 for the Baylands Boardwalk Improvements Capital Improvement Project PE -14018 and Approve Budget Amendments in the Capital Improvement Fund and the Parkland Dedication Fee Fund 14. Adoption of a Memorandum of Agreement and Salary Schedule Between the City of Palo Alto and the Palo Alto Peace Officers' Association Effective July 1, 2018 to June 30, 2021 15. Approval of the Renewal of Three Public -private Partnership Agreements Between the City of Palo Alto and TheatreWorks, Palo Alto Players, and West Bay Opera for the use of the Lucie Stern Community Theatre 3 June 25, 2018 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. 16. Approval of a Contract With Summit Uniforms for Five -years for a Maximum Compensation Amount Not -to -Exceed $520,000 ($104,000/Year) for the Purchase of Police, Fire, and Park Ranger Uniforms and Related Equipment 17. Approval of Contract Number C18172676 With Dixon Resources Unlimited for a Total Not -To -Exceed Amount of $285,126 for Support of the City's Parking Programs for a One-year Term, and Exemption of the Contract From Competitive Solicitation Requirements 18. QUASI-JUDICIAL/PUBLIC HEARING. 3225 El Camino Real [ 17PLN- 00007] : Request for a Vesting Tentative Map to Subdivide a 29,962 Square Foot Parcel Into two Parcels Comprised of one Commercial Parcel and one Residential Parcel for Condominium Purposes. Environmental Assessment: An Initial Study Mitigated Negative Declaration (IS-MND) was Previously Prepared for an Associated Development Application (15PLN-00003) That was Approved by the Director of Planning & Community Environment on April 21, 2016. Zoning District: Service Commercial (CS) 19. Approval of Amendment Number 4 to the Agreement With the Peninsula Corridor Joint Powers Board for Rail Shuttle Bus Service Administration to Extend the Term of the Agreement for One-year and for the City to Provide an Additional $130,600 for Community Shuttle Service on the Existing Embarcadero Shuttle Route From July 2018 Until June 2019 20. Approval of Contract Amendment Number Three to Contract Number C15158029 With Schaaf & Wheeler Consulting Civil Engineers to Increase the Construction Support Budget in the Amount of $21,000 for Additional Work and to Extend the Contract Term for the Matadero Creek Storm Water Pump Station Capital Improvement Program Project SD -13003. 21. Adoption of a Resolution of the Council Expressing Appreciation to Lalo Perez Upon his Retirement 22. Approval of a Five-year Contract With All City Management Services, Inc., Effective August 1, 2018, in the Not -to -Exceed Amount of $3,096,779 for Crossing Guard Services for the Palo Alto Unified School District and Approval of a Budget Amendment in the General Fund 23. SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18 (Zoning) Chapter 18.30 (Combining Districts) 4 June 25, 2018 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. to add a new Combining District to Allow for Higher Density Multi- family Housing That Includes a Workforce Housing Component to be Located on Public Facilities Zoned Properties Within 0.5 Miles of Fixed Rail Transit Stations; and Adoption of an Ordinance Amending the Zoning Map to Apply the new Combining District to the Subject Property at 2755 El Camino Real (FIRST READING: June 4, 2018 PASSED: 7-2 Holman, Kou no) 24. Approval of Contract Number C18171717 With Perkins + Will for the Professional Services Related to the Preparation of the North Ventura Coordinated Area Plan for an Amount Not -To -Exceed $769,068 Over a 2.5 -Year Term 25. Policy and Services Recommendation to Accept the Continuous Monitoring Audit: Overtime 26. Direction to the City Manager to set Aside $3 Million in Affordable Housing Funds for a Potential Teacher Housing Project at 231 Grant Avenue 27. SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.28 (Special Purpose (PF, OS and AC) Districts), Sections 18.28.050, 18.28.060 and 18.28.090 to Revise the Public Facilities (PF) Zone Parking and Development Standards to Allow Council Approval of Exceptions to PF Development Standards, Including Setback Lines Imposed by a Special Setback Map, and Required Parking Location for City Parking Facilities in the Downtown and California Avenue Business District and for Essential Services Buildings, and Make Other Clerical or Technical Corrections (FIRST READING: June 1 1 , 2018 PASSED: 8-0 Tanaka not Participating) 28. Approval of Amendment Number One to Professional Services Contract Number C16161182 With Freytag & Associates to Extend the Term of the Agreement for One and a Half Years (1.5 years) to end December 31, 2019 with No Additional Cost to the City for Professional Services Related to Airplane Noise Assessment and Mitigation 28A. Approval of a Contract With MNS Engineers, Inc. in an Amount Not -to - Exceed $267,000 for a One-year Term for Operation Group Support Services at the Regional Water Quality Control Plant 5 June 25, 2018 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. Action Items Include.. Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 6:45-7:00 PM 29. PUBLIC HEARING: Adoption of a Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein 7:00-8:30 PM MEMO 30. Adoption of a Resolution Related to the Downtown Residential Preferential Parking (RPP) Program Reducing or Otherwise Amending the Number of Employee Parking Permits and Making Related Changes, Modifying or Maintaining the Prohibition on Re -Parking in the RPP District More Than two Hours After Initially Parking, and Making Other Clarifying Modifications to Resolution 9671. California Environmental Quality Act (CEQA): Exempt Pursuant to CEQA Guidelines Section 15061(b)(3) (Continued From April 2, 2018) 8:30-9:30 PM 31. Review and Provide Direction to Staff on the Stanford University General Use Permit 2018 Re -Circulated Draft Environmental Impact Report 32. Recommended Terms of Agreement for Fire Protection Services to Stanford University for the Period January 1, 2018 - June 30, 2023 and Settlement of Prior Claim for Overpayment (Staff Requests This Item be Continued to a Date Uncertain) State/ Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DI SABI LI TY 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. 6 June 25, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report 2018 GENERAL MUNI CI PAL ELECTION, Tuesday, November 6, 2018 Preliminary Information Public Letters to Council June 25, 2018: Set 1 July 2, 2018: Set 1 Set 2 7 June 25, 2018 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. CITY OF PALO ALTO City of Palo Alto (ID # 9399) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 6/25/2018 Summary Title: Pride Month Proclamation Title: Proclamation Recognizing the Month of June 2018 as Lesbian, Gay, Bisexual and Transgender Pride Month From: City Manager Lead Department: City Manager Attachments: • Attachment A: 2018 LGBT Pride Month Proclamation City of Palo Alto Page 1 LESBIAN, GAY, BISEXUAL & TRANSGENDER PRIDE MONTH JUNE 2018 WHEREAS, in keeping with the City of Palo Alto's traditions of civic brotherhood and inclusivity, the rainbow gay pride flag has for many years flown over the Palo Alto City Hall year-round as a beacon of solidarity to all members of the greater Palo Alto family; and WHEREAS, on December 12, 2016, in response to widespread concern in our community regarding national and regional incidents of hate crimes, discrimination and human rights violations, the City of Palo reaffirmed its commitment to a diverse, supportive, inclusive and protective community with the City Council's unanimous approval of a resolution to proactively work to ensure the rights and privileges of everyone in Palo Alto, regardless of religion, ancestry, country of birth, immigration status, disability, gender, sexual orientation, or gender identity; and WHEREAS, the City of Palo Alto continues to promote the quality of life for all members of our community through events such as the first ever Palo Alto LGBTQ+ Listening Forum, convened at the Mitchell Park Community Center on March 29, 2018, by the Palo Alto Human Relations Commission in partnership with the County of Santa Clara Office of LGBTQ Affairs; and WHEREAS, throughout the United States and around the world, communities recognize the month of June as Lesbian, Gay, Bisexual and Transgender (LGBT) Pride Month by waving flags of pride high and marching in parades and demonstrations to celebrate how far we have come and reaffirm our steadfast belief in the equal dignity of all members of our community; and WHEREAS, the City of Palo celebrates 2018's LGBT Pride Month all month long with events including a discussion of LGBTQ services for youth at the Palo Alto Human Relations Commission on June 14, 2018, and the promotion of GLBT Book Month at all five of the City of Palo Alto's libraries. NOW, THEREFORE, I, Liz Kniss, Mayor of the City of Palo Alto on behalf of the entire City Council do hereby proclaim the month of June 2018, as Lesbian, Gay, Bisexual and Transgender Pride Month. All citizens are encouraged to recognize and celebrate our shared values as a diverse, supportive, inclusive and welcoming community. Presented: June 25, 2018 Liz Kniss Mayor CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 25, 2018 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the June 11, 12, 18 and 19, 2018 Council Meetings Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • Attachment A: 06-11-18 DRAFT Action Minutes (DOCX) • Attachment B: 06-12-18 DRAFT Action Minutes (DOCX) • Attachment C: 06-18-18 DRAFT Action Minutes (DOCX) • Attachment D: 06-19-18 DRAFT Action Minutes (DOCX) Department Head: Beth Minor, City Clerk Page 2 r � CITY OF PALO ALTO CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Special Meeting June 11, 2018 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:02 P.M. Present: DuBois, Filseth, Fine, Holman, Kniss, Kou, Scharff, Tanaka, Wolbach Absent: Closed Session 1. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (James Keene, Ed Shikada, Michelle Flaherty, Rumi Portillo, Sandra Blanch, Nicholas Raisch, Molly Stump, Terence Howzell, Charles Sakai, Lalo Perez, and Kiely Nose) Employee Organizations: 1) Utilities Management and Professional Association of Palo Alto (UMPAPA); 2) Service Employees International Union, (SEIU) Local 521; 3) Service Employees International Union, (SEIU) Local 521, Hourly Unit; 4) Palo Alto Police Officers' Association (PAPOA); 5) Palo Alto Fire Chiefs' Association (FCA) and Employee Organization; 6) International Association of Fire Fighters (IAFF), Local 1319; and 7) Palo Alto Police Managers' Association (PAPMA) Authority: Government Code Section 54957.6(a). 2. CONFERENCE WITH CITY ATTORNEY- POTENTIAL LITIGATION Significant Exposure to Litigation (One Potential Case, as Petitioner) - Initiative Measure Palo Alto Accountable and Affordable Health Care Initiative Authority: Government Code Section 54956.9(d)(2). 2A. PUBLIC EMPLOYMENT Title: City Manager Authority: Government Code Section 54957(b). MOTION: Vice Mayor Filseth moved, seconded by Council Member Scharff to go into Closed Session. Page 1 of 13 DRAFT ACTION MINUTES MOTION PASSED: 8-0 Tanaka not participating Council went into Closed Session at 5:03 P.M. Council returned from Closed Session at 7:25 P.M. Mayor Kniss announced no reportable action. Agenda Changes, Additions and Deletions Staff requests Agenda Item Number 7- Approval of a 1.5 Year Contract With the Empowerment Institute... be continued to August 13, 2018. MOTION: Council Member Scharff moved, seconded by Vice Mayor Filseth to continue Agenda Item Number 7- Approval of a 1.5 Year Contract With the Empowerment Institute... to August 13, 2018. MOTION PASSED: 9-0 MOTION: Council Member Scharff moved, seconded by Council Member Fine to hear Agenda Item Number 13- Accept the City Clerk's Report Certifying the Sufficiency of an Initiative Petition to Limit Health Care Costs... before Agenda Item Number 12- Accept the City Clerk's Report Certifying the Sufficiency of the Initiative Petition to Amend the Comprehensive Plan and Zoning Code... MOTION PASSED: 7-2 Holman, Kou no Minutes Approval 3. Approval of Action Minutes for the May 29, 2018 Council Meeting. MOTION: Council Member Scharff moved, seconded by Vice Mayor Filseth to approve the Action Minutes for the May 29, 2018 Council Meeting with the addition of, "pending receipt of an opinion from the Fair Political Practices Commission" to Page 5 after "Council Member DuBois advised he will not participate in this Agenda Item." MOTION PASSED: 9-0 Consent Calendar Council Member Tanaka registered a no vote on Agenda Item Number 8 - PUBLIC HEARING: Approval of a Finding That the California Avenue Parking Garage Project (CIP PE -18000)... Page 2 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES MOTION: Council Member DuBois moved, seconded by Council Member Wolbach to approve Agenda Item Numbers 4-6, 8-9. 4. Accept the Stanford University Medical Center (SUMC) Annual Report for Fiscal Year 2016-2017 and Find the SUMC Parties in Compliance With the Development Agreement. 5. Approval of Amendment Number One to Contract Number S16163447 With Brad Horak Consulting to Provide Public Safety Communications Services, Extending the Period of Performance by Two -years, and Increasing the Total Contract Amount by $40,000 to a Not -to -Exceed Amount of $100,000. 6. Approval of Contract Number C18171028A With SCS Field Services for a Not -to -Exceed Amount of $373,362 for Landfill Gas and Leachate Control Systems Monitoring and Reporting Services at the Palo Alto Landfill for a Term of Three Years. 7. Approval of a 1.5 Y ar Contract With the Empowcrmcnt Institutc for $25,000 for Community Engagcmcnt Block Program (Continucd From April 2, 2018). 8. PUBLIC HEARING: Approval of a Finding That the California Avenue Parking Garage Project (CIP PE -18000) is "Substantially Complex" Under Public Contract Code Section 7201 and Direction to Increase the Contractor Retention Amount From Five Percent to Ten Percent. MOTION FOR AGENDA ITEM NUMBERS 4-6 PASSED: 9-0 MOTION FOR AGENDA ITEM NUMBER 8 PASSED: 8-1 Tanaka no Action Items 9. PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments on the Palo Alto Downtown Business Improvement District; and Resolution 9761 Entitled, "Resolution of the Council of the City of Palo Alto Confirming the Report of the Advisory Board and Levying Assessments for Fiscal Year 2019 on the Downtown Palo Alto Business Improvement District." Public Hearing opened at 8:05 P.M. Public Hearing closed at 8:10 P.M. Page 3 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES MOTION: Council Member DuBois moved, seconded by Council Member Holman to adopt a Resolution confirming the report of the Advisory Board and levying an assessment for Fiscal Year 2019 on the Downtown Palo Alto Business Improvement District (BID) and request the Advisory Board conduct a survey of BID membership regarding their satisfaction with the BID. SECOND REMOVED BY THE SECONDER MOTION: Council Member DuBois moved, seconded by Council Member Scharff to adopt a Resolution confirming the report of the Advisory Board and levying an assessment for Fiscal Year 2019 on the Downtown Palo Alto Business Improvement District (BID) and request the Advisory Board conduct a survey of BID membership regarding their satisfaction with the BID. MOTION PASSED: 8-1 Holman no 10. PUBLIC HEARING and PROPOSITION 218 HEARING: Ten Resolutions: Resolution 9762 Entitled, "Resolution of the Council of the City of Palo Alto Approving the Fiscal Year (FY) 2019 Electric Financial Plan;" Resolution 9763 Entitled, "Resolution of the Council of the City of Palo Alto Adopting an Electric Rate Increase of 6 Percent and Amending Utility Rate Schedules E-1, E-2, E -2-G, E-4, E -4-G, E-4 TOU, E-7, E -7- G, E-7 TOU, and E-14;" Resolution 9764 Entitled, "Resolution of the Council of the City of Palo Alto Approving the FY 2019 Gas Utility Financial Plan;" Resolution 9765 Entitled, "Resolution of the Council of the City of Palo Alto Adopting a Gas Rate Increase of 4 Percent and Amending Utility Rate Schedules G-1, G-2, G-3, and G10;" Resolution 9766 Entitled, "Resolution of the Council of the City of Palo Alto Approving the FY 2019 Wastewater Collection Utility Financial Plan;" Resolution 9767 Entitled, "Resolution of the Council of the City of Palo Alto Adopting a Wastewater Collection Rate Increase of 11 Percent and Amending Utility Rate Schedules S-1, S-2, S-6, and S-7;" Resolution 9768 Entitled, "Resolution of the Council of the City of Palo Alto Approving the FY 2019 Water Utility Financial Plan;" Resolution 9769 Entitled, "Resolution of the Council of the City of Palo Alto Adopting a Water Rate Increase of 3 Percent and Amending Utility Rate Schedules W-1, W-2, W-3, W-4, and W-7;" Resolution 9770 Entitled, "Resolution of the Council of the City of Palo Alto Amending Utility Rate Schedule D-1 to Increase Storm Drain Rates 2.9 Percent per Month per Equivalent Residential Unit for FY 2019;" and Resolution 9771 Entitled, "Resolution of the Council of the City of Palo Alto Adopting a Dark Fiber Page 4 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES Rate Increase of 2.9 Percent and Amending Utility Rate Schedules EDF-1 and EDF-2." Public Hearing opened at 8:33 P.M. Public Hearing closed at 8:39 P.M. MOTION: Council Member Scharff moved, seconded by Vice Mayor Filseth to adopt Resolutions: A. Approving the FY 2019 Electric Financial Plan; B. Adopting an Electric Rate Increase of 6 Percent and Amending Utility Rate Schedules E-1, E-2, E -2-G, E-4, E -4-G, E-4 TOU, E-7, E -7-G, E-7 TOU, and E-14; C. Approving the FY 2019 Gas Utility Financial Plan; D. Adopting a Gas Rate Increase of 4 Percent and Amending Utility Rate Schedules G-1, G-2, G-3, and G10; E. Approving the FY 2019 Wastewater Collection Utility Financial Plan; F. Adopting a Wastewater Collection Rate Increase of 11 percent and Amending Utility Rate Schedules S-1, S-2, S-6, and S-7; G. Approving the FY 2019 Water Utility Financial Plan; H. Adopting a Water Rate Increase of 3 Percent and Amending Utility Rate Schedules W-1, W-2, W-3, W-4, and W-7; I. Amending Utility Rate Schedule D-1 to Increase Storm Drain Rates 2.9 Percent per Month per Equivalent Residential Unit for FY 2019; and J. Adopting a Dark Fiber Rate Increase of 2.9 Percent and Amending Utility Rate Schedules EDF-1 and EDF-2. MOTION PASSED: 8-1 Tanaka no 11. PUBLIC HEARING LEGISLATIVE AND QUASI-JUDICIAL 250 and 350 Sherman Avenue, Public Safety Building Project: Adoption of: 1) Resolution 9772 Entitled, "Resolution of the Council of the City of Palo Alto Certifying the Final Environmental Impact Report and Adopting Findings and a Mitigation Monitoring and Reporting Program Pursuant to the California Environmental Quality Act for the Project Comprised of a new Public Safety Building at 250 Sherman Avenue Page 5 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES and a new Four-story Parking Structure at 350 Sherman Avenue;" 2) an Ordinance Amending the Public Facilities (PF) Zone Development Standards in Chapter 18.28 of Title 18 of the Palo Alto Municipal Code; and 3) a Record of Land Use Action Approving Architectural Review Application [File 17PLN-00257] for a new Four-story Parking Structure at 350 Sherman Avenue to Provide 636 Public Parking Spaces Above and Below Grade. Planning and Transportation Commission Review Recommended Modification to PF Zoning Development Standards on January 31, 2018 (Continued From June 4, 2018). Public Hearing opened at 9:08 P.M. Public Hearing closed at 9:20 P.M. MOTION: Council Member Scharff moved, seconded by Council Member DuBois to: A. Adopt a Resolution certifying the Public Safety Building Project Final Environmental Impact Report (FEIR) and making required findings under the California Environmental Quality Act (CEQA), including findings related to environmental impacts, mitigation measures and alternatives, and adopting a Mitigation Monitoring and Reporting Program (MMRP); B. Adopt an Ordinance modifying the Public Facilities (PF) Zone Development Standards in Chapter 18.28 of Title 18 of the Palo Alto Municipal Code, as recommended by the Planning and Transportation Commission (PTC); and C. Approve a Record of Land Use Action approving Architectural Review Application [File 17PLN-00257] for a new four-story parking structure at 350 Sherman Avenue to provide 636 public parking spaces above and below grade, as recommended by the Architectural Review Board (ARB). INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, "direct Staff to have a goal of minimizing zoning exceptions for future projects." (New Part D) AMENDMENT: Council Member DuBois moved, seconded by Council Member XX to add to the Motion Part D, "excluding the Public Safety Building." AMENDMENT WITHDRAWN BY THE MAKER Page 6 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES AMENDMENT: Council Member Wolbach moved, seconded by Council Member XX to add to the Motion, "direct Staff to return with an additional exemption to Municipal Code Section 18.28.060(e) for Below Market Rate housing." AMENDMENT RESTATED: Council Member Wolbach moved, seconded by Council Member XX to add to the Motion, "direct Staff to work with the PTC to study an additional exemption to Municipal Code Section 18.28.060(e) for Below Market Rate housing." AMENDMENT RESTATED: Council Member Wolbach moved, seconded by Mayor Kniss to add to the Motion, "direct Staff to work with the PTC to study an additional exemption to Municipal Code Section 18.28.060(e) for Below Market Rate housing, in conjunction with other Zoning amendments." (New Part E) AMENDMENT AS AMENDED PASSED: 5-4 Filseth, Holman, Scharff, Tanaka no INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part D, "and consider car lifts and parking that can be repurposed." AMENDMENT: Council Member Fine moved, seconded by Council Member XX to add to the Motion, "direct Staff to implement dynamic pricing for the parking garage." AMENDMENT RESTATED: Council Member Fine moved, seconded by Council Member Wolbach to add to the Motion, "direct Staff to consider pricing for the parking garage." (New Part F) AMENDMENT PASSED: 5-4 DuBois, Filseth, Kou, Scharff no MOTION AS AMENDED RESTATED: Council Member Scharff moved, seconded by Council Member DuBois to: A. Adopt a Resolution certifying the Public Safety Building Project Final Environmental Impact Report (FEIR) and making required findings under the California Environmental Quality Act (CEQA), including findings related to environmental impacts, mitigation measures and alternatives, and adopting a Mitigation Monitoring and Reporting Program (MMRP); B. Adopt an Ordinance modifying the Public Facilities (PF) Zone Development Standards in Chapter 18.28 of Title 18 of the Palo Alto Page 7 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES Municipal Code, as recommended by the Planning and Transportation Commission (PTC); C. Approve a Record of Land Use Action approving Architectural Review Application [File 17PLN-00257] for a new four-story parking structure at 350 Sherman Avenue to provide 636 public parking spaces above and below grade, as recommended by the Architectural Review Board (ARB); D. Direct Staff to have a goal of minimizing zoning exceptions for future projects and consider car lifts and parking that can be repurposed; E. Direct Staff to work with the PTC to study an additional exemption to Municipal Code Section 18.28.060(e) for Below Market Rate housing, in conjunction with other Zoning amendments; and F. Direct Staff to consider pricing for the parking garage MOTION AS AMENDED PASSED: 8-0 Tanaka not participating Council took a break from 10:26 P.M. to 10:36 P.M. 13. Accept the City Clerk's Report Certifying the Sufficiency of an Initiative Petition to Limit Health Care Costs that Hospitals and Medical Clinics May Charge; and Adopt a Resolution Placing the Initiative Petition on the November 2018 Ballot, or Adopt the Petition as an Ordinance Without Alteration, or Provide Other Direction to Staff. MOTION: Mayor Kniss moved, seconded by Council Member Fine to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Impose Limits on Costs that Hospitals and Clinics May Charge in Palo Alto ("Initiative Measure"); B. Direct Staff to return at a later meeting in June with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018; and C. Direct Staff to prepare an objective and fact based analysis of the effects of the Initiative Measure on Palo Alto residents after the City Council Summer Recess. AMENDMENT: Council Member Holman moved, seconded by Council Member XX to remove Part C from the Motion. Page 8 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION PART C SEPARATED FOR THE PURPOSE OF VOTING MOTION: Mayor Kniss moved, seconded by Council Member Fine to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Impose Limits on Costs that Hospitals and Clinics May Charge in Palo Alto ("Initiative Measure"); and B. Direct Staff to return at a later meeting in June with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018. MOTION: Mayor Kniss moved, seconded by Council Member Fine to: C. Direct Staff to prepare an objective and fact based analysis of the effects of the Initiative Measure on Palo Alto residents after the City Council Summer Recess. SUBSTITUTE MOTION: Council Member Wolbach moved, seconded by Council Member XX to continue this Agenda Item to June 18, 2018. SUBSTITUTE MOTION WITHDRAWN BY THE MAKER AMENDMENT: Council Member Wolbach moved, seconded by Council Member XX to replace in the Motion Part B, "direct Staff to return at a later meeting in June" with "direct Staff to poll for a Special Council meeting in July." AMENDMENT WITHDRAWN BY THE MAKER INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER add to the Motion Part C, "businesses, and City Staff" after "Palo Alto residents." MOTION AS AMENDED RESTATED: Mayor Kniss moved, seconded by Council Member Fine to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Impose Limits on Costs that Hospitals and Clinics May Charge in Palo Alto ("Initiative Measure"); and B. Direct Staff to return on June 18, 2018 with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018. Page 9 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES MOTION: Mayor Kniss moved, seconded by Council Member Fine to: C. Direct Staff to prepare an objective and fact based analysis of the effects of the Initiative Measure on Palo Alto residents, businesses, and City Staff after the City Council Summer Recess. MOTION PARTS A AND B PASSED: 9-0 MOTION PART C PASSED: 6-3 DuBois, Holman, Kou no 12. Accept the City Clerk's Report Certifying the Sufficiency of the Initiative Petition to Amend the Comprehensive Plan and Zoning Code to Reduce the Maximum Allowable New Office and R&D Development from 1.7 Million Square Feet to 850,000 Square Feet, Subject to Specified Exemptions; and Adopt a Resolution Placing the Initiative Petition on the November 2018 Ballot, or Adopt the Petition as an Ordinance Without Alteration, or Provide Other Direction to Staff. MOTION: Council Member Scharff moved, seconded by Council Member Fine to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Reduce the Office/R&D Development Cap ("Initiative Measure"); B. Direct Staff to return on July 30, 2018 with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018; C. Direct the Mayor to create an ad hoc committee of two or three Council Members to develop a possible measure to amend; D. Direct Staff to hire a consultant to conduct an economic and fiscal impact analysis to the City and the Palo Alto Unified School District including: Its effect on the internal consistency of the City's Comprehensive Plan and coordinated area plans, including the Housing Element, the consistency between planning and zoning, and the limitations on City actions under Section 65008 of the Government Code and Chapters 4.2 (commencing with Section 65913) and 4.3 (commencing with Section 65915) of Division of Title 7 of the Government Code; ii Its impact on funding for infrastructure of all types, including, but not limited to, transportation, schools, parks, and open Page 10 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES space. The report may also discuss whether the Initiative Measure would be likely to result in increased infrastructure costs or savings, including costs of infrastructure maintenance, to current residents and businesses; iii. Its impact on the community's ability to attract and retain business and employment; iv. Its impact on traffic congestion; v. Its impact on Below Market Rate housing; and vi. Its impact on the Stanford Research Park. SUBSTITUTE MOTION: Council Member Kou moved, seconded by Council Member DuBois to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Reduce the Office/R&D Development Cap ("Initiative Measure"); and B. Direct Staff to return on June 18, 2018 with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018. SUBSTITUTE MOTION FAILED: 4-5 DuBois, Filseth, Holman, Kou yes INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part D, "but not limited to" after "School District including." INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, "direct Staff to consider input from Stanford University, non -profits, and the business community." (New Part D.vii.) AMENDMENT: Council Member DuBois moved, seconded by Council Member Wolbach to replace Part D of the Motion with, "direct Staff to prepare an objective and fact based analysis of the effects of the Initiative Measure on Palo Alto residents, businesses, City Staff after the City Council Summer Recess." INCORPORATED INTO THE AMENDMENT WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Amendment, "and the Palo Alto Unified School District" after "City Staff." Page 11 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES SECOND TO THE AMENDMENT WITHDRAWN BY THE SECONDER AMENDMENT AS AMENDED RESTATED: Council Member DuBois moved, seconded by Council Member Holman to replace Part D of the Motion with, "direct Staff to prepare an objective and fact based analysis of the effects of the Initiative Measure on Palo Alto residents, businesses, and City Staff, and the Palo Alto Unified School District after the City Council Summer Recess." AMENDMENT AS AMENDED FAILED: 4-5 DuBois, Filseth, Holman, Kou yes MOTION AS AMENDED RESTATED: Council Member Scharff moved, seconded by Council Member Fine to: A. Accept the City Clerk's Certificate of Sufficiency of the Initiative Petition to Reduce the Office/R&D Development Cap ("Initiative Measure"); B. Direct Staff to return on July 30, 2018 with a Resolution calling for an election to submit the Initiative Measure to the voters at the next General Municipal Election to be held on November 6, 2018; C. Direct the Mayor to create an ad hoc committee of two or three Council Members to develop a possible measure to amend; D. Direct Staff to hire a consultant to conduct an economic and fiscal impact analysis to the City and the Palo Alto Unified School District including but not limited to: Its effect on the internal consistency of the City's Comprehensive Plan and coordinated area plans, including the Housing Element, the consistency between planning and zoning, and the limitations on City actions under Section 65008 of the Government Code and Chapters 4.2 (commencing with Section 65913) and 4.3 (commencing with Section 65915) of Division of Title 7 of the Government Code; ii. Its impact on funding for infrastructure of all types, including, but not limited to, transportation, schools, parks, and open space. The report may also discuss whether the Initiative Measure would be likely to result in increased infrastructure costs or savings, including costs of infrastructure maintenance, to current residents and businesses; Page 12 of 13 City Council Meeting Draft Action Minutes: 06/11/18 DRAFT ACTION MINUTES iii. Its impact on the community's ability to attract and retain business and employment; iv. Its impact on traffic congestion; v. Its impact on Below Market Rate housing; vi. Its impact on the Stanford Research Park; and vii. Direct Staff to consider input from Stanford University, non- profits, and the business community. MOTION AS AMENDED PASSED: 5-4 DuBois, Filseth, Holman, Kou no State/Federal Legislation Update/Action None. Adjournment: The meeting was adjourned at 1:05 A.M. Page 13 of 13 City Council Meeting Draft Action Minutes: 06/11/18 r � CITY OF PALO ALTO CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Special Meeting June 12, 2018 The City Council of the City of Palo Alto met on this date in the El Palo Alto Room at the Mitchell Park Community Center, 3700 Middlefield Road, Palo Alto, CA at 6:08 P.M. Present: DuBois, Filseth, Fine, Holman, Kniss, Kou, Scharff, Tanaka, Wolbach Absent: Study Session 1. Update on the Ongoing Implementation of the Bicycle + Pedestrian Transportation Plan and the Neighborhood Traffic Safety and Bicycle Boulevards - Phase 1 Project Along Amarillo Avenue, Bryant Street, East Meadow Drive, Montrose Avenue, Moreno Avenue, Louis Road, Palo Alto Avenue, and Ross Road. Action Items 2. THIS ITEM HAS BEEN REMOVED AND WILL BE HEARD AFTER COUNCIL'S BREAK. 3. THIS ITEM HAS BEEN REMOVED AND WILL BE HEARD AFTER COUNCIL'S BREAK. Adjournment: The meeting was adjourned at 10:06 P.M. Page 1 of 1 CITY OF PALO ALTO CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Special Meeting June 18, 2018 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:03 P.M. Present: DuBois, Filseth, Fine, Holman, Kniss; Kou arrived at 5:05 P.M., Scharff; Tanaka arrived at 5:05 P.M., Wolbach Absent: Closed Session 1. PUBLIC EMPLOYMENT Title: City Manager Authority: Government Code Section 54957(b). MOTION: Council Member Wolbach moved, seconded by Council Member Holman to go into Closed Session. MOTION PASSED: 7-0 Kou, Tanaka absent Council went into Closed Session at 5:03 P.M. Council returned from Closed Session at 6:55 P.M. Mayor Kniss announced no reportable action. Agenda Changes, Additions and Deletions None. Minutes Approval 2. Approval of Action Minutes for the June 4, 2018 Council Meeting. MOTION: Council Member Scharff moved, seconded by Vice Mayor Filseth to approve the Action Minutes for the June 4, 2018 Council Meeting. MOTION PASSED: 9-0 Page 1 of 6 DRAFT ACTION MINUTES Consent Calendar Council Member Tanaka registered a no vote on Agenda Item Number 11 - Adoption of an Updated Salary Schedule and Revised Compensation Plan... MOTION: Council Member DuBois moved, seconded by Council Member Wolbach to approve Agenda Item Numbers 3-13A. 3. Recommendation That the City Council Accept Audit Status Updates on Contract Oversight of Trenching Installation and Electric Substructure, Inventory Management, and Utility Metering. 4. Recommendation That the City Council Accept the Status Updates of the Cash Handling, Travel Expense Audit, the Cable Franchise and PEG Fees Audit and the Payments Audit. 5. Resolution 9773 Entitled, "Resolution of the Council of the City of Palo Alto Summarily Vacating Public Utility Easements at 333 West Charleston Road and 4202 Ruthelma Avenue." 6. Resolution 9774 Entitled, "Resolution of the Council of the City of Palo Alto Summarily Vacating Public Utility Easement at 405 Curtner Avenue." 7. Resolution 9775 Entitled, "Resolution of the Council of the City of Palo Alto Vacating Public Utility Easement at 4301-4329 El Camino Real." 8. Approval of Contract Amendment Number 4 With Cypress Security, Inc. Increasing the Amount by $330,000 for a Total Not -to -Exceed Amount of $3,662,216, and Extend the Term of the Agreement to September 30, 2018 for Guard Monitoring Services at Palo Alto Caltrain Locations. 9. Approval of Three General Services Contracts for Approximately $2.0 Million per Year in Annual Expenses in the Wastewater Treatment Enterprise Fund: 1) Contract With Denali Water Solutions, LLC for Sludge Hauling Services in an Amount Not -to -Exceed $2,181,000 for a 3 -Year Term; 2) Contract With Lystek International Limited in an Amount Not -to -Exceed $3,649,000; and 3) Contract With Synagro- WWT, Inc. in an Amount Not -to -Exceed $3,415,000, Both for Offsite Sludge Treatment Services for a 5 -Year Term. 10. Approval of Amendment Number 5 With C&S Engineers, Inc. to Contract Number C15155208A in the Amount of $119,227 for Page 2 of 6 City Council Meeting Draft Action Minutes: 6/15/18 DRAFT ACTION MINUTES Construction Administration Services on the Airport Apron Reconstruction, Capital Improvement Program Project AP -16000. 11. Adoption of an Updated Salary Schedule and Revised Compensation Plan for Unrepresented Limited Hourly Employees Effective July 1, 2017 - June 30, 2021. 12. Approval of an Agreement With Concordia LLC for 18 Months in the Amount Not -to -Exceed $565,972 for Cubberley Community Center Master Plan and Visioning; Approval of a Cost Share Agreement With the Palo Alto Unified School District for up to $332,986; and Approval of Budget Amendments to Fund the Master Plan. 13. Approval of Contract C18172547 With Integrated Design 360 for Development and Support of the Sustainability Implementation Plan, the Green Building Program, the Deconstruction and Source Separation Program, the Dewatering Monitoring Program and Utilities On -call Services Through June 30, 2019 for a Total Not -to -Exceed Amount of $606,291. 13A. Resolution 9776 Entitled, "Resolution of the Council of the City of Palo Alto Calling a General Municipal Election for Tuesday, November 6, 2018, for Three Council Member Seats." MOTION FOR AGENDA ITEM NUMBERS 3-10, 12-13A PASSED: 9-0 MOTION FOR AGENDA ITEM NUMBER 11 PASSED: 8-1 Tanaka no Action Items 14. PUBLIC HEARING: Adoption of Budget Ordinance for Fiscal Year 2019, Including Adoption of Operating and Capital Budgets and Municipal Fee Schedule. Council Member Tanaka left the meeting at 8:30 P.M. Public Hearing opened at 9:02 P.M. Public Hearing closed at 9:12 P.M. MOTION: Council Member Scharff moved, seconded by Vice Mayor Filseth to: A. Adopt the Fiscal Year 2019 Budget Appropriation Ordinance, which includes: Page 3 of 6 City Council Meeting Draft Action Minutes: 6/15/18 DRAFT ACTION MINUTES The City Manager's Fiscal Year 2019 Proposed Operating and Capital Budgets, previously distributed at the April 30, 2018 City Council meeting; ii. Amendments to the City Manager's Fiscal Year 2019 Proposed Operating Budget (as described in Staff Report, Attachment A, Exhibit 2); iii. Amendments to the City Manager's Fiscal Year 2019 Proposed Capital Budget (as described in Staff Report, Attachment A, Exhibit 3); iv. Fiscal Year 2019 Proposed Municipal Fee Changes (as described in Staff Report, Attachment A, Exhibit 4); v. Fiscal Year 2019 City Table of Organization (as described in Staff Report, Attachment A, Exhibit 5); B. Accept the June 30, 2017 actuarial valuation of Palo Alto's Retiree Healthcare Plan and approve full funding of the annual Actuarially Determined Contributions (ADC) for Fiscal Years 2019 and 2020; C. Approve amending Salary Schedules for: i. Management and Professional Group (MGMT); and ii. Service Employees International Union - Hourly (SEHL). MOTION PASSED: 7-1 Kou no, Tanaka absent Council Member DuBois left the meeting at 10:22 P.M. Council took a break from 10:22 P.M. to 10:27 P.M. 15. Resolution 9777 Entitled, "Resolution of the Council of the City of Palo Alto Placing an Initiative Measure on the November 6, 2018 Ballot to Amend Title 5 of the Palo Alto Municipal Code to Limit Health Care Costs That Hospitals, Medical Clinics and Other Health Care Providers may Charge Patients and Other Payers." MOTION: Council Member Scharff moved, seconded by Mayor Kniss to adopt a Resolution calling an election to submit the Initiative to the voters at the next general municipal election on November 6, 2018 on the Palo Alto Accountable and Affordable Health Care Initiative including the following Ballot Question: "Shall the Palo Alto Municipal Code be amended to regulate and limit the amount that hospitals, medical clinics and other health care Page 4 of 6 City Council Meeting Draft Action Minutes: 6/15/18 DRAFT ACTION MINUTES providers in Palo Alto may charge patients or other individuals, primary insurers, secondary insurers, and other payers, excluding government payers." MOTION PASSED: 7-0 DuBois, Tanaka absent 16. Resolution 9778 Entitled, "Resolution of the Council of the City of Palo Alto Placing a Measure on the November 6, 2018 General Election Ballot to Increase the City's Transient Occupancy Tax (TOT) by Two Percentage Points." MOTION: Council Member Fine moved, seconded by Council Member Scharff to: A. Adopt a Resolution to submit a measure to the voters at the general municipal election on November 6, 2018, to increase the City's Transient Occupancy Tax (TOT) by two (2) percentage points; and B. Direct Staff to use ballot language conforming to constitutional requirements that would become effective if a statewide measure to amend the California Constitution and impose new procedures on local tax measures is adopted by California voters at the November 6, 2018 election. AMENDMENT: Mayor Kniss moved, seconded by Council Member Holman to replace in the Motion Part A, "two (2) percentage points" with "one and a half (1.5) percentage points." AMENDMENT PASSED: 5-2 Fine, Kou no, DuBois, Tanaka absent MOTION AS AMENDED RESTATED: Council Member Fine moved, seconded by Council Member Scharff to: A. Adopt a Resolution to submit a measure to the voters at the general municipal election on November 6, 2018, to increase the City's Transient Occupancy Tax (TOT) by one and a half (1.5) percentage points; and B. Direct Staff to use ballot language conforming to constitutional requirements that would become effective if a statewide measure to amend the California Constitution and impose new procedures on local tax measures is adopted by California voters at the November 6, 2018 election. MOTION AS AMENDED PASSED: 6-1 Kou no, DuBois, Tanaka absent Page 5 of 6 City Council Meeting Draft Action Minutes: 6/15/18 DRAFT ACTION MINUTES State/Federal Legislation Update/Action None. Adjournment: The meeting was adjourned at 11:55 P.M. Page 6 of 6 City Council Meeting Draft Action Minutes: 6/15/18 r � CITY OF PALO ALTO CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Special Meeting June 19, 2018 The City Council of the City of Palo Alto met on this date in the Council Chambers at 6:10 P.M. Present: DuBois, Filseth, Fine, Holman, Kou, Scharff; Tanaka arrived at 8:00 P.M., Wolbach Absent: Filseth, Kniss Participating remotely: Tanaka participating from 51 Brentwood Street, Boston, MA 02134 Action Items 1. Council Rail Committee Recommends the City Council Move Forward With the Community Engagement Plan as Developed by Staff and AECOM Including the Creation of a Community Advisory Panel. MOTION: Council Member Wolbach moved, seconded by Council Member Scharff to move forward with the Community Engagement Plan as developed by Staff and AECOM including the creation of a Community Advisory Panel. MOTION PASSED: 6-0 Filseth, Kniss, Tanaka absent 2. Discussion and Potential Action to Further Narrow Possible Grade Separation Alternatives Including Rail Committee Recommendation to the City Council to Further Define the Grade Separations for Further Study in the Following Ways: a. Eliminate Churchill Avenue Hybrid (CAH) idea from consideration; b. Eliminate Churchill Avenue Reverse Hybrid (CAR) idea from consideration; c. Break out Churchill Avenue closure option into full closure and partial closure; d. Remove the language regarding widening Embarcadero Road underpass from description of Churchill Avenue crossing closed (CAX) idea; and Page 1 of 4 DRAFT ACTION MINUTES e. Add to Churchill Avenue crossing closed (CAX) idea, "study additional options for addressing traffic in the Embarcadero Road underpass area. MOTION: Council Member Scharff moved, seconded by Council Member Wolbach to: A. Eliminate Churchill Avenue Hybrid (CAH) idea from consideration; B. Eliminate Churchill Avenue Reverse Hybrid (CAR) idea from consideration; C. Break out Churchill Avenue closure option into full closure and partial closure; D. Remove the language regarding widening Embarcadero Road underpass from the description of the Churchill Avenue crossing closed (CAX) idea; and E. Add to Churchill Avenue crossing closed (CAX) idea, "study additional options for addressing traffic in the Embarcadero Road underpass area." SUBSTITUTE MOTION: Council Member DuBois moved, seconded by Council Member Kou to: A. Eliminate all hybrid ideas from consideration; B. Break out Churchill Avenue closure option into full closure and partial closure; C. Study additional options for addressing traffic on Embarcadero Road and University Avenue, particularly at the intersections with Alma Street; and D. Consider a short trench at Churchill Avenue at a 2 percent grade. INCORPORATED INTO THE SUBSTITUTE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Substitute Motion Part A, "that require full eminent domain" after "all hybrid." AMENDMENT TO THE SUBSTITUTE MOTION: Council Member Tanaka moved, seconded by Council Member XX to add to the Motion, "direct Staff to study value capture or other options to finance a tunnel." Page 2 of 4 City Council Meeting Draft Action Minutes: 6/19/18 DRAFT ACTION MINUTES AMENDMENT TO THE SUBSTITUTE MOTION FAILED DUE TO THE LACK OF A SECOND AMENDMENT TO THE SUBSTITUTE MOTION: Council Member Holman moved, seconded by Council Member XX to replace in the Motion Part A, "full eminent domain" with "a complete eminent domain action on a residential property." AMENDMENT TO THE SUBSTITUTE MOTION FAILED DUE TO THE LACK OF A SECOND SUBSTITUTE MOTION WITHDRAWN BY THE MAKER INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, "direct Staff to analyze and return to Council in August with a report on the impacts to properties at Charleston Road and Meadow Drive." (New Part F) AMENDMENT: Council Member DuBois moved, seconded by Council Member XX to replace in the Motion Part E, "underpass area" with "and University Avenue, particularly at the intersections with Alma Street." AMENDMENT WITHDRAWN BY THE MAKER INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to replace in the Motion Part F, "at Charleston Road and Meadow Drive" with "for hybrid options for Charleston Road and Meadow Drive." AMENDMENT: Council Member Holman moved, seconded by Council Member XX to add to the Motion Part E, "and implement appropriate actions to minimize redirected traffic onto residential streets in adjacent neighborhoods and commit to adopting appropriate mitigations to address the impacts." AMENDMENT RESTATED AND INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part E, "including actions to minimize redirected traffic onto residential streets in adjacent neighborhoods and commit to adopting appropriate mitigations to address the impacts." AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to add to the Motion Part F, "that minimize eminent domain" after "hybrid options." AMENDMENT FAILED DUE TO THE LACK OF A SECOND Page 3 of 4 City Council Meeting Draft Action Minutes: 6/19/18 DRAFT ACTION MINUTES AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to add to the Motion Part E, "and safety" after "addressing traffic." AMENDMENT FAILED DUE TO THE LACK OF A SECOND MOTION AS AMENDED RESTATED: Council Member Scharff moved, seconded by Council Member Wolbach to: A. Eliminate Churchill Avenue Hybrid (CAH) idea from consideration; B. Eliminate Churchill Avenue Reverse Hybrid (CAR) idea from consideration; C. Break out Churchill Avenue closure option into full closure and partial closure; D. Remove the language regarding widening Embarcadero Road underpass from the description of the Churchill Avenue crossing closed (CAX) idea; E. Add to Churchill Avenue crossing closed (CAX) idea, "study additional options for addressing traffic in the Embarcadero Road underpass area including actions to minimize redirected traffic onto residential streets in adjacent neighborhoods and commit to adopting appropriate mitigations to address the impacts; and F. Direct Staff to analyze and return to Council in August or earlier with a report on the impacts to properties for hybrid options for Charleston Road and Meadow Drive. MOTION AS AMENDED PASSED: 6-1 Tanaka no, Filseth, Kniss absent 3. Verbal Update on Interagency Activities. NO ACTION TAKEN Adjournment: The meeting was adjourned at 9:51 P.M. Page 4of4 City Council Meeting Draft Action Minutes: 6/19/18 CITY OF PALO ALTO 2 TO: HONORABLE CITY COUNCIL FROM: BETH MINOR, CITY CLERK DATE: JUNE 25, 2018 SUBJECT: AGENDA ITEM NUMBER 2- Approval of Action Minutes for the June 11, 12, 18, and 19, 2018 Council Meetings Action Minutes for the June 18 and June 19 Council Meetings have been added to this report for your review and approval. Beth Minor City Clerk 1 of 1 CITY OF PALO ALTO City of Palo Alto (ID # 9189) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Landfill Gas and Leachate Control System Improvements Title: Approval of Contract Number C18171689 With Toubar Equipment Company, Inc. for a Not -To -Exceed Amount of $716,030 for Landfill Gas Collection and Control System and Leachate Collection System Improvements at the Palo Alto Landfill Over a Term of 90 Days 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 Toubar Equipment Company, Inc. (Attachment A) in an amount not to exceed $650,936 for landfill gas and leachate control systems improvements at the Palo Alto Landfill. 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Toubar Equipment Company, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $65,094. Background The existing landfill gas collection and leachate recovery systems in an approximately 47 -acre portion of the City's closed landfill known as "Phase IIA" and "Phase IIB" are buried deeper than ideal due to settlement repair and the addition of cover soils since the capping of this section of the landfill in 2001. This condition limits the accessibility for repair work, and poses problems for accessing shut-off valves and other system components. Replacing the piping system is a preventative measure to maintain compliance with the Bay Area Air Quality Management District emission requirements and to avoid damage or warping due City of Palo Alto Page 1 to differential settlement of landfill materials, which can cause lines to become pinched and leads to blockages or improper drainage of the gas collection and control system condensate. Discussion The work to be performed under the attached contract is to upgrade and modify the landfill gas and leachate collection systems by upgrading and rerouting the gas and leachate system header pipes to increase efficiency, and install new air pipeline to replace aging air hosing. Proposal Title/Number IFB171689 - Landfill Gas Collection and Control System and Leachate Collection System Improvements Proposed Length of Project 90 Days Number of Notices sent to Vendors via City's eProcurement system 1,019 Number of Notices sent to Builder's Exchanges via City's eProcurement system 2 Number of Solicitation Packages downloaded by Vendors 19 Number of Solicitation Packages downloaded by Builder's Exchanges 9 Total Days to Submit Proposal 22 Pre -Proposal Meeting 4/30/2018 Numbers of Company Attendees at Pre- Proposal Meeting 6 Number of Bids Received 0 Range of Bid Amounts N/A The Invitation for Bid (IFB) was posted on Planet Bids, the City's eProcurement system, and a notice inviting bids was sent to bidders on April 23, 2018. Representatives from six companies attended the pre -proposal meeting on April 30, 2018; however, no bids were submitted by the May 15, 2018 due date. Staff emailed attendants of the pre -bid meeting requesting feedback on the procurement and why they did not submit a bid. Three companies responded to the inquiry. Two responded indicating they had competing projects during this City of Palo Alto Page 2 timeframe and did not have the staffing or resources available to meet the timeline for this project. One stated their intention was to submit the bid package and they were in the process of securing a bid bond but due to clerical error were unable to provide it by the bid due date. In situations where no bids are received during a formal bidding solicitation, the Palo Alto Municipal Code Section 2.30.360 provides for an exemption from competitive solicitation requirements: "(c) Where competitive bids or requests for proposals have been solicited and no bid or proposal has been received or no bid or proposal meeting the requirements of the invitation to bid or request for proposal has been received, provided that, in the case of a public works project, the project is not otherwise required by the Charter to be formally bid." Following the formal bid process, staff solicited a bid from one general contractor that showed an earnest effort during the formal bid process. The contractor had been preparing a formal bid to submit, but due to clerical error they were not able to secure a bid bond before the bid deadline. Upon learning of this reason, staff requested they continue to prepare and submit a quote for the work. Staff has reviewed the bid submitted by Toubar Equipment, Inc. and recommends that their bid of $650,936 be accepted. The bid is 17 percent above the engineer's estimate of $555,000. The change order amount of $65,094, which equals ten percent of the total contract, is requested because of potential related, additional but unforeseen work which may develop during the project. Staff confirmed with the Contractor's State License Board that the contractor has an active license on file. This contractor has a performance record with the City as the Landfill Closure Contractor and Landfill Maintenance Contractor. Timeline The project duration is 90 days from the Notice to Proceed. Resource Impact Funds in the amount of $225,000 were appropriated as part of the FY 2018 Adopted Operating Budget in the Refuse Fund for this project. Additional funding City of Palo Alto Page 3 of $500,000 was appropriated as part of the Mid -Year Budget Review in CMR 8876 (https://www.cityofpaloalto.org/civicax/filebank/documents/63249) for a total of $725,000 allocated to fund this project in the Refuse Fund. Policy Implications Recommendations of this staff report are consistent with existing City policies. Environmental Review The proposed upgrade and replacement modifications are necessary to stay in compliance with the Bay Area Air Quality Management District emission requirements and do not have significant environmental impacts. The upgrade and modification of the landfill gas and leachate collection system are categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301, as a Class 1 exemption which applies to the replacement and repair of existing facilities. Attachments: • Attachment A - Contract C18171689 City of Palo Alto Page 4 CITY OF PALO ALTO CONSTRUCTION CONTRACT Contract No. C18171689 City of Palo Alto Landfill Gas Collection and Control System and Leachate Collection System Improvement Project Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS 6 1.1 Recitals 6 1.2 Definitions 6 SECTION 2 THE PROJECT 6 SECTION 3 THE CONTRACT DOCUMENTS 7 3.1 List of Documents 7 3.2 Order of Precedence 7 SECTION 4 CONTRACTOR'S DUTY 8 4.1 Contractor's Duties 8 SECTION 5 PROJECT TEAM 8 5.1 Contractor's Co-operation 8 SECTION 6 TIME OF COMPLETION 8 6.1 Time Is of Essence 8 6.2 Commencement of Work 8 6.3 Contract Time 8 6.4 Liquidated Damages 8 6.4.1 Other Remedies 9 6.5 Adjustments to Contract Time 9 SECTION 7 COMPENSATION TO CONTRACTOR 9 7.1 Contract Sum 9 7.2 Full Compensation 9 SECTION 8 STANDARD OF CARE 9 8.1 Standard of Care 9 SECTION 9 INDEMNIFICATION 10 9.1 Hold Harmless 10 9.2 Survival 10 SECTION 10 NON-DISCRIMINATION 10 10.1 Municipal Code Requirement 10 SECTION 11 INSURANCE AND BONDS 10 Invitation for Bid (IFB) Package 2 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 3 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 4 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 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 25, 2018 ("Execution Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and TOU BAR EQUIPMENT CO, INC. ("Contractor"), is made with reference to the following: RECITALS: 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 591319 and Department of Industrial Relations Registration Number 1000037770. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 23, 2018, City issued an Invitation for Bids (IFB171689) to contractors for the Landfill Gas Collection and Control System and Leachate Collection System Improvement ("Project"). The City did not receive any Bids in response to the IFB. Per the Palo Alto Municipal Code Section 2.30.360(C) the City requested a Bid from one Contractor and the 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 Landfill Gas Collection and Control System and Leachate Collection System Improvement Project, located at 2380 Embarcadero Road, Palo Alto, CA. ("Project"). Invitation for Bid (IFB) Package 6 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 7 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 Ninety calendar days (90) 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 ($500.00) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City's right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City's Losses are caused by any reason other than Contractor's failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Six Hundred Fifty Thousand Nine Hundred Thirty -Six Dollars and Thirteen Cents ($$650,936.13). [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 9 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 10 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: (1) 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: Copy to: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Elise Sbarbori AND ❑ City of Palo Alto Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT 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: TOU BAR EQUIPMENT CO, INC ATTN: Joe Trott 2535 Pulgas Avenue East Palo Alto, CA 94313 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 12 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 13 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 14 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 15 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 16 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 17 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 18 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 19 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 20 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. ri 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 n Purchasing Manager ® City Manager APPROVED AS TO FORM: City Attorney or designee APPROVED: Public Works Director TOU BAR EQUIPMENT CO, INC. Officer 1 By: Name: Title: Date: Officer 2 By: Name: Title: Date: Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT CITY OF PALO ALTO City of Palo Alto (ID # 9036) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Utility Control Room Upgrade Title: Approval and Authorization for the City Manager to Execute an Electric Enterprise Fund Professional Services Contract With Activu Corporation in the Amount of $438,006, including Change Orders for Additional Related but Unforeseen Work in the Amount of $43,800, for a Total Not -to -Exceed Amount of $481,006, for the Utility Control Room Upgrade Project From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached professional services contract (see Attachment A, Contract) with Activu Corporation in the amount of $438,006 for the Utility Control Center Upgrade Project (EL -17008). 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Activu Corporation for additional related, but unforeseen, work which may develop during the project; the total of which shall not exceed $43,800 (10% of the contract amount). Staff is therefore requesting a total authorized not -to -exceed amount of $481,806 for this Contract, which includes the contract amount of $438,006 plus a 10% contingency amount of $43,800. Background The Utility Control Center (UCC) located on East Bayshore Road at the Municipal Services Center is used to monitor and coordinate the activities of City's Electric, Water, Gas and Wastewater Collection utilities. Staff at the UCC monitor the utility systems using the Utilities' Supervisory Control and Data Acquisition System (SCADA); have access to video cameras of critical facilities; and are responsible for controlling all operation and work activities on the utility electric system. Abnormal conditions send alarms to the UCC for staff's immediate assessment, and system operators dispatch staff to address the issues as needed. Some of the City of Palo Alto Page 1 interior areas of the Utility Control Center are functionally inadequate, showing wear and tear due to age and use, and do not make efficient use of the work space. The consoles were installed 30 years ago, do not provide an ergonomically suitable work station for staff, and are due for replacement. The existing video wall is outdated with color correction issues and is no longer supported by the vendor. The consoles and video wall are also due for replacement. Currently, the Control Room is only staffed by Electric Dispatchers. The upgraded design takes into account the future need to add Water and Gas Dispatchers to the round the clock Utility Control Center staff. Four new ergonomically adjustable consoles will be installed for this project. The new video wall in the control room will increase the efficiency of the City's dispatch operation through the enhanced ability to view multiple mission -critical video displays concurrently. This functionality will prove valuable during daily monitoring of a variety of critical SCADA displays, security camera video, network applications, and system switching. It will also be possible to display large amounts of information simultaneously for a large group of Operations and Engineering personnel, which is critical in aiding the City's response during unplanned disruptions. Discussion Included in the contract are the design and construction activities for a complete turn -key upgrade of the control room including preparation of room design schematics, selection and installation of a video wall with incorporated sound, video wall processor, consoles/tables, lighting, room sound system, and incorporation of existing utility control, communication, and security systems. The contract also includes, as Exhibit K, a software license agreement for all software installed as part of the professional services contract scope. Activu will engage the services of three subcontractors to procure the video wall and consoles, and complete electrical work. The building will remain occupied during the course of the project. Work will be scheduled to keep systems operational during working hours and to minimize the impacts of construction on UCC staff. The following table is a summary of the bid process: Bid Name / Number Utility Control Room Upgrade -RFP 169715 Electric Fund- Operating WBS EL -17008 Proposed Length of Project 3 months Number of Bids Mailed to Contractors 780 Number of Bids Mailed to Builder's Exchanges 10 Total Days to Respond to Bid 40 Pre -Bid Meeting Yes, December 7, 2017 Number of Company Attendees at Pre -Bid Meeting 8 Number of Bids Received 3 Bid Price Range From $438,006 to $549,626 * Bid summary provided as attachment. City of Palo Alto Page 2 Staff has reviewed all bids submitted (Attachment B: Bid Summary) and recommends that the bid of $438,006 submitted by Activu Corporation, be accepted and that Activu Corporation be declared the lowest responsible bidder. The contingency amount of $43,800 which equals 10% of the total contract is requested for additional unforeseen work that may develop during the project. Staff checked references supplied by the contractor for previous work performed and found all to be satisfactory. Timeline Construction is scheduled to begin the week of June 1, 2018 and is to be completed within 97 days. Hardware and software maintenance support will extend for five years. Resource Impact • Funds for this capital improvement project are available in the Enterprise Electric Fund — Capital Improvement budget, for the Utility Control Center Upgrade Project (EL -17008). • Ongoing Maintenance requirements: Five years of full support and maintenance is included. Additional support and maintenance are available at approximately $7,000 per year, and if needed, these services and funding will be requested separately as part of the Operating Budget process. Maintenance includes 24 x 7 telephone support, free software upgrades for new versions, and logistical support for repairs. Policy Implications The approval of this contract is consistent with existing City policies including the Council - approved Utilities Strategic Plan -Strategic Objectives: Priority 3 to invest in and utilize technology to enhance the customer experience and maximize operational efficiency, and specifically Strategy 4, Action 3 to Maintain the Supervisory Control and Data Acquisition (SCADA) system to ensure a safe, reliable, and efficient distribution system. Environmental Review This project is categorically exempt from the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15302 (replacement or reconstruction of existing structures and facilities). Attachments: • Placeholder - Contract • Utility Control Room Upgrade Activu C18169715 City of Palo Alto Page 3 23997 PI acehol der - cont r act Page 1 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO CONTRACT NO. C18169715 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ACTIVU CORPORATION DBA IMTECH CORPORATION FOR PROFESSIONAL SERVICES This Agreement is entered into on this 25th day of June 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and ACTIVU CORPORATION DBA IMTECH CORPORATION, a Delaware corporation, located at 301 Round Hill Drive, Rockaway, New Jersey 07866 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to upgrade the Utility Control Center (UCC) to include a video wall with incorporated sound, a video wall processor, software, consoles and tables, lighting, sound system, software, and incorporation of existing utility control/communication/security systems, referred to as the UCC Upgrade Project ("Project") and desires to engage a consultant to provide a turn -key upgraded, designed and built system 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. CONSULTANT represents that it is duly licensed by the State of California Division of Industrial Relations (DIR) number 1000041333 and Contractor's State License Board number 10036248. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the Professional Services Rev. April 27, 2018 6055033 1 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 services in accordance with the Schedule of Performance attached at Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services") shall not exceed Four Hundred Thirty -Eight Thousand Six Dollars ($438,006.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services and Additional Services shall not exceed Four Hundred Eighty -One Thousand Eight Hundred Six Dollars ($481,806.00). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates), 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 Professional Services Rev. April 27, 2018 6055033 2 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Conti Corporation, DIR #1000009634, CSLB # 922558 — Electrical Contractor Mitsubishi Electric, DIR # 1000009624 — Video wall provider Russ Bassett, DIR #1000031716 — Console provider Professional Services Rev. April 27, 2018 6055033 3 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 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 Ray Santhouse as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services 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 Ramandeep Kaur, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone (650)566-4577. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court Professional Services Rev. April 27, 2018 6055033 4 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be Professional Services Rev. April 27, 2018 6055033 5 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Professional Services Rev. April 27, 2018 6055033 6 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY' s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - Professional Services Rev. April 27, 2018 6055033 7 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit "E" for any Professional Services Rev. April 27, 2018 6055033 8 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 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 of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they Professional Services Rev. April 27, 2018 6055033 9 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 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. 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 ACTIVU CORPORATION DBA IMTECH CORPORATION City Manager or designee Officer 1 By: Name: APPROVED AS TO FORM: Title: City Attorney or designee DocuSigned by: (pob 3E6A866450AB45D... Bob Hinkle coo Officer 2 DocuSigned by: By: Name: Title: LC941E6F44B564DA Mi chael westermann 174.41 Controller Attachments: EXHIBIT "A": SCOPE OF SERVICES EXHIBIT "B": SCHEDULE OF PERFORMANCE EXHIBIT "C": COMPENSATION EXHIBIT "C-1": SCHEDULE OF RATES EXHIBIT "D": INSURANCE REQUIREMENTS EXHIBIT "E": DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT "F": NON DISCLOSURE EXHIBIT "G": BONDS EXHIBIT "H": PRIVACY POLICY EXHIBIT "I": VISA EXHIBIT "J": SaaS EXHIBIT "K": END USER LICENSE AGREEMENT (EULA) Professional Services Rev. April 27, 2018 6055033 10 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "A" SCOPE OF SERVICES I. Overview CONSULTANT shall provide the CITY with the project plan, project management, installation, testing, documentation, and follow-up hardware/software maintenance services for a turn -key upgrade of selected parts of RFP 169715 to the Utility Control Center (UCC) control room environment, 3241 East Bayshore Road, Palo Alto, California. CONSULTANT shall implement this project in accordance with the City's Request for Proposal 169715, and CONSULTANT proposal dated January 3, 2018. The project is organized into four (4) phases: II. Phase I: Planning, Finalizing Project Design and Ordering Equipment: (a) The first part of CONSULTANT's work will be to perform interviews with each CPAU operator to gather data with which to ascertain the finishing details needed to design final furnishings and features. (i) The contractor shall inventory current operator workstations including control system devices, outage call system, video surveillance equipment, radio call system, phone, software, and security systems. (ii) Based on the assessment in part (i) the CONSULTANT shall submit detailed console drawings showing incorporation of 4 - 28" LCD flat panel monitors, ceiling lighting, telephone, keyboards, PCs, security system, mouse, daily switch log filer, integrated cable management systems with proper ventilation and all existing control/ communications (including legacy radio system) security system devices in each console. (iii) CONSULTANT shall also submit equipment and material lists, samples (color and material sample for consoles), and shop/design drawings detailing the equipment and new room layout within twenty (20) business days of contact award for CPAU review and approval prior to procurement. III. Phase II: Equipment Procurement, System Assembly and Testing: a. The following equipment will be procured as part of this project: i. Video Wall: CONSULTANT shall supply a video display wall consisting of (8) 60" HD LED illuminated rear projection cubes, configured in a (4) wide by (2) high array, as shown in the below diagrams. 1. Each LED rear -projection cube shall be accessible from the front with no access from the rear required and have a life span of a minimum of 60,000 hours in Eco Mode, Normal Mode or Bright Mode. 2. Each LED rear -projection cube should be able to switch between High Brightness mode and Normal mode and ECO mode. 3. Each LED rear -projection cube shall be designed such that the light engine is enclosed and can be replaced in the same cabinet without having to install a new cabinet. 4. The audio noise shall be a maximum of 30dBA at 1 m distance from the video wall. 5. The cube must be IP addressable via a built-in RJ45 connector. ii. Video Wall Management System and Processor: The video wall management system shall be capable of simultaneously displaying multiple types of video signals, IP based streaming video formats, remote desktops, video graphics, web Professional Services Rev. April 27, 2018 6055033 11 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 pages, graphics files, video files, and applications for simultaneous viewing without any limitations to the number of images in a single display or array of displays on the video Wall. 1. The video wall system software consists of the following foundational components: Control/Management Application/Video Display Processor, Graphical User Interface, and a direct physical connection to view SCADA (Supervisory Control And Data Acquisition) System Applications. 2. The video wall system shall be compatible with Windows 7 and 10, Security Camera Software (MileStone & PureTech Systems), the Outage management System (NISC IVUE) and other software required by CPAU. The video wall management system GUI shall provide annotation capability for whiteboard-like drawing over system images. The application shall have the capability to store and recall annotations. The video wall management system software shall support secure transmission between software modules such as HTTPS and SSH. Server and workstations shall have RAID 1 or better storage system and include redundant power supplies. unit W: 4unit x H: 2unit Top view Front view o T Professional Services Rev. April 27, 2018 6055033 12 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 GUEST PORT FOUNDATION PROCESSOR SCADA WORKSTATION OF 4) DIGITAL DECODER SERVER OPERATOR (TYP OF 2) • NETWORK Type Description Qty 4 Residing Network Additional Information 1..F r �� Operator Desktops Corporate software Four (4) Operators with 1 workstation PC each (4 total) via Activu Capture Client running on network connected computers I NETWORK itik\ APPLICATIONS Applications 4 Corporate and SCADA Optionally the ACS SCADA can be displayed directly from the SCADA system as an application. Windows applications can run natively on the Activu Display Server Cable TV Tuner 1 NA One Xfinity RNG110 set top box. Direct connected (up to 1920 x 1080 resolution) Guest PC 1 NA Video and audio capture in control room. Direct connected. (up to 1920 x 1080 resolution) .... 6055033 13 Professional Services Rev. April 27, 2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 ScreenSCAD s A 4 NA Four (4) operators with one screen each direct connected to Display wall processor at HD (1920x1080) resolution. Web sources can be viewed and controlled as a web source directly on the Activu — ••• ti)±— Web Sources 6+ Corporate Display Server, or may be run on dedicated PCs that connect to the Activu system over a network via the Activu WEB Capture Client Milestone and PureTech systems. IP video captured as passthrough from IP IP Camera 10 Min. Corporate Camera security system as independent videos. Displayed directly on the display wall via the Activu Decoder Server as separate Images. Each up to 1920x1080 resolution iii. Consoles and Associated Components: The consoles and workstations will incorporate 4 - 28" LCD flat panel monitors, ceiling lighting, telephones, keyboards, PCs, security system, mouse, daily switch log filer, integrated cable management systems with proper ventilation and all existing control/ communications (including legacy radio system) security system devices in each console. The below photograph is included for illustration purposes. 1. CONSULTANT shall inventory current operator workstations including control system devices, outage call system, video surveillance equipment, radio call system, phone, and security systems. 2. Console walls shall have slats (attachment channels) for easily mounting and relocating accessories and rotating monitor arms capable of supporting 28" monitors. 3. Monitors shall be 28" Ultra HD LED monitors with 3840 X 2160 resolution. 4. Workstations shall allow the operator to easily adjust the height to a comfortable working position. 5. Rear accessible cabinets (for housing the PC's, cables, electronics, etc.) shall have doors that lock. 6. Each console must be equipped with a sufficient quantity of outlets (min. 14). No USB ports shall be allowed. Professional Services Rev. April 27, 2018 6055033 14 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 IV. Phase III — Shipment, Installation and Integration. a. CONSULTANT'S General Obligations i. Relocate the existing frequency clock. ii. Relocate power for the video wall. iii. Provide and install all the cabling necessary for the video wall and the consoles per City's cabling standards iv. Remove and dispose of the existing video wall, consoles, or other miscellaneous materials as directed by CPAU. v. Be responsible for all dumpster fees, disposal (or recycling, as applicable) of all materials and equipment removed under this Agreement. vi. Supply two (2) hardcopies of all final documentation including owner manuals, software, drawings, maintenance schedules/requirements and warrantees. vii. Secure all necessary permits and pay all permit fees. viii. Perform work while the Control Center is staffed and minimize the disruption to the Center and staff. ix. Submit a Factory Acceptance Test (FAT), which must be performed and signed off by Project Engineer before delivery to site. x. Submit a Field operations report demonstrating the system performance is the same as the FAT. xi. Upon completion of Project installation and integration with CPAU systems, CONSULTANT shall submit written proof of passage of a Site Acceptance Test, in order to be eligible for final payment. b. City of Palo Alto General Obligations: i. City of Palo Alto shall provide access to the Control Room from 6:OOam-6:OOpm. ii. City of Palo Alto shall provide technical review and approval of the CONSULTANT's documentation, drawings and supplemental information. iii. City of Palo Alto shall provide and install carpet after CONSULTANT removes and disposes of existing consoles. Then CONSULTANT shall install new consoles. c. Warranty Warranty Summary • = Manufacturer's Warranty Professional Services Rev. April 27, 2018 6055033 15 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 • = Extended Warranty Coverages System Component Manufacturer Period (years) Begins Year Year Year Year Year 1 2 3 4 5 Display cubes Mitsubishi 3 Upon Installation Workstations Exxact 3 Upon Delivery to Activu Technical Russ Bassett See Upon Furniture Proposal* Installation Graphics Cards DataPath 3 Upon Delivery / Processors to Activu Audio Biam 5 Upon Delivery Processing p to Activu d. Silver Level Support and Maintenance • • • • • • • • • • • • • • • • • • • All standard system contracts provided under this Agreement include the Silver level support items shown in the below table for the first year of operation. Silver Unlimited Phone Support (8:30 AM - 6:00 PM ET) Activu Services Online Support Logistical Support for Repairs 1st Year Hardware Warranty Software Revisions Software Upgrades Professional Services Rev. April 27, 2018 6055033 16 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 Professional Services Rev. April 27, 2018 6055033 17 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Days/Weeks From NTP 1. Phase I — Planning, Finalizing and Ordering 36 days 2. Phase II — Equipment Procurement, System Assembly and Testing 37 days 3. Phase III — Shipment, Installation and Integration 24 days 4. Phase IV — Hardware and Software Maintenance and Support 5 years Total time to complete Phases I through III 97 days Total time to complete all Phases 5 years Professional Services Rev. April 27, 2018 6055033 18 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT (a) 4 Consoles (Removal of existing consoles/Installation/Equipment) $ 68,500.00 (b) 2 Map tables (Removal of existing map tables/Installation/Equipment) $ 10,800.00 (c) 4 Chairs $ 4,500.00 (d) Ceiling Lighting (Removal/Installation/Equipment) $ 4,200.00 Relocate Frequency Clock $ 1,110.00 (e) Electrical upgrade - Add Circuit Console 4 $ 3,200.00 Relocate power to Consoles and Display Wall $ 13,900.00 (g) 28" Monitors (Qty 16) (Removal/ Installation) $ 7,000.00 (i) Video Wall with Audio System (Removal/Installation/Equipment) $ 155,000.00 (j) Video Wall Processor(Removal/Installation/Equipment) $ 68,500.00 (k) License Fee Activu (note: One time) $ 16,500.00 (I) Silver Level Support, Maintenance and Warranty - $7,256 for one year. Price shown for 5 years. $ 36,280.92 (m) - Hardware Extended Warranty - Graphic cards/Processor and Decode Server - Year 4 & 5 (2 total) $ 1,200.00 - Display Cubes - Year 4 & 5 (8 Total cubes) $ 4,800.00 -- Performance Bond $ 5,932.36 -- Tax (9.25%) x (Items a through m) $ 36,582.19 Total $ 438,006.19 Sub -total Basic Services $438,006.19 6055033 19 Professional Services Rev. April 27, 2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 Total Basic Services Additional Services (Not to Exceed) Maximum Total Compensation REIMBURSABLE EXPENSES $438,006.19 $43,800.00 $481,806.19 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. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev. April 27, 2018 6055033 20 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "C-1" SCHEDULE OF RATES Direct Labor Overhead Charged Rate Rate Rate Senior Project Manager $186.51 $61.97 $124.54 $186.51 Project Manager $149.21 $61.97 $87.24 $149.21 Sr Design Engineer $186.51 $46.00 $140.51 $186.51 CAD Programmer $149.21 $46.00 $103.21 $149.21 System Build Technician $111.94 $23.71 $88.23 $111.94 Programmer - Application (Systems Integrator) - In House $160.27 $35.05 $125.22 $160.27 Programmer II - Application (Sr. Systems Integrator) - In House $200.34 $35.05 $165.29 $200.34 On -site Supervisor/Field Project Manager $158.53 $29.44 $129.09 $158.53 Sr. Field Technician $131.24 $29.44 $101.80 $131.24 Programmer II - Application (Sr. Systems Integrator) $200.34 $35.05 $165.29 $200.34 Sr Training $190.31 $44.73 $145.58 $190.31 Handling/Packing Costs $83.99 $23.71 $60.28 $83.99 Overhead Rate consists of SGA, Fringe Benefits, and profit. Professional Services Rev. April 27, 2018 6055033 21 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. April 27, 2018 6055033 22 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 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: //W W W.PLANETBIDS.0 OM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. April 27, 2018 6055033 23 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 78310 J T ACC)RE) CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 5/8/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (800) 227-0185 USI Insurance Services National, Inc. 190 River Road 1st Floor Summit, NJ 07901-1444 CONTACT NAME: Deborah Martin PHONE FAX (A/C No Ext): 973-315-0453 (A/C, No); 610-537-2414 ADDRESS: bsumetro@usi.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Company 19682 INSURED Activu Corporation DBA Imtech Corporation 301 Round Hill Drive Rockaway, NJ 07866-1224 INSURER B: Hartford Casualty Insurance Company 29424 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 13006791 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 13UUNTH8822 12/01/2017 12/01/2018 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR RETED PREMISESDAMAGE TO(Ea occurrence) $ 300,000 X Contractual MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 X Liab Included GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE. POLICY OTHER: X LIMIT APPLIESPER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X 13UUNTH8822 12/01/2017 12/01/2018 COMBINED(Ea SINGLE LIMIT accident) $ 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 13XHUTH8977 12/01/2017 12/01/2018 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 5,000 $ A YERS' LIABIONILITY AND EMPLOYERS' AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N NIA 13WBBS5178 12/01/2017 12/01/2018 X STATUTE EERPER H E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 A Professional Liability (E&O) TE 0264627-17 12/01/17 12/01/18 $5,000,000 Aggregate Limit 5,000,000 Each Glitch 100,000 Retention each Glitch DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Palto Alto, its council members, officers, agents, and employees are an Additional Insured under the General Liability and Auto Liability policy. General Liability and Auto Liability coverages are Primary and Non -Contributory. Contractual Coverage is included under General Liability and Auto Liability policies. Auto Liability is limited to Hired & Non Owned as the insured does not own nor lease vehicles and therefore has no need for additional coverage. If in the even the insured purchases or leases a vehicle, that unit will be added to the existing auto policy and have Auto Liability coverage. CERTIFICATE HOLDER CANCELLATION Purchasing and Contract Administration City of Palto Alto PO Box 10250 Palto Alto CA 94303 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE The ACORD name and logo are registered marks of ACORD ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) DocuSi n Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 SID: 13006791 Additional Remarks Schedule (Continued from Page 1) 30 days Notice of cancellation is provided. Additional Remarks Schedule-Con't DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "E" DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONSULTANT of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded." CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY' s request. n CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, Professional Services Rev. April 27, 2018 6055033 24 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform the project manager of the location of CONSULTANT's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. Professional Services Rev. April 27, 2018 6055033 25 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "F" OBLIGATIONS REGARDING NON -DISCLOSURE OF CONFIDENTIAL INFORMATION 1. PURPOSE 1.1 In its performance of Services under this Agreement, CONSULTANT and its directors, officers, partners, managers, members, employees, advisors, agents, sub -contractors and other representatives of CONSULTANT and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, the "Representatives") may acquire and otherwise gain access to Confidential Information, as defined in Section 1 of this Exhibit "F", which is exempt from public disclosure under the California Public Records Act, Cal. Gov. Code section 6250 et seq. 1.2 In accordance with the terms and conditions of this Agreement, CONSULTANT agrees to take reasonable precautions to ensure that Confidential Information of CITY, as defined in this Exhibit, is safeguarded against disclosure to unauthorized employees or third parties. 1.3 CITY would not share or disclose any Confidential Information to CONSULTANT but for the legal protections against unauthorized disclosures intended to be afforded by California law and this Agreement, and is relying on this Agreement in disclosing such Confidential Information to CONSULTANT. 2. CONFIDENTIAL INFORMATION, DEFINED 2.1 "Confidential Information", defined: "Confidential Information" means any and all information which is of a non-public, proprietary or confidential nature, in any form or medium, written or oral, (whether prepared by the CITY, its employees, or agents, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished to the Receiving Party by the CITY, and any other proprietary business and utility data or information consisting of research and development, intellectual property, technical information, Critical Energy Infrastructure Information as defined by FERC Order 683, computer programs, software, maps, methodologies, innovations, software tools, know-how, knowledge, designs, drawings, specifications, concepts, data, reports, processes, techniques, documentation, pricing, marketing plans and customer lists. Confidential Information shall also include notes, copies, printouts, analysis, discussion or summaries of or regarding Confidential Information prepared by the CONSULTANT or its directors, officers, partners, managers, members, employees, advisors, agents, sub- contractors and other representatives of the CONSULTANT and their subsidiaries and affiliates, including without limitation attorneys, accountants, consultants, and financial advisors (collectively, "Representatives"). Professional Services Rev. April 27, 2018 6055033 26 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 2.2 Exceptions. "Confidential Information" shall exclude (and the CONSULTANT shall not be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to CONSULTANT by CITY to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of CITY; or (c) is known, or becomes known, to CONSULTANT from a source other than CITY or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement CITY; or (d) is independently developed by CONSULTANT without violating any of its obligations under this Agreement or any other agreement between the Parties; or (e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been first given to CITY, which shall be afforded the opportunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence; or (f) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections (a) through (f) above merely because it is embraced by more general information falling within such exceptions. 3. CALIFORNIA PUBLIC RECORDS ACT 3.1 CONSULTANT acknowledges that CITY is a public agency subject to the requirements of the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. CONSULTANT acknowledges that CITY may submit to or otherwise provide access to CONSULTANT Confidential Information that CITY or any utility customer of CITY considers to be protected from disclosure pursuant to exemptions granted by applicable California law. 3.2 Whether or not there is a request or demand of any third party not a Party to this Agreement (the "Requestor") for the production, inspection and/or copying of information designated by CITY as Confidential Information, CONSULTANT shall be solely responsible for taking whatever legal steps CITY deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by CONSULTANT). Professional Services Rev. April 27, 2018 6055033 27 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 3.3 Under no circumstances will CONSULTANT be permitted to comply with the Requestor's demand for disclosure of such Confidential Information that CITY deems confidential and not intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. 4. CONFIDENTIAL INFORMATION DESIGNATION 4.1 As practicable, the Confidential Information shall be marked with the words "Confidential" or "Confidential Material" or with words of similar import. CITY shall instruct CONSULTANT that information of a financial, personal, or proprietary nature being conveyed orally and intended by CITY to be covered by the terms of this Agreement, is deemed Confidential Information. To the extent possible, CITY shall endeavor to mark any electronic document intended to be covered by the terms of this Agreement with the words "Confidential" or similar words, or, if that is not possible or would be exceedingly difficult, CITY shall notify CONSULTANT (for example, by covering e-mail transmitting the electronic document) that the electronic document is Confidential Information. 4.2 CITY's failure, for whatever reason, to mark any material at the time it is produced to CONSULTANT, or to notify it that oral or electronic material is Confidential Information at the time it is provided, shall not take the material out of the coverage of this Agreement for all time, and CONSULTANT shall treat the material as Confidential Information once CITY has notified it that the material is to be covered by this Agreement. 5. DUTY TO KEEP CONFIDENTIAL 5.1 CONSULTANT agrees to maintain as confidential, to the extent permitted or required by applicable law, all Confidential Information furnished or otherwise made available to the CONSULTANT, or its Representatives by CITY. CONSULTANT acknowledges that the Confidential Information is proprietary and a valuable asset of CITY and agrees that CONSULTANT shall take reasonable precautions to ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees, Representatives or third parties. (a) CONSULTANT shall use the Confidential Information solely as permitted by this Agreement and shall not sell Confidential Information or otherwise disclose such Confidential Information under any circumstances and without the prior written consent of CITY. CONSULTANT shall not disclose the Confidential Information, or portions thereof, to any of its Representatives, except to those who need to know such information for the purpose of advising CITY and who agree to the terms of this Agreement. Professional Services Rev. April 27, 2018 6055033 28 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 (b) CONSULTANT agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of CONSULTANT's obligations under this Agreement. CONSULTANT is responsible for any use of Confidential Information by any of its Representatives. (c) CONSULTANT shall ensure that: (i) any Representatives with whom CONSULTANT shares such Confidential Information or who acquire knowl edge of such Confidential Information from or through CONSULTANT regard and treat such Confidential Information of CITY as strictly confidential and wholly owned by CITY, and (ii) CONSULTANT shall not (and CONSULTANT shall ensure that any Representatives with whom CONSULTANT shares such Confidential Information or who acquire knowl edge of such Confidential Information from or through CONSULTANT do not) for any reason, in any fashion, either directly or indirectly, sel l , lend, I ease, distribute, I i cense, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other than in accordance with this Agreement. (d) If CONSULTANT or any of its Representatives are requested or required to disclose any Confidential Information by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, CONSULTANT shall provide CITY with prompt written notice of any such request or requirement so that CITY has an opportunity to seek a protective order via writ of mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. (e) If CITY waives compliance with the provisions of this Agreement with respect to a specific request or requirement, CONSULTANT and its Representatives shall disclose only that portion of the Confidential Information that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. CONSULTANT and its Representatives shall cooperate in a reasonable manner with CITY in attempting to preserve the confidentiality of the Confidential Information. Professional Services Rev. April 27, 2018 6055033 29 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 (f) If (in the absence of a waiver by CITY) CONSULTANT has not secured a protective order or other appropriate remedy despite attempting to do so, and CONSULTANT or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, CONSULTANT or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made in accordance with this subsection, CONSULTANT shall exercise, and cause its Representatives to exercise, reasonable efforts to preserve the confidentiality of the Confidential Information, including obtaining reliable assurance at the sole expense of CONSULTANT that confidential treatment shall be accorded any Confidential Information so furnished. 6. NO LIABILITY, RELEASE, OR OBLIGATION Except as set forth in any formal written agreement executed by and between the parties, neither CONSULTANT nor any of its Representatives shall be entitled to rely on any statement, promise, agreement or understanding, whether written or oral, or any custom, usage of trade, course of dealing or conduct. In addition, each Party understands and acknowledges that neither CITY nor any of its representatives, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and that neither CITY nor any of its representatives, employees or agents shall have any liability whatsoever to CONSULTANT or to any of its Representatives relating to or resulting from the Confidential Information or any errors therein or omissions therefrom. 7. REMEDIES In recognition that an irreparable injury may result to CITY, if any provision of this Exhibit F is violated, CONSULTANT agrees that upon any breach or threatened breach of any provision of this Exhibit F by CONSULTANT or any of its Representatives, that CITY shall be entitled to seek an injunction or specific performance prohibiting such conduct or any other relief as may be permitted by law. 8. RETURN OF CONFIDENTIAL INFORMATION 8.1 CONSULTANT shall have access to the Confidential Information provided by CITY only during the term of this Agreement, and shall return all Confidential Information provided under this Agreement upon its termination, or at any time upon request of CITY, as described in Section 8.2 of this Exhibit F. 8.2 CITY may at any time request that CONSULTANT promptly return to CITY or destroy any or all documents or other materials containing Confidential Information of CITY, and CONSULTANT shall immediately comply with any such request. Notwithstanding the return or destruction of the Confidential Information as contemplated by this section 8 of this Exhibit F, the CONSULTANT and its Representatives will continue to be bound by the terms of this Agreement with respect thereto, including all obligations of confidentiality. Professional Services Rev. April 27, 2018 6055033 30 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 9. SURVIVAL CONSULTANT's obligations of confidentiality and non -circumvention under this Exhibit F shall survive the termination of this Agreement. 10. WAIVER; AMENDMENT None of the terms or conditions of this Exhibit F may be amended or waived except in writing signed by the parties. The parties agree that no waiver, amendment, or modification of this Exhibit F shall be established by conduct, custom, or course of dealing. The failure by any party at any time or times to require performance of any provision hereof will in no manner affect its right at a later time to enforce the same. 11. OWNERSHIP RIGHTS NOT CREATED The transfer of Confidential Information hereunder shall not be construed as granting a license of any kind or any right of ownership in the Confidential Information to CONSULTANT. 12. NO OBLIGATION TO DISCLOSE Nothing in this Section shall obligate CITY to disclose specific Confidential Information to CONSULTANT. Such disclosures shall be at the CITY's sole discretion. Professional Services Rev. April 27, 2018 6055033 31 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "G" BONDS CONTRACTOR'S PERFORMANCE SURETY BOND WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and Activu Corporation dba Imtech Corporation ("Principal") have entered into an agreement dated June 25, 2018, and identified as "UCC Upgrade Project", which is hereby referred to and made a part hereof whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, Principal is required under the terms of said agreement to furnish a surety bond for the faithful performance of said agreement. NOW, THEREFORE, Principal and as Surety, incorporated under the Laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of Four Hundred Thirty -Eight Thousand Six dollars ($438,006.00), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if the Principal, Principal's heirs, executors, administrators, successors, or assigns shall promptly and faithfully keep and perform the covenants, conditions, and provisions of the above -mentioned agreement and any alteration thereof, with or without notice to the Surety, and if Principal shall satisfy all claims and demands incurred under such agreement and shall fully protect, indemnify, defend, and hold harmless City, its officers, agents, and employees from all claims, demands, or liabilities which may arise by reason of Principal's failure to do so, and shall reimburse and repay City all outlay and expenses which City may incur in making good any default, then this obligation shall be null and void; otherwise, it shall remain in full force and effect. As part of the obligations secured hereto, and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees, including reasonable attorney's fees incurred by City in successfully enforcing such obligations, all to be taxed as costs and included in any judgment rendered. Surety shall be liable for any liquidated damages for which the Principal may be liable under its agreement with the City, and such liquidated damages shall be part of the obligations secured hereto, and in addition to the face amount specified therefore. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the agreement or to the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this security, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the agreement or to the work or to the specifications. Surety hereby waives the provisions of California Civil Code Section 2845 and 2849. The City is the principal beneficiary of this bond and has all rights of a party hereto. Professional Services Rev. April 27, 2018 6055033 32 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 IN WITNESS WHEREOF, this instrument has been duly executed by the Principal Surety above named on , 20 Phone Number: Name of Surety Signature of Surety By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, , a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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. (Seal) CONTRACTOR'S PAYMENT (LABOR AND MATERIALS) SURETY BOND WHEREAS, the City Council of the City of Palo Alto, State of California ("City") and Activu Professional Services Rev. April 27, 2018 6055033 33 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 Corporation dba Imtech Corporation ("Principal"), have entered into an agreement dated June 25, 2018, and identified as "UCC Upgrade Project" ("Agreement"), which is hereby referred to and made a part here of, whereby Principal agrees to install and complete certain designated public improvements; and WHEREAS, under the terms of said agreement, Principal is required before entering upon the performance of the work to file a good and sufficient payment surety bond with City to secure the claims to which reference is made in Title 15 (commencing with Section 3082) of Part 4 of Division 3 of the Civil Code of the State of California. NOW, THEREFORE, Principal and as Surety, incorporated under the laws of the State of , and duly authorized to transact business as an admitted surety, under the Laws of the State of California, are held and firmly bound unto City in the penal sum of Four Hundred Thirty -Eight Thousand Six dollars ($438,006.00),), this amount being not less than one hundred percent of the total amount payable by the terms of the Agreement per Civil Code section 3248(a), for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. The condition of this obligation is such that if Principal, Principal's subcontractors, heirs, executors, administrators, successors, or assigns shall fail to pay any of the persons, companies, or corporations, referred to in Section 3181 of the California Civil Code, as amended, with respect to any work of labor performed or materials supplied by any such persons, companies, or corporations, which work, labor, or materials are covered by the above -mentioned agreement and any amendments, changes, change order, additions, alterations, or modifications thereof, or any amounts due under the California Unemployment Insurance Code with respect to such work or labor, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Principal and its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code, as amended, with respect to such work and labor, the Surety will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, the Surety will pay reasonable attorney's fees in an amount to be fixed by the court. It is hereby expressly stipulated and agreed that this surety bond shall inure to the benefit of any and all persons, companies, and corporations entitled named in Section 3181 of the California Civil Code, as amended, so as to give a right of action to them or their assigns in any suit brought upon this surety bond. The Surety hereby stipulates and agrees that no amendment, change, change order, addition, alteration, or modification to the terms of the agreement of the work to be performed thereunder or the specifications accompanying the same, shall in any way affect its obligations on this surety bond, and it does hereby waive notice of any such amendment, change, change order, addition, alteration, or modification to the terms of the agreement or to the work performed thereunder or to the specifications accompanying the same. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. IN WITNESS WHEREOF, this instrument has been duly executed by the Surety and Principal above named on , 20 . Phone Number: Name of Surety Professional Services Rev. April 27, 2018 6055033 34 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 Signature of Surety By: Its: Typed or Printed Name Title Name of Contractor/Principal Signature of Contractor/Principal By: Its: Typed or Printed Name Title CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On , before me, a notary public in and for said County, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) 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. (Seal) Professional Services Rev. April 27, 2018 6055033 35 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "H" PRIVACY POLICY Professional Services Rev. April 27, 2018 6055033 36 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "H" CITY OF PALO ALT" Information Privacy Policy Release and Version: 1st Release, Version 2.2 Release Date: 31 January, 2013 Document Classification: Need to Know DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO City of Palo Alto Information Technology Information Security Services CONTENTS DOCUMENT CONTROLS 2 CHANGE RECORD 2 APPROVAL 2 DISTRIBUTION 2 1. OBJECTIVE 3 A) INTENT 3 B) SCOPE 3 C) CONSEQUENCES 3 D) EXCEPTIONS 3 E) MUNICIPAL ORDINANCE 4 2. RESPONSIBILITIES OF CITY STAFF 4 A) RESPONSIBILITY OF CIO AND ISM 4 B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE 4 C) RESPONSIBILITY OF USERS 4 D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS 5 E) RESPONSIBILITY OF AUTHORIZATION COORDINATION 5 3. PRIVACY POLICY 5 A) OVERVIEW 5 B) PERSONAL INFORMATION AND CHOICE 5 C) METHODS OF COLLECTION OF PERSONAL INFORMATION 5 D) UTILITIES SERVICE 6 E) PUBLIC DISCLOSURE 6 F) ACCESS TO PERSONAL INFORMATION 6 G) SECURITY, CONFIDENTIALITY AND NON -DISCLOSURE 6 H) DATA RETENTION / INFORMATION RETENTION 7 I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT 7 J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 (FACT) 7 4. CONTACTS 8 Information Privacy Policy Page 1 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO City of Palo Alto Information Technology Information Security Services DOCUMENT CONTROLS Document Title Information Privacy Policy Location City of Palo Alto Website and SharePoint Document Author Raj Patel Document Manager Raj Patel Contributors Jonathan Reichental, Shiva Swam inathan, Tom Auzenne, Joe Blackwell, Grant Kolling CHANGE RECORD Date Author Version Change Reference 12 -Jul -12 Raj Patel 0.01 First draft developed 26 -Sep -12 Raj Patel 1.0 First draft released for review 09 -Nov -12 Raj Patel 1.5 Updated first draft for review 19 -Nov -12 Raj Patel 1.6 Additional updates as identified 22 -Nov -12 Raj Patel 1.7 Revised table of content 26 -Nov -12 Raj Patel 1.8 Revised followed by review from Jonathan Reichental and Tom Auzenne 6 -Dec -12 Raj Patel 1.92 Revised according to comments from Jonathan Reichental 14 -Jan -13 Raj Patel 2.0 Revised according to comments from Grant Kolling 31 -Jan -13 Raj Patel 2.2 Revised according to recommendations from Information Security Steering Committee APPROVAL Date Name Role Comments 06 -Dec -12 Raj Patel Information Security Manager; Information Technology Department Approved 06 -Dec -12 Jonathan Reichental CIO; Information Technology Department Approved 06 -Dec -12 Tom Auzenne Assistant Director, Utilities Department Approved 14 -Jan -13 Grant Kolling Senior Assistant City Attorney; City Attorney's Office Approved 14 -Jan -13 Information Security Steering Committee Sponsor Approved DISTRIBUTION Name Location City of Palo Alto Employees, Service Providers, Residents and Businesses City of Palo Alto Website and SharePoint Information Privacy Policy Page 2 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO City of Palo Alto Information Technology Information Security Services 1. Objective The City of Palo Alto (the "City") strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 — 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City's business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City's rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City's data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Informationand Personally Identifying Information of persons doing business with the City and receiving services from the City or a third party under contract to the City to provide services. The terms "Personal Information," "Protected Critical Infrastructure Information", "Personally Identifiable Information" and "Personally Identifying Information" (collectively, the "Information") are defined in the California Civil Code sections, referred to above, and are incorporated in this Policy by reference. A) INTENT The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City's website, and persons who access other information portals maintained by the City's staff and/or authorized third -party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City's applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City's staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. B) SCOPE The Policy will guide the City's staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. C) CONSEQUENCIES The City's employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in Information Privacy Policy Page 3 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PA 1,O ALTO City of Palo Alto Information Technology Information Security Services employment and/or legal consequences. D) EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request.The exception request will be reviewed and administered by the City's Information Security Manager (the "ISM"). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City's Chief Information Officer ("CIO") and approved as to form by the City Attorney. The Policy's guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. E) MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. 2. RESPONSIBILITIES OF CITY STAFF A) RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City's government. The City's employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City's IT environments; (d) assisting the City's staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department -specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non -Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or 'cloud -based' software services to the City. B) RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the "ISSC"), which is comprised of the City's employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. Information Privacy Policy Page 4 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PA LO ALTO City of Palo Alto Information Technology Information Security Services C) RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D) RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City's IT Managers, who are responsible for internal„ external, direct and indirect connections to the City's networks, will be responsible for configuring, maintaining and securing the City's IT networks in compliance with the City's information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. E) RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City's employees secure the execution of Non -Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City's approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for inforrnation security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. 3. PRIVACY POLICY A) OVERVIEW The Policy applies to activities that involve the use of the City's information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City's employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City's intranet or other networks, systems, or devices. The term "information assets" also includes the personal information of the City's employees and any other related organizations while those assets are under the City's control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City's staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City's employees and authorized third parties. B) PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City's sharing of such inforrnation during the conduct of the City's business as a local government agency with third parties under contract to the City to provide services. Information Privacy Policy Page 5 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PA LO A LTA City of Palo Alto Information Technology Information Security Services C) METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City's services. The City's staff will inform the persons whose Information are covered by this Policy that the City's web site may use "cookies" to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City's web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City's web sites. Cookies created on the user's computer by using the City's web site do not contain the Information, and thus do not compromise the user's privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City's sites. D) UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department ("CPAU") will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non -metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non -City electronic portals at different intervals than with the standard monthly billing. Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E) PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F) ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person's identity before the City will grant anyone online access to that person's Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. Information Privacy Policy Page 6 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO City of Palo Alto Information Technology Information Security Services G) SECURITY, CONFIDENTIALITY AND NON -DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City's employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City's employee and/or the third party contractors to agree to use such Information only in furtherance of City -related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H) DATA RETENTION / INFORMATION RETENTION The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I) SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software -as -a -Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider's operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon wlhich digital networks operate. Prior to entering into an agreement to provide services to the City, the City's staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J) FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Information Privacy Policy Page 7 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 CITY OF PALO ALTO City of Palo Alto Information Technology Information Security Services Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a "covered financial institution or creditor" which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers' Information. CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. 4. CONTACTS Information Security Manager: Patel, Raj <Raj.Patel@CityofPaloAlto.org> Chief Information Officer: Reichental, Jonathan <Jonathan.Reichental@CityofPaloAlto.org> Utilities Department: Auzenne, Tom <Tom.Auzenne@CityofPaloAlto.org City Attorney's Office: Kolling, Grant <Grant.Kolling@CityofPaloAlto.org> Information Privacy Policy Page 8 of 8 Version 2.2 31 January, 2013 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "I" VISA Professional Services Rev. April 27, 2018 6055033 37 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 (. I T Y OF EXHIBIT PALO ALTO City of Palo Alto Information Security Document Version: v2.5 Form: InfoSec 100 Vendor Information Security Assessment (VISA) Questionnaire for Technology & Technology Service Provider Purpose: This Vendor Information Security Assessment (VISA) Questionnaire requests information concerning a Technology (Hardware, Software, Network Intrastructure, audio/video equipment's) and Technology Service Provider (the Vendor), which intends to provide to the City of Palo Alto (the City). Note/Instructions: • This Questionnaire shall be completed by al the technology vendors intended to provide Software, hardware and/or infrastructure services to the City. • Also this Questionnaire is for the use of the intended Vendor and may contain confidential information of individuals and businesses accessing (directly or indirectly) collected, stored, and used the City. Any unauthorized collection, storage, use, review or distribution may be prohibited by California and/or Federal laws. If you are not the intended recipient of this Questionnaire, please contact the sender by e-mail and destroy all copies of the Questionnaire. • The Vendor shall provide answers to the questions or information to the requests provided below. • In the event that the Vendor determines that it cannot meet the City's security and or privacy requirements, the Vendor may submit a request for an exception to the City's requirements and propose alternative countermeasures to address the risks addressed in this Questionnaire. The City's Information Security Manager (ISM) may approve or reject the exception request, depending on the risks associated with the exception request. • Security Exception Request shall be submitted if you cannot comply with this policy/requirements • Upon receipt of the Vendor's response, the Information Security Manager will conduct a security risk assessment, using the scoring methodology listed below: A = Meets completely. B = Partially meets. The Vendor may be required to provide additional requested information. C = Doesn't meet. The Vendor may be required to provide missing/additional detail. VENDOR INFORMATION Vendor Organization Name: Activu Corporation Vendor Address: 301 Round Hill Drive, Rockaway, NJ 07866 Information Security Contact Person Name: John Previty Email: john.previty@activu.com Phone: 973-343-4909 City's Project Name UCC Upgrade City's Project Manager Name Ramandeep Kaur RFP or Project Number 169715 Questionnaire Completion Date: 3/22/2018 VISA Questionnaire Version 2.4 Pagel of 4 5/2/2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 4),) PALO ALTO 1.0 BUSINESS PROCESS AND VENDOR QUALIFIATION REQUIREMENTS City of Palo Alto Information Security Document Version: v2.5 Form: InfoSec 100 # Question Response from the Vendor Score Additional Information/Clarification Required from the Vendor 1.1 Please provide a detailed description of the Vendor's business process/project services/technology and technology services that will be offered to the City, as it relates to the proposed requirements of the City's RFP or other business requirements Activu designs, builds, installs and supports Display Wall and Technical Furniture for critical operations. For the UCC upgrade project we are providing a Display Wall, Display Processor, Technical Furniture and support services to facilitate the installation and operation. A = Meets Completely 1.2 Does the Vendor maintain formal security policies and procedures to comply with applicable statutory or industry practice requirements/standards? Are records maintained to demonstrate compliance or certification? Does the Vendor allow client audit of these records? Note: Please submit supporting documentation. Activu maintains formal security policies based on industry standard best practices, however, compliance with a formal standard had not been established. Activu maintains a high percentage of its corporate data using Microsoft cloud storage systems via Office 365. This is a SOC II compliant system. A = Meets Completely 1.3 Has the Vendor adopted and implemented information security and privacy policies that are documented and conform to ISO 27001/2 — Information Security Management Systems (ISMS) Standards or NIST 800-53 (National Institute of Standards — NIST Special Publication (SP) 800-53 Revision 4, Security and Privacy Controls for Federal Information Systems and Organizations). If the Vendor doesn't have any of the above certification, what technology or SCDA certification the Vendor has? Please copy of the certification. Activu currently has an active plan and commitment to implemenent SOC II Type 2 compliance for another client in 2018. This certification will be made available to the City of Palo Alto once completed. Activu is in the process of implementing NIST 800-171 standards to support anticipated DoD contracts. A = Meets Completely 1.4 What controls does the Vendor exercise over the qualification and performance of its team? Of their subcontractor/third party's team(s)? (For example, criminal background verification prior to employment, providing security training after employment and managing Role Based Access Control (RBAC) during employment and network and application access termination upon employment termination. All Activu employees and sub -contractors are run through the E -Verify system and criminal background checks. Most of our employees have Department of Defense Security Clearance. Some up to TS/SCI. Regarding performance, we follow a structured project delivery process driven by our project managers. All of our employees are OSHA 30 certified and conform to our safety policy. A = Meets Completely VISA Questionnaire Version 2.4 Page2 of 4 5/2/2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 1.5 LITY OF PALO ALTO Has the Vendor and/or Vendor's employee/contractor ever been subjected to either an electronic or physical security breach? Please describe the event(s) and the steps taken to mitigate the breach(as). What damages or exposure resulted? Are records of breaches and issues maintained and will these records be available for inspection by the City? No known breaches have occurred, however, attempts to infiltrate Activu IT systems via malware delivered through email have been recorded. As a result, a Security Information Event Management (SIEM) system was installed in addition to other installed LAN monitoring tools. 2.0 ACCESS CONTROL AND INFORMATION EXCHANGE REQUIREMENTS A = Meets Completely City of Palo Alto Information Security Document Version: v2.5 Form: InfoSec 100 # Question Response from the Vendor Score Additional Information/Clarification Required from the Vendor 2.1 In the event that the Vendor is required to store/access (physically or logically) the City's Critical Infrastructure (CI), Critical Infrastructure Information (CII) Private Information (PI), Personally Identifiable Information (PII), and Sensitive Information (SI) about individuals/organizations with the service provider's business systems, how does the Vendor maintain the confidentiality of the information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations? [(The City of Palo Alto (the "City") strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 — 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City's business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City's rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c)]. Critical Infrastructure (CI), Critical Infrastructure Information (CID Private Information (PI), Personally Identifiable Information (PII), and Sensitive Information (SI) applicable to the project will be stored and/or transmitted electronically using encryption that meets the US Government standard for Federal Information Protection (FIPS). Controls are implemented and maintained to prevent physical access to the information systems, equipment, physical and IT media to ensure that only individuals occupying postions of appropriate responsibility and need have access to this information. Doesn't Meet he Vendor may be required to provide missing/additional detail Revised description - Jp 2.2 What mechanism and/or what types of tool(s) will be used to exchange/access data between the City and The Vendor? Example: (VPN, Data Link, Frame Relay, HTTP, HTTPS, FTP, FTPS, etc.) There is no need to exchange/access data between the City and Activu. A = Meets Completely # Question Response from the Vendor Score Additional Information/Clarification Required from the Vendor 2.3 If the Vendor is going to provide support services to the City then Vendor may need to access the City's infrastructure, therefore please explain what will be the medium of data/communication exchange between the City and Vendor? VPN with access to our equipment over the network via remote tools such as Dameware/Webex C = Doesn't Meet The Vendor may be required to provid- missing/additional detail Removed reference to RDP - MD 2.4 Is e-mail integration required between the City and the Vendor? Example: The provision of services may require the City to provide the Vendor with an e-mail account on the City's e—mail server. Activu will not require an email account with the City; standard email between the respective parties is sufficient. C = Doesn't Meet The Vendor may be required to pry missing/additional detail Revised description - Jp 3.0 APPLICATION, HARDWARE, SOFTWARE SOLUTION CONFIGURATION # Question Response from the Vendor Score Additional Information/Clarification Required from the Vendor VISA Questionnaire Version 2.4 Page3 of 4 5/2/2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 � f PALO ALTO City of Palo Alto Information Security Document Version: v2.5 Form: InfoSec 100 3.1 What is the name of the Software, Hardware and Technology infrastructure the Vendor will be providing to the City Activu Version 5.4 C = Doesn't Meet The Vendor may be required to provid missing/additional detail Statement of Work provides these details. - JP 3.2 What technology functionality/services will be provided to the City's employees or the City's customers or other recipient of City services through the application? Software will provide the capability to manage the display of content onto a Video Wall. A = Meets Completely 3.3 Will the Vendor use a subcontractor and/or a third party service provider? (List all). If yes, then what data privacy and information security agreements are in place between the Vendor and any subcontractor/third party to ensure appropriate and accountable treatment of information? Note the City requires that the Vendor and each subcontractor and/or third party formally acknowledge that will comply with the City's Information Privacy Policy and SaaS Security and Privacy Terms and Conditions At this time there is no plan to use sub- contractors for this project. If we decide using a contractor would be benefical to the completion of this project we will inform the City of Palo Alto. All of our sub contracters are run through the E -Verify system and criminal background checks. All sub -contractors and vendors sign non- disclousure agreements before doing business with Activu. C = Doesn't Meet The Vendor may be required to provide issing/additional detail Prior to enganging any subcontractor Vendor must inform the City and the subcontract shall pass the VISA. 3.4 Please provide a detail proposed solution that will be developed as a part of the Vendor's implementation to support this project. (For example detailed solution architecture, secured data flow to support business processes, etc.). See Statement of Work document and Engineering Drawings for this project. = Doesn't Meet he Vendor may be required to provide issing/additional detail Drawings provided - JP VISA Questionnaire Version 2.4 Page4 of 4 5/2/2018 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "J" SAAS SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto's Professional Services Agreement entered into by and between the City of Palo Alto (the "City") and Activu Corporation ( "Consultant") for the provision of Software as a Service services to the City (the "Agreement"). In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below. A "secure IT environment" includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM"). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: Professional Services Rev. April 27, 2018 6055033 38 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 — Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue tc/catalogue detail.htm?csnumber=421 03 http://www.iso.org/iso/iso catalogue/catalogue tc/catalogue detail.htm?csnumber=5 0297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role -base access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems and software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (I) Provide for the timely detection of, response to, and the reporting of security incidents, including on -going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. Professional Services Rev. April 27, 2018 6055033 39 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 (o) Perform security self -audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self -audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. Part B. Alternate Requirements: Professional Services Rev. April 27, 2018 6055033 40 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 EXHIBIT "K" END USER LICENSE AGREEMENT Professional Services Rev. April 27, 2018 6055033 41 DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 ACTIVU END USER LICENSE AGREEMENT This End -User License Agreement ("EULA") is a legal agreement between you ("Licensee") individually and, to the extent you are an authorized representative of your company, on behalf of your company, and Activu Corporation ("ACTIVU"), with an address at 301 Round Hill Drive, Rockaway, NJ 07866, for the ACTIVU software that accompanies this EULA ("Software"). BY INSTALLING, COPYING, OR USING THE SOFTWARE YOU ARE DEMONSTRATING YOUR AND, AS APPLICABLE, YOUR COMPANY'S AGREEMENT TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS EULA, NEITHER YOU NOR YOUR COMPANY IS AUTHORIZED TO INSTALL, COPY, OR USE THE SOFTWARE. This EULA shall be construed together with such other Contract Documents that ACTIVU and Licensee adopt to reflect their entire understanding. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1.0 DEFINITIONS. 1.1 "ACTIVU" means Activu Corporation, its affiliates, successors and assigns. "Licensee" means the party and such of its affiliates that are expressly authorized to use the Licensed Program pursuant to the Contract Documents. 1.2 "Code" means the computer programming code of the Licensed Program, Modifications and Enhancements, including, without limitation, Source Code and Object Code. "Source Code" means the human -readable form of the computer programming code of the Licensed Program, Modifications and Enhancements, including all comments and any procedural code such as job control language statements. "Object Code" means the machine-readable form of the computer programming code of the Licensed Program, Modifications and Enhancements. 1.3 "Contract Documents" means (as the context requires) this EULA, and any other agreements and/or statements of work that are agreed to in writing between ACTIVU and Licensee in connection with the Software and any modifications, upgrades and/or enhancements thereto, and any services and/or maintenance to be performed by ACTIVU for Licensee in connection therewith. 1.4 "Documentation" means any and all text material that describes the design, functions, operation and use of the Software, including, without limitation, Technical Documentation and User Documentation. "Technical Documentation" means any and all text material that describes the design and function of the Software, including, without limitation, program specifications, release notes, functional requirements, logic manuals, flow charts, schematics, statements of principles of operations, and architecture standards describing the data flows, data structure and control logic of the Software. "User Documentation" means any and all text material that describes the functions, operation, and use of the Software, including, without limitation, installation guides, user manuals, training materials, release notes, and working papers, and that is reasonably necessary for the operation of the Software by Licensee as contemplated hereunder. DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 1.5 "Intellectual Property" means any and all intellectual property associated with the Licensed Program, modifications and enhancements, including, without limitation, designs, formulas, procedures, methods, apparatus, ideas, creations, improvements, works of authorship, materials, processes, inventions, techniques, data, know-how, show -how, algorithms, programs, subroutines, tools, patents and patentable materials, copyrights and copyrightable materials, and trade secrets. 1.6 "Licensed Program" or "Software" means the suite of computer software program(s) that is governed by this EULA and the other Contract Documents, including some or all and collectively, the ActivuTM System Manager, the ActivuTM Display Server, the ActivuTM Device Manager, the ActivuTM Multiplexer, the ActivuTM Access Point, the ActivuTM Advanced Agent, the Active' Interface Server, the ActivuTM Mobility Access Server, the ActivuTM Mobility App, the ActivuTM Monitoring Server, the ActivuTM Decoder Server, the ActivuTM Transfer Server, the ActivuTM Recording Server and any other ACTIVU software that is installed, copied, or otherwise used by Licensee pursuant to the terms and conditions of this EULA. ARTICLE 2.0 LICENSE. 2.1 Grant. Subject to the payment of the fee required and subject to the terms and conditions of this license agreement, ACTIVU hereby grants to Licensee a non -assignable, non -transferable, non- sublicensable, non-exclusive, revocable license to use and operate the Software for its ordinary, internal, business purposes only. Any license created by this document is further subject to limitations contained in the Contract Documents. Additionally, the Software may be used only in conjunction with the video wall system with which it has been delivered to Licensee. The Software is licensed, not sold, to Licensee for use only upon the terms of this EULA, and ACTIVU and/or its suppliers and/or licensors reserve all rights not expressly granted to Licensee. Licensee owns the media on which the Software is recorded, but ACTIVU and/or its suppliers and/or licensors retain ownership of the Software itself. 2.2 Proprietary Rights. All software and documentation are licensed and not sold. Title, ownership and Intellectual Property rights in the Software shall remain solely in ACTIVU or such other third party from whom ACTIVU derives its rights. Licensee agrees that it will not take any action to jeopardize, limit or interfere in any manner with ACTIVU's or any third party's superior rights. 2.3 Restrictions. Except as otherwise expressly permitted in the Contract Documents, Licensee may not: (a) modify or create any derivative works of any Software or Documentation, including translation or localization (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the Source Code for the Software; (c) export, redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to the Software; (d) copy the Software and Documentation except for one copy for backup purposes only, which copy shall contain all the notices regarding proprietary rights that were contained in the Software and Documentation originally delivered to Licensee); (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; (f) modify any header files or class libraries in any Software; (g) create or alter tables or reports relating to the database portion of the DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 Software; (h) publish any results of benchmark tests run on any Software to a third party without ACTIVU's prior written consent; (i) use the database provided for use with any Software except in conjunction with the relevant Software; or (j) use any Software on a system with more CPUs than the number licensed, by more Users than have been licensed, or on more computers than the number licensed, as applicable. 2.4 ACTIVU Right to Work Product. All Intellectual Property, in all media and forms of expression and communications now known or later developed, and any derivatives or improvements thereto shall at all times remain the exclusive property of ACTIVU or such other third party from whom ACTIVU derives its rights, regardless of whether Licensee, its employees or agents may have contributed to the conception, joined in its development or have paid ACTIVU for the development or its use. Licensee shall execute and deliver such instruments of transfer and other documents to effect, complete and confirm such assignment and further agrees to take all appropriate steps to secure for ACTIVU the rights and benefits of such Intellectual Property. ARTICLE 3.0 DELIVERY. 3.1 Initial Deliverables. ACTIVU shall deliver to Licensee (directly or through an authorized reseller) the following ("Initial Deliverables") as set forth in the Contract Documents: One (1) executable copy of the Object Code; and One (1) full copy of the User Documentation (magnetic media). The Software and Documentation shall be deemed accepted by Licensee upon receipt. 3.2 Support. This License does not obligate ACTIVU to provide maintenance and/or support on any Software. Support services may be available under separate agreement. ARTICLE 4.0 CONFIDENTIALITY. 4.1 Treatment of ACTIVU Confidential Information. Licensee acknowledges and agrees that the terms of this EULA, the Software, Intellectual Property, ACTIVU technology, ACTIVU tools, provisions of the Contract Documents, Software specifications, diagrams, information, data, materials, inventions, products, procedures, designs, product information, the form and format of reports and on-line computer screens, data transmissions, pricing information, financial or other business or technical information disclosed in connection with this EULA and any other information, documentation or material which Licensee should reasonably understand to be confidential or proprietary to ACTIVU or which is identified by ACTIVU using terms such as confidential or proprietary or any similar terms, shall be considered confidential and proprietary information (individually and collectively, "Confidential Information") of ACTIVU and, except as provided herein, shall not be disclosed by the Licensee to any third party without the prior written consent of ACTIVU. Licensee agrees that: (i) all Confidential Information shall remain the exclusive property of ACTIVU or such other third party from whom ACTIVU derives its rights; (ii) it shall maintain, and shall cause its employees, agents and subcontractors to DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 maintain, the confidentiality and secrecy of the Confidential Information; and, (iii) it shall return or destroy all copies (including electronic copies) of Confidential Information upon request of ACTIVU. Licensee further agrees that Confidential Information may only be disseminated within Licensee's own business entity to Licensee's employees on a "need to know" basis solely for purposes of such Licensee's performance under this EULA. ACTIVU does not grant Licensee any license, by implication or otherwise, to use any Confidential Information, except as expressly provided herein or in the Contract Documents. 4.2 Exceptions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it is or becomes a part of the public domain through no act or omission on the part of Licensee or its employees. If Licensee is required to disclose Confidential Information pursuant to applicable law or legal process, it shall (i) deliver to ACTIVU prompt prior written notice advising of such requirement, (ii) cooperate with all efforts by ACTIVU to limit such requirement, including, without limitation, efforts by ACTIVU to obtain a protective or similar order, and (iii) only disclose such portion of the Confidential Information legally required to be disclosed after giving effect to any protective or similar order. 4.3 Survival. The provisions of this Article 4.0 shall survive the termination or expiration of this EULA and the Contract Documents. ARTICLE 5.0 WARRANTIES. 5.1 Warranty of Performance and Reliability. ACTIVU warrants for Licensee's benefit alone, that during the greater of (i) ninety (90) days after delivery to Licensee of the Software (including, but not limited to, if embedded in hardware) or (ii) such other period as may be expressly provided in the Contract Documents (the "Warranty Period"): the Software will be in operable condition as described in the documentation provided with the Software, and that the media upon which the Software is furnished will be free from defects in material and workmanship under normal use. ACTIVU does not warrant that the Software will function without error or interruptions. 5.2 Liability for Errors. If, during the Warranty Period, an Error occurs (where "Error" is defined as a problem caused by an incorrect operation of the unmodified computer code in the Software or an incorrect statement or diagram in the Documentation that produces incorrect results, or other problem with the Software which prevents Licensee from using the Software) ACTIVU will use commercially reasonable efforts to correct such Error, provided Licensee furnishes ACTIVU with the following: (a) written notice of the warranty claim, including a description of the Error, such as the operating conditions (including the specific software/hardware configuration) under which the failure occurred, and (b) to the extent feasible, a representative sample of inputs for repeating and analyzing the failure. If ACTIVU is unable, after commercially reasonable efforts (as determined by ACTIVU in its sole discretion), to correct the Error, Licensee's sole and exclusive remedy shall be termination of this License and a refund of the license fees allocable to the specific nonconforming Software that have been paid by Licensee to ACTIVU hereunder. DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 5.3 WARRANTY LIMITATIONS. This Article 5.0 sets forth the sole and exclusive remedies for all claims based on an Error in or with the Software and/or Documentation, whether the Error arises before or during the Warranty Period and whether a claim, however instituted, is based on contract, indemnity, warranty, tort (including negligence) or civil liability, strict liability, or otherwise. The warranties provided herein are exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied or statutory. THE REPRESENTATIONS AND WARRANTIES OF ACTIVU SET FORTH IN THIS EULA ARE IN LIEU OF ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT. IN NO EVENT SHALL ACTIVU OR ANY AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, REPRESENTATIVES, EMPLOYEES OR AGENTS OF SAME BE LIABLE TO LICENSEE FOR ANY DIRECT (EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA), INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS. ACTIVU'S LIABILITY, IF ANY, TO LICENSEE UNDER THIS EULA AND THE CONTRACT DOCUMENTS SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES ALLOCABLE TO THE SOFTWARE PAID TO ACTIVU HEREUNDER BY LICENSEE. ARTICLE 6.0 TERMINATION. 6.1 This License is effective until terminated. ACTIVU may terminate the license granted under this EULA immediately if Licensee fails to comply with any of the terms and conditions of this EULA or in the Contract Documents. Upon termination, Licensee shall (a) cease using the Software and Documentation and (b) certify to ACTIVU within thirty (30) days of the termination that Licensee has destroyed or returned to ACTIVU the Software, Documentation and Confidential Information, and all copies thereof. ARTICLE 7.0 DISPUTE RESOLUTION 7.1 Any dispute between ACTIVU and Licensee arising under this EULA or otherwise regarding the Software shall be heard by a Court of competent jurisdiction located within ACTIVU's principal place of business, which is currently Rockaway, New Jersey. Licensee consents to such jurisdiction and waives any object to such venue based on it being an inconvenient forum. 7.2 Licensee acknowledges: (a) any use of the Software or Documentation, in a manner inconsistent with this EULA or (b) any other misuse of the Confidential Information of ACTIVU will cause immediate irreparable harm to ACTIVU for which there is no adequate remedy at law. Licensee agrees that ACTIVU shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such misuse or threatened misuse by Licensee. The parties agree and stipulate that ACTIVU shall be entitled to such injunctive relief without posting of a bond or other security. 7.3 The Court shall award the prevailing party in addition to any other relief awarded or granted, reasonable costs and expenses, including, but not limited to, attorney's fees. DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 ARTICLE 8.0 LIMITATION OF LIABILITY 8.1 IN NO EVENT SHALL ACTIVU, ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO LICENSEE OR ANY PERSON FOR ANY DIRECT (EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA), INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF CUSTOMERS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER SIMILAR DAMAGES OR LOSS INCLUDING COVER AND RELIANCE, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE'S TOTAL RECOURSE AND REMEDIES AVAILABLE TO LICENSEE UNDER ANY PROVISION OF THIS EULA OR OTHERWISE SHALL NOT EXCEED THE AMOUNT LICENSEE PAID FOR THE LICENSE OF THE SOFTWARE. NOTWITHSTANDING ANYTHING IN THIS EULA TO THE CONTRARY, ACTIVU SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SOFTWARE ALTERED, MODIFIED, OR CONVERTED, OR FOR DAMAGES RESULTING FROM ACCIDENT, ABUSE, OR MISAPPLICATION, OR FOR PROBLEMS DUE TO THE MALFUNCTION OF EQUIPMENT OR SOFTWARE NOT SUPPLIED BY ACTIVU. THESE LIMITATIONS OF LIABILITY ARE REFLECTED IN THE PRICE FOR THE SOFTWARE LICENSE AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE ALLOCATION OF RISKS AND LIMITATIONS OF LIABILITY AND DAMAGES ARE DELIBERATE AND THE CONSIDERATION WAS DETERMINED ACCORDINGLY. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS EULA INURE TO THE BENEFIT OF ACTIVU, ITS AFFILIATES, SUCCESSORS AND ASSIGNS. ARTICLE 9.0 MISCELLANEOUS 9.1 Notices. All notices and other communications which are required or may be given under this EULA shall be in writing and shall be deemed to have been duly given when delivered in person, or transmitted by confirmed facsimile, or three (3) days after being mailed by certified first class mail, postage prepaid, return receipt requested, or one (1) business day after being sent by overnight delivery by Federal Express or UPS, at the addresses set forth above (as the same may be changed from time to time by notice similarly given) or the last known business or residence address of any party. 9.2 Entire Agreement; Amendments. This EULA contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof, except the Contract Documents. Every effort shall be made to harmonize this EULA and the Contract Documents. In the event of a conflict between this EULA and the Contract Documents, the Contract Documents shall control. This EULA may not be changed orally, but only in writing, signed by the party against whom any waiver, change, amendment, modification or discharge is sought. 9.3 Governing Law. The Contract Documents shall be governed by and construed in accordance with the substantive laws of the State of Delaware, without regard to conflict of laws principles. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. DocuSign Envelope ID: 819A0928-354C-449A-9089-C29BECC901B9 9.4 Assignment. Licensee may not assign, transfer, convey or sublicense any or all of its rights under this EULA without ACTIVU's prior written consent, which consent shall be in ACTIVU's sole discretion, and any attempt to do so without such consent is null and void. 9.5 Severability. If any provision of this EULA is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect. 9.6 Export Restrictions. Licensee agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this EULA. Without limiting the foregoing, Licensee acknowledges that the Software, including Documentation and other technical data, is subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the "Act"), and the regulations promulgated hereunder. Licensee will not export or re-export (directly or indirectly) the Software or other technical data therefore without complying with the Act and the regulations thereunder. 9.7 Binding Effect; Benefits. This EULA shall inure to the benefit of, and shall be binding upon, the parties hereto, affiliates and their representatives, successors and assigns, including any entity with which either party may merge or consolidate or to which it may transfer all or substantially all of its assets. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. CITY OF PALO ALTO City of Palo Alto (ID # 9243) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approve Renzel Marsh Freshwater Pond Maintenance Contract Title: Approval of a General Services Contract With O'Grady Paving, Inc. for Maintenance of the Renzel Marsh Freshwater Pond for a Total Not -to -Exceed Amount of $511,500 Over a Four Month Term 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 contract with O'Grady Paving, Inc. (Attachment A) in the amount of $465,000 for the Renzel Marsh Freshwater Pond Maintenance project at the Regional Water Quality Control Plant, funded in the Wastewater Treatment Enterprise Fund Plant Repair, Retrofit and Equipment Replacement Capital Improvement Project (WQ-19002); and 2. Authorize the City Manager or his designee to 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 may not exceed $46,500. Background In 1992, the City of Palo Alto began operating a 15 -acre freshwater pond and 12 acres of restored salt marsh, just north of Matadero Creek and east of Highway 101. The freshwater pond (now referred to as the Renzel Marsh Freshwater Pond) was created using a perimeter earthen berm and a pipeline extending from the Regional Water Quality Control Plant (RWQCP) that provides tertiary -treated City of Palo Alto Page 1 wastewater to the pond. The Renzel Marsh Freshwater Pond is a part of the RWQCP's wastewater treatment process immediately upstream of discharge point 002, under the RWQCP's National Pollutant Discharge Elimination System (NPDES) permit. As part of the wastewater treatment process, the freshwater pond must be properly maintained by the RWQCP to achieve compliance with the NPDES permit (Order No. R2-2014-0024, Attachment D, I.D). Specifically, flow through the pond must be maintained to ensure that: 1) discharge occurs through point 002 to Matadero Creek and offsets the salinity from the downstream salt marsh, as required, 2) the pond, once again, continues to provide a resting place for migrating birds, and 3) the pond does not become stagnant and breed mosquitoes. Over the past decade, the Renzel Marsh Freshwater Pond has slowly filled in with cattails and sediment that now require removal and excavation to maintain the pond's ecosystem and flow patterns. The perimeter berm is also in need of repairs but will be repaired under a separate contract. Discussion Under ideal conditions, tertiary -treated wastewater travels through the pond to Matadero Creek and eventually into San Francisco Bay. However, cattails, decaying vegetation, and sediment from runoff and air deposition have constricted the flow of water through the pond. As such, the work to be performed under this contract includes: removal of cattails and excavation of sediment to restore the pond to its original volume and depth. If this work is not conducted, the pond would cease to drain to Matadero Creek and eventually completely fill-in with sediment and vegetation. In preparation for this project, staff have consulted and coordinated with the San Francisco Bay Regional Water Quality Control Board, the California Department of Fish and Wildlife, as well as local environmental advocates. On April 11, 2018, the City posted a Request for Quotations (RFQ) notice for the Renzel Marsh Freshwater Pond Maintenance Project. The solicitation period was 20 days. On April 30, 2018, quotes were received from five qualified contractors that ranged from $465,000 to $823,543 (Attachment B). The lowest, responsive bidder, O'Grady Paving, Inc. was selected for recommendation of contract award. City of Palo Alto Page 2 Summary of Solicitation Process RFQ Title/Number Renzel Marsh Freshwater Pond Maintenance/RFQ171739 Number of Notices Sent to Vendors via City's eProcurement System 859 Total Days to Submit Quotes 20 Pre -Bid Meeting April 19, 2018 Number of Company Attendees at Pre- Bid Meeting 10 Number of Bids Received 5 Range of Bid Amounts $465,000 - $823,543 Staff has reviewed all bids submitted and recommends the bid of $465,000 submitted by O'Grady Paving, Inc. be accepted and O'Grady Paving, Inc. be declared the lowest responsible bidder. The bid is 86% above the engineer's estimate of $250,000. A change order amount of $46,500 (10% of the total contract) is requested for related, additional but unforeseen work that may develop during the project. Staff confirmed with the Contractor's State License Board the contractor has an active license on file. Staff also checked references supplied by the contractor for previous work performed, including projects at the RWQCP and elsewhere in the City, and found no significant complaints. Timeline Work under this contract is expected to begin in July 2018 and end in October 2018. Resource Impact Work performed by O'Grady Paving, Inc. under this contract will be done in FY 2019, therefore approval is subject to the City Council's adoption of the FY 2019 Budget. Funding has been recommended in the Wastewater Treatment Enterprise Fund Plant Repair, Retrofit and Equipment Replacement Capital Improvement Project (WQ-19002) in FY 2019 and is contingent on Council's approval of the FY 2019 Proposed Capital Budget. Policy Implications City of Palo Alto Page 3 This recommendation does not represent any change to existing City policies. Environmental Review The recommended action is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 (Class 1, Existing Facilities), subsection (b) which applies to maintenance of publicly -owned wastewater facilities, and subsection (h) which applies to maintenance of existing native growth, involving no or negligible expansion of an existing use. This is the first maintenance work of this type at the freshwater pond, and the work under the proposed contract will occur outside of the nesting season. Therefore, there are no cumulative impacts, unusual circumstances or conditions at this site which would trigger any of the exceptions to the Class 1 exemption in CEQA Guidelines Section 15300.2. Attachments ■ Attachment A: Construction Contract ■ Attachment B: Bid Summary Attachments: • Attachment A: Contract • Attachment B - Bid Summary City of Palo Alto Page 4 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C Attachment A CITY OF PALO ALTO CONTRACT NO. C18171739 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 25th day of June, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and O'GRADY PAVING, a California corporation, located at 2513 Wyandotte Street, Mountain View, California 94043, Telephone Number: 650-966-1926 ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. Optional On -Call Provision (This provision only applies if checked and only applies to on -call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: x x x "A" - Scope of Services "A-1" — On -Call Task Order (Optional) "B" - Schedule of Performance "C" — Schedule of Fees "D" - Insurance Requirements "E" - Performance and/or Payment Bond "F" - Liquidated Damages (Optional) CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C The term of this Agreement is from July 1, 2018 to October 30, 2018 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: W The total maximum lump sum compensation of Four Hundred Sixty -Five Thousand dollars ($465,000); OR I— The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR E A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of dollars ($ )• CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. R CITY has set aside the sum of Forty -Six Thousand Five Hundred dollars ($46,500) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C 6. COMPENSATION DURING ADDITIONAL TERMS. r CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR I— CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix A Claims for Public Contract Code Section 9204 Public Works Projects". F This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix A, attached hereto and incorporated herein. OR I— This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Samantha Engelage, Dept.: Public Works Department, Environmental Services Division, Telephone: 650-329-2123, email: Samantha.Engelage@cityofpaloalto.org. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. 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 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C 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. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. 0. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California 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 certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR 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. • Goods purchased by Contractor 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. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. 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 Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. OR 171 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 Agreement for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C 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. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement 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. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded." 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. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C 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. 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. [For state- and federally -funded projects] 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. 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. 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. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee O'Grady, Inc. Officer 1 DocuSigned by: By: ��o " l I 0U Name Sera; g74E. Young Title: VP Officer 2 .(Required for Corp. or LLC) ,-DocuSi ned b : By: IIA,t, Vi r'a.lA, '-794F5a25O694414. Name:Cel i ne Duran Title: Sect/Trea City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C EXHIBIT A SCOPE OF WORK Background In the early '90s, the City of Palo Alto ("City") created a 15 -acre freshwater pond and restored 12 acres of salt marsh, just north of Matadero Creek. The freshwater pond was created through the use of a perimeter earthen berm and a pipeline extended from the Regional Water Quality Control Plant that provides tertiary treated wastewater to the marsh. Over the past decade, the pond has slowly filled in with cattails and sediment that now require removal and excavation to maintain the pond's ecosystem functions. The perimeter berms are also in need of repair but are not included in this scope of work; berm repairs may be performed by others at the same time as this scope of services. The pond will be drained prior to the work conducted under this contract. TASK 1: VEGETATION REMOVAL (refer to Sheet No. 2 of the site drawings dated March 2018 attached to this Exhibit A) CONTRACTOR shall remove vegetation as directed by the City from within the freshwater pond (the area shown within the red dashed perimeter on Sheet No. 2) with the exception of the island on the south -side of the pond. CONTRACTOR shall utilize the open, upland areas adjacent to the ITT Building and the pond for staging, drying, and stockpiling (temporary storage) of the vegetation. Ultimate disposal of dried vegetation is not included in this scope of work. CONTRACTOR shall supply and install silt fencing around the two vegetation stockpiles. CONTRACTOR shall restrict work to the confines of the freshwater pond and upland areas shown in Sheet No.2. CONTRACTOR shall conduct daily housekeeping and clean-up of any excavated material that may have spilled or dropped outside of the pond perimeter berm except that which is within designated stockpile locations. TASK 2: SEDIMENT REMOVAL (refer to Sheet No. 3) CONTRACTOR shall excavate loose sediment (up to a maximum of 50,000 cubic yards) in the southern portion of the freshwater pond (shown in blue) as directed by the City. If needed, CONTRACTOR shall generally grade the floor of the pond toward the South outfall location at 1% grade. CONTRACTOR shall conduct any additional survey work needed. City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C CONTRACTOR shall utilize the northern portion of the freshwater pond to stockpile excavated sediment as directed by the City. CONTRACTOR shall grade the sediment stockpile to provide a crown and proper drainage in the northern portion of the freshwater pond as directed by the City. Sediment disposal is not included in this scope of work. CONTRACTOR shall install and compact a temporary berm (^'6 ft high) as directed by the City between northern and southern pond sections. Clean soil will be supplied onsite by the City. CONTRACTOR shall restrict work to the confines of the freshwater pond shown on Sheet No. 3. CONTRACTOR shall conduct daily housekeeping and clean-up of any excavated material that may have spilled or dropped outside of the pond perimeter berm except that which is within designated stockpile locations. City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C EXHIBIT A CITY OF PALO ALTO, CALIFORNIA REGIONAL WATER QUALITY CONTROL PLANT RENZEL MARSH FRESHWATER POND MAINTENANCE MARCH 2018 r ,* r PROJECT 9 T I LOCATION 0 VICINITY MAP NTS CID LOCATION MP DEStCMQ tY alA51N REM'. DATE DESCRIPTION BY pAPP 0E0031 l7 PLIK/C tianT DEPT. rov Pen, sr Ai n .owi CITY OF PALO ALTO OW Id. CAPCOPIA 1 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C EXHIBIT A DESILNEQ SY 1lwal IT REM'. DATE DESCRIPTION BY APP PUN= ~ants °€"`:11" Vegetation Removal ,f AI NMI �vv'a sr CITY OF PALO ALTO MU Id. 2 Palo Alto Municipal Services Center (3201 E. Bayshore Rd.) DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule: between July 1, 2018 and October 15, 2018. City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C EXHIBIT C SCHEDULE OF FEES CONTRACTOR shall perform the tasks as described and budgeted below. CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for the Services including reimbursable expenses, does not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. DESCRIPTION OF TASK Task 1 (Vegetation Removal) Task 2 (Sediment Removal) NOT TO EXCEED COMPENSATION PER TASK INCLUDING REIMBURSABLES $190,000 $275,000 City of Palo Alto General Services Agreement 16 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES 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" City of Palo Alto General Services Agreement 17 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTPS://W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C OGRAPAV-C1 PATRA5 ACORL CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/17/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Bolton & Company 3475 E. Foothill Blvd., Suite 100 Pasadena, CA 91107 INSURED O'Grady Paving, Inc. 2513 Wyandotte St. Mountain View, CA 94043 CONTACT NAME: PHONE (A/C, No, Ext): (626) 799-7000 ADDRIESS: propcasualty@boltonco.com 1 FAX No):(626) 441-3233 INSURER(S) AFFORDING COVERAGE NAIC INSURER A: Liberty Mutual Fire Insurance INSURER B : Zurich American Insurance Co 23035 16535 INSURER C : Starr Indemnitb & Liability Co INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN ISSUED CONTRACT THE POLIC REDUCED BY TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER INSD WVD 1 POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 1 1 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X TB2Z91459513047 07/01/2017 07/01/2018 DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ' X j PEf LOC I PRODUCTS - COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ 1,000,000 $ X ANY AUTO BAP017363903 07/01/2017 07/01/2018 BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ AUTOS ONLY NON-OWNED ONLYY __(Per accidentDAMAGE $ $ C UMBRELLA LIAB X OCCUR EACH OCCURRENCE 10,000,000 $ X EXCESSLIAB CLAIMS -MADE 1000023771 07/01/2017 07/01/2018 AGGREGATE $ 10,000,000 DED I RETENTION $ $ B WORKERS COMPENSATION PER OTH- 1 AND EMPLOYERS' LIABILITY X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y / N X WC0173640-03 07/01/2017 07/01/2018 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/M In BER NHEXCLUDED? N /A E.L. DISEASE - EA EMPLOYEE 1,000,000 $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: OGP #18074, Quote #RFQ171739, Renzel Marsh Freshwater Pond Maintenance. City of Palo Alto, Its Council Members, Officers, Agents, and Employees are named GL Blanket Additional Insured per LC20580117 attached, only if required by written contract/agreement. GL Primary & Non-contributing Wording applies per CG00010413 attached. WC Waiver of Subrogation applies per WC0403060484 attached. GL, Auto and WC Notice of Cancellation clauses apply per LIM99010511, U-CA-832-ACW(01/ 13) and WC040601A attached. CERTIFICATE HOLDER CANCELLATION City of Palo Alto Attn: Saira Cardoza 250 Hamilton Avenue Palo Alto, CA 94301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C Policy Number TB2-Z91-459513-047 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY ADDITIONAL INSURED ENHANCEMENT FOR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Index of modified items: Item 1. Item 2. Item 3. Blanket Additional Insured Where Required By Written Agreement Lessors of Leased Equipment Managers or Lessors of Premises Mortgagees, Assignees or Receivers Owners, Lessees or Contractors Architects, Engineers or Surveyors Any Person or Organization Blanket Additional Insured — Grantor Of Permits Other Insurance Amendment Item 1. Blanket Additional Insured Where Required By Written Agreement Paragraph 2. of Section II — Who Is An Insured is amended to add the following: Additional Insured by Written Agreement The following are insureds under the policy when you have agreed in a written agreement to provide them coverage as additional insureds under your policy: 1. Lessors of Leased Equipment: The person(s) or organization(s) from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). This insurance does not apply to any "occurrence" which takes place after the equipment lease expires. 2. Managers or Lessors of Premises: Any manager(s) or lessor(s) of premises leased to you in which the written lease agreement obligates you to procure additional insured coverage. The coverage afforded to the additional insured is limited to liability in connection with the ownership, maintenance or use of the premises leased to you and caused, in whole or in part, by some negligent act(s) or omission(s) of you, your "employees", your agents or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out of the additional insured's sole negligence. LC 20 58 01 17 ©2016 Liberty Mutual Insurance Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C This insurance does not apply to: a. Any "occurrence" which takes place after you cease to be a tenant in that premises or to lease that land; b. Structural alterations, new construction or demolition operations performed by or on behalf of that manager or lessor, or c. Any premises for which coverage is excluded by endorsement. 3. Mortgagees, Assignees or Receivers: Any person(s) or organization(s) with respect to their liability as mortgagee, assignee or receiver and arising out of your ownership, maintenance or use of the premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or on behalf of such person(s) or organization(s). 4. Owners, Lessees or Contractors: Any person(s) or organization(s) to whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors, in the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury" arising out of "your work" included in the "products -completed operations hazard" unless you are required to provide such coverage for the additional insured by the written agreement, and then only for the period of time required by the written agreement and only for liability caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of your "employees", your agents, or your subcontractors. There is no coverage for the additional insured for liability arising out of the sole negligence of the additional insured or those acting on behalf of the additional insured, except as provided below. If the written agreement obligates you to procure additional insured coverage for the additional insured's sole negligence, then the coverage for the additional insured shall conform to the agreement, but only if the applicable law would allow you to indemnify the additional insured for liability arising out the additional insured's sole negligence. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services. 5. Architects, Engineers or Surveyors: Any architect, engineer, or surveyor engaged by you but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In connection with your premises; or b. In the performance of your ongoing operations. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional services by or for you, including: LC 20 5B 01 17 ® 2016 Liberty Mutual Insurance Page 2 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C a. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or for you. 6. Any Person or Organization Other Than a Joint Venture: Any person(s) or organization(s) (other than a joint venture of which you are a member) for whom you are obligated to procure additional insured coverage, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your act(s) or omission(s) or the act(s) or omission(s) of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with premises owned by or rented to you. This insurance does not apply to: a. Any person(s) or organization(s) more specifically covered in Paragraphs 1 through 5 above; b. Any construction, renovation, demolition or installation operations performed by or on behalf of you, or those operating on your behalf; or c. Any person(s) or organization(s) whose profession, business or occupation is that of an architect, surveyor or engineer with respect to liability arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or failure to render any professional services by or on behalf of you, or those operating on your behalf. The insurance afforded to any person(s) or organization(s) as an insured under this Item 1: 1. Applies to the extent permitted by law; 2. Applies only to the scope of coverage and the minimum limits of insurance required by the written agreement, but in no event exceeds either the scope of coverage or the limits of insurance provided by this policy; 3. Does not apply to any person(s) or organization(s) for any "bodily injury", "property damage" or "personal and advertising injury" if any other additional insured endorsement attached to this policy applies to such person(s) or organization(s) with regard to the "bodily injury", "property damage" or "personal and advertising injury"; 4. Applies only if the "bodily injury" or "property damage" occurs, or the offense giving rise to the "personal and advertising injury" is committed, subsequent to the execution of the written agreement; and 5. Applies only if the written agreement is in effect at the time the "bodily injury" or "property damage" occurs, or at the time the offense giving rise to the "personal and advertising injury" is committed. LC 20 58 01 17 © 2016 Liberty Mutual Insurance Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C Item 2. Blanket Additional Insured — Grantor Of Permits Paragraph 2. of Section II - Who Is An Insured is amended to add the following: Any state, municipality or political subdivision that has issued you a permit in connection with any operations . performed by you or on your behalf, or in connection with premises you own, rent or control, and to which this insurance applies, but only to the extent that you are required to provide additional insured status to the state, municipality or political subdivision as a condition of receiving and maintaining the permit. Such state, municipality or political subdivision that has issued you a permit is an insured only with respect to their liability as grantor of such permit to you. However, with respect to the state, municipality or political subdivision: 1. Coverage will be no broader than required; and 2. Limits of insurance will not exceed the minimum limits of insurance required as a condition for receiving or maintaining the permit; but neither the scope of coverage nor the limits of insurance will exceed those provided by this policy. This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury' arising out of operations performed for the state, municipality or political subdivision; 2. Any "bodily injury" or "property damage" included within the "products -completed operations hazard", except when required by written agreement initiated prior to loss; or 3. "Bodily injury", "property damage" or "personal and advertising injury", unless negligently caused, in whole or in part, by you or those acting on your behalf. Item 3. Other Insurance Amendment If you are obligated under a written agreement to provide liability insurance on a primary, excess, contingent, or any other basis for any person(s) or organization(s) that qualifies as an additional insured on this policy, this policy will apply solely on the basis required by such written agreement and Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will not apply. Where the applicable written agreement does not specify on what basis the liability insurance will apply, the provisions of Paragraph 4. Other Insurance of Section IV — Commercial General Liability Conditions will apply. However, this insurance is excess over any other insurance available to the additional insured for which it is also covered as an additional insured by attachment of an endorsement to another policy providing coverage for the same "occurrence", claim or "suit". LC 20 58 01 17 © 2016 Liberty Mutual Insurance Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F50AC4D5C Policy Number TB2-Z91-459513-047 Issued by Liberty Mutual Fire Insurance Co. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO THIRD PARTIES This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART MOTOR CARRIER COVERAGE PART GARAGE COVERAGE PART TRUCKERS COVERAGE PART EXCESS AUTOMOBILE LIABILITY INDEMNITY COVERAGE PART SELF -INSURED TRUCKER EXCESS LIABILITY COVERAGE PART COMMERCIAL GENERAL LIABILITY COVERAGE PART EXCESS COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART COMMERCIAL LIABILITY — UMBRELLA COVERAGE FORM Schedule Name of Other Person(s) / Organization(s): Email Address or mailing address: Number Days Notice: Per schedule on file with Producer Per schedule on file with Producer 30 A. If we cancel this policy for any reason other than nonpayment of premium, we will notify the persons or organizations shown in the Schedule above. We will send notice to the email or mailing address listed above at least 10 days, or the number of days listed above, if any, before the cancellation becomes effective. In no event does the notice to the third party exceed the notice to the first named insured. B. This advance notification of a pending cancellation of coverage is intended as a courtesy only. Our failure to provide such advance notification will not extend the policy cancellation date nor negate cancellation of the policy. All other terms and conditions of this policy remain unchanged. LIM 99 01 05 11 © 2011 Liberty Mutual Group of Companies. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 1 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance. whether primary, excess, contingent a on any other basis: (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (bb) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the owner; (iii) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; or (iv) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability. (b) Any other primary insurance available to you covering liability for damages arising out of the premises or operations, or the products and completed operations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the mount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self -insured amounts under at that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will fellow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance a none of the loss remains, whichever conies first If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the dose of each audit period we will compute the earned premium for that period and send notice to the first Named Insured The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree a. The statements in the Declarations are accurate and complete; Page 12 of 16 O Insurance Services Office, Inc., 2012 CG 00 01 0413 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C Blanket Notification to Others of Cancellation or Non -Renewal Return Prem. Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add'I. Prem THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A. If we cancel or non -renew this Coverage Part by written notice to the first Named Insured, we will mail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to the first Named Insured. Such list: 1. Must be provided to us prior to cancellation or non -renewal; 2. Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us. B. Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 30 days prior to the effective date of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or b. Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such mailing or delivery will not: 1. Extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non -renewal; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and B. of this endorsement. All other terms and conditions of this policy remain unchanged. U -CA -832-A CW (01/13) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY CALIFORNIA CANCELATION ENDORSEMENT WC040601A This endorsement applies only to the insurance provided by the policy because California is shown in Item 3.A. of the information page. The cancelation condition in Part Six (Conditions) of the policy is replaced by these conditions: Cancelation 1. You may cancel this policy. You must mail or deliv- er advance written notice to us stating when the cancelation is to take effect. 2. We may cancel this policy for one or more of the following reasons: a. Non-payment of premium; b. Failure to report payroll; c. Failure to permit us toaudit payroll as required by the terms of this policy or of a previous policy issued by us; d. Failure to pay any additional premium resulting from an audit of payroll required by the terms of this policy or any previous policy issued by US; e. Material misrepresentation made by you or your agent; f. Failure tocooperate with us in the investigation of a claim; g. Failure to comply with Federal or State safety orders; h. Failure to comply with written recommen- dations of our designated loss control repre- sentatives; i. The occurrence of a material change in the ownership of your business; J• The occurrence of any change in your busi- ness or operations that materially increases the hazard for frequency or severity of loss; k. The occurrence of any change in your busi- ness or operation that requires additional or different classification for premium calculation; I. The occurrence of any change in your busi- ness or operation which contemplates an activ- ity excluded by our reinsurance treaties. 3. If we cancel your policy for any of the reasons listed in (a) through (f), we will give you 10 days advance written notice, stating when the cancel- ation is to take effect. Mailing that notice to you at your mailing address shown in item 1 of the Infor- mation Page will be sufficient to prove notice. If we cancel your policy for any of the reasons listed in items (g) through (1), we will give you 30 days advance written notice; however, we agree that in the event of cancelation and reissuance of a policy effective upon a material change in ownership or operations, notice will not be provided. 4. The policy period will end on the day and hour stated in the cancelation notice. DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C SCHEDULE OF FORMS AND ENDORSEMENTS Policy Number: WC 0173640-03 Form Number & Edition Date Form Name WORKERS COMPENSATION FORMS U -WC -178-C U -WC -D -314-A WC 99 00 02 U -WC -315-A WC 00 00 00 c WC 00 03 08 WC 00 04 21 D WC 00 04 22 B WC 04 03 06 U -GU -1223-B CA U -WC -320-A WC 00 04 06 A WC 00 04 19 WC 04 03 01 B WC 04 03 17 B WC 04 03 60 B WC 04 04 21 WC 04 06 01 A WC990001A U -GU -632-D CW AND ENDORSEMENTS 08-93 COLLECTIVELY BARGAINED ENDORSEMENT 07-94 WORKERS COMPENSATION INFORMATION PAGE 10-99 SCHEDULE OF INSUREDS AND LOCATIONS 07-94 CLASSIFICATION SCHEDULE 01-15 INSURANCE POLICY 04-84 PARTNERS, OFFICERS AND OTHERS EXCL ENDT 01-15 CATASTROPHE (OTHER THAN CERT ACTS) ENDT 01-15 TERRORISM RISK PGM REAUTH ACT DISCL ENDT 04-84 WAIVER OF RIGHTS TO RECOVER FROM OTHERS 09-16 REVISED DEFINITION OF SPOUSE ENDORSEMENT 07-94 SCHEDULE OF FORMS AND ENDORSEMENTS 07-95 PREMIUM DISCOUNT ENDT 01-01 PREMIUM DUE DATE ENDORSEMENT 01-12 CA POLICY AMENDATORY ENDORSEMENT 10-16 CA EMPLOYEE INSURED BY GEN EMPLOYER EXCL 01-15 CA EMPLOYERS' LIAB COV AMENDATORY ENDT 01-08 CA OPTIONAL PREMIUM INCREASE ENDORSEMENT 12-93 CA CANCELATION ENDORSEMENT 04-10 WC AND EMPLOYERS LIABILITY IN WITNESS 01-15 DISCLOSURE NOTICE OF TERRORISM COVERAGE U -WC -320-A (07-94) Page 1 Last page DocuSign Envelope ID: C2EAC509-1AA2-44B8-9CAF-AA5F5OAC4D5C WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 0 . 00 % of the California workers' compensation pre- mium otherwise due on such remuneration. Person or Organization ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION Schedule Job Description FOR ALL CA OPERATIONS WC 252 (4-84) WC 04 03 06 (Ed. 4-84) Page 1 of 1 DocuSign Envelope ID: C2EAC509-1AA2-4468-9CAF-AA5F5OAC4D5C EXHIBIT E BONDS [ATTACH BOND FORMS IF BONDS ARE REQUIRED] City of Palo Alto General Services Agreement 19 Rev. March 29, 2018 Attachment B Bid Summary Project Title: RENZEL MARSH FRESHWATER POND MAINTENANCE (RFQ171739) Issued on 04/11/2018 Bid Due on April 30, 2018 Item No. Description Unit of Measure Quantity 1 Vegetation Removal 2 Sediment Removal Lump Sum I 1 Lump Sum 1 Total Engineer's Estimate O'Grady Dixon Marine Andreini Paving, Inc. Services, Inc Brothers Inc. $100,000.00 $190,000.00 $150,000.00 $275,000.00 $250,000.00 $68,674.00 I $232,900.00 $418,415.00 $301,400.00 $465,000.00 $487,089.00 McNabb PMK Construction, Contractors Inc. $72,700.00 $505,000.00 $294,122.50 $529,420.50 $534,300.00 $577,700.00 $823,543.00 CITY OF PALO ALTO City of Palo Alto (ID # 9246) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approval of Contract with TEA Title: Approval of a Five-year Contract With Telecommunications Engineering Associates (TEA) in a Total Not -to -Exceed Amount of $500,000 for Annual Maintenance Services of Legacy Radio Infrastructure Plus a Contingency Not - to -Exceed Amount of $25,000 per Year for Additional Services From: City Manager Lead Department: Police Recommendation Staff recommends that the City Council authorize the City Manager to execute a five-year contract with Telecommunications Engineering Associates (TEA) in the amount not -to -exceed $500,000 for five years. The contract will provide for maintenance services for the City's radio infrastructure during the transition to the new Silicon Valley Regional Communications System (SVRCS) in fiscal 2019. The contract also provides maintenance for the City's Fire Department Ringdown system until the new system is installed. After the transition to the SVRCS system, TEA will provide maintenance services to maintain three legacy analog radio channels for redundancy and disaster recovery. In addition, staff recommends a not -to -exceed contingency amount of $25,000 annually for consulting, equipment replacement, relocation and decommissioning by TEA as needed. Background The existing City radio system is an analog Very High Frequency (VHF) and Ultra High Frequency (UHF) system that supports Police, Fire, Animal Control, Public Works, Park Rangers and Utilities. It currently operates two VHF channels and five UHF channels. The system has been well -maintained over the past 15 years by TEA. The current contract expires on June 30, 2018, and the annual cost is approximately $170,000. The City is transitioning to the new SVRCS regional 700 MHz trunked radio system in fiscal 2019. During the transition period it will be necessary to operate the two systems in tandem. After the transition to SVRCS is completed, five of the eight existing legacy analog radio channels will be decommissioned. The three remaining channels (Police, Fire, Local Government) will be maintained to provide redundant communication capabilities in the event of a catastrophic event. City of Palo Alto Page 1 TEA provides maintenance services for the existing Zetron Fire Ringdown system. The Fire Department has contracted with U.S. Digital Designs to install and maintain a new system. The completion date of that project is not known and TEA will continue to support the legacy system until the new system is operational. Discussion The City of Palo Alto's transition to a SVRCS system has been planned for the past five years. In preparation for the move, the City has purchased new radios and equipment for all departments and radio users. The transition will be incremental. Public Works and Utilities will move to the new system first. After a test period of several months, the public safety departments will switch over. During the transition period, and for some time after, the legacy radio channels will need to remain operational. The anticipated timeline is as follows: Departments Date Test Period Public Works, Utilities July July -August Police, Fire, OES, Park Rangers September September -November Radio communications are the most critical link in emergency response. If all else fails, and radio communication remains operable, public safety can continue to provide services. Maintaining three legacy analog radio channels for a minimal cost as insurance against a catastrophic event or failure of the new software -based radio system is a prudent investment. TEA will continue to provide professional telecommunications engineering services to maintain the three legacy channels, radio infrastructure and related equipment. All equipment covered under this agreement will be maintained by TEA and kept in premium working condition, utilizing contemporary industry standards and modern preventative maintenance techniques. Staff recommends entering into a single source contract with Summit Corporation pursuant to PAMC 2.30.360 (d) - Contracts for goods, wholesale commodities and services, general services or professional services available from only one source, where the Procurement Officer has determined, in writing, there is no adequate substitute or equivalent provider. Examples of acceptable sole source acquisitions or purchases may include, without limitation: equipment or services for equipment, for which there is no comparable competitive product or service except that provided by the equipment manufacturer, distributor or dealer; proprietary products sold directly by the manufacturer; a component or replacement part, for which there is no commercially available substitute and which can be obtained only from the manufacturer; goods where there is only one authorized distributor in the area; and goods where compatibility with goods in use by the city is an overriding consideration. TEA is the only provider capable to provide these services to the City for several reasons. First, TEA is the design engineer for the system and has provided the system radio maintenance to the City for 15 years. Second, TEA has extensive knowledge of the system, City facilities, and carries the spare equipment required to maintain it. Third, TEA is based in San Carlos, CA, and City of Palo Alto Page 2 is the only provider that can meet the service response times for on -site service. Fourth, TEA can decommission existing infrastructure without damaging the remaining equipment. Fifth, TEA personnel have undergone the required City and Police Department background checks required to access the facilities in which the system is housed. The contract is being reduced significantly in the coming years. These factors justify a single source exemption under Purchasing guidelines. There are five legacy channels that will need to be decommissioned and the associated equipment should be removed from various sites. Finally, if the City Council approves the proposed plan to build a new Public Safety Building the project will require extensive radio engineering design and consulting. TEA has agreed to a not -to -exceed rate for these services of $155 per hour. Staff requests up to $25,000 per annum for these projects as needed. Resource Impact The funding for the maintenance contract is in the Police Department budget. No additional funds are required. The cost savings from the new contract will be used to pay the subscriber fees for Police radios on the new SVRCS system. The TEA contract (see attachment A) is structured with monthly charges for each piece of equipment that is under maintenance. At the beginning of fiscal 2019 the monthly charge is $10,299. At the end of the fiscal year the monthly charge is estimated to be $7,045. That total will be further reduced when the new fire ringdown system comes on line. The installation and maintenance of the new fire ringdown system is in the Fire Department budget. Ongoing annual cost of the TEA contract should be approximately $75,000 once the new ringdown system comes on line. Policy Implications This agreement is consistent with existing City policy. Environmental Review: This contract is exempt from the requirements of the California Environmental Quality Act (CEQA), pursuant to Section 15301 of the CEQA guidelines. Attachments: • Attachment A - TEA 052318 City of Palo Alto Page 3 (USE FOR PROFESSIONAL SERVICES (DESIGN and NON -DESIGN) CITY OF PALO ALTO CONTRACT NO. AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FOR PROFESSIONAL SERVICES This Agreement is entered into on this day of ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and DARYL D. JONES, INC. DBA TELECOMMUNICATIONS ENGINEERING ASSOCIATES, a California corporation, located at 1160 Industrial Road #15, San Carlos, CA 94070 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to to maintain portions of its legacy analog radio and telecommunications systems ("Project") and desires to ("Project") and desires to engage a consultant to to provide radio and telecommunication engineering services in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. ❑ Optional On -Call Provision (This provision only applies if checked and only applies to on - call agreements.) Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A- 1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set Professional Services Rev. April 27, 2018 1 forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through June 30, 2023 unless terminated earlier pursuant to Section 19 of this Agreement. OR The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached at Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed One Hundred Thousand Dollars ($100,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Twenty Five Thousand Dollars ($25,000). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The Professional Services Rev. April 27, 2018 2 information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of Professional Services Rev. April 27, 2018 3 CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. ['Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: 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 Daryl Jones as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services and as the project manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY' s project manager is Charles Cullen, Police Department, Technical Services Division, 275 Forest Ave Palo Alto, CA 94303, Telephone:(650) 329-2331. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not Professional Services Rev. April 27, 2018 4 contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against 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. Professional Services Rev. April 27, 2018 5 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the Professional Services Rev. April 27, 2018 6 City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" Professional Services Rev. April 27, 2018 7 as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. Professional Services Rev. April 27, 2018 8 SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit "E" 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. Professional Services Rev. April 27, 2018 9 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT' s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 10 CONTRACT No. S18XXXXXX SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager (Required on contracts over $85,000) Purchasing Manager (Required on contracts over $50,000) Contracts Administrator (Required on contracts under $50,000) APPROVED AS TO FORM: City Attorney or designee (Required on Contracts over $25,000) Attachments: EXHIBIT "A": EXHIBIT "A-1" EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": EXHIBIT "E": CONSULTANT DARYL D. JONES, INC. DBA TELECOMMUNICATIONS ENGINEERING ASSOCIATES Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: SCOPE OF SERVICES PROFESSIONAL SERVICES TASK ORDER (for on -call contracts only) SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 11 Professional Services Rev. April 27, 2018 EXHIBIT "A" SCOPE OF SERVICES Consultant shall provide professional telecommunications engineering services to manage and maintain the City's radio infrastructure and console equipment. The City has opted for a service plan that covers all parts and equipment (excepting the items in the Services Excluded section) without additional charge. In addition, all labor, including travel time will be provided for any equipment or systems problem without charge. CONSULTANT agrees to provide total problem resolution services under this contract. This includes liaison with equipment manufacturers, other vendors, the County, and the 9- 1-1 System maintenance provider. CONSULTANT shall investigate all reports of system problems and work with the appropriate vendor or agency to correct it. CONSULTANT will further serve as the City's single point of contact for problems related to the equipment listed in Exhibit C. In addition to routine maintenance and management of telecommunications equipment, CONSULTANT will make recommendations to the City when equipment needs to be replaced and offer suggestions about new products and equipment, which can be used to enhance system performance. CONSULTANT agrees to provide training for City personnel on communications systems as necessary. CONSULTANT will assist the City in identifying issues when it is necessary for the City to make routine system design changes and enhancements to any equipment covered under this agreement. CONSULTANT will write bid specifications for base station equipment when directed to do so by the City. Written reports on the status of the City's communications systems will be provided when necessary but not less than once per year by the 15th of December. All of the above services are included in the total compensation set forth in Exhibit C and shall be at no additional cost to City. REQUIRED SERVICES Radio Infrastructure Management Services All communications problems under this agreement are resolved effectively and efficiently. In the event of a system failure, the vendor shall respond promptly (in accordance with the specified response time requirements) and make the necessary repairs in a manner that will keep any system downtime to an absolute minimum. Maintenance and Repair Services The vendor shall keep all equipment covered by this proposal in Exhibit C in excellent working condition, utilizing current industry standards and modern preventive maintenance techniques. All parts and labor necessary to accomplish preventive maintenance and repair will be provided without additional costs. Response Times Professional Services Rev. April 27, 2018 12 The vendor shall provide the City with a telephone number that is available for reporting problems that is answered or responded to 24 hours a day, 7 days per week, 365 days per year. All incidents in the following categories shall be responded to and resolved within the specified time. In all instances, the vendor shall make every effort to be available for immediate telephone consultation for any problem. Emergency Request: The vendor shall handle all emergency requests for service within one hour of the request being reported. Emergency requests are defined as a malfunction of equipment that has a major effect on daily operations. An example of such a malfunction would be a major failure at a dispatch console. High Priority Requests: The vendor shall handle all requests of this nature within four (4) hours of the request being reported. High Priority request are defined as a malfunction of equipment that can be temporarily resolved by a work around. An example of such a malfunction would be a secondary channel becoming inoperable and that traffic being moved to the primary channel. Non -critical Requests: The vendor shall handle all Non -critical requests within twenty-four (24) of the request being reported. Non -critical requests are defined as intermittent problems that do not have a significant operational impact. An example of an intermittent problem would be periodic static on a secondary channel. In all instances, the vendor shall make every effort to be available for immediate telephone consultation. Equipment Inventory and Handling It shall be the joint responsibility of the City and vendor to maintain an accurate listing of all radio infrastructure equipment. It is understood that only equipment listed in the most current copy of the equipment itemization is covered under a fixed fee proposal. It is further understood that vendor's personnel will need to periodically possess radio equipment that belongs to the City. Vendor agrees to exercise reasonable care for the equipment and shall be responsible for its return to the City. MISCELLANEOUS SERVICES It is understood that TEA may need to periodically possess radio equipment that belongs to the City. TEA agrees to exercise reasonable care for the equipment and shall be responsible for its return to the City. TEA is authorized by the City to install its own radio repeater and antenna at any City radio site to facilitate administrative communication between TEA personnel. All equipment and installation services will be at TEA's and expense and the City shall incur Professional Services Rev. April 27, 2018 13 no additional charge. There will be no charge for rental of space of electrical power at the City's radio sites. TEA will maintain the City's FCC's radio licenses. TEA will provide radio systems training for probationary dispatchers and at two Continued Professional Training (CPT) sessions annually SERVICES OUTSIDE OF THE CONTRACT The City may request consulting services on radio infrastructure changes, additions and relocation. TEA will provide those services at an hourly cost of $155.00 per hour. In addition the City needs to replace and relocate some antiquated radio equipment. TEA will provide quotes for these replacement/relocation projects and any long-term consulting projects. SERVICES EXCLUDED The following services are not included as part of this agreement and, if services are required of TEA, it will be handled on a time and materials basis. Antennas — Base station antennas and coaxial cables at all sites Telephone headsets Mobile and Portable radios System relocation or design changes Installation of new equipment Batteries Microwave System Any malfunctions or damage for problems caused by natural or manmade disaster such as flood, earthquake or fire will not be covered under this agreement. It is understood that TEA may determine that a particular piece of equipment is beyond economic repair due to age or condition. If this occurs, TEA will notify the City, this equipment item will be excluded from maintenance under this agreement, and the compensation will be adjusted accordingly. Professional Services Rev. April 27, 2018 14 Professional Services Rev. April 27, 2018 15 (Optional — for On Call Agreements only) EXHIBIT "A-1" PROFESSIONAL SERVICES TASK ORDER Consultant hereby agrees to perform the work detailed below in accordance with all the terms and conditions of the Agreement referenced in Item lA below. All exhibits referenced in Item 8 are incorporated into the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: 7/1/2018 COMPLETION: June 30, 2023 4 TOTAL TASK ORDER PRICE: $ BALANCE REMAINING IN MASTER AGREEMENT $ 5. BUDGET CODE: COST CENTER COST ELEMENT WBS/CIP_ PHASE 6. CITY PROJECT MANAGER'S NAME/DEPARTMENT 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE: • WORK TO BE PERFORMED SCHEDULE OF WORK BASIS FOR PAYMENT & FEE SCHEDULE DELIVERABLES • REIMBURSABLES (with "not to exceed" cost) 8. ATTACHMENTS: A: Scope of Services B: I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: BY: BY: Name Name Title Title Date Date Professional Services Rev. April 27, 2018 16 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Days/Weeks From NTP 1. Preventive Maintenance On Going 2. Training for Police Personnel Annual 3. Maintenance of FCC Licenses As Needed 4. Written Status Reports Annually 5. 6. 7. 8. 9. 10. Professional Services Rev. April 27, 2018 17 (Version 1 - use for task based compensation) EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 ) Task 2 ) Task 3 Task 4 ) Task 5 ) Sub -total Basic Services $ Reimbursable Expenses $ Total Basic Services and Reimbursable expenses $ Additional Services (Not to Exceed) $ Maximum Total Compensation Professional Services Rev. April 27, 2018 18 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $ shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: Professional Services Rev. April 27, 2018 19 (Version 2 — hourly rate - not task based) EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100.00 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 20 ®[OPTIONALJ Work required because the following conditions are not satisfied or are exceeded shall be considered as Additional Services: HOURLY RATE SCHEDULE Consulting fees for work outside of the scope of the contract will not exceed on hundred fifty-five ($155.00) dollars per hour for radio engineering and will not exceed one hundred thirty-five ($135.00) dollars per hour for telecommunications technician work. Professional Services Rev. April 27, 2018 21 EXHIBIT "C-1" SCHEDULE OF RATES The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed $500,000. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $750,000. 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. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $500,000 and the total compensation for Additional Services does not exceed $125,000. The CITY agrees to compensate TEA for professional services performed in accordance with the terms and conditions of this agreement as set forth in the budget schedule below. The monthly fee for the duration of the contract will reduced as the system's equipment is decommisioned. TEA will invoice the CITY on a monthly basis for the amount of covered equipment from the list below. Professional Services Rev. April 27, 2018 22 PD -1 SYSTEM Quantity Monthly Monthly Cost Each Total T -Band duplex base station 2 $175 $350 T -band voting receiver 4 $85 $340 Motorola Digitac comparator 1 $160 $160 Transmitter site -select relay system 1 $10 $10 CTI comparator display system 0 $30 $0 Total » $860 PD -2 SYSTEM Quantity Monthly Monthly Cost Each Total T -Band duplex base station 2 $175 $350 T -band voting receiver 4 $85 $340 Motorola Digitac comparator 1 $160 $160 Transmitter site -select relay system 1 $10 $10 CTI comparator display system 0 $30 $0 Total » $860 FD -1 SYSTEM Quantity Monthly Monthly Cost Each Total VHF duplex base station 2 $175 $350 VHF voting receiver 3 $85 $255 Motorola Digitac comparator 1 $160 $160 Transmitter site -select relay system 1 $10 $10 CTI comparator display system 1 $30 $30 Total » $805 FD -2 (TAC) SYSTEM Quantity Monthly Monthly Cost Each Total VHF duplex base station 2 $175 $350 VHF voting receiver 3 $85 $255 Motorola Digitac comparator 1 $160 $160 Transmitter site -select relay system 1 $10 $10 CTI comparator display system 1 $30 $30 Total » $805 Professional Services Rev. April 27, 2018 23 FIRE STATION ALERTING Quantity Monthly Monthly Cost Each Total Zetron Model 25 encoder (CAD controlled) Zetron Model 26 status control unit 2 Zetron Model 6 fire station transponder 7 TEA Station Alerting Module (SAM) 7 Fire station PA system - Valcom 0 Fire station PA system - conventional 7 Fire station alerting radios 7 Power supplies 7 LG-1 SYSTEM Quantity Total » Cost Each UHF duplex base station 2 UHF voting receiver 3 Motorola Digitac comparator 1 Transmitter site -select relay system 1 CTI comparator display system 0 Desk set remote control 12 LG-2 SYSTEM Quantity Total » Cost Each UHF duplex base station 2 UHF voting receiver 3 Motorola Digitac comparator 1 Transmitter site -select relay system 1 CTI comparator display system 0 Desk set remote control 12 LG-3 SYSTEM Quantity Total » Cost Each UHF duplex base station 2 UHF voting receiver 1 Motorola Digitac comparator 1 Transmitter site -select relay system 0 CTI comparator display system 0 Desk set remote control 0 Total » 0 $32 $0 $60 $120 $36 $252 $20 $140 $35 $0 $35 $245 $30 $210 $28 $196 $1,163 Monthly Monthly Total $175 $350 $85 $255 $160 $160 $10 $10 $30 $0 $18 $216 $991 Monthly Monthly Total $175 $350 $85 $255 $160 $160 $10 $10 $30 $0 $18 $216 $991 Monthly Monthly Total $175 $350 $85 $85 $595 $160 $160 $10 $0 $30 $0 $18 $0 24 Professional Services Rev. April 27, 2018 FIBER-OPTIC MULTIPLEXERS Quantity Monthly Monthly Cost Each Total Adtran Opti 6100 for Civic Center 1 Adtran Opti 6100 for MSC 1 Adtran Opti 6100 for Park Reservoir 1 Adtran Opti 6100 for Dahl Reservoir 1 48VDC power systems (excluding batteries) 4 Total » $1,400 SITE -SPECIFIC EQUIPMENT Quantity Cost Each Total UHF T -band receiver multicoupler2 UHF 450 receiver multicoupler 3 VHF receiver multicoupler 3 Wideband multicoupler at Civic Center 4 DC power system for VA Hospital site 1 AC power inverter for VA Hospital site 1 Adtran Atlas 550 mutiplexers for VA Hospital 2 Total » $620 $435 $435 $235 $235 $235 $235 $235 $235 $65 $260 Monthly Monthly $30 $60 $30 $90 $30 $90 CENTRACOM GOLD ELITE CONSOLE Quantity Monthly Cost Each Total $160 $800 Operator position 5 Centracom card cage 6 Centracom CEB power supply Centracom base interface module Centracom dual receive module Centracom OMI modules 5 Centracom timer module 2 Centracom aux relay module Centracom RS232 module 1 CENTRACOM II+ CONSOLE (PAUCC) Operator position 2 Centracom card cage 3 Centracom CEB power supply 3 Centracom base interface module 3 Centracom dual receive module 0 Centracom OMI modules 2 Centracom timer module 2 6 18 6 10 Total » Quantity Cost Each $160 $15 $2,793 $30 $85 $45 $15 $90 $95 $570 $32 $576 $32 $192 $60 $300 $35 $70 $18 $180 $15 $120 $85 $45 $65 $130 Monthly Monthly Monthly Total $320 $15 $45 $95 $32 $32 $60 $120 $35 $70 $285 $96 $0 25 Professional Services Rev. April 27, 2018 Centracom aux relay module 1 Centracom RS232 module 1 Total » $969 MISCELLANEOUS EQUIP. Quantity $18 $18 $15 $15 Monthly Monthly Cost Each Total CDM monitor receivers 8 $18 $144 UHF T -band control base station (MACS)1 $85 $85 UHF T -band control base station (TAC-3)1 $85 $85 Red -Net control base station 1 $85 $85 Law -Net control base station 1 $85 $85 T -band select control base 1 $85 $85 VHF base station (White) 1 $85 $85 VHF base station (Blue) 1 $85 $85 Antenna combining system 0 T&M Total » $739 NORTAC SIMULCAST Quantity Monthly Monthly Cost Each Total 1/3 split between LA. PA and MV 1 $490 $490 Total » $490 SUMMARY Monthly Total PD -1 SYSTEM $860 PD -2 SYSTEM $860 FD -1 SYSTEM $805 FD -2 (TAC) SYSTEM $805 FIRE STATION ALERTING $1,163 LG-1 SYSTEM $991 LG-2 SYSTEM $991 LG-3 SYSTEM $595 FIBER-OPTIC MULTIPLEXERS $1,400 SITE -SPECIFIC EQUIPMENT $620 CENTRACOM GOLD ELITE CONSOLE CENTRACOM II+ CONSOLE $969 MISCELLANEOUS EQUIP. $739 NORTAC SIMULCAST $490 $14,081 $168,972 $2,793 26 Professional Services Rev. April 27, 2018 Annual Basic Services $168,972 Five -Year Total Basic Services Five -Year Total Additional Services (Not to Exceed) Each Total $500,000 $125,000Cost 27 Professional Services Rev. April 27, 2018 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING - EACH OCCURRENCE $1,000,000 $1,000,000 ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. L 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. Professional Services Rev. April 27, 2018 28 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: //W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. April 27, 2018 29 EXHIBIT "E" DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONSULTANT of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded." CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY's request. ❑ CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, Professional Services Rev. April 27, 2018 30 then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform the project manager of the location of CONSULTANT' s and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. Professional Services Rev. April 27, 2018 31 CITY OF PALO ALTO City of Palo Alto (ID # 9148) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Municipal Resources Group Contract Amendment Title: Approval of Contract Number C18172268 With Municipal Resource Group for Council Appointed Officers Performance Evaluation for a Duration Through June 30, 2019 With the Option to Extend two Additional Years for a Total Not -to -Exceed Amount of $180,000 From: City Manager Lead Department: Human Resources Recommended Motion Staff recommends that City Council approve Contract C18172268 with Municipal Resources Group (MRG) for Council Appointed Officers (CAO) performance evaluations for contract duration of one year with the option under City Council's direction to extend two additional one-year terms. The contract expenditure for services and expenses is $60,000 per year for a contract total not -to -exceed $180,000 when the options to extend are exercised. Background On June 15, 2015, Council approved Contract C15159225 with Municipal Resources Group (MRG) to conduct evaluations for the City Manager, City Attorney, City Auditor, and City Clerk. The scope of services authorized MRG to prepare a questionnaire, conduct interviews, prepare reports, facilitate discussions, prepare summaries, and review options for compensation. The recommended motion to approve a contract extension with MRG will allow continuity of services to evaluate the four CAO's performances and have the flexibility to continue services with MRG based on the CAO Committee's and City Council's direction. Discussion Performance evaluations are a critical tool for assessing employee performance and ensuring that staff is meeting City Council priorities and objectives. Given that a need exists for objectivity and facilitation as well as the time commitment in meeting with nine City Council members (reducing to seven in January 2019), four CAO's, and the CAO Committee, the use of an outside consultant will increase efficiency. City of Palo Alto Page 1 The City has contracted with MRG to provide CAO performance evaluations for the past three years. Upon adoption of the prior contract in 2015 and based upon a review of the market, the City changed consultants from another firm to MRG. Through the past three years, MRG has worked closely with the CAO Committee and the four CAOs in preparing objective CAO performance evaluations each year. Based on the knowledge and expertise provided by MRG through the past evaluation cycles, MRG is recommended to continue services and continuity as the facilitator of the CAO evaluation process. For continuity and based upon the excellent services provided by MRG, staff recommends sole - source approval for a new three-year term. The new agreement's annual costs are comparable to the average annual cost of the prior contract for an expense of $60k per year. The fee per evaluation is pro -rated if a CAO vacancy exists for a portion of the year, or if less than a full evaluation is requested by the City. Resource Impact The FY 2019 City Council Budget, to be considered for adoption by the City Council on June 18, 2018, includes funding for the annual review of Council Appointed Officers. This funding is included in the budget for the City Council in future fiscal years subject to the appropriation of funds through the annual budget process. Environmental Review This is not a project subject to review under the California Environmental Quality Act ("CEQA"). Attachments: • Attachment A: MRG CAO Evaluation Contract City of Palo Alto Page 2 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 CITY OF PALO ALTO CONTRACT NO. C18172268 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MUNICIPAL RESOURCE GROUP, LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 25th day of June, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and MUNICIPAL RESOURCE GROUP, LLC, a California Limited Liability Company, located at 675 Hartz Avenue, Suite 300, Danville, CA 94526 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to perform the annual performance evaluations and compensation adjustment process for its four Council appointed officials ("Project") and desires to engage a consultant to facilitate 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, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", 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 Professional Services Rev. Apri127, 2018 1 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed Sixty Thousand Dollars ($60,000.00) per year for a total compensation not to exceed One Hundred Eighty Thousand Dollars ($180,000.00). Year 1, 06/25/2018 - 06/30/2019, NTE $60,000.00 Year 2, 07/01/2019 - 06/30/2020, NTE $60,000.00 Year 3, 07/01/2020 - 06/30/2021, NTE $60,000.00 CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Professional Services Rev. Apri127, 2018 2 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Mary Egan to have supervisory responsibility for the performance, progress, and execution of the Services and Wayne Tanda 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 Professional Services Rev. Apri127, 2018 3 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 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 Rumi Portillo, Human Resources, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-2124. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT 's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall Professional Services Rev. Apri127, 2018 4 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY' s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior Professional Services Rev. Apri127, 2018 5 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. Professional Services Rev. Apri127, 2018 6 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Professional Services Rev. Apri127, 2018 7 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. Professional Services Rev. Apri127, 2018 8 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. Apri127, 2018 9 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 CONTRACT No. C18171891 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: Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": MUNICIPAL RESOURCE GROUP, LLC 1-DocuSigned by: "- D49E81 B2394445C... Mary Egan Partner SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 10 Professional Services Rev. Apri127, 2018 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 EXHIBIT "A" SCOPE OF SERVICES Project Introduction: CITY is seeking to engage a consultant working directly for the City Council to facilitate the annual performance evaluations and compensation adjustment process for its four Council appointed officials (CAO's), City Manager, City Attorney, City Clerk and City Auditor. Project Background: The City Manager, City Clerk, City Attorney and City Auditor are appointed directly by the City Council and, as such, are reviewed by the City Council on an annual basis in accordance with their individual employment agreements. Such review is necessary in order for Council members to ensure the efficiency of the appointed offices, to provide general feedback on their performance, to set goals for the coming year, and to identify areas of improvement. It is also necessary to review compensation to ensure that the positions are paid appropriately in comparison to the market and their performances. Scope of Work: A. Preparation of Questionnaire: Working with the Council CAO Committee (four members of the City Council) and the CAO's, Consultant will prepare a questionnaire to be used for interviews. The questionnaires will be distributed to Council Members to fill out a week in advance of their scheduled interview/meeting with the Consultant. The questionnaires shall be designed to be a tool to summarize Council Members' estimation of the CAO's attainment of specific goals, as well as their performance in general areas such as communication; key relationships between the CAO and the Council, staff, public, CITY committees and commissions and other government agencies; as appropriate; specific work priorities such as budget, public relations, program management and employee relations; as well as general comment on the CAO's performance of their duties. B. Conduct Interviews, Prepare Report, Facilitate Discussion, Prepare Summary: CONSULTANT will interview each of the (9) Council Members individually, using the interview questionnaire to gather input and evaluation of CAO performance. CONSULTANT will also interview each CAO to gather their estimation of their performance, achievements and ability to meet their established goals and performance objectives. CONSULTANT will consolidate information from all interviews and prepare a written evaluation/report, which will first be reviewed with the Council CAO Committee and then presented to the entire Council in closed session. After presentation of the evaluation/reports, CONSULTANT will facilitate Council discussion of the results of the interviews and input. CONSULTANT will then facilitate discussion of the evaluation report between each CAO and the Council. Professional Services Rev. Apri127, 2018 11 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 C. Review Options for Compensation: Prior to conducting the above performance evaluations, the CONSULTANT will research salary survey information and comparisons with salaries in surrounding agencies for each of the CAO positions and review survey results with the CITY's Human Resource Director. The CONSULTANT will use this information to work with the Council CAO Committee on compensation options to be proposed to the Council and CAO's. After facilitating the performance evaluation meetings with the Council, CONSULTANT will meet with each CAO to de -brief on Council discussion, and to discuss compensation considerations. The Council CAO Committee will make its salary adjustment recommendations to the full Council. The CONSULTANT will be available as a resource at the meeting with the full Council. The CONSULTANT will also be available as a resource for the Council CAO Committee in its negotiations with individual CAO's. The CONSULTANT will prepare a complete file for each of the evaluations, including compensation recommendations and actions, for the permanent CITY record. CONSULTANT to provide the following services: - Create customized Direct Report Questionnaire to include qualitative feedback - Conduct additional meetings with key stakeholders and administer and analyze qualitative questionnaire - Conduct compensation review/study each year of the contract Professional Services Rev. Apri127, 2018 12 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of hours specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Milestones Completion No. of Hours From NTP 1. CITY CAO Evaluation Process 135 Hours 2. Conduct in -person or telephonic interviews 32 Hours 3. Update the compensation comparison information and provide an over -view of the findings 30 Hours 13 Professional Services Rev. Apri127, 2018 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Expenses are to include, but are not limited to mileage, printing of Evaluation documents for closed session and Council packets, etc., parking and postage. CONSULTANT will invoice the City for actual costs. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. Apri127, 2018 14 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 EXHIBIT "C-1" SCHEDULE OF RATES PROJECT FEES CONSULTANT will provide the complete evaluation process for a total annual cost of $60,000 per year. CONSULTANT will invoice for actual hours to provide flexibility in the Direct Report process of interviewing 2 of the 4 Council appointed officials (CAO's) as well as any modified approach taken in the Evaluation Process. If the City should request services outside of the scope of work, CONSULTANT will obtain approval from CITY before beginning additional work. Additional service will be invoiced at $300 per hour 1. CITY CAO Evaluation Process — Review the previous years steps, determine any changes, conduct the Department Director Feedback survey, City Council Feedback survey and provide for in -person or telephonic interviews with each Council Member. Develop the draft CAO evaluations to be discussed and finalized in separately scheduled closed session. 135 hours = $40,500 2. CONSULTANT to schedule and conduct in -person or telephonic interviews with 2 of the four CAO Department Directors Executive Team and other members of the CAO department as requested, as part of the DR feedback. The alternate 2 CAO Department Directors will be interviewed the subsequent year. 32 hours = $9,600 3. CONSULTANT to update the compensation comparison information and provide an over- view of the findings. CONSULTANT to facilitate the compensation discussion and debrief the evaluation process. 30 hours = $9,000 4. Expenses are to include, but are not limited to mileage, printing of Evaluation documents for closed session and Council packets, etc., parking and postage. CONSULTANT will invoice the City for actual costs. Expenses estimated not to exceed $900 Professional Services Rev. Apri127, 2018 15 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING IIRL: https://www.planetbids.com/portal/portal.cfm?CompanyID-25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. Apri127, 2018 16 DocuSign Envelope ID: A8123929-A422-47F2-81FF-4763F0457177 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://W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. Apri127, 2018 17 CITY OF City of Palo Alto (ID # 9255) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: 2515 El Camino Real: Vesting Tentative Map Title: QUASI-JUDICIAL. 2515-2585 El Camino Real [17PLN-00448]: Recommendation on Applicant's Request for Approval of a Vesting Tentative Map to Merge two Lots and Subdivide the Combined 39,953 Square Foot lot Into 13 Residential Condominiums and up to 13 Retail Commercial Units. The Subdivision Map Would Facilitate Construction of the Previously Approved 39,858 Square Foot Mixed -use Development Project (15PLN-00170). Environmental Assessment: Reuse of a Previously Adopted Initial Study/Mitigated Negative Declaration Prepared for the Associated Development Application (15PLN-00170). Zoning District: Neighborhood Commercial (CN) and Community Commercial (CC) (2) Zoning District From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council take the following action(s): 1. Find the project consistent with the Initial Study — Mitigated Negative Declaration (IS- MND) prepared for the associated development application (15PLN-00170) pursuant to California Environmental Quality Act (CEQA); and, 2. Approve the subject vesting tentative map based on the findings and conditions in Attachment B. Executive Summary The applicant proposes a Vesting Tentative Map to merge two lots into one combined 39,953 square foot lot for condominium purposes. The resulting lot would include 13 residential condominiums and up to 13 retail commercial condominium units. The subdivision map would facilitate the construction of the previously approved 39,858 square foot (sf) mixed -use development project (File No. 15PLN-00170) located in the Neighborhood Commercial (CN) and Community Commercial (CC (2)) zoning district. The City previously approved redevelopment of City of Palo Alto Page 1 the former Olive Garden restaurant site and this vesting tentative map was an anticipated component of that development. Draft findings and conditions supporting the vesting tentative map are included in Attachment B. Background The applicant proposes a Vesting Tentative Map to merge two lots and subdivide the combined 39,953 square foot lot into 13 residential condominiums and up to 13 retail commercial condominium units. The subdivision map would facilitate the construction of the previously approved (15PLN-00170) 39,858 sf mixed -use development project. The first floor would include retail condominium space and floors two and three would include residential condominium building area. Access to the underground and surface parking is from Grant and Sherman Avenue. No access will be provided from El Camino Real, the existing curb cut will be removed. Short-term bicycle parking spaces are proposed near the main entrance of the building on Grant Avenue and long- term bicycle parking would be provided in two secured areas of the underground parking garage. The approved development provides 104 parking spaces. As part of the development application approval, the City Council approved a parking reduction of four spaces as provided for in the Zoning Code based on a shared parking analysis which allows a reduction of 20% of the total spaces required for the site. The entire project with the exception of the individual condominium units, are to be held by all of the owners in common. The common area includes land; drive aisles, ramp, street easement area, parking garage, joint use utility facilities, elevator and stairs, trash room, and storm water treatment and access, surface parking, garage, structural support, and sewer and drainage are further defined in the draft Combined Condominium Declaration and Covenants, Conditions and Restrictions, provided in Attachment E. Provided below is a summary table that further defines the approved building uses. Table 1: Approved Building Use Organization Commercial (sf) Residential (sf) Office (sf) Total First Floor 13,573 None None 13,573 Second/Third Floors None 13 units (19,973) 6,312 26,285 Total 13,573 19,973 6,312 39,858 Discussion Consistency with Application Findings City of Palo Alto Page 2 The necessary findings for approval of the Vesting Tentative Map are contained in State law and incorporated into Title 21 of the Municipal Code. Under the Subdivision Map Act, the PTC must recommend and Council must make a series of "reverse" findings to justify approval. If the findings cannot be made, the subdivision must be approved. In particular, under Government Code Section 66474, the Council shall recommend denial of a Tentative Map if it makes any of the following findings: a) That the proposed map is not consistent with applicable general and specific plans. b) That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans. c) That the site is not physically suitable for the type of development. d) That the site is not physically suitable for the proposed density of development. e) That the designs of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. f) That the design of the subdivision or type of improvements is likely to cause serious public health problems. g) That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. Some relevant factors are discussed below and a detailed review of the proposed project's consistency with applicable Title 21 findings has been performed and can be found in Attachment B. The property is located in the CC(2) and CN district. The proposed building is located entirely within the CN zone and the parking area is within the CC(2) zone. The zoning districts do not prescribe minimum lot width, depth, and area for parcels. The block is developed with office and residential buildings. The subject property is consistent with the surrounding zoning and land uses. The project site consists of two parcels located on the northeast side of El Camino Real, between Sherman and Grant Avenues (see location map, Attachment A). The relatively flat lot was formally developed with the Olive Garden restaurant (on the 2515 El Camino Real parcel) and two, connected surface parking lots (on both parcels) supporting the restaurant. None of the trees on -site are protected trees under PAMC 8.10, however, street trees are regulated under PAMC 8.04. The proposed project would involve removal of all 18 existing on -site trees and 5 street trees. A total of 29 trees would be planted. City of Palo Alto Page 3 Zoning Compliance' As noted in this report, the subdivision application is tied to a previously approved development application (15PLN-00170) that was deemed compliant with the applicable zoning regulations set forth in the CC(2) and CN zoning district. A detailed review of the proposed project's consistency with applicable zoning standards has been performed and summarized in a table provided in Attachment C. Multi -Modal Access & Parking Hexagon Transportation Consultants Inc. (Hexagon) prepared a Traffic Impact Analysis (TIA) for the project. The report noted there is good connectivity for pedestrians to and from the site, and the project would provide pedestrian paths to connect the sidewalks on El Camino Real, Grant Avenue, and Sherman Way to the project site. The Site Plan indicates a 12 -foot wide public sidewalk along El Camino Real and a 10 -foot wide sidewalk easement along Sherman Avenue. The project adheres to the Pedestrian and Bicycle Master Plan by improving and widening sidewalks on El Camino Real. A public access easement will be dedicated with the proposed Final Map to the City for an additional 4.5 feet of sidewalk between the property line and back -of -walk along the El Camino Real frontage to provide the 12 -foot wide sidewalk. There are numerous bicycle lanes in the vicinity of the project, including on Page Mill Road, California Avenue, and Park Boulevard. Bicycle trips resulting from the project could be accommodated by the existing facilities in the area. The project site would be accessed via two driveways, one located on Grant Avenue and on Sherman Avenue. The two -driveways would provide direct access to the proposed surface parking and underground parking garage. Based on the site configuration, most inbound and outbound project traffic from El Camino Real would be expected to access the project site via the full access driveway at Grant Avenue. The Sherman Avenue access would be expected to be used by drivers traveling to the north on El Camino Real and from the local area. Planning and Transportation Commission Review The Vesting Tentative Map application (15PLN-00448) was reviewed by the Planning and Transportation Commission on June 13, 2018. The Commission conducted a public hearing; no comments were received against the project. The Commission voted 5-0 to recommend approval of the tentative map to Council. Policy Implications The proposed Vesting Tentative Map is consistent with the Comprehensive Plan, in that the site is designated as "Regional/Community Commercial" and "Neighborhood Commercial" and will be developed in a manner consistent with these land uses (i.e. multiple -family, retail, and office land uses). The subdivision map will also facilitate the redevelopment of a parcel within the 1 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-altoca City of Palo Alto Page 4 City's urban service area which is consistent with many Policies, including Policy L-1.1 of the Comprehensive Plan. The associated mixed -use development to be constructed on the lot would create new residential units that add to the housing inventory, as well as retail and office space that provide multi -benefits in terms of employment opportunities and services for the community which is consistent with Policy L-1.5. Consistencies with other Comprehensive Plan policies are included in Attachment B of this report. Resource Impact The applicant will pay a one-time development impact fee to the City in the sum total of approximately $1,004,830. Timeline Upon adoption of the Vesting Tentative Map by Council, the applicant will have two years to obtain Final Map approval. The Final Map is reviewed for approval by City Council. Environmental Review The subject map was included as part of the project scope outlined in the Initial Study — Mitigated Negative Declaration (IS-MND) prepared for the associated development application (15PLN-000170) that was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The IS-MND was circulated for public review beginning January 19, 2016, through February 18, 2016, and adopted by the Director of Planning and Community Environment on May 22, 2016. The Initial Study prepared for the project determined that there would be significant impacts that require mitigation measures to reduce them to a less than significant level. These include mitigations for construction noise and appropriate construction methodology to prevent soil vapor intrusion into the structure. The Final IS-MND is provided in Attachment E of this report. The development application and this vesting tentative map include conditions that will ensure implementation of these mitigation measures. Attachments: Attachment A: Location Map(PDF) Attachment B: Record of Land Use Action (DOCX) Attachment C: Zoning Comparison Table (DOC) Attachment D: Applicant's Project Description (PDF) Attachment E: Initial Study, Project Plans, CC&Rs (DOCX) City of Palo Alto Page 5 `I21WIa /,_ .._._-"imb..- � AV 2.-n:;AT19. MP smi ors VI MAW MA �t .1LsZMIAV A...ig.JAM,A.I AV IlWiAsw ARV/ - %.51•111FA/R mr �.�s+s. �.�: w� ' sAt..ILI AlHAV••V A.'/ ArlIM.,..'L`APVI O/ si/S-!M. M i /.Ammo1AA..►A_-w.w/ i ,,�-AID, Ar/ �c 1� ,,. AIROl IMISIAL\1_'/ AVAIN ®�-dam s AVIIffligWACIA AAA .A\11 /2•741911CAMAAM.A. 'Ii /APIMIIMIVAAr A. r t•AIA•�' I . rlICIE IJ91v All V` AfiZIWIEMI RV "JVW A/ =V7,I1 A.I AY . ILMVA A.I AI/ �� Of .AAA Al IFT Al A/.INIA.I Of .`' VW A, P:41MI A/ -A.lII IA- A/ IA- IV 'A! A li=ra AMA'11 .o�r,ncu..iL I - ! 1 wI .1 UI 7..'......•...111 .Mo....••r I...rz: L.N. 41 i..a.u..I1 1 . `9...4. ...........II..\ 7.7. !?....:11...9. .AV i w A..•.' a • Jn. lk 51MI \II 11...11 \..1 'ME MI • - Ai. 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The City of Palo Alto assumes no responsibility for any enors©1989 to 2014 City of Palo Alto ATTACHMENT B ACTION NO. 2018-XX RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 2515 and 2585 EL CAMINO REAL: VESTING TENTATIVE MAP, 17PLN-0448 At its meeting on , 2018, the City Council of the City of Palo Alto ("City Council") approved the Vesting Tentative Map for the development of 13 residential condominium units and up to 13 retail spaces, making the following findings, determinations and declarations: SECTION 1.Background. The City Council of the City of Palo Alto ("City Council") finds, determines, and declares as follows: A. On November 21, 2017, Palo Alto Properties Investment, LLC applied for a Vesting Tentative Map for condominium purposes ("The Project"). B. The project site is comprised of two existing lots (APN No. 124-33-066 and 124-33- 067) of approximately 39,953 square feet. The site contains one existing commercial structure. Residential and office land uses are located adjacent to the lot to the north, commercial use (restaurant and motel) to the west and east. To the project's south, across a major arterial road (El Camino Real), mixed -use. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on , 2018, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study -Mitigated Negative Declaration (IS-MND). An Initial Study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for construction noise and appropriate construction methodology to prevent soil vapor intrusion into the structure. The IS-MND was made available for public review beginning January 19, 2016 through February 18, 2016, and approved by the Director of Planning and Community Environment on May 22, 2016. The Initial Study and Mitigated Negative Declaration are contained as Attachment E in the March 17, 2016, Architectural Review Board Staff Report (ID #6623). SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Vesting Tentative Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: 1 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: Policy L-1.1: Limit future urban development to currently developed lands within the urban service area [...] The Project site is located within the urban service area and the Project is consistent with this policy by continuing the reuse of land within this area; and Policy L-1.5: Encourage land uses that address the needs of the community and manage change and development to benefit the community. The Project would facilitate the construction of a mixed -use commercial, office and residential development that would create 13 new residential units, ground -floor retail and office space that maximizes the lot's utility to the benefit of the surrounding community; and Policy L-2.2: Enhance connections between commercial and mixed -use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. The Project provides a 4.5 -foot public access easement along the El Camino Real street frontage to accommodate a 12 -foot -wide sidewalk that will serve to enhance the pedestrian environment. Additionally, 8 short-term bicycle parking facilities are provided in on Sherman Avenue (an additional 18 long-term bike lockers are provided in the below - grade parking garage) which encourages active modes of transportation such as bicycling; and Policy L- 4.2: Encourage street frontages that contribute to retail vitality in all Centers. Reinforce street corners in a way that enhances the pedestrian realm or that form corner plazas. Include trees and landscaping. The approved development project associated with the subdivision Project provides a highly visible and substantial open plaza with pedestrian -friendly amenities such as seating areas, decorative pavers and planters that will visually engage and promote activity within the development. 3. That the site is not physically suitable for the type of development: The Project site is suitable for mixed use development; it is comprised of two large relatively flat lots in a commercial corridor along a major arterial road (El Camino Real) in the Community Commercial (CC (2)) and Neighborhood Commercial (CN) zoning district. The lot would be subdivided into one parcel; for condominium purposes not to exceed thirteen (13) residential condominium units and thirteen (13) retail spaces. There is no required minimum site area, width, or depth for mixed -use developments in the CC (2) and CN zoning district. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 -foot effective sidewalk width. The Project site would allow for thirteen multi -family residential units as permitted for mixed -use developments in the CN and CC (2) zoning district. 4. That the site is not physically suitable for the proposed density of development: The project would create thirteen multi -family residential units which are compliant with the maximum allowable residential density as calculated for the total site area (15 DU/acre = 13 DU). See Palo Alto Municipal Code Section 18.16.060 —Table 4 (3). 2 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the Director of Planning and Community Environment on May 22, 2016, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that the property is currently developed and not adjacent to sensitive habitat areas. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies a few potentially significant impacts related to the associated development project's improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for construction noise and appropriate construction methodology to prevent soil vapor intrusion into the structure as reported in the Final IS-MND approved by the Director of Planning and Community Environment on May 22, 2016. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 -foot effective sidewalk width. SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 67 of this Record. SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by John Koroyan titled "Vesting Tentative Map For Condominium Purposes," consisting of three (3) pages, stamped as received March 20, 2018, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance 3 with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval Planning Division 1. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval and is attached for convenience. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project's MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. 2. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $1,004,828.95 per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. 3. IMPACT FEE 90 -DAY PROTEST PERIOD. The applicant is hereby notified that the approved plans, these conditions of approval, and the adopted City fee schedule constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90 -DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90 -day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Building Division 4. All occupancy separations, rated shafts and easements shall be constructed and maintained 4 per the draft of the COMBINED CONDOMINIUM DECLARATION AND COVENANTS, CONDITIONS AND RESTRICTIONS dated March 13, 2018. Public Works Engineering Department 5. Off -site improvements such as curb and gutter, sidewalk replacement, street tree replacement and/or new street trees, street lights, utility upgrades or street resurfacing, striping are typically required with subdivisions. Since the proposed projects are part of subdivision, applicant(s) shall be aware that off -site improvements such as those listed above will be required. At a minimum plans provide an Off -site improvement Plan set that show new curb, gutter and sidewalk along the project frontages to be removed and replaced, full street width resurfacing (grind and overlay) will be required, new street trees, striping, all off -site utility upgrades. Applicant shall meet with Urban Forestry to evaluate if a new street trees can be planted along the project frontages. 6. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Final Map. 7. Provide closure calculations and cost estimate for the off -site improvements described above. 8. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 9. Siegfried Engineering will be retained to review, sign and stamp the Final Map associated with your project. The applicant will be required to provide payment to cover the cost of Siegfried Engineering's review and the City must receive payment prior to beginning the final review process. PRIOR TO FINAL MAP RECORDATION. 10. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. 11. The property owner shall provide a public access easement for the additional dimension of sidewalk between the property line and back of walk and/or building edge to create a 12' free and clear sidewalk. Applicant shall plot and label the public access easement on the Final Map. 12. Submit wet signed and stamped mylar copy of the Final Map to Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 13. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 5 14. Provide electronic copies of all documents provided. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 15. Final Map shall be recorded with County Recorder. Utilities Electrical Engineering 16. The applicant shall grant the City the easement to access the transformer that will serve the new building. Housing/BMR 17. Below Market Rate (BMR) Housing Requirement: This project's total BMR requirement is two (2) units. 18. All BMR units constructed under this condition shall be in conformance with the City's BMR Program rules and regulations. A BMR Agreement in a form acceptable to the City Attorney for the two (2) BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. 19. Thy, -, plieant i hcrcby notified a red by Government Ceec § 6600, H3.1.2 of the City of Palo Alto Comprehensive Plan constitute written notice of thc description of+hl, dedications r r tions amount of fees and other exactions related to the project. As of the date of project approval, thc 90 day period has begun in which the applicant may protest any dedications, r tions fccs +h„r bons i mposed by the City. Failure to file a protest in compliance with all of the requirements of Government Code § 66020 will result in a legal bar to challenging the dedications, reservations, fccs or other exactions. Fire Department The public fire hydrant at the intersection of El Camino Real and Sherman Ave shall be upgraded to a Clow model 76 fire hydrant (two 2-1/2 and one 4-1/2). Contact CPA WGW 650- 566-4501 to submit work order. SECTION 7. Term of Approval. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting 6 Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by John Koroyan titled "Vesting Tentative Map for Condominium Purposes," consisting of three pages, stamped March 20, 2018. 7 ATTACHMENT C ZONING COMPARISON TABLE 2515-2585 El Camino Real, File No. 17PLN-00448 Vesting Tentative Map Table 1: COMPARISON WITH CHAPTER 18.16 (CN DISTRICT) Regulation Required Existing Proposed Minimum Site Area none 39,953 sf (0.91 acres) 0.91 acres Minimum Site Width ** none 153 feet 153 feet Minimum Site Depth none 250 feet 250 feet Maximum Residential Density* 13 units None 13 units BMR units None required N/A 2 *There's no development proposed on the CC (2). The lot will contain surface parking for the project. **Irregular shaped lot -average width Palo Alto Properties Investment, LLC December 1, 2017 Ms. Hillary Gitelman Director of Planning City of Palo Alto 250 Hamilton Avenue, 5th Fl Palo Alto, CA 94301 Dear Ms. Gitelman, The project at 2515 El Camino Real in Palo Alto, CA proposes a three-story mixed -use building on the 39,953 square foot site. The building sits on a one level below -grade parking and consist of commercial space and residential condominium units. This subdivision has incorporated the design provisions as set forth in PAMC Chapter 21.20 and 21.28, and is consistent with the entitled plans and the Palo Alto comprehensive plan. Drainage has been designed to direct storm runoff to bio-treatment basins prior to entering the city storm drain system. Furthermore, overland release has been designed to avoid flooding and graded to release to the public street. Public utilities, facility infrastructure, and other improvements have been designed in accordance with City of Palo Alto Standards and Specifications. Sincerely, Jia Qiang Palo Alto Properties Investment LLC, Parent: Huafa Industrial (US) Co., Ltd. One Market Street, Steuart Tower, Suite 1475 QIANGJIA@ushuafa.com (415) 610-5128 Palo Alto Properties Investment, LLC One Market Plaza, Steuart Tower, Suite 1475 San Francisco, CA 94105 T:415-610-5127, F:415-872-0882 Attachment E Initial Study — Mitigated Negative Declaration Project Plans Combined Condominium Declaration and Covenants, Conditions and Restrictions (Draft) Hardcopies of the initial study and project plans are provided to Board members. These documents are available to the public online and/or by visiting the Planning and Community Environmental Department on the 4th floor of City Hall at 250 Hamilton Avenue. (Note — new temporary location on 4t" floor) Directions to review Project plans online: 1. Go to: http://bit.ly/PaloAltoPlanningProjects 2. Scroll down the center of the page and click "View pending projects" 3. Scroll to find "2515 El Camino Real" and click the address link 4. On this project specific webpage you will find a link to the Initial Study — Mitigated Negative Declaration and other important information CITY OF PALO ALTO TO: HONORABLE CITY COUNCIL FROM: JONATHAN LAIT, INTERIM DIRECTOR, PLANNING AND COMMUNITY ENVIRONMENT DATE: JUNE 25, 2018 SUBJECT: AGENDA ITEM NUMBER 8 - CONSENT (QUASI-JUDICIAL): 2515-2585 El Camino Real [17PLN-00448]: Vesting Tentative Map Merging Two Lots and Subdividing the Combined 39,953 sf Lot Into 13 Residential Condominiums and up to 13 Retail Commercial Units and Facilitating Construction of the Previously Approved 39,858 sf Mixed -use Development Project (15PLN-00170). Staff recommends that the Record of Land Use (RLUA) Action provided with CMR #9255 be updated to revise Condition of Approval #15 to accommodate the applicant's construction scheduling issues. Public Works Engineering staff agreed to issue the Grading & Excavation permit once the Vesting Tentative Map (VTM) was approved and the appeal period had passed (and with the proper security provided for the grading permit scope of work). An updated RLUA is attached and the specific modifications to Condition of Approval #15 are reprinted here for convenience: PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT: 15. €Trawl Map shall be recorded with County Recorder. As the Conditions of Approval for this development did not prohibit grading permit issuance prior to map recordation, PWE will allow the grading permit to be issue in advance of Final Map recordation pending the following items are addressed: (1) The Vesting Tentative Map needs to be approved by Council and the appeal period passed (2) Applicant will need to provide a grading bond to the City. Please provide an engineer's stamped and signed estimate for grading, drainage and C.3 work for City review. The bond must be provided in advance of grading permit issuance. The Final Map must be recorded with the County Recorder prior to Building permit issuance. h.n Lait im PCE Director Ja es Keene City Manager 1 of 1 t ATTACHMENT B ACTION NO. 2018-XX RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 2515 and 2585 EL CAMINO REAL: VESTING TENTATIVE MAP, 17PLN-0448 At its meeting on , 2018, the City Council of the City of Palo Alto ("City Council") approved the Vesting Tentative Map for the development of 13 residential condominium units and up to 13 retail spaces, making the following findings, determinations and declarations: SECTION 1.Background. The City Council of the City of Palo Alto ("City Council") finds, determines, and declares as follows: A. On November 21, 2017, Palo Alto Properties Investment, LLC applied for a Vesting Tentative Map for condominium purposes ("The Project"). B. The project site is comprised of two existing lots (APN No. 124-33-066 and 124-33- 067) of approximately 39,953 square feet. The site contains one existing commercial structure. Residential and office land uses are located adjacent to the lot to the north, commercial use (restaurant and motel) to the west and east. To the project's south, across a major arterial road (El Camino Real), mixed -use. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on , 2018, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study -Mitigated Negative Declaration (IS-MND). An Initial Study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for construction noise and appropriate construction methodology to prevent soil vapor intrusion into the structure. The IS-MND was made available for public review beginning January 19, 2016 through February 18, 2016, and approved by the Director of Planning and Community Environment on May 22, 2016. The Initial Study and Mitigated Negative Declaration are contained as Attachment E in the March 17, 2016, Architectural Review Board Staff Report (ID #6623). SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Vesting Tentative Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: Policy L-1.1: Limit future urban development to currently developed lands within the urban service area (...] The Project site is located within the urban service area and the Project is consistent with this policy by continuing the reuse of land within this area; and Policy L-1.5: Encourage land uses that address the needs of the community and manage change and development to benefit the community. The Project would facilitate the construction of a mixed -use commercial, office and residential development that would create 13 new residential units, ground -floor retail and office space that maximizes the lot's utility to the benefit of the surrounding community; and Policy L-2.2: Enhance connections between commercial and mixed -use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. The Project provides a 4.5 -foot public access easement along the El Camino Real street frontage to accommodate a 12 -foot -wide sidewalk that will serve to enhance the pedestrian environment. Additionally, 8 short-term bicycle parking facilities are provided in on Sherman Avenue (an additional 18 long-term bike lockers are provided in the below - grade parking garage) which encourages active modes of transportation such as bicycling; and Policy L- 4.2: Encourage street frontages that contribute to retail vitality in all Centers. Reinforce street corners in a way that enhances the pedestrian realm or that form corner plazas. Include trees and landscaping. The approved development project associated with the subdivision Project provides a highly visible and substantial open plaza with pedestrian -friendly amenities such as seating areas, decorative pavers and planters that will visually engage and promote activity within the development. 3. That the site is not physically suitable for the type of development: The Project site is suitable for mixed use development; it is comprised of two large relatively flat lots in a commercial corridor along a major arterial road (El Camino Real) in the Community Commercial (CC (2)) and Neighborhood Commercial (CN) zoning district. The lot would be subdivided into one parcel; for condominium purposes not to exceed thirteen (13) residential condominium units and thirteen (13) retail spaces. There is no required minimum site area, width, or depth for mixed -use developments in the CC (2) and CN zoning district. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 -foot effective sidewalk width. The Project site would allow for thirteen multi -family residential units as permitted for mixed -use developments in the CN and CC (2) zoning district. 4. That the site is not physically suitable for the proposed density of development: The project would create thirteen multi -family residential units which are compliant with the maximum allowable residential density as calculated for the total site area (15 DU/acre = 13 DU). See Palo Alto Municipal Code Section 18.16.060 —Table 4 (3). 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the Director of Planning and Community Environment on May 22, 2016, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that the property is currently developed and not adjacent to sensitive habitat areas. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies a few potentially significant impacts related to the associated development project's improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for construction noise and appropriate construction methodology to prevent soil vapor intrusion into the structure as reported in the Final IS-MND approved by the Director of Planning and Community Environment on May 22, 2016. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 -foot effective sidewalk width. SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 6 of this Record. SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by John Koroyan titled "Vesting Tentative Map For Condominium Purposes," consisting of three (3) pages, stamped as received March 20, 2018, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval Planning Division 1. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEC.A), shall be incorporated by reference as conditions of approval and is attached for convenience. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project's MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. 2. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $1,004,828.95 per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. 3. 90 -DAY PROTEST PERIOD. The applicant is hereby notified that the approved plans, these conditions of approval, and the adopted City fee schedule constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90 -DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90 -day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Building Division 4 4. All occupancy separations, rated shafts and easements shall be constructed and maintained per the draft of the COMBINED CONDOMINIUM DECLARATION AND COVENANTS, CONDITIONS AND RESTRICTIONS dated March 13, 2018. Public Works Engineering Department 5. Off -site improvements such as curb and gutter, sidewalk replacement, street tree replacement and/or new street trees, street lights, utility upgrades or street resurfacing, striping are typically required with subdivisions. Since the proposed projects are part of subdivision, applicant(s) shall be aware that off -site improvements such as those listed above will be required. At a minimum plans provide an Off -site improvement Plan set that show new curb, gutter and sidewalk along the project frontages to be removed and replaced, full street width resurfacing (grind and overlay) will be required, new street trees, striping, all off -site utility upgrades. Applicant shall meet with Urban Forestry to evaluate if a new street trees can be planted along the project frontages. 6. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Final Map. 7. Provide closure calculations and cost estimate for the off -site improvements described above. 8. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 9. Siegfried Engineering will be retained to review, sign and stamp the Final Map associated with your project. The applicant will be required to provide payment to cover the cost of Siegfried Engineering's review and the City must receive payment prior to beginning the final review process. PRIOR TO FINAL MAP RECORDATION. 10. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. 11. The property owner shall provide a public access easement for the additional dimension of sidewalk between the property line and back of walk and/or building edge to create a 12' free and clear sidewalk. Applicant shall plot and label the public access easement on the Final Map. 12. Submit wet signed and stamped mylar copy of the Final Map to Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 13. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 14. Provide electronic copies of all documents provided. PRIOR TO ISSUANCE OF A BUILDING PERMIT 15. al s;a' e-reserdcd t -q CountyReeerdcr. As the Conditions of Approval for this development did not prohibit grading permit issuance prior to map recordation, PWE will allow the grading permit to be issue in advance of Final Map recordation pending the following items are addressed: (1) The Vesting Tentative Map needs to be approved by Council and the appeal period passed (2) Applicant will need to provide a grading bond to the City. Please provide an engineer's stamped and signed estimate for grading, drainage and C.3 work for City review. The bond must be provided in advance of grading permit issuance. The Final Map must be recorded with the County Recorder prior to Building permit issuance. Utilities Electrical Engineering 16. The applicant shall grant the City the easement to access the transformer that will serve the new building. Housing/BMR 17. Below Market Rate (BMR) Housing Requirement: This project's total BMR requirement is two (2) units. 18. All BMR units constructed under this condition shall be in conformance with the City's BMR Program rules and regulations. A BMR Agreement in a form acceptable to the City Attorney for the two (2) BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. Fire Department 19. The public fire hydrant at the intersection of El Camino Real and Sherman Ave shall be upgraded to a Clow model 76 fire hydrant (two 2-1/2 and one 4-1/2). Contact CPA WGW 650- 566-4501 to submit work order. 6 SECTION 7. Term of Approval. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared byJohn Koroyan titled "Vesting Tentative Map for Condominium Purposes," consisting of three pages, stamped March 20, 2018. CITY OF PALO ALTO City of Palo Alto (ID # 9278) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approval of An Amendment to the Maintenance Agreement with PAUSD to Add 2 Years to the Term Title: Approval of Amendment Number 1 to the Agreement With Palo Alto Unified School District (PAUSD) for PAUSD Athletic Field Brokering and Maintenance Cost -sharing to Extend the Term to December 2019 From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve and authorize the City Manager to execute the attached Amendment No. 1 to the Agreement with Palo Alto Unified School District for athletic field and tennis court maintenance cost -sharing, community use of the school district's elementary and middle school fields as well as tennis and basketball courts at middle and high schools, which will continue to be brokered by the City for recreational and athletic use retroactive to January 1, 2018 through June 30, 2019 with an option to extend once to December 31, 2019. (Attachment A). Background In 1993, the City and PAUSD met to discuss maintenance needs of school district athletic fields in light of school district budget constraints and continued public use of school district fields. A partnership was formed and commenced in 1995 for the City to maintain select PAUSD athletic fields for both school and community use with the City and PAUSD contributing an equal cost share. The partnership also included an equal cost share for capital improvements to athletic fields. The agreement has since been revised several times and no longer includes a cost share for capital improvements (Attachment B). The cost of capital improvements is now fully incurred by PAUSD. The agreement encompasses the maintenance and brokering of the athletic fields at 13 elementary schools and three middle schools, and tennis courts at five district schools. The City manages the brokering of PAUSD athletic fields and tennis courts for public community use outside of school activity hours Revenue is shared between both parties. City of Palo Alto Page 1 Discussion City and PAUSD staff have been collaboratively working toward a new negotiated agreement, however; there are contract terms that are still being discussed, which has resulted in a delay to finalizing a new agreement. The attached amendment will extend the existing agreement to June 30, 2019 (with an option to extend to December 31, 2019) to ensure that field maintenance and brokering continue while a new contract is negotiated. The amendment does not alter the 50/50 cost -sharing of the maintenance between the City and PAUSD. The amendment provides for the continued maintenance of school district fields at all PAUSD elementary schools, as well as the fields at Jane L. Stanford (JLS) and Jordan Middle Schools. The maintenance of turf areas includes mowing, edging, de -thatching, reseeding, aeration, and maintenance of irrigation heads, valves, and controllers. The fields at Terman Middle School are dedicated park land and are maintained in a manner similar to other City park maintenance standards. The agreement also provides for the maintenance of tennis courts and basketball courts at Jordan, Terman, and JLS Middle Schools and at Gunn and Palo Alto High Schools. This work includes periodic sweeping of the court surfaces and washing during the summer months. The agreement between the PAUSD and the City for field maintenance has been in place since 1995 with revisions since that time. The amendment to this agreement does not change the previous and most recent agreement terms and conditions. The terms of sharing expenses for field and court maintenance continue to be divided evenly between PAUSD and the City (50% / 50%). The City will continue to broker the fields, tennis courts, and basketball courts in accordance with the Council -approved Field Use Policy. This policy is intended to ensure that residents, both youth and adults, have fair access to PAUSD and City -owned fields and athletic facilities. The criteria incorporated into the Field Use Policy helps ensure Palo Alto youth and non-profit sports clubs have top priority access to field space for practice and competition. The terms of the revenue sharing between the City and PAUSD, for fees collected for renting the PAUSD fields the City maintains as defined in this agreement, continue to be 60% City / 40% District. The City places a high priority on the maintenance of school playing fields, community access to athletic fields and tennis courts for physical fitness, recreation, and safety. This agreement will continue the commitment to high quality turf and court surfaces. Resource Impact City of Palo Alto Page 2 This recommendation has been budgeted as a continuing program in the Fiscal Year 2018 and 2019 budgets. There will be no additional General Fund or Capital Fund financial impact. During the 18 month term of this amendment, the cost for field maintenance is anticipated to be $1.1M with PAUSD reimbursing the City for half the cost. Environmental Review This amendment is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to section 15301 (existing facilities) of the CEQA guidelines. Therefore, no environmental assessment is required. Attachments: • Attachment A: PAUSD Amendment Number 1 Field Maintenane Cost Sharing • Attachment B: PAUSD and City Field Maintenance Agreement City of Palo Alto Page 3 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY CONCERNING THE PUBLIC USE, BROKERING AND MAINTENANCE OF DISTRICT -OWNED ATHLETIC FIELDS, TENNIS COURTS AND BASKETBALL COURTS JOINTLY USED BY SCHOOL STUDENTS AND THE GENERAL PUBLIC This Amendment No. 1 to the "Agreement Between The City Of Palo Alto And The Palo Alto Unified School District Of Santa Clara County Concerning The Public Use, Brokering And Maintenance Of District -Owned Athletic Fields, Tennis Courts And Basketball Courts Jointly Used By School Students And The General Public" ("Contract") is entered into June 25, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "CITY") and the PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY, a unified school district organized and existing under the Laws of the State of California (the "DISTRICT") (individually, a "Party" and, collectively, the "Parties"), in reference to the following facts and circumstances: RECITALS A. The Contract was entered into between the Parties on or about January 1, 2014 for the use, maintenance, and related cost -sharing of District -owned athletic fields and courts. B. The Parties intend to retroactively extend the Contract through June 30, 2019 with an optional extension of an additional six months. C. The Parties wish to amend the Contract for the purposes described herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Subsection 2.1 of Section 2 TERM AND TERMINATION of the Contract is hereby amended to read as follows: 2.1 The term of this Agreement will commence at 6:00 a.m. on January 1, 2014, and end on June 30, 2019, subject to the earlier termination of this Agreement by any Party hereto upon ninety (90) days' advance written notice. The preceding sentence notwithstanding, this Agreement is subject to the fiscal provisions of the Charter of the CITY and other Laws of the CITY and the DISTRICT, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated by the Council or Board of Education for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are not appropriated by the Council or Board of Education for a 1 of4 portion of the fiscal year and funds for this Agreement are no longer available. The CITY or the DISTRICT will use reasonable efforts to give the other Party reasonable notice of termination in the event that funds will not be appropriated. No provision is made for the automatic extension or renewal of the term. SECTION 2. Subsection 2.3 of Section 2 TERM AND TERMINATION of the Contract is hereby added to read as follows: 2.3 The term of this Agreement may be extended one time for an additional six (6) months by written agreement of the parties executed at least seven (7) calendar days before expiration of the term. Nothing in this Agreement requires either party to renew or extend this Agreement or to enter into negotiations regarding the renewal or extension of this Agreement. SECTION 3. Subsection 5.1 of Section 5 PAYMENTS OF COSTS OF MAINTENANCE of the Contract is hereby amended to read as follows: 5.1 The allocable annual costs of Maintenance and water (plus equipment costs and salary and benefits costs, as appropriate) for the Facilities are estimated by the CITY to be the following: Year Estimated Maintenance Cost 2014 $650,000 2015 $650,000 2016 $650,000 2017 $650,000 2018 $650,000 2019 $650,000 Actual costs shall be shared in the ratio of 50:50 between the CITY and the DISTRICT. SECTION 4. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this refer- ence: a. Attachment "B" entitled "Fee Schedule and Program". SECTION 5. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereto have by their duly authorized representatives executed this Amendment on the date first above written. 2of4 CITY OF PALO ALTO APPROVED AS TO FORM: PALO ALTO UNIFIED SCHOOL DISTRICT: Attachments: ATTACHMENT B: FEE SCHEDULE AND PROGRAM 3 of 4 ATTACHMENT B Fee Schedule and Program Athletic Field Rentals** 2018-2019 Baseball Fields $7.50 - 162.00/hr.* Soccer Fields $7.50 - 162.00/hr.* Softball Fields $7.50 - 162.00/hr.* Lights $27.00/use Tennis Court Rentals** Tennis Tournament Court Use Fee $5.00 — 16/hr./court* * Athletic fields' fees will be reduced by 50% for nonprofit users. Proof of nonprofit status will be required for fee reduction. However, there shall be no fee reduction if any fee or donation is required by the nonprofit organization permit holder in connection with the use of the permitted field or tennis court. ** Rates are subject to change subject to the City's Municipal Fee Schedule. Facilities covered by these fees include: City Sites/Parks Palo Alto Unified School District Sites Terman Park All Elementary Schools -Open or Closed Jordan Middle School J.L. Stanford Middle School Palo Alto High School Tennis Courts Gunn High School Tennis Courts 4 of 4 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND THE PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY CONCERNING THE PUBLIC USE, BROKERING AND MAINTENANCE OF DISTRICT -OWNED ATHLETIC FIELDS, TENNIS COURTS AND BASKETBALL COURTS JOINTLY USED BY SCHOOL STUDENTS AND THE GENERAL PUBLIC This AGREEMENT CONCERNING FIELD AND COURT USE, BROKERING AND MAINTENANCE (the "Agreement") is entered into as of January 1, 2014 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "CITY") and the PALO ALTO UNIFIED SCHOOL DISTRICT OF SANTA CLARA COUNTY, a unified school district organized and existing under the Laws of the State of California (the "DISTRICT") (individually, a "Party" and, collectively, the "Parties"), in reference to the following facts and circumstances: RECITALS: A. Section 10900 et seq. of the California Education Code authorizes public authorities (e.g., cities and school districts) to organize, promote and conduct programs of community recreation, establish systems of playgrounds and recreation, and acquire, construct, improve, maintain and operate recreation centers within or without the territorial limits of such public authorities. B. Section 10905 of the California Education Code authorizes public authorities to enter into agreements with each other for the maintenance of recreation centers. C. Section 10910 of the California Education Code provides that the governing body of any school district may use or grant the use of any grounds of the school district to any other public authority for the organizing, promoting and conducting of community recreation whenever such use will not interfere with the use of those facilities for any other purpose of the public school system. D. The Parties have jointly kept open for school student and general public use in Palo Alto the athletic fields, basketball courts and tennis courts at the elementary and middle schools and the tennis courts at Palo Alto and Gunn High Schools, and they desire to continue arrangements for their common use. E. The Parties are interested in continuing a long-term, joint funding arrangement under which the CITY will undertake the maintenance of the athletic field areas of the thirteen elementary schools and the two middle schools, basketball and tennis court areas and the two high school tennis courts, and the eight shared -use exterior basketball court areas and the two tennis courts at Terman Park (see Attachment A) to enhance their usability by school students and the general public, and the DISTRICT will make such areas available to the general public at 150323jb 00710582 1 reasonable times (before 8:00 a.m. or after 4:00 p.m. Monday — Friday on school days) when such areas are not being used exclusively for school purposes. AGREEMENT: NOW, THEREFORE, in consideration of the Recitals A through E, inclusive, which are made a substantive part of this Agreement, and the Provisions of this Agreement, the Parties agree: SECTION 1. DEFINITIONS The terms used in this Agreement will have the meanings set forth below, unless the context clearly indicates otherwise. "Board of Education" means the Board of Education of the DISTRICT. "Business Manager" means the Chief Business Official of the DISTRICT, including any authorized representative. "Capital Improvement" means any Improvement which has a standalone cost exceeding $25,000, or which has a useful life of, or whose useful life can be extended, at least five to seven years, or which has a useful life of at least five to seven years after it is capable of providing a new functional use. "City Manager" means the city manager of the CITY, including any authorized representative. "Council" means the city council of the CITY. "Court" (collectively, the "Courts") means any one of the tennis or basketball court areas depicted in the description of "Facilities" and Attachment A. "Director" means the Director of Community Services of the CITY, including any authorized representative. "Facilities" mean the Courts and Fields, the dimensions of which for reference purposes are outlined below: // 150323jb 00710582 2 School Site Fields Courts Basketball Exhibit Addison 1.58 acres 0 A Barron Park 2.34 acres 0 B Briones 1.25 acres 0 C Duveneck 1.80 acres 0 D El Carmelo 1.81 acres 0 E Escondido 2.44 acres 0 F Fairmeadow 2.06 acres 0 G Greendell 1.79 acres 0 H Gunn High School 0 acres 7 I Hoover 1.60 acres 0 J J.L. Stanford Middle 10.45 acres 6 6 K Jordan Middle 6.68 acres 5 6 L Nixon 3 71 acres 0 M Ohlone 1.53 acres 0 N Palo Alto High School 0 acres 7 0 Palo Verde .62 acres 0 P Walter Hays 2.71 acres 0 Q Terman Park 4.00 acres 2 5 R* "Field" (collectively, the "Fields") means any one of the athletic field areas referred to in the description of "Facilities" and Attachment A. "Improvement" means any physical addition, alteration, or betterment to the Facilities. "Law" (collectively, the "Laws") means any code, statute, constitution, ordinance, resolution, regulation, rule, judicial decision, administrative order, or other requirement of any municipal, county, state, federal, or other governmental agency or authority having jurisdiction over the parties or the Schools, in effect at the time of execution of the Agreement or at any time during the term hereof, including, without limitation, any regulation or order of an official entity or body. "Maintenance" means the care and servicing on an ongoing and repeating schedule by personnel for the purpose of maintaining facilities in proper condition, proper working order, sound upkeep, a safe condition, in good repair, by providing for systematic inspection, detection, and correction of incipient failures either before they occur or before they develop into major defects. It includes the inspection, replenishment, preservation, adjustments, and replacement of unserviceable parts and components, including, but not limited to, poles, backboards, netting, hoops, striping, specialty surfaces, irrigation heads and controllers where applicable at the specific site. "Preventive maintenance" means any and all maintenance activities that could reasonably be predictive. The CITY specifically and intentionally excludes the replacement of 150323jb 00710582 3 entire systems or facilities that would constitute an "infrastructure" investment (capital investments for facilities or structures with a life cycle beyond five years). "Provision" (collectively, the "Provisions") means any agreement, clause, condition, covenant, qualification, recital, restriction, reservation, term, or other stipulation in this Agreement that defines or otherwise controls, establishes, or limits the performance required or permitted by any party to this Agreement. All Provisions, whether covenants or conditions, which are applicable to the DISTRICT, will be deemed to be both covenants and conditions. "School" (collectively, the "Schools") means any one of the following elementary, middle or high schools: Addison, Barron Park, Briones, Duveneck, El Carmelo, Escondido, Fairmeadow, Greendell, Gunn, Hoover, J.L. Stanford, Jordan, Nixon, Ohlone, Palo Alto High, Palo Verde, Walter Hays and Terman Park. "Superintendent" means the Superintendent of schools for the DISTRICT, including any authorized representative. SECTION 2. TERM AND TERMINATION 2.1 The term of this Agreement will be for approximately four (4) years commencing at 6:00 a.m. on January 1, 2014, and expiring at 12:00 a.m. midnight on December 31, 2017, subject to the earlier termination of this Agreement by any Party hereto upon ninety (90) days' advance written notice. The preceding sentence notwithstanding, this Agreement is subject to the fiscal provisions of the Charter of the CITY and other Laws of the CITY and the DISTRICT, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated by the Council or Board of Education for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are not appropriated by the Council or Board of Education for a portion of the fiscal year and funds for this Agreement are no longer available. The CITY or the DISTRICT will use reasonable efforts to give the other Party reasonable notice of termination in the event that funds will not be appropriated. No provision is made for the automatic extension or renewal of the term. 2.2 If the DISTRICT fails to install or construct any Improvement, which is deemed by the Parties to be mutually reasonably necessary for the CITY to adequately perform its maintenance obligations under this Agreement, the CITY may terminate this Agreement upon ninety (90) days' advance written notice to the DISTRICT. For the purposes hereof, the Director may give notice to the Business Manager. SECTION 3. PERFORMANCE OF MAINTENANCE BY THE CITY 3.1 To the extent the authorized representatives of the Parties have not conferred at the commencement date of this Agreement, the authorized representatives of the Parties will meet with each other at a mutually acceptable location to identify the Facilities and discuss and coordinate the times and manner in which the orderly transition of the maintenance obligations will be put into effect. The authorized representatives shall meet regularly to review 150323jb 00710582 4 the maintenance schedule for the Facilities. They will meet not less than once a year to discuss the use and maintenance of the Facilities. The CITY will provide the DISTRICT within seven (7) days prior to the start of a calendar quarter a written report that includes updates on all planned projects and maintenance activities. Reports will be submitted by e-mail to the main DISTRICT staff contact and the DISTRICT Maintenance Manager. Quarter Report period 1 January 1 through March 31 2 3 4 April 1 through June 30 July 1 through September 30 October 1 through December 31 Report due by Seven (7) days prior to the start of the quarter Seven (7) days prior to the start of the quarter Seven (7) days prior to the start of the quarter Seven (7) days prior to the start of the quarter 3.2 Commencing on or about January 1, 2014, or thereafter, as practicable, the CITY will mow, trim, fertilize, and irrigate, and perform other maintenance work of a general nature at the Fields and Courts at the frequencies and times in accordance with the CITY's Field Maintenance standards (Attachment G), adopted by the CITY for its own district and neighborhood parks and public recreation areas. The obligation of the CITY to perform Field Maintenance work is conditioned upon the functional condition and operation of the infrastructure of the Fields, including, without limitation, the underground water irrigation system, at the time such Maintenance is to commence. Any or all services required to maintain and renovate the Fields and irrigation systems may be performed by contractors hired and managed by the CITY. 3.3 In performing its Maintenance obligations the CITY will use its best efforts to prevent interference with the DISTRICT's use of the Facilities during regular school hours. The CITY shall publish a Maintenance schedule six months in advance of any planned Maintenance activity and make that schedule known to the Business Manager for dissemination to the Schools involved. This schedule will be adhered to by the Schools and no school activities will be planned which would interfere with these Maintenance activities. All Maintenance activities will be performed between the hours of 6:00 a.m. and 4:00 p.m. on any day. The CITY will coordinate its scheduled Maintenance activities with the DISTRICT's academic calendar for each of the Schools. The Business Manager and the Director will coordinate on the behalf of the parties. Standard or routine Maintenance work will be scheduled so as to be for a maximum of one day at a time; other Maintenance work will be coordinated between the Parties. 3.4 In the event of an emergency, including, without limitation, earthquakes, fires, flooding, or other events of force majeure, the CITY may perform non-scheduled Maintenance 150323jb 00710582 5 at any of the Facilities without prior notification to the DISTRICT. The CITY will give notice of any action it has taken in the event of an emergency within a reasonable time. In such event, the CITY will use its best efforts to provide the access to the affected Facilities for the DISTRICT. In the event of an emergency or off -hour maintenance issue the CITY's staff will respond and take appropriate actions to make repairs or make safe any and all items until proper repairs can be made. In the event that CITY's staff is unavailable or fails to respond, the DISTRICT's staff will make temporary repairs or make safe all items until such time as the CITY can make final repairs. The CITY agrees that the DISTRICT's staff time and materials will be reimbursed by the CITY. 3.5 With the exception of safety concerns, any concern of the DISTRICT about the general maintenance or use of the Facilities will be communicated to the Director by the Business Manager. 3.6 In undertaking the necessary turf and grounds Maintenance renovations, if scheduled six (6) months in advance, the CITY may curtail and preempt the DISTRICT's use of up to one-half of any Field (or if mutually agreed upon, a full field) up to four (4) times during the academic year for any single period not exceeding eight (8) consecutive weeks in duration for fields and four (4) consecutive weeks in duration for courts or as mutually agreed upon by the District and City. 3.7 Both the CITY and the DISTRICT recognize the importance of conserving water, especially in times of drought. Consistent with the need to conserve water, the CITY, which manages the irrigation for the DISTRICT playing fields, will apply sufficient water to ensure the turf is healthy and safe for the school children and other field users. The CITY will frequently inspect the irrigation system to ensure that any broken sprinklers or leaking pipes are promptly repaired in order to ensure the CITY avoids the wasting of water. The CITY will track the local weather reports and conduct frequent inspections of the soil moisture to ensure that the appropriate amount of water is provided. Any changes to the irrigation schedule, outside of the typical seasonal irrigation adjustments and emergency situations, will be submitted by the City in a written email report to the main DISTRICT staff contact and copied to the DISTRICT Maintenance Manager seven (7) days prior to making the changes. SECTION 4. PERFORMANCE OF MAINTENANCE BY THE DISTRICT 4.1 Any areas of the Facilities and all other areas of the Schools, including, without limitation, the turf, grounds, landscaped areas, buildings, parking lots, fences, sidewalks, and trees, not expressly identified in the exhibits or in this Agreement as areas to be maintained by the CITY will be maintained or cause to be maintained by the DISTRICT, at its sole cost and expense, in accordance with the DISTRICT's standards. 4.2 Notwithstanding any Provision to the contrary, the DISTRICT, at its sole cost and expense, will provide or cause to be provided special preparation and maintenance services with respect to any of the Facilities to be used in connection with special events or other similar 150323jb 00710582 6 functions staged by the DISTRICT, including, without limitation, graduation ceremonies, athletic events, tennis tournaments, and other inter -scholastic activities. 4.3 The DISTRICT, at its sole cost and expense, will continuously provide services in connection with the removal of garbage, refuse, debris, rubbish, litter and other solid waste which have accumulated at the Facilities. The CITY shall be responsible for the removal of garbage, refuse, debris, rubbish, litter and other solid waste on the brokered facilities during the CITY's time of use or events. 4.4 At all times during the term of this Agreement, the DISTRICT will timely notify the CITY of any condition of the Facilities and all other areas of the Schools, of which it has actual or constructive knowledge, which may constitute or present a danger or threat to person or property. The tender of such timely notice shall not compromise any Provision of indemnification set forth in Section 11. SECTION 5. PAYMENT OF COSTS OF MAINTENANCE 5.1 The allocable annual costs of Maintenance and water (plus equipment costs and salary and benefits costs, as appropriate) for the Facilities are estimated by the CITY to be the following: Year Maintenance 2014 $650,000 2015 $650,000 2016 $650,000 2017 $650,000 Costs shall be shared in the ratio of 50:50 between the CITY and the DISTRICT. 5.2 In lieu of billing and payment procedures to be adopted by the Parties under this Agreement, the Parties agree that the CITY will credit fifty percent (50%) of its actual costs incurred in performing its Maintenance obligations under this Agreement against any and all monthly lease payments due and payable by the CITY under its lease agreement with the DISTRICT. SECTION 6. INSTALLATION OR CONSTRUCTION OF IMPROVENENTS 6.1 In nonemergency situations, the CITY will not install or construct, or cause to be installed or constructed, any Improvement at any of the Facilities without the express written approval of the Superintendent. To the extent an Improvement which is deemed by the CITY to be reasonably necessary to adequately perform its Maintenance obligations hereunder cannot be installed or constructed or cause to be installed or constructed by the DISTRICT, the CITY 150323jb 00710582 7 may undertake such installation or construction at the written request of the DISTRICT. Any Improvement installed or constructed by the CITY will be deemed the property of the DISTRICT. 6.2 The installation or construction of an Improvement in the event of an emergency may be conducted by the CITY in accordance with Section 3.4. SECTION 7. USAGE OF FACILITIES 7.1 In attempting to maximize the use of the Facilities by school students and the general public, the Director and the Business Manager may jointly adopt and promulgate and amend written rules and regulations governing the use of the Facilities. 7.2 The DISTRICT will have use priority of the elementary and middle school fields and tennis courts between the hours of 8:00 a.m. and 4:00 p.m. on scheduled school days. Use priority will be extended to interscholastic activities occurring at the Facilities until the completion of those scheduled activities, even if such activities are completed after 4:00 p.m. This priority will apply Mondays through Fridays of each week from September to mid -June of each academic year and Saturdays for the duration of any regularly scheduled inter -scholastic competition, provided, however, no priority will be extended to practice sessions for such competition. 7.3 The CITY will have use priority of the elementary and middle school fields, basketball courts and tennis courts after 4:00 p.m. on scheduled school days and at all other times, including weekends, holidays and summer vacation periods. Exceptions to this use priority schedule may be agreed upon, in writing, by the Director and the Business Manager. The CITY will cooperate with the DISTRICT in any manner which will afford the DISTRICT an adequate opportunity to use the Schools for its activities, programs and other needs. During the month of December the CITY shall give the DISTRICT a copy of the CITY's maintenance schedule for the proceeding summer. The DISTRICT will then ensure that there are no activities, rental or otherwise for the entire summer session. 7.4 The CITY will administer public use reservations of the elementary and middle school fields, basketball courts and tennis courts in accordance with the CITY's Field Use Policy, which will be provided to the DISTRICT. The CITY will be solely responsible for determining the parameters of the use priority system, as well as rental or user fees to be charged to members of the general public, including individuals and organized groups, for the use of the Facilities during such times as the CITY may exercise use priority over the elementary and middle school playing fields and tennis courts. Such fees will conform to the Laws governing school grounds and those which are applicable to the CITY's property. All fees for the use of the Facilities covered by this Agreement collected by the CITY will be equally shared, and will be accounted for in a manner as may be mutually acceptable to the parties. 7.5 Any person who leases a School building of the DISTRICT will be entitled, upon submission of a written request to the CITY, to use the Facilities in order to meet any special recreational needs. Any such request may be granted by the Director provided reasonable prior written notice of such need is given and the Director reasonably determines that such use will 150323jb 00710582 8 not unreasonably interfere with scheduled public recreational activities. The DISTRICT will not use or cause to be used at any of its facility any "jump house" or similar item on any turf area. 7.6 The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Division Manager, Recreation, of the CITY'S Community Services Department is designated as the Project Manager for the City Manager, and shall supervise the progress and implementation of Facility brokering, and shall be assisted by the designee, the Program Supervisor. The Business Manager of the DISTRICT schools shall be the representative of the DISTRICT for all purposes under this Agreement, shall be designated as the Project Director, and shall have overall responsibility for the progress and implementation of this Agreement for the DISTRICT. 7.7 The CITY shall provide the following services under this Agreement: 7.7.1 Schedule, reserve and license the DISTRICT'S Facilities located at the Schools listed in Attachment A to individuals or groups for use by adult and youth athletic groups at such times and dates when school is not in session and school activities are not taking place ("Public Use"). The CITY shall be solely responsible for the coordination and scheduling of requests for the reservation and use of the Facilities for Public Use, subject to the DISTRICT'S prior approval, during the term of this Agreement. 7.7.2 Bill and collect all user fees for each Facility in accordance with the fee schedule, attached hereto as Attachment B. The Parties agree the user groups will be assessed fees as may be established by the CITY. Such fees will conform to the Laws governing school grounds and those applicable to the CITY's property. The CITY shall retain sixty percent (60%) of the fees generated by this surcharge to defray the cost of coordinating youth group use of the Fields. 7.7.3 Issue a completed Field Use Application and Permit Form to each user, in the form of Attachment F, prior to such use of the Facility. 7.7.4 Monitor and enforce the use of the Facilities to determine whether such uses comply with conditions of the permits. If such use of a Facility does not comply with the conditions of the particular permit or other applicable Laws, the CITY shall terminate the further use of the Facility by the user. 7.7.5 Upon request, provide the DISTRICT with one (1) copy of every permit issued for the use of the Facilities. 7.7.6 Provide the DISTRICT on or before October 1 (for the period July 1 to December 31 of the preceding calendar year and January 1 to June 30 of the current calendar year) with a financial report that accounts for the fees that the CITY has collected from the Athletic Field use under this Agreement during the preceding time period. 150323jb 00710582 9 7.7.7 Notify the Facilities' permit holders of the DISTRICT'S intended Facilities maintenance and improvement projects and of any Facilities closures that may become necessary to effect the construction of the projects. 7.8 The DISTRICT shall provide the following services under this Agreement: 7.8.1 Make the Facilities available to the CITY as set forth above for the purposes of scheduling, reservations and usage to private individuals or groups for public use. 7.8.2 All fees that the DISTRICT will receive under this Agreement will be used at the discretion of the DISTRICT. 7.9 The CITY shall not be responsible or liable for any Maintenance, repairs, or improvements of the Fields which are required to be performed, conducted, or constructed by the DISTRICT, and the DISTRICT shall not be responsible or liable for any Maintenance, repairs, or improvements of the Fields which are required to be performed, conducted or constructed by CITY. City shall be responsible for all repairs due to wear and tear during City activities. SECTION 8. LAWS TO BE OBSERVED 8.1 The Parties shall cooperate in procuring all permits and licenses, paying all charges and fees, and giving all notices which may be necessary and incidental to the due and lawful prosecution of the services to be performed under this Agreement. SECTION 9. FEES 9.1 In consideration of its use of the Facilities under this Agreement, the CITY will pay the DISTRICT forty percent (40%) of all fees that the CITY collects from the Facilities' permit holders. The CITY shall make payments related to the Facilities usage to the DISTRICT on February 1 (for the period July 1 to December 31 of the preceding calendar year) of each year during the term of this Agreement. This obligation shall survive the expiration of this Agreement. SECTION 10. ASSIGNMENT; SUBCONTRACTORS; EMPLOYEES 10.1 The Parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of this Agreement or any right, title or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. The consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be assignable by operation of law without the prior written consent of the other Party. 150323 j 00710582 10 10.2 The DISTRICT shall be responsible for employing or engaging all persons necessary to perform the services of the DISTRICT hereunder. The CITY shall be responsible for employing or engaging all persons necessary to perform the services of the CITY hereunder. SECTION 11. INDEMNITY 11.1 The CITY shall protect, indemnify, defend, and hold harmless the DISTRICT, its employees, agents, and Board members from and against any demands, claims, liability or expense on account of suits, verdicts, judgments, costs or claims of any nature or kind arising out of, or in any way connected with, the CITY's performance or nonperformance under this Agreement, including the CITY's operations on, possession, use, management, alteration or control of the DISTRICT's property under this Agreement except for any claims or liability, or portions thereof, arising from the concurrent or sole negligence or intentional malfeasance of the DISTRICT, its directors, officers, employees or agents. 11.2 The DISTRICT shall protect, indemnify, defend and hold harmless the CITY from and against any demands, claims, liability or expenses on account of suits, verdicts, judgments, costs or claims of any nature or kind arising out of, or in any way connected with, the DISTRICT's performance or nonperformance under this Agreement, including the DISTRICT's operations, possession, use, management, maintenance, improvement, renovation, repair, alteration or control of the DISTRICT's property, including the Facilities, under this Agreement, except for any claims or liability, or portions thereof, arising from the concurrent or sole negligence or intentional malfeasance of the CITY, its directors, officers, employees or agents. SECTION 12. INSURANCE 12.1 The DISTRICT, at its sole cost and expense, will obtain and maintain, in full force and effect, during the term of this Agreement, commercial general liability insurance coverage described in Attachment C, in the amount of one million dollars ($1,000,000), insuring the Parties, and their officers, employees, and agents, and each of them, with respect to the DISTRICT's participation and the services performed by the DISTRICT under this Agreement. Concurrently with the execution of this Agreement, a certificate of insurance will be filed with the CITY's risk manager, and will contain the endorsements which state that the DISTRICT will insure the Parties, and each of them, for any claims or liability arising from the DISTRICT's participation and services performed hereunder, and will not be canceled by the insurer except after the filing with the CITY's City Clerk thirty (30) days prior written notice of cancellation or alteration, and that the CITY is named as an additional insured under such policies required above or concerning the DISTRICT's performance or lack of performance under this Agreement. 12.2 Certificates of the DISTRICT's insurance, required by Section 12.1 hereof, shall be filed with the CITY, to the attention of the CITY's Risk Manager, concurrently with the execution of this Agreement. The certificates shall be subject to the approval of the CITY's Risk Manager and shall contain endorsements stating that said insurance will cover the DISTRICT and the CITY 150323 j 00710582 11 for any claims or liability arising from the DISTRICT's participation, activities, and services performed under the Provisions. Current certificates of such insurance shall be kept on file at all times during the term of this Agreement with the City Clerk. 12.3 The CITY, at its sole cost and expense, will self -insure for general liability insurance coverage described in Attachment D, in the amount of one million dollars ($1,000,000), insuring the Parties, and their officers, employees, and agents, and each of them, with respect to the CITY's participation and the services performed by the CITY under this Agreement. A letter regarding self-insurance or a certificate of insurance will be filed with the DISTRICT's risk manager, and will contain the endorsements which state that the CITY will insure the Parties, and each of them, for any claims or liability arising from the CITY's participation and services performed hereunder, and will not be canceled by the insurer except after the filing with the Superintendent thirty (30) days prior written notice of cancellation or alteration, and that the DISTRICT is named as an additional insured under the CITY's self- insurance program. 12.4 The CITY shall provide the DISTRICT with written proof of the CITY's self- insurance program, required by Section 12.3 hereof, concurrently with the execution of this Agreement. Proof of the self-insurance program shall be subject to approval by the DISTRICT's Risk Manager and shall contain language stating that said insurance will cover the CITY and the DISTRICT for any claims or liability arising from the CITY's participation, activities and services performed under the Provisions and will not be cancelled or altered by the CITY except after thirty (30) days' prior written notice to the DISTRICT of such cancellation or alterations. The language shall also state that the DISTRICT is named as an additional insured under the CITY's self-insurance program under Section 13.3 of this Agreement. SECTION 13. WAIVERS 13.1 The waiver by either party of any breach or violation of any terms, covenant, or condition of this Agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, ordinance, or law or of any subsequent breach or violation of the same or of any other terms, covenant, condition, ordinance, or law. SECTION 14. NOTICES 14.1 All notices, demands, requests, consents, approvals, or other communications required to be given will be in writing and may be delivered personally, or sent by the United States mail, postage prepaid by certified mail, or by private express delivery service, or by facsimile transmission, to the addresses set forth below or to any other address as may be noticed by a party: To CITY: Office of the City Clerk City of Palo Alto 250 Hamilton Avenue 150323 j 00710582 12 Palo Alto, CA 94301 Copy to: To DISTRICT: Director of Community Services 1305 Middlefield Road Palo Alto, CA 94301 Superintendent Palo Alto Unified School District 25 Churchill Avenue Palo Alto, CA 94306 SECTION 15. MISCELLANEOUS PROVISIONS 15.1 Time is of the essence. For the purposes of this Agreement, all times of the day are determined according to Pacific Time. 15.2 No party will be deemed in default on account of any delay or failure to perform its obligations under this Agreement, where the delay or failure is the direct result of an event of force majeure. For the purposes of this Agreement, the term "force majeure" will mean an event which is not within the reasonable control of a party claiming the existence of such event. 15.3 No Party will discriminate in the employment of persons engaged in the performance of this Agreement on account of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of that person. The DISTRICT agrees to comply with the requirements of Chapter 2.30 of the Palo Alto Municipal Code pertaining to nondiscrimination in employment, including the completion and submission to the CITY of the Certification of Nondiscrimination, as described in Attachment E. 15.4 Any disputes regarding this Agreement will be resolved according to the Laws of the State of California. Any legal proceeding will be instituted in the courts of the State of California and County of Santa Clara, irrespective of any claim of diversity of citizenship or other possible jurisdictional conditions. 15.5 The prevailing party in any action brought to enforce the provisions of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other Party. 15.6 All attachments referred to in this Agreement and any addenda, appendices, exhibits, and schedules 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 part of this Agreement. 150323 j 00710582 13 15.7 This Agreement constitutes the entire agreement between the Parties concerning its subject matter, and there are no other oral or written agreements between the parties not incorporated in this Agreement. 15.8 This Agreement will not be construed as nor deemed to be an agreement for the benefit of any third party or parties, and no third party or parties will have any right of action herein for any cause whatever. The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns and subcontractors of each Party. 15.9 This Agreement may be amended only by a written instrument signed by both parties. The City Manager is duly authorized to negotiate and execute any amendment to this Agreement. 15.10 Any agreement, covenant, condition, clause, qualification, term, or other stipulation in this Agreement will define or otherwise control, establish, or limit the performance required of or permitted by any party. All provisions of this Agreement, whether covenants or conditions, will be deemed both covenants and conditions. 15.11 This Agreement confers no legal or equitable rights until it is approved by the DISTRICTs Board of Trustees at a lawfully conducted public meeting. [THIS SPACE INTENTIONALLY LEFT BLANK] 150323 j 00710582 14 IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have duly executed this Agreement as of the Effective Date. CITY OF PALO ALTO DocuSigned by: 39E72GBFB20n"4DB... City Manager or Designee APPROVED AS TO FORM: DocuSigned by: /VII Shay `--•3oA473B853574A9... City Attorney or Designee APPROVED: -DocuSigned by: ' -ODOC'OB93B484D8... Director of Community Services DocuSigned by: `--229154BC8OA847E3 Director of Administrative Services Attachments: ATTACHMENT A: ATTACHMENT B: ATTACHMENT C: ATTACHMENT D: ATTACHMENT E: ATTACHMENT F: ATTACHMENT G: PALO ALTO UNIFIED SCHOOL DISTRICT ,Dccusignedby: ---•oF415194FAo84D President, Board of Education APPROVED: DocuSigned by: cam,kat `---C4F4844AB50C4F2... Chief Business Official List of District's Athletic Fields, Basketball Courts and Tennis Courts Fee Schedule and Program District's Insurance Coverage City's Insurance Coverage Certificate of Non-discrimination Field Use Application and Permit Form City Maintenance Standards 150323 j 00710582 15 150323 j 00710582 16 ATTACHMENT A List of District's Athletic Fields, Basketball Courts and Tennis Courts Athletic Fields Maintenance areas at each individual site (outlined in red) will be maintained in accordance with the City's Field Maintenance standards below and in Attachment G. Areas with additional maintenance needs will be specified underneath each site. • Hazards must be reported immediately, unless they are rectified at the time of discovery. • Monthly turf edging is required. Weed control will be instituted, utilizing string trimmers and garden hoes. No herbicides are allowed. Weeds along fence lines, pathways, play equipment and ball diamonds must be controlled monthly. • Turf areas shall remain free of pot holes, bumpy or rough playing surfaces and low areas, where water might accumulate. Soil must be added in order to level these areas as often as needed. • Aeration to a depth of four (4) inches, utilizing solid tines, must be conducted three times annually. • School sites must be fertilized three times annually at a rate of 300 lbs. of fertilizer per acre, utilizing Turf supreme 16-6-8 fertilizer. All hard surfaces must be cleaned after a fertilizer application is completed and before the person(s) leave(s) the site. • Gas blowers are acceptable and are to be used to clean hardscape areas on an as -needed basis. Leaves and grass clippings must be removed upon accumulation on the turf as required by the CITY. • Routine tree maintenance will be maintained by the DISTRICT's staff or its designated contractor. The CITY's staff will only prune trees in the event that a tree limb poses a maintenance obstacle or a safety hazard. They (what does "they" refer to?)must also be raised if they interfere with the efficiency of the sprinkler system. 150323 j 00710582 17 Addison School - 650 Addison Avenue, Palo Alto, CA 94301 Imagery pate' 10,31fZ011 ap._ 1948 Service entrance .0 Irrigaton controller �J ;,Irrigation booster pump 122-G302. 1s' Ar MeV 177r, < The maintenance of the backstop and goal posts located on the turf are not the responsibility of the CITY. 150323jb 00710582 18 Barron Park School - 800 Barron Avenue, Palo Alto, CA 94306 • Imagerypale: 101112011 ad 19487 20122e091 37'24'45.04' N 122'05 13 04'n eev 17 rr rrigation water metep le earth 04 m 150323 j 00710582 19 Briones School - 4100 Orme Street, Palo Alto, CA 94306 gatioryi ackflow& imagery pate: 10.`31:2011 ij 1148 37'24'26.03' N 112'07'45.01.' LV. E':ems 21.7 Southwest fence is part of maintenance area. Pruning is required twice annually. 150323jb 00710582 20 Duveneck School - 705 Alester Street, Palo Alto, CA 94303 rvice entra imageiy'Date '. 10131/2011 3 1648, Irrigation controller, 'backflow, booster pump & water meter han ning•Ave Eye a1,1 -257 m 0 37'26'58 78" N 1222'08'04 00' W eiev 5 7 7 150323 j 00710582 21 El Carmelo School - 3024 Bryant Street, Palo Alto, CA 94306 Service ptrance Imagery Dal&. (�. f20i 1 1948, u�.` 3rc'2s'29. 57" N 122'07'47 54'' elev B m 150323jb 00710582 22 Escondido School - 890 Escondido, Stanford, CA 94305 ,backflow Irrigation controller imagery❑fl 10l31i2011 1.: Y 37` 26'1665'M122`05'2162 Welev Northeast fence is included in the maintenance area. Pruning is required twice annually. The maintenance of the benches tables, paved walkways and shade coverings are not the CITY's responsibility. 150323jb 00710582 23 Fairmeadow School - 500 East Meadow Drive, Palo Alto, CA 94306 150323jb 00710582 24 Greendell School - 4120 Middlefield Road, Palo Alto, CA 94303 Service antra Irrigation controller, ;backflow & water met r agery pale: 11131/2011 8) 1548 Service en .ance 7 Z4 57x83'' N 12205'24 ED' W elev E m ' ` Eye all' 33g111:;_,,1' Southwest fence is part of maintenance area. Pruning is required twice annually. 150323jb 00710582 25 Walter Hays School - 1525 Middlefield Road, Palo Alto, CA 94301 -c Imagery Date 10!3112011 a 1548 e US iS 37'26'3/1 51"N 12211033.52' W e:ev 9 m Eye c,earth The maintenance of the long jump pit is not the CITY's responsibility. 150323jb 00710582 26 Hoover School — 445 East Charleston, Palo Alto, CA 94303 150323jb 00710582 27 J.L. Stanford Middle School - 480 East Meadow Drive, Palo Alto, CA 94306 • r: #, 'We rrelr35* '' arl5on � "5 imagery 4m, 13':1r2011. a) 794& g7 1265N1c4i46` :1P 'eAeY 7m{ did 11 Eye 1 et Tennis Courts (Cleaning service as part of Open Space, Parks & Golf Landscape Maintenance Contract) Six tennis courts The maintenance of the backstops and bleachers are not part of the CITY's responsibility. 150323jb 00710582 28 Jordan Middle School - 750 North California, Palo Alto, CA 94303 Imagery pate: 1 U[ 1, o11 t45aV Irrigation controller, backflow, booster pump & water meter 01t :5 or�le USFW13. ,‘. 2'08161.00' W e,ev 6 m Eye all 488 , South-east fence is part of maintenance area. Pruning is required twice annually. Basketball and tennis Court (Cleaning service as part of Open Space, Parks & Golf Landscape Maintenance Contract) Jordan Middle School — 750 North California Avenue, Palo Alto, CA 94303 Six tennis courts The maintenance of the backstops and bleachers are not part of the CITY's responsibility. 150323jb 00710582 29 Nixon School - 1711 Stanford Avenue, Stanford, CA 94305 North fence is part of maintenance area. Pruning is required twice annually. 37`24 S2•. 149 N 122`09'22.SZiW. elev The maintenance of the backstops is not part of the CITY's responsibility. 150323jb 00710582 30 Ohlone School - 950 Amarillo Avenue, Palo Alto, CA 94303 A, Irrigation/back waterzneter Y $* A+ , D F 1,0 3 37`2313 53 N 07'22 Iso 1 earth Eye.ail .333 m 150323 j 00710582 31 Palo Verde School - 3450 Louis Road, Palo Alto, CA 94306 150323jb 00710582 32 Terman Middle School - 655 Arastradero Road, Palo Alto, CA 94306 Terman softball field and soccer fields 1 & 2 are in the maintenance area of this agreement. Basketball and tennis Court (Cleaning service as part of Open Space, Parks & Golf Landscape Maintenance Contract) Five basketball courts Two tennis courts Fencing around tennis courts, drinking fountain and park signage is under responsibility of the CITY. 150323jb 00710582 33 Tennis Courts (Cleaning service as part of Open Space, Parks & Golf Landscape Maintenance Contract) Gunn High School — 780 Arastradero Road, Palo Alto, CA 94306 Six tennis courts Palo Alto High School — 50 Embarcadero Road, Palo Alto, CA 94301 Seven tennis courts 150323jb 00710582 34 ATTACHMENT B Fee Schedule and Program Athletic Field Rentals 2015-2016 Baseball Fields $7.50 - 75.00/hr.* Soccer Fields $7.50 - 75.00/hr.* Softball Fields $7.50 - 75.00/hr.* Lights $20.00/use Tennis Court Rentals Tennis Tournament Court Use Fee $3.00/hr./court Non -Profit $5.00/hr./court Resident $7.00/hr./court Nonresident * Athletic fields' fees will be reduced by 50% for nonprofit users. Proof of nonprofit status will be required for fee reduction. However, there shall be no fee reduction if any fee or donation is required by the nonprofit organization permit holder in connection with the use of the permitted field or tennis court. ** Rates are subject to increase as long as they fall within the Municipal Fee Schedule Range. Facilities covered by these fees include: City Sites/Parks Palo Alto Unified School District Sites Terman Park All Elementary Schools -Open or Closed Jordan Middle School J.L. Stanford Middle School Palo Alto High School Tennis Courts Gunn High School Tennis Courts 150323jb 00710582 35 ATTACHMENT C District's Insurance Coverage See Sections 12.1 and 12.2 of the Agreement. 150323jb 00710582 36 ATTACHMENT D City's Insurance Coverage See Sections 12.3 and 12.4 of the Agreement. 150323jb 00710582 37 ATTACHMENT E Certificate of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. 1. If the Person is an INDIVIDUAL, sign here: Date: Proposer's Signature Proposer's typed name and title 2. If the Person is a PARTNERSHIP or a JOINT VENTURE, at least (2) Partners or each of the Joint Venturers shall sign here: Partnership or Joint Venture Name (type or print) Date: Member of the Partnership or Joint Venture signature Date: Member of the Partnership or Joint Venture signature 3. If the Person is a CORPORATION or OTHER ENTITY, the duly authorized officer(s) or member(s) shall sign as follows: The undersigned certify that they are respectively: Title // // // and Title 150323jb 00710582 38 Of the corporation or other entity named below; that they are designated to sign the Proposal Cost Form or other document to which this certificate is attached by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary's certificate of authorization) for and on behalf of the below named CORPORATION or OTHER ENTITY, and that they are authorized to execute same for and on behalf of said CORPORATION or OTHER ENTITY. Corporation or Other Entity Name (type or print) By: Date: Title: 150323jb 00710582 39 ATTACHMENT F Field Use Application and Permit Form 150323jb 00710582 40 City of Palo Alto/Palo Alto Unified School District FIELD USE APPUCAT1ON & PERMIT Return to: Lucie Stern Community Center 1305 Middlefield Road Palo Alto, CA 94301 2484 (650) 329-2697 Application Date: Application & Perini! for City at Palo Alto (CPA j ur Pi+Io Alto Unified School Di trict PAUSD FIE?IdS. PIt aasc: typo or print aoc itIy NAME OF ORGANIZATION OR GROUP (APPLICANT/PERMIT HOLDER): FIELD (BE SPECIFIC). SITE - EQUIPMENT NEEDS: ACTIVITY: NUMBER OF PEOPLE EXPECTED' AUTHORIZED AGENT: - HOME PHONE: WORK PHONE' BILLING ADDRESS; NON-PROFIT IRS NUMBER' Day of Week Dateis1 Time in Time out Applicant Initials Charges FIELD' EQUIPMENT: PAYMENT SCHEDULE: P ❑ YOUTH USER SURCHARGE TERMS AND CONDfTfONS SIGNATURE OF THIS APP AFFIRMS .ICATION AN!) THAT THE PERMIT ARE ON ENTIRE DOCUMENT THE REVERSE SIDE OF TfiIS DOCUMENT. HAS BEEN READ On behalf of the applicant/Permit holder, I agree to all the terms and conditions in this Application and Permit, Signature of Authorizer! Representative Dale Title Signature of PAUSD Representative Date Signature of CPA Representative Date 150323jb 00710582 41 ATTACHMENT G City Maintenance Standards City of Palo Alto Field maintenance standards PAUSD General Maintenance • Hazards must be reported immediately, unless they are rectified at the time of discovery. • Daily litter removal and emptying trash cans around the turf areas. • Monthly turf edging is required. Weed control will be instituted, utilizing string trimmers and garden hoes. No herbicides are allowed. Weeds along fence lines, pathways, play equipment and ball diamonds must be controlled monthly. • Gopher control must be completed before 7:30 AM whenever gopher activity is present in or adjacent to turf areas. Traps cannot be left unattended and must also be removed by 7:30 AM. • Gas blowers are acceptable and are to be used to clean hardscape areas on an as -needed basis. Leaves and grass clippings are to be removed upon accumulation on the turf as required by the CITY. • The turf must be mowed in accordance with the schedule developed by the CITY for the DISTRICT (see Mowing Schedule below). The turf areas must be mowed in a timely manner as to not interfere with the use of the lawn area by the students and to minimize the amount of noise, as practicable. • Aeration to a depth of four (4) inches, utilizing solid tines, must be conduct three times annually (May, August — prior to the start of the new school year, and again in November). This process must be scheduled at times, when it will not interfere with school activities. • School sites must be fertilized three times annually at a rate 300 lbs. of fertilizer per acre, utilizing Turf supreme 16-6-8 fertilizer. All hard surfaces must be cleaned after a fertilizer application is completed and before the person(s) leave(s) the site. • School sites will be over -seeded and mulched during the December Holiday period on an as - needed basis, access permitting. A blue/rye blend of 20/80 must be applied at a rate of 5 lbs. per 1,000 sq. ft. of area. The Elementary School sites shall be also seeded/mulched during the summer months between the middle of June and the end of August on an as -needed basis, access permitting. Hybrid Bermuda seed for sport fields shall be used during this application at a rate of 1 Ib. per 1,000 sq. ft. of area. Low spots and pot holes will be filled prior to commencement of this procedure. 150323jb 00710582 42 • Routine tree maintenance will be maintained by the DISTRICT's staff or its designated contractor. The CITY's staff will only prune trees in the event that a tree limb poses a maintenance obstacle or a safety hazard. The tree limbs must also be raised if they interfere with the efficiency of the sprinkler system. • Pruning is required two times annually for landscape along fences or growing through fencing onto the turf areas. This will include fencing that contains ivy. • Turf areas shall remain free of pot holes, bumpy or rough playing surfaces and low areas, where water might accumulate. Soil must be added in order to level these areas as often as needed. Mowing Schedule: Monday: Escondido, Nixon, Barron Park, Briones, Terman Tuesday: Palo Verde, El Carmelo, Greendell, Ohlone. Wednesday: Duveneck, Addison, Walter Hays, Jordan. Thursday: Fairmeadow, Hoover, J.L. Stanford. 150323jb 00710582 43 Docu • SECURED Certificate Of Completion Envelope Id:52A97DA181F045608DA5B8026777F37E Subject: Please DocuSign: Agreement PAUSD and City of Palo Alto 01-01-14R.pdf Source Envelope: Document Pages: 43 Signatures: 6 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Jose Arreola 250 Hamilton Ave Palo Alto , CA 94301 jose.arreola@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original Holder: Jose Arreola 2/11/2016 6:22:42 PM jose.arreola@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Heidi Emberling Hemberling@pausd.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Cathy Mak cmak@pausd.org Chief Business Officer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Molly Stump Molly.Stump@CityofPaloAlto.org City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robert DeGeus Robert.DeGeus@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: LDocuSgned by OF415194FA084D9... 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Using IP Address: 199.33.32.254 Sent: 2/11/2016 6:38:13 PM Resent: 2/16/2016 9:15:13 AM Resent: 2/18/2016 9:52:57 AM Resent: 2/23/2016 11:48:25 AM Resent: 3/28/2016 6:17:18 PM Resent: 3/29/2016 9:46:50 AM Viewed: 3/29/2016 2:05:33 PM Signed: 3/29/2016 2:06:37 PM Sent: 3/29/2016 2:06:39 PM Resent: 3/29/2016 3:02:26 PM Viewed: 3/29/2016 5:43:49 PM Signed: 3/29/2016 5:44:29 PM Sent: 3/29/2016 5:44:31 PM Resent: 3/29/2016 7:05:51 PM Viewed: 3/29/2016 8:46:59 PM Signed: 3/29/2016 8:48:02 PM Sent: 3/29/2016 8:48:04 PM Resent: 3/30/2016 8:44:45 AM Resent: 3/30/2016 8:44:52 AM Resent: 4/1/2016 12:27:51 PM Viewed: 4/1/2016 3:00:07 PM Signed: 4/1/2016 3:01:07 PM Signer Events Signature Timestamp Lalo Perez Lalo.Perez@CityofPaloAlto.org Chief Financial Officer City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: James Keene james.keene@cityofpaloalto.org City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/14/2015 5:40:07 PM ID: 44fe333a-6a81-4cb7-b7d4-925473ac82e3 DocuSignetl by: 229154BC80A8476... 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CITY OF PALO ALTO City of Palo Alto (ID # 9273) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Utilities Department Public Benefits Program Six Contract Amendments Title: Approval and Authorization for the City Manager or his Designee to Execute the Following six Utilities Public Benefits Program Contract Amendments: 1) Amendment Number 1 to CLEAResult Consulting, Inc. C15159135 Increasing Compensation by $910,000 and Extending the Term for Three Additional Years; 2) Amendment Number 1 to Eagle Systems International, Inc. DBA Synergy Companies C15159126 Number 2 to Eagle Systems International, Inc. DBA Synergy Companies C15159125 Increasing Compensation by $900,000 and Extending the Term for three Additional Years; 4) Amendment Number 1 to Ecology Action of Santa Cruz C15155144A With no Increase in Compensation and Extending the Term for two Additional Years; 5) Amendment Number 1 to Enovity, Inc. C15155144B with no Increase in Compensation and Extending the Term for two Additional Years; and 6) Amendment Number 1 to BASE Energy, Inc. C15155144C With no Increase in Compensation From: City Manager Lead Department: Utilities Recommended Staff recommends that Council approve and authorize the City Manager, or his designee, to execute the attached six third -party energy efficiency (EE) and sustainable energy program contracts for the following 6 Utilities Public Benefits Program Contract Amendments, extending the contract term for contracts (1), (2) and (3) through June 30, 2021, and through June 30, 2020 for contracts (4), (5) and (6). Category 1: Residential EE programs (1) Amendment One to CLEAResult Consulting, Inc. Contract C15159135 (Home Efficiency Genie program) increasing the contract limit by $910,000 for a total revised not -to -exceed amount of $1,820,000 for the contract with an annual escalation of 1.4% per year for hourly contractor compensation for one of the City of Palo Alto Page 1 contracted services; (2) Amendment One to Eagle Systems International, Inc. DBA Synergy Companies C15159126 (Residential Energy Assistance Program) increasing the contract limit by $600,000 for a total revised not -to -exceed amount of $1,140,000 for the contract with no increase to contractor compensation; Category 2: Multi -Family EE programs (3) Amendment Two to Eagle Systems International, Inc. DBA Synergy Companies C15159125 (Multifamily Residence Plus+ Program) increasing the contract limit by $900,000 for a total revised not -to- exceed amount of $1,850,000 for the contract with no increase to contractor compensation; Category 3: Large Commercial and Industrial EE programs (4) Amendment One to Ecology Action of Santa Cruz C15155144A (Commercial Industrial Energy Efficiency Program) with no increase to contractor compensation and contract limit; (5) Amendment One to Enovity, Inc. Contract C15155144B with no increase to contractor compensation and contract limit, and (6) Amendment One to BASE Energy, Inc. C15155144C with no increase to contractor compensation and contract limit. Recommendation Staff recommends that Council approve and authorize the City Manager, or his designee, to execute the attached six third -party energy efficiency (EE) and sustainable energy program contracts for the following 6 Utilities Public Benefits Program Contract Amendments, extending the contract term for contracts (1), (2) and (3) through June 30, 2021, and through June 30, 2020 for contracts (4), (5) and (6): Term Extension and Increase in Contract Limit (1) Amendment One to CLEAResult Consulting, Inc. Contract C15159135 (Home Efficiency Genie program) to extend the term of the contract through June 30, 2021 and to increase the contract limit by $910,000 for a total revised not -to -exceed amount of $1,820,000 for the contract to allow CLEAResult to continue to provide in -home energy assessments and phone -based EE advisory services to residents; (2) Amendment One to Eagle Systems International, Inc. DBA Synergy Companies C15159126 (Residential Energy Assistance Program) to extend the term of the contract through June 30, 2021 and to increase the contract limit by $600,000 for a total revised not -to -exceed amount of $1,140,000 to allow Synergy Companies to continue to provide no -cost , direct installation of EE services to pre -qualified residential customers that are eligible based on financial or medical needs; (3) Amendment Two to Eagle Systems International, Inc. DBA Synergy Companies C15159125 (Multifamily Residence Plus+ Program) to extend the term of the contract through June 30, 2021 and to increase the contract limit by $900,000 for a total revised City of Palo Alto Page 2 not -to- exceed amount of $1,850,000 for the contract to allow Synergy Companies to provide no cost direct installation of EE measures to multifamily residents with four or more units. Term Extension with No Increase in the Contract Limit (4) Amendment One to Ecology Action of Santa Cruz C15155144A (Commercial Industrial Energy Efficiency Program) to extend the term of the contract through June 30, 2020 to allow Ecology Action of Santa Cruz to administer the Commercial and Industrial Energy Efficiency Program ("CIEEP"), which provides building EE performance optimization services to large commercial and industrial customers. (5) Amendment One to Enovity, Inc. Contract C15155144B (Commercial Industrial Energy Efficiency Program) to extend the term of the contract through June 30, 2020 to allow Enovity, Inc. to administer the Commercial and Industrial Energy Efficiency Program ("CIEEP"), which provides building EE performance optimization services to large commercial and industrial customers. (6) Amendment One to BASE Energy, Inc. C15155144C (Commercial Industrial Energy Efficiency Program) to extend the term of the contract through June 30, 2020 to allow BASE Energy, Inc. to administer the Commercial and Industrial Energy Efficiency Program ("CIEEP"), which provides building EE performance optimization services to large commercial and industrial customers. Executive Summary Council has adopted a number of policies which support increased goals for energy and water efficiency efforts as well as sustainability goals for Palo Alto. The City's competitive solicitation process for new Energy Efficiency providers is currently underway, looking for new programs targeting Small to Medium Commercial Businesses and behavioral -based programs in early Fiscal Year 2019. Staff recommends approval of six contract amendments to ensure that energy efficiency related services continue to remain available to residential and commercial customers while the competitive solicitation process is underway. For EE programs targeting Category 1 (Residential) and Category 2 (Small to Medium Commercial) customers, staff recommends the approval of three contract amendments, extending the terms for three additional years through June 30, 2021 and providing additional funding. For EE programs targeting Category 3 (Large Commercial and Industrial) customers, staff recommends the approval of three contract amendments, extending the terms for two additional years through June 30, 2020. With a term extension, and in some cases an increase in the contract limit, these six providers will be able to continue to support the completion of in -progress projects, maintain customer access to CPAU programs and services, and provide additional energy savings toward City goals. If fully implemented, these contracts will cost $2,410,000 between Fiscal Year (FY) 2019 and FY2021. Energy savings and customer engagement would be significant from these programs. These programs will be funded through the electric and natural gas public benefits (PB) funds. Funding for electric efficiency programs came primarily from the mandated PB City of Palo Alto Page 3 Charge, which is set at 2.85% of the customer retail rate. The majority of the PB funding is spent on efficiency programs; however, some also goes to renewable energy projects, research and development projects and low-income efficiency programs. Gas efficiency programs are primarily funded from the gas utility's revenue, at about 1% of the gas revenue as approved by Council. Summary of proposed contract amendments in each program category Program Category Proposed Contract End of Term (Total Term) Increase to Contract Limit Not -to Exceed Budget over contract term Category 1: Residential EE programs (1) CLEAResult Consulting, Inc. C15159135 June 30, 2021 (6 years, and 1 month) $910,000 $1,820,000 (2) Eagle Systems International, Inc. DBA Synergy Companies C15159126 $600,000 $1,140,000 Category 2: Multi -Family EE programs (3) Eagle Systems International, Inc. DBA Synergy Companies C15159125 $900,000 $1,850,000 Category 3: Large Commercial & Industrial EE programs (4) Ecology Action of Santa Cruz C15155144A June 30, 2020 (5 years, and 1 month) $0 Pooled $2,775,000 (5) Enovity, Inc. C15155144B (6) BASE Energy, Inc. C15155144C Total $2,410,000 $7,585,000 Background Council adopted a number of policies which support funding programs that maximize the deployment of cost-effective, reliable and feasible EE within the City of Palo Alto ("City"). The City Council last updated the City's ten-year electric (Staff Report ID # 7718) and gas (Staff Report ID # 7862) efficiency goals in 2017 for the period between 2018 and 2027. The cumulative savings targets based on these goals are 5.7% of the City's projected electric usage and 5.1% of the City's projected gas usage. In order to achieve these aggressive EE goals, the City of Palo Alto Utilities (CPAU) has contracted with third -party EE service providers since 2006 to expand the suite of EE programs for its customers. During FY 2017, third -party EE service providers delivered close to 82% of the electric savings and over 97% of the gas savings; the remaining savings are achieved through City of Palo Alto staff -administered programs. The contract terms with third -party EE service providers are typically three years. City of Palo Alto Page 4 Council also adopted the Sustainability and Climate Action Plan (S/CAP) (Staff Report ID # 7304) in November 2016. This framework serves as a roadmap for achieving Palo Alto's 80% by 2030 greenhouse gas reduction goal and for developing the Sustainability Implementation Plan (SIP) (Staff Report ID # 8487). All six contracts are in line to help the City towards achieving its goals set forth in the Sustainability Implementation Plan that includes all the goals from the S/CAP Framework, in four key areas of activity: Energy, Mobility, Electric Vehicles, and Water for 2017 to 2020. Discussion The City relies on partnerships with third party contractors to deliver energy efficiency programs. Such targeted third -party programs have played an important role in meeting mandated state and local energy efficiency goals and objectives. They are also popular with customers, since they often provide turn -key service and require minimal effort to participate. These contract amendments will allow energy savings to continue to accrue without interruption to customers and continue efforts by the City to meet its aggressive energy efficiency savings and sustainability goals. Category 1: Residential EE programs (1) CLEAResult Consulting, Inc. Contract C15159135 The Home Efficiency Genie program, serves both single and multi -family residential households. This program provides phone -based energy consulting services offering EE advice as well as assistance to customers, including help in selecting contractors, reviewing contractor bids, and financing for home efficiency upgrade projects. Hourly compensation for this function is increases by 1.4% per year over the contract term. This program also offers various levels of in -home energy assessment with a customer copayment. Participating customers also receive a Home Energy Assessment Report that identifies EE upgrade opportunities and guides the customer through the upgrade process. Compensation for this function is not increasing over the contract term. The Home Efficiency Genie program has a high educational and customer satisfaction component for Palo Alto residents, which likely leads to additional savings that staff cannot track and include in this program's savings totals. This program also helps channel people to other programs run by the utility, enhancing the savings of other programs. City of Palo Alto Page 5 A summary and history of the CLEAResult (Home Efficiency Genie program) contract is provided below: Resource Savings Contract Costs To -Date FY 2016 FY 2017 Electricity 8,400 kWh 17,874 kWh $534,951 Gas 2,484 therms 2,660 therms Water - 332 CCF TOTAL Not -to Exceed Amount Increase to Contract Limit End of Term (Total Term) Original Contract (June 1 ,2015) Staff Report 5707 $910,000* n/a June 30, 2018 (3 years, and 1 month) Amendment No. 1 (Proposed) $1,820,000 $910,000 June 30, 2021 (6 years, and 1 month) *Roughly half of this NTE was allocated solely for Home Assessments, which had slower uptake than anticipated. Funds for the other services are nearly exhausted. (2) Eagle Systems International, Inc. DBA Synergy Companies C15159125 The Residential Energy Assistance Program ("REAP"), proposed by Eagle Systems International, Inc. DBA Synergy Companies, provides direct installation, no -cost EE services, including weatherization and equipment replacement, to qualified customers based on financial or medical needs. City staff will provide a monthly list of eligible customers to the consultant. Compensation to the program administrator is based on a fixed per unit cost for each eligible measure installed or serviced; administrative costs are included in the per unit fixed costs. Synergy has been administering the REAP program on behalf of CPAU over the past ten years. City of Palo Alto Page 6 A summary and history of the Synergy (Residential Energy Assistance Program) contract is provided below: Resource Savings Contract Costs To -Date FY 2016 FY 2017 Electricity 28,633 kWh 151,929 kWh $523,250 Gas 4,451 therms 6,610 therms Water - 753 CCF TOTAL Not -to Exceed Amount Increase to Contract Limit End of Term (Total Term) Original Contract (June 1 ,2015) Staff Report 5707 $540,000 n/a June 30, 2018 (3 years, and 1 month) Amendment No. 1 (Proposed) $1,140,000 $600,000 June 30, 2021 (6 years, and 1 month) Category 2: Multi -Family EE programs (3) Synergy contract for the Multifamily Residence Plus+ Program C15159125 The MultiFamily (MF) Residence Plus+ program, proposed by Eagle Systems International, Inc. DBA Synergy Companies, provides direct installation, no -cost EE services to multi -family buildings with 4 or more units, including apartments, hospices, and care centers. In addition, this program also targets select small and medium commercial properties to provide attic insulation service which is not available through other SMB channels. Compensation to the program administrator is based on a fixed per unit cost for each eligible measure installed or serviced; administrative costs are included in the per unit fixed costs. Eligible measures include common area upgrades such as attic insulation, efficient lighting upgrades and occupancy sensors. In the summer of 2016, the program was revamped to include more LED lighting upgrades as the price of LEDs had decreased and the quality of the lights improved greatly. The addition of LEDs drew excitement from many property managers and building owners who were initially not interested in participating in the program. City of Palo Alto Page 7 A summary and history of the Synergy (MultiFamily Residence Plus+ Program) contract is provided below: Resource SaVngs Contract Costs To -Date FY 2016 FY 2017 Electricity 176,847 kWh 1,400,252 kWh $921,994 Gas 21,810 therms (1,888) therms* Water - - *Negative savings are caused by interactive effects associated with efficient lighting measures. TOTAL Not -to Exceed Amount Increase to Contract Limit End of Term (Total Term) Original Contract (June 1 ,2015) Staff Report 5707 $450,000 n/a June 30, 2018 (3 years, and 1 month) Amendment No. 1 Staff Report 7192 $950,000 $500,000 June 30, 2018 (3 years, and 1 month) Amendment No. 2 (Proposed) $1,850,000 $900,000 June 30, 2021 (6 years, and 1 month) Category 3: Large Commercial & Industrial EE programs Category 3 programs target CPAU Key Account customers in the government, institutional and private sectors within the City. Key Account customers are typically customers with utility bills that exceed $1 million per year, and also include customers that have special power needs for their facilities. Buildings within this customer segment typically have more complex energy systems, with a dedicated staff managing the facilities and related energy issues. CPAU maintains regular communication with these customers through an assigned Key Account Representative who acts as a single point of contact for all issues including utility services, garbage and recycling services, emergency preparedness, street maintenance and billing issues. Staff recommends that Council approve and authorize the City Manager, or his designee, to execute the attached three third -party EE contracts for the following 3 Utilities Public Benefits Program Contract Amendments, extending the contract term through June 30, 2020 for each of the following agreements: (4) Ecology Action of Santa Cruz C15155144A (5) Enovity, Inc. C15155144B (6) BASE Energy, Inc. C15155144C The structure for these three contracts differs from the Category 1 and Category 2 Programs in that there is an aggregate not to exceed amount of $2,775,000 across all three City of Palo Alto Page 8 agreements over the Term, with an aggregate not to exceed amount of $925,000 per fiscal year. All three Category 3 consultants are very similar in nature, primarily to encourage Key Account customers to optimize building energy performance through implementation of building infrastructure improvements, EE equipment upgrades, and retro-commissioning of building energy systems. A summary and history of the three (3) consultants (C15155144A, C15155144B, and C15155144C) to perform the Category 3 work for the Commercial and Industrial Energy Efficiency Program ("CIEEP") contract is provided below: Resource Savings Contract Costs To -Date FY 2016 FY 2017 Electricity 4,167,805 kWh 2,202,884 kWh $1,520,274 Gas 132,172 therms 115,013 therms Water - - TOTAL Not -to Exceed Amount Increase to Contract Limit End of Term (Total Term) Original Contract (June 1 ,2015) Staff Report 5707 Pooled $2,775,000 n/a June 30, 2018 (3 years, and 1 month) Amendment No. 1 (Proposed) for each Agreement: (4) Ecology Action of Santa Cruz Pooled $2,775,000 $0 June 30, 2020 (5 years, and 1 month) C15155144A (5) Enovity, Inc. C15155144B (6) BASE Energy, Inc. C15155144C RESOURCE IMPACT The funds to support these contract amendments are available within the Utilities electric and natural gas Public Benefits funds, subject to the approval of the FY2019 and subsequent year's budget requests. POLICY IMPLICATIONS The proposed contracts support the Council -approved Gas Utility Long-term Plan, the Ten- year EE Portfolio Plan, the Long-term Electric Acquisition Plan, the Utilities Strategic Plan, and Comprehensive Plan Goal N-9. Implementation of EE programs also support greenhouse gas reduction goals identified in Palo Alto's Climate Protection Plan and in the California Global Warming Solutions Act of 2006 (AB 32). City of Palo Alto Page 9 ENVIRONMENTAL REVIEW Approval of the six third -party EE agreements proposed in this staff report does not meet the definition of a project pursuant to Section 21065 of the California Public Resources Code, thus no environmental review under the California Environmental Quality Act (CEQA) is required and the work performed by consultants and staff in connection with these programs is categorically exempt from CEQA pursuant to section 15301 of Title 14 of the California Code of Regulations Attachments: • Attachment A: (1) Amendment No. 1 to CLEAResult Consulting, Inc. C15159135 • Attachment B: (2) Amendment No. 1 to Eagle Systems International, Inc. DBA Synergy Companies C15159126 • Attachment C: (3) Amendment No. 2 to Eagle Systems International, Inc. DBA Synergy Companies C15159125 • Attachment D: (4) Amendment No. 1 to Ecology Action of Santa Cruz C15155144A • Attachment E: (5) Amendment No. 1 to Enovity, Inc. C15155144B • Attachment F: (6) Amendment No. 1 to BASE Energy, Inc. C15155144C City of Palo Alto Page 10 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE AMENDMENT NO. ONE TO CONTRACT NO. C15159135 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CLEARESULT CONSULTING, INC. FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract No. C15159135 ("Agreement") is entered into June 26, 2018, ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CLEARESULT CONSULTING, INC., a Texas corporation, located at 4301 Westbank Dr., Bldg. A, Suite 300 Austin, TX 78746 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the Parties for the provision of phone -based energy and water efficiency advice services, and on -site assessment services to CITY's residential customers. B. The Parties now desire to amend the Agreement by extending the original term, which was to terminate on June 30, 2018, for an additional three years, with a new termination date of June 30, 2021, and to update and modify the scope of services and compensation exhibits for the extended term, as set forth below. C. The Parties also now desire to increase the current overall "Not to Exceed Amount" by Nine Hundred Ten Thousand Dollars ($910,000), for a new overall total Not to Exceed Amount of One Million Eight Hundred Twenty Thousand Dollars ($1,820,000) over the six year and one -month Term of the Agreement. D. In order to accomplish these purposes, the Parties wish to amend the Agreement. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first sentence to refer to Revised Exhibit "A" to read as follows: "CONSULTANT shall perform the Services described in Revised Exhibit "A" in accordance with the terms and conditions contained in this Agreement." SECTION 2. Section 2. TERM is hereby amended to read as follows: C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 1 of 23 Revision July 20, 2016 DocuSign Envelope ID: El0E1631-79AC-40F9-BD83-ED41304978EE "The term of this Agreement shall be from the date of its full execution through June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. Section 3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to Revised Exhibit "B" to read as follows: "CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Revised Exhibit "B" attached hereto and made a part of this Agreement." SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Million Six Hundred Nine Thousand Dollars ($1,609,000). In the event Additional Services are authorized, the total compensation for Additional Services shall not exceed Two Hundred Eleven Thousand Dollars ($211,000), for an overall total not to exceed amount of One Million Eight Hundred Twenty Thousand Dollars ($1,820,000). The applicable rates and schedule of payment are set out in Revised Exhibit "C", which is attached to and made a part of this Agreement. No Reimbursable Expenses are contemplated as part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Revised Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Revised Exhibit "A". Compensation shall be calculated as set forth in Revised Exhibit "C" attached hereto and made a part of this Agreement." SECTION 5. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign James Russell as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during the day- to-day work on the Project. If circumstances cause the substitution of the project C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 2 of 23 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE 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. The City's project manager is Bruce Lesch or his designee, Utilities Department, Utilities Program Services Division, 250 Hamilton Ave, Palo Alto, CA 94301. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time." SECTION 6. The following exhibit(s) to the Agreement is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Revised Exhibit "A" entitled "SCOPE OF SERVICES". b. Revised Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C" entitled "COMPENSATION". // C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 3 of 23 Revision July 20, 2016 DocuSign Envelope ID: El0E1631-79AC-40F9-BD83-ED41304978EE SECTION 7. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or Designee CLEARESULT CONSULTING, INC. Officer 1 By: 1oocs,9.I.dby: oUald M6vauita, �"2B2FFBDBa2t�aA6. Name: Donald McDaniel Title: Di rector of Financial Reporting Officer 2 By: r—DocuSignerl by t�C.FSEFlsF,Ce«, Name: Ri chard Genece Title: Senior vice President Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATION C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 4 of 23 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE REVISED EXHIBIT "A" SCOPE OF SERVICES CONSULTANT agrees to leverage its residential demand side management program implementation expertise and experience to implement a home efficiency assessment and advisor program to deliver the Home Efficiency Genie Program (sometimes referred to as the "PROGRAM") on behalf of the City of Palo Alto Utilities department ("CITY"). CONSULTANT will provide CITY with efficiency advisors that are residential efficiency experts with a strong command of building science technical knowledge, sales skills, and excellent customer service skills. CONSULTANT will provide both field -based, email and phone -based services to support customers as part of the PROGRAM. Along with offering a CITY residential programs, -concierge advisor service, CONSULTANT will deliver real-time insights for the CITY regarding key performance metrics via customized dashboards from the CONSULTANT's data management system. The CONSULTANT will generate cost-effective electric, gas, and water savings through both direct install and customer or contractor installed measures, as well as advise customers about comfort and health in their homes. The CONSULTANT will continue to make improvements to the program to increase overall customer satisfaction while supporting participation goals through channel marketing with contractors that will generate leads while supporting market transformation and foster an ongoing relationship between the customer and the CITY that can support complementary sustainability programs. A. PROGRAM OVERVIEW Name: Home Efficiency Genie Program Target Market: The PROGRAM will serve single-family and multi -family residential households within the CITY's territory. Brief PROGRAM Description: CONSULTANT will provide a single point of contact for CITY residential customers interested in energy and water efficiency as well as the full scope of all CITY residential programs and rebates. The PROGRAM's overarching goal is to help CITY customers use less energy and water to reduce environmental impacts, improve safety and comfort and save money as well as improving overall customer satisfaction. Key services provided by the PROGRAM will be: 1. Phone -based advising - CONSULTANT will implement phone -based consulting services to act as a gateway for all CITY residential programs as well as topics such as the CITY's sustainability goals, including, but not limited to: pilot programs, EV and PV programs, water efficiency and portal use. CONSULTANT also offers CITY customers efficiency advice and support in participating in CITY's residential rebate program. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 5 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE 2. Home efficiency assessments - CONSULTANT will offer CITY customers in -home efficiency assessments with a customer copayment, also known as a "Genie House Call". Upon completion of an in -home assessment, CONSULTANT will offer participating customers a Home Efficiency Assessment Report that identifies efficiency upgrade opportunities. CONSULTANT will also offer CITY customers electrification assessments with a customer copayment. Upon completion of an electrification assessment, CONSULTANT will offer participating customers a report that identifies potential electrification opportunities. As with the phone -based services, CONSULTANT will guide the customer through the efficiency upgrade process following the Home Efficiency Assessment Report or Electrification Assessment Report. Customers have the option to select contractors, review bids and explore financing options for home and efficiency upgrade projects with the assistance and guidance of CONSULTANT. The PROGRAM will claim energy savings from all measures installed by the customer as a result of the recommendations from the efficiency assessments conducted by CONSULTANT as part of the PROGRAM. 3. Contractor or trade ally management — CONSULTANT vets qualified contractors or trade allies for services recommended through the PROGRAM. List of trade allies will include a disclosure note "Note: This list is provided as a courtesy resource only. The City does not require or endorse the use of any of these firms. This list is not to be construed as exclusive, comprehensive, or limiting in any way." 4. Marketing and events - To generate leads for the PROGRAM, CONSULTANT will support marketing, education and outreach (ME&O) through a variety of channels, including tabling at various CITY locations such as libraries, City Hall and Community Centers, local retail establishments, organizing and hosting community workshops, participation in CITY sponsored events and workshops (e.g. PV, EV, HPWH, water conservation, Great Race for Saving Water, etc.) partnering with community groups (e.g. Cool Blocks, neighborhood associations, etc.) while also engaging with real estate professionals, contractor trade allies, and local employers among others. CONSULTANT will also work with CITY to leverage other CITY marketing activities (e.g. bill inserts, email communications, digital display boards, street banners, posters, etc.) as much as possible to drive leads to the PROGRAM. PROGRAM Energy & Water Savings Target CONSULTANT's energy & water savings targets for the PROGRAM for the term of the Agreement are as provided in Table A.1. C15159135 Amendment No. One 6 of 24 Revision July 20, 2016 CLEARESULT CONSULTING, INC. DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Table A.1 PROGRAM Energy & Water Savings Target Fiscal Year (FY) July 1st —June 30th #Assessments Annual Savings Therms kWh CCF Actual Year 1* FY16 104 2,483 8,502 574 Year 2 FY17 92 4,274 22,741 332 Projections** Year 3 FY18 FY18 Projected: 44 6,000 40,000 334 per FY (Projected: 1,336 FY18- FY21) Year FY19 7,000 50,0004 Year 5 FY20 120 per FY*** (Projected: 480 FY19- FY21) 10,000 70,000 Ye6ar FY21 12,000 90,000 Total FY16-FY21 600 41,757 241,243 2,242 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the Agreement to launch **The increase in savings over time is a result of assessments, but also a result of customers who may have already completed an assessment or utilize the PROGRAM services and then go on to complete an upgrade at a later point in time or in a different calendar year. This trend can be seen in rising conversion rates, the increase in total therm and kWh savings while experiencing a drop in total assessments. ***Projected Assessment = Average of 120 per FY (Base target of 80 per FY to a stretch target of 160 per FY) B. PROGRAM IMPLEMENTATION Quality Assurance Plan CONSULTANT will supervise and manage relationships with contractors that CONSULTANT recommends to customers for completing efficiency upgrade projects. CONSULTANT will operate according to a quality assurance plan that emphasizes transparent and efficient procurement procedures, quality installation of direct install measures, quality of participating contractor installed measures, installation of high efficiency equipment, compliance with the CITY rebate program requirements, and high levels of customer satisfaction. CONSULTANT will obtain pre -approval from CITY for all energy and water efficiency devices that they intend to install at customer homes as part of the PROGRAM. All direct install measures will meet the minimum efficiency ratings required by CITY. CONSULTANT agrees to C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 7 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE ensure that all manufacturer product warranties held either by CONSULTANT or contractors recommended by CONSULTANT will be transferred to the customer in connection with installation; and that CONSULTANT will be available to troubleshoot and or replace any defective direct installs for customers. Without limiting Section 16 (Indemnity) of this Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, contractors or agents involving a customer or customer premises, including issues related to workmanship or damage caused by contractors recommended by CONSULTANT to customers. CONSULTANT will ensure high quality work is performed by contractors through vetting contractor credentials and licensing, monitoring customer feedback and reviewing rebate applications and associated contractor invoices and contacting customers to ensure measures were installed. CONSULTANT will develop and submit a Quality Assurance Plan to the CITY that includes complaint escalation procedures and send out Field Quality Control Inspections on an as needed basis. Evaluation CONSULTANT will interface with CITY's contracted evaluation, measurement and verification firms as necessary. CONSULTANT will evaluate PROGRAM efficacy for participating customers by comparing pre and post PROGRAM energy consumption, and shall include this information in each quarterly update. Staffing Plan CONSULTANT agrees to staff the PROGRAM in accordance with the Staffing Plan set forth below. CONSULTANT shall notify the CITY concerning proposed changes to the plan, and all such changes require prior written consent of the CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to CITY's satisfaction on all CONSULTANT's staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. CONSULTANT's Original Staff Members Effective 6/1/2015 — 6/30/2018 Name Title David Siddiqui Director Jeff Strauss Program Manager Scott Mellberg Associate Program Manager/ Energy Advisor Tony Jung Energy Analyst / BPI Building Analyst/ Energy Advisor Renee Yama Director, Marketing Account Management C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 8 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE CONSULTANT's Updated Staff Members Effective 7/1/2018 — 6/30/2021 Name Title Phone Email James Russell Program Portfolio Manager (415) 963-9864 jrussell@clearesult.com Mr. Russell is responsible for overseeing the portfolio of energy advising programs in California and will engage with the CITY and the CONSULTANT team to ensure the PROGRAM is delivered within budget to meet PROGRAM goals Program Manager (978) 758-6444 Jeff.Strauss@clearesult.com Mr. Strauss will be the Program manager and primary point of contact for the CITY. Jeff Strauss Mr. Strauss is responsible for ensuring the PROGRAM is delivered within budget and for managing, training, and mentoring the implementation team in CONSULTANT's San Bruno office. Associate Program (650) 713-3411 scott.mellberg@clearesult.com Manager Mr. Mellberg will be the dedicated, full-time Efficiency Advisor responsible for Scott Mellberg providing phone -based efficiency advising services and ME&O support. Mr. Mellberg will also serve as an associate program manager and will be responsible for managing, training, and mentoring the implementation team in CONSULTANT's San Bruno office. Energy Analyst / BPI (650) 713-3411 advisor@efficiencygenie.com Building Analyst Tony Jung CONSULTANT will provide a part-time Energy Analyst / BPI Building Analyst to provide field -based efficiency assessment and field quality control services. The Energy Analyst / BPI Building Analyst will also provide outreach and contractor mentorship in support of the PROGRAM's goals. eCSR (650) 713-3411 advisor@efficiencygenie.com CONSULTANT will provide a junior Efficiency Advisor responsible for providing TBD phone -based efficiency advising services and ME&O on an as -needed basis when Scott Mellberg is not available. CONSULTANT will get approval from the CITY when this staff member becomes available. Marketing Account (503) 688-1580 nick.schuder@clearesult.com Management Mr. Schuder works with regional implementation teams to provide marketing Nick Schuder strategy and supervises the CONSULTANT marketing team to ensure that client goals are met. Before Mr. Schuder, Renee Yama fulfilled this role and leveraged in- house marketing resources and expertise for the development of the PROGRAM's initial website and collateral. The following outlines the PROGRAM design and implementation applicable to CONSULTANT: Task 1- PROGRAM IMPLEMENTATION Program Description CONSULTANT will provide phone -based efficiency concierge services and in -person assessments to CITY customers, offering efficiency advice and support with CITY's residential rebate program, C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 9 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE selection of contractors for installation of efficiency improvements, review of contractor bids, support with financing for home and efficiency upgrade projects, and support with other programs offered by the CITY as agreed upon by the CONSULTANT and CITY. CONSULTANT will also offer comprehensive in -home efficiency assessments, also known as a `Genie House Call' with a customer copayment defined by CITY. CONSULTANT will submit customer co -pay amounts and/or discounts or promotions covered by the CONSULTANT, in a monthly report for tracking purposes. CONSULTANT will offer participating house call customers (as applicable) directly installed energy and water saving measures including: LED light bulbs, tier II advanced power strip, high efficiency shower heads, faucet aerators, and garden nozzles. CONSULTANT will also provide participating house call customers a Home Efficiency Assessment Report that identifies efficiency upgrade opportunities. CONSULTANT will also offer CITY customers electrification assessments with a customer copayment defined by CITY. CONSULTANT will submit customer co -pay amounts and/or discounts or promotions covered by the CONSULTANT, in a monthly report for tracking purposes. Upon completion of an electrification assessment, CONSULTANT will also provide participating electrification assessment customers an Electrification Assessment Report that identifies electrification opportunities. Through phone - based services, CONSULTANT will also guide the customer through the efficiency upgrade process or electrification upgrades, including, as noted, assistance with selection of contractors, reviewing bids and financing options. CONSULTANT will claim energy savings from all measures installed by the customer as a result of recommendations from the assessment conducted by CONSULTANT as part of the PROGRAM. Additionally, CONSULTANT will support all eligible residents with information and guidance for rebates and programs offered by the CITY including but not limited to Solar PV, Electric Vehicles (EV), EV Charging and other electrification opportunities. CONSULTANT and CITY will define a process to ensure that there will be no double -counting of energy and water savings. Task 1- PROGRAM RAMP -UP Task 1.1 Marketing Material Development • CONSULTANT will customize a Home Energy Action Plan for CITY. • CONSULTANT will launch a Program website with program description and customer sign-up web -to -lead HTML form. • CONSULTANT will develop draft marketing brochure for use by contractors and energy advisors to promote Program and other existing CITY residential rebate offerings to customers. • CONSULTANT shall submit to CITY all marketing materials, including websites, press releases, brochures, and any content mentioning Program in any capacity for approval prior to publishing said Program materials. C15159135 Amendment No. One 10 of 24 Revision July 20, 2016 CLEARESULT CONSULTING, INC. DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Task 1.2 Task 1.3 Program Development • CONSULTANT will assign a Program Manager to manage the day-to-day operations of the Program to ensure its success and serve as the primary point of contact for the CITY. • CONSULTANT will host Program kick-off meeting with CITY, work with CITY to finalize range of programs promoted by CONSULTANT and review/integrate existing marketing and rebate materials for these programs. • CONSULTANT will finalize the schedule of activities that provides a monthly work plan and implementation timeline and submit such plan to City for review and approval. • Define Marketing, Education & Outreach (ME&O) plan, including identification of outreach activities, locations and frequency for CITY's review and approval. Customer Relationship Management & Data Tracking • CONSULTANT will provide CITY with proposed performance metrics for monthly reporting, work with CITY to finalize performance metrics, customize its Customer Relationship Management (CRM) system to meet CITY requirements, and launch CRM system within two weeks of finalizing metrics. Customization of the CONSULTANT's CRM system includes setting up existing rebates in the system and setting up fields for the specific Program metrics for detailed tracking, reporting and billing. TASK 2 - PROGRAM LAUNCH Task 2.1 Initial Marketing, Education, and Outreach: CONSULTANT will begin with an initial ME&O campaign to all potential partner organizations to introduce them to the Program, establish the relationships, and discuss the goals and expectations of the Program. This campaign includes: • Outreach to local contractors to establish a pool of participating home performance (HVAC, insulation, lighting etc.) contractors for the purposes of referring homeowner leads; • Training qualified contractors to market the Program in CITY's territory by referring clients to Program; • Outreach to local real estate professionals to establish Program referral channels; • Outreach to large local employers to promote Program participation; • Assisting CITY to directly promote the Program through bill inserts or email communications; • Media, case studies (through Palo Alto Patch, etc.); • Conducting presentations at relevant events leveraging existing audiences; • Upgrade success events at previously upgraded homes; and • Launching a simple, clean, branded Program website with web -to -lead form for customer sign-ups (directly linked to CONSULTANT data C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 11 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE management system). Task 2.2 Direct Residential Marketing: CONSULTANT will submit marketing materials to CITY for use in bill inserts, direct mail postcards and detach cards, magazine ads and related marketing channels. TASK 3- PROGRAM IMPLEMENTATION Task 3.1 Task 3.2 Program Enrollment: CONSULTANT will implement the marketing plan and enroll customers that have been screened and identified as qualified. CONSULTANT will focus on two areas of efficiency assistance: direct and indirect efficiency activities. While the Program will generate direct energy and water savings through direct installs, the remainder of the phone -based and field- based services will promote energy savings indirectly through educating and engaging customers and encouraging energy saving behaviors and the completion of additional energy upgrade measures in partnership with contractor trade allies. CONSULTANT has designed the Program such that customer copayments are used to cover some of the cost associated with the field -based services, as well as increase the customer's engagement throughout the process. Phone Advisory Service: CONSULTANT shall maintain a dedicated phone line with the phone number (650)713-3411 for phone -based advising. CONSULTANT will gain customer's verbal approval and liability release prior to participating in phone advising. Through phone -based services, CONSULTANT's Efficiency Advisors will provide proactive, individualized, and ongoing assistance to homeowners with efficiency advice, and will provide registration assistance when requested by customers for the in -home efficiency assessments. The phone -based services will promote energy savings indirectly through further educating and engaging customers and encouraging energy saving behaviors and the completion of additional energy upgrade measures, ideally in partnership with contractor trade allies. CONSULTANT has designed the PROGRAM such that enrolled customer copayments are used to cover some of the cost associated with the field -based services, as well increase the customer's engagement throughout the process. Table 3.1 below further identifies CONSULTANT tasks by customer type. CONSULTANT will divide customers into two categories. Table 3.1 below further identifies CONSULTANT tasks by customer type: • General Inquiry Customers - CONSULTANT will support General Inquiry customers that have been screened and identified as qualified through C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 12 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE phone -based services with general CITY program questions, utility bill analysis, general efficiency consultations, contractor selection, complementary program awareness and referrals, and application and incentive processing. CONSULTANT will also provide ongoing follow-up to these customers as deemed necessary and as capacity allows. CONSULTANT will gain customer's verbal approval and liability release prior to participating in phone advising. • Enrolled Customers - CONSULTANT will enroll customers that have been screened, identified as qualified, and schedule and complete an in -home PROGRAM audit. Customer enrollment occurs when CONSULTANT gains customer's signature on the Program Participation Agreement between CONSULTANT and customer. Similar services will be provided, with the following additions: o Collect signed Program Participation Agreement and identify direct install eligibility o Provide scheduling and payment assistance o Educate customers on how to prepare for a Program Assessment o Generate direct energy and water savings through direct installs during the assessment process o Provide in -home education, demonstration, and consultative services o Ongoing follow-up and engagement, efficiency assessment report review, etc. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 13 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Table B-0.5 PROGRAM Phone Advisory Service Characteristics (June 1, 2018 —June 30, 2021) Task Phone -Based General Inquiry Efficiency or Electrification Assessment Enrolled Support with general CITY program questions, utility bill analysis, general efficiency consultation, and complementary program referrals X X Gain customers verbal approval and liability release X X Gain customer Program Participation Form X Scheduling and payment support X X Incentive application support X X Direct installation of energy and water saving devices as applicable X In -home efficiency assessment or electrification assessment by certified BPI technician and assessment report X In -home demonstration, education, and consultative support X Support with contractor bidding and selection as well as financing options X X Personalized customer experience and holding customers accountable to their efficiency plans X X In-depth customer profile development and data tracking X X Task 3.3 Efficiency Assessments: Customer enrollment occurs when CONSULTANT gains customer's signature on the Program Participation Agreement between CONSULTANT and customer. CONSULTANT will offer customers a range of field -based services, including in - home efficiency assessments. The free efficiency assessment (Level 0) will be a basic consultation at no charge to the customer and will not be advertised; it will be available upon request by CITY for customers with special circumstances (high bill, financial constraints, etc.). Renters in both single family homes and multi -family units will be eligible for the Level 0 assessment, on a case -by -case basis (due to the tenant's lack of ability to participate in measures included in a comprehensive assessment) with pre -written approval by the CITY. All homeowners will be eligible for a comprehensive in -home efficiency assessment. CONSULTANT agrees to offer Efficiency Assessments with the basic characteristics outlined below, including, but not limited to the measures listed. CITY, in its sole discretion by providing written notice to CONSULTANT retains C15159135 Amendment No. One 14 of 24 Revision July 20, 2016 CLEARESULT CONSULTING, INC. DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE the right to add, delete, modify or limit the Eligible Measures, maximum number of individual Eligible Measure per customer or per year or other characteristics set forth in REVISED Table B-1: Table B-1 PROGRAM Basic Characteristics (June 1, 2015 — June 30, 2018) Level 0 Free Level 1 $99 Level 2 Comprehensive $149 Installation of all applicable direct install measures to generate immediate energy savings (2 LED lamps, high efficiency showerheads, faucet aerators, toilet flappers, toilet dye tabs, hose nozzles, door weather-stripping) X X X Field -based advising on energy efficiency topics to encourage energy saving behaviors and the completion of additional energy upgrade measures X X X Field -based overview of historical consumption patterns for water, gas and electric services to drive high customer engagement on behalf of the CITY X X X Visual assessment of the efficiency of the HVAC system(s) X X X Visual assessment of the efficiency of the domestic hot water system(s) X X X Visual assessment of insulation (attic, floor, and walls) X X X Visual assessment of lighting efficiency X X X Visual assessment of windows X X X Visual assessment of the age and condition of major appliances X X X Identification of additional energy saving opportunities (e.g. plug loads) X X X Building envelope leakage (blower door) testing and demonstration X X Duct leakage testing and demonstration X Infrared camera ("IR") scan and demonstration X Energy software modeling X Home Energy Assessment Report X X X C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 15 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE REVISED Table B.1 PROGRAM Basic Characteristics (June 1, 2018 —June 30, 2021) Free (Level 0) Comprehensive Assessment with Co -Pay (Level 2) Installation of all applicable direct install measures to generate immediate energy savings (up to 6 LED lamps, high efficiency showerheads, faucet aerators, toilet flappers, toilet dye tabs, hose nozzles, and advanced power -strip) X X Encourage additional energy saving behaviors and the completion of additional energy upgrade measures X X Overview of historical consumption patterns for water, gas and electric services on behalf of the CITY X X Visual assessment of the efficiency of the HVAC system(s) X X Visual assessment of the efficiency of the domestic hot water system(s) X X Visual assessment of insulation (attic, floor, and walls) X X Visual assessment of lighting efficiency X X Visual assessment of windows X X Visual assessment of the age and condition of major appliances X X Identification of additional energy saving opportunities (e.g. plug loads) X X Building envelope leakage (blower door) testing and demonstration X Duct leakage testing and demonstration X Infrared camera ("IR") scan and demonstration X Energy software modeling X Home Efficiency Assessment Report X X Electrification Education & Assessment Electrical Panel Assessment X Electric Vehicle Readiness Assessment Rooftop Solar Readiness Assessment Heat Pump Water Heater Readiness Assessment Heat Pump Space Heating/Cooling Assessment Heat Pump Dryer Readiness Assessment Induction Cooktop Readiness Assessment Storage Assessment Electrification Assessment Report C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 16 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Task 3.4 Task 3.5 Task 3.6 Task 3.7 Task 3.8 Assessment Reports: CONSULTANT will provide assessment customers with customized Home Efficiency Assessment Reports (which may vary in content depending on the type of home) and will include pictures of the customers' home, findings of the home assessment, and recommendations that will serve as a "map" to help customers navigate the home upgrade process. Field Quality Control (QC) Inspections: CONSULTANT will perform in -field QC inspections to ensure quality of participating contractor installed measures and/or installation of high efficiency equipment. CONSULTANT staff will track, analyze, and report on QC results. Contractor Management: CONSULTANT will recruit, support, and provide quality assurance of participating contractors including contractor onboarding, quality assurance inspections, performance tracking, and complaint management. PROGRAM Referrals: CONSULTANT will provide referrals to relevant complementary CITY sustainability programs. CONSULTANT can drive participation in water conservation programs, waste reduction programs, community solar projects, EV programs, pilot programs, etc. CONSULTANT will systematically track customer referrals to complementary programs to quantify indirect benefits of the PROGRAM. Meetings: CONSULTANT's Program Manager and/or Associate Program Manager will meet with the CITY team on a monthly basis and will also be available for a weekly check -in phone call with the CITY team. CONSULTANT will be available as necessary at any time to ensure effective PROGRAM implementation. Task 4 — INVOICING AND REPORTING Task 4.1 Data Management: CONSULTANT will utilize its data management system to provide data tracking, analysis, and reporting as well as actionable insights regarding real-time PROGRAM performance. In addition to tracking PROGRAM impact, CONSULTANT Energy Advisors track detailed customer information such as barriers and motivations for each account, as well as energy upgrade project status and planned upgrades. CONSULTANT will share customer account records with CITY. Task 4.2 Reporting: CONSULTANT will provide CITY reports on a monthly basis in order to complete invoicing. CONSULTANT will also report on the level of additional participation or "lift" that is attributable to its Energy Advisors. CONSULTANT will provide CITY with regular monthly and annual reports in the form of spreadsheets and/or dashboard summary charts as desired by CITY, and will C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 17 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE also respond to ad -hoc data requests by CITY. Task 4.3 Data Requests: CONSULTANT agrees to work with CITY to respond to CPUC, CEC, or other Federal, State or local data requests or reporting requirements. Task 4.4 Invoicing: CONSULTANT will invoice CITY on a monthly basis consistent with Section 5 of the Agreement, and in accordance with the more specific guidelines set forth in Revised Exhibit "A" and in Revised Exhibit "C". Task 5 — CUSTOMER FEEDBACK Task 5.1 Perform Customer Feedback Surveys: CONSULTANT will address and resolve all customer issues discovered through either survey feedback or other means of customer contact. CONSULTANT will pursue continuous improvements to promote complete customer satisfaction. Customer feedback issues will be tracked by CONSULTANT using the monthly reports, as well as a completed complaint form. CITY retains the right to separately survey PROGRAM participants. Task 5.2 Complaint Escalation: If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five (5) business days, CONSULTANT shall immediately provide CITY with a detailed description of any such complaint, which will include the name and contact information of the customer and any other information requested by CITY. Task 6 — PROGRAM TERMINATION Task 6.1 Wrap-up: The CONSULTANT will resolve all outstanding jobs in progress, as well as customer complaints. Task 7 — SUBMIT FINAL PROGRAM REPORT Task 7.1 Final Report: CONSULTANT will submit a final report which includes a narrative with an overview of the PROGRAM and a spreadsheet detailing the budget and actual PROGRAM cost. The final report will include PROGRAM Achievements, challenges, goals, and lessons learned. CONSULTANT agrees to deliver the final report within 30 days of the end of the Term as such date may be extended at the sole discretion of CITY. TASK 8 - ELECTRIFICTION EDUCATION AND ASSESSMENT Task 8.1 Program Kick-off Meeting: CITY will lead a PROGRAM kick-off meeting with CONSULTANT, as necessary in order to discuss electrification assessment logistics, education materials, marketing coordination, evaluation, monitoring and verification coordination, invoicing and reporting requirements, scope of work, and any contractual issues. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 18 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Task 8.2 Task 8.3 Program Data, Invoicing, and Reporting Training: CONSULTANT will train its team and personnel on reporting systems. CONSULTANT agrees to participate in training to learn how to submit monthly reports to CITY's tracking system as needed. CITY will be invoiced monthly for completed electrification assessments. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to the CITY, for evaluation of the work plan and timeline. Task 8.4 Program Implementation and Deliverables: Task 8.5 Task 8.6 Complete preliminary load calculation for customer to determine a baseline for electrification potential. Educate homeowners about electrification opportunities, processes and related CITY programs and initiatives and provide an Electrification Assessment Report after a home visit. CONSULTANT will assist customer throughout desired electrification process. Invoice and Reporting Tools: CONSULTANT will submit monthly and annual reports with data as requested by the CITY. Tasks 8.1 through 8.5 will be integrated into all other tasks congruent with Tasks 1 through 7, so that the Electrification Education and Assessment is integrated seamlessly into the Home Efficiency Genie program. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 19 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-B083-ED41304978EE REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone by due dates as specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing (Due Date) TASK 1 - PROGRAM IMPLEMENTATION Task 1.1 Within 15 days after contract execution, and ongoing as needed Task 1.2 Within 21 days after contract execution Task 1.3 Within 30 days after contract execution TASK 2 — INVOICING AND REPORTING Task 2.1 Within 60 days after contract execution and ongoing as needed Task 2.2 Within 60 days after contract execution and ongoing as needed TASK 3 — CUSTOMER FEEDBACK Task 3.1 Ongoing and as needed Task 3.2 Ongoing and as needed Task 3.3 Ongoing and as needed Task 3.4 Ongoing Task 3.5 Ongoing and as needed Task 3.6 Ongoing Task 3.7 Ongoing Task 3.8 Ongoing and as needed TASK 4 — INVOICING AND REPORTING Task 4.1 Ongoing and as needed Task 4.2 Ongoing and as needed Task 4.3 Ongoing and as needed Task 4.4 Ongoing and as needed TASK 5 - CUSTOMER FEEDBACK Task 5.1 Ongoing and as needed Task 5.2 Ongoing and as needed TASK 6 - PROGRAM TERMINATION Task 6.1 30 days prior to contract expiration TASK 7 - SUBMIT FINAL PROGRAM REPORT Task 7.1 Within 30 days after contract expiration TASK 8 — ELECTRIFICATION ASSESSMENT Task 8.1 Ongoing and as needed Task 8.2 Ongoing and as needed Task 8.3 Ongoing and as needed Task 8.4 Ongoing Task 8.5 Ongoing Task 8.6 Ongoing C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 20 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE REVISED EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in this Revised Exhibit "C". The compensation to be paid to CONSULTANT under this Agreement for all services described in Revised Exhibit "A", including both payment for professional services and reimbursable expenses, shall NOT EXCEED One Million Eight Hundred Twenty Thousand Dollars ($1,820,000) over the Term of the Agreement, which includes the not to exceed amount for Basic Services ($1,609,000) and the not to exceed amount for Additional Services if authorized by CITY ($211,000). CONSULTANT agrees to complete all services within this amount. 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. Total Basic Services $1,609,000 Total Additional Services $211,000 Maximum Total Compensation NOT TO EXCEED AMOUNT For Term of the Agreement $1,820,000 As set forth in Table C-1 and Revised Table C-1, CITY will compensate CONSULTANT on either a fixed price or time and materials basis based on the task completed by CONSULTANT and approved by CITY. Table C-1 and Revised Table C-1 set forth the NOT TO EXCEED price per task, and such not to exceed amounts include all of CONSULTANT's costs, including, without limitation, administrative costs, marketing/outreach costs, and direct implementation (materials and labor) costs. It is the CITY's expectation that approximately 95% of CONSULTANT's costs be related to direct implementation, marketing and outreach costs (materials and labor) with only approximately 5% reserved for initial, one-time development and set up costs. 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 either on the rates set forth in Table C-1 and Revised Table C 1, or, where not listed, rates mutually agreed upon by CITY and CONSULTANT. 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 Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement, including the not to exceed amount specifically identified in this Revised Exhibit C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 21 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE "C". Refer to Revised Table C-1 for Program Budget for the June 2018- June 2021 time frame. PAYMENT SCHEDULE As described in Section 5 of the Agreement, CONSULTANT will submit invoices, accompanied by complete and accurate reports on work performed, to CITY on a monthly basis. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 22 of 24 Revision July 20, 2016 DocuSign Envelope ID: El0E1631-79AC-40F9-B083-ED41304978EE Table C-1: PROGRAM Budget (June 1, 2015 -June 30, 2018) Task Units Rate/ Units/ MontUnit NTE Monthly NTE Year 1* Year 2 Year 3 FY15-FY18 NTE FY16 NTE FY17 NTE FY18 NTE DEVELOPMENT Data management system setup and customization** - Fixed Cost - - $4,000 - - - Energy assessment tool setup and customization** - Fixed - cost - $7,500 - - - Program Development Hour s $100 - - $6,000 - - - Initial Marketing Hour s $95 - $9,500 Program Material Development - Webpage with web -to- lead form** Fixed Cost $7,000 Program Material Development - Program Collateral*** - - - - $10,173 $4,000 $2,000 - Total Development Costs $50,173 TIME AND MATERIALS (Labor) Phone -Based Energy Advisor Year 1 FY15 hours $65 152.5 $9,912 $29,737 - - _ FY16 hours $67 152.5 $10,217 $122,610 Year 2 FY17 hours $68 152.5 $10,370 - $124,440 - _ Year 3 FY18 hours $68 152.5 $10,370 - - $124,440 _ Total TIME AND MATERIALS (Labor) $401,227 FIXED FEE Energy Assessment Level 0 per $350 6 $2,100 $31,500 $25,200 $25,200 $81,900 Level 1 per $450 8 $3,600 $54,000 $43,200 $43,200 $140,400 Level 2 per $550 8 $4,400 $66,000 $52,800 $52,800 $171,600 Field QC Inspection per $400 - - $5,600 $6,400 $7,200 $19,200 OTHER Contingency/Additional Services $15,168 $15,166 $15,166 $45,500 TOTAL $368,788 $271,206 $ 270,006 $910,000 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the Agreement to launch **Fixed fee compensation to be paid by CITY to CONSULTANT upon completion of task. ***CONSULTANT will submit price quote(s) to CITY for PROGRAM collateral costs prior to incurring such costs. CITY shall approve all such costs in advance and will only compensate CONSULTANT for such PROGRAM collateral costs where CONSULTANT has secured approval of price quotes from CITY in advance. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 23 of 24 Revision July 20, 2016 DocuSign Envelope ID: E10E1631-79AC-40F9-BD83-ED41304978EE Revised Table C-1: PROGRAM Budget (July 1, 2018 -June 30, 2021) DEVELOPMENT Data management system setup and customization1zf Energy assessment tool setup and customization1zl Program Development Initial Marketing Program Material Development - Webpage with web -to -lead form Program Material Development - Program Collaterall3) Rate/Unit Fixed Cost Fixed cost $100/hr. $95/hr. Fixed Cost By Approval Year 11'I $4,000 $7,500 $6,000 $9,500 $7,000 $10,173 ENERGY ADVISOR AND eCSR (Time & Materials) Energy Advisor $65/hr. $ 29,737 $67/hr. $68/hr. $68/hr. Energy Advisor $69/hr. eC5R14) $48/h Energy Advisor $70/h eCSR(4) $49/h Energy Advisor $71/hr. eCSR14) $49/hr. ASSESSMENT "Free Assessment" (Level 0) By Approval Level 1 (Not available FY19-21) "Comprehensive" (Level 2) Field QC Inspection By Approval Promotional Opportunities/Genie Express I5) ADDITIONAL SERVICES Additional Services/ New Measuresl6) Tier 2 Advanced Powerstrips $350/ Assessment $550/ Assessment $400 / Inspection By Approval $ 122,610 $31,500 $54,000 $66,000 $5,600 Year 2 YFY17 Year 3 $4,000 $2,000 A $124,440 r' $25,200 $43,200 $52,800 $6,400 $124,440 $25,200 $43,200 $52,800 $7,200 By Approval $15,168 $15,166 $5,260 Approved Purchase (250 units) w/ $0 Customer $250/ co -pay Assessment w/ $49 Customer $200/ co -pay Assessment Subtotal NTE $368,788 $271,206 $9,906 270,006 $450/ Assessment Year 4 $6,869 $124,440 $115,030 $15,168 $40,000 $290,000 $6,869 $124,440 $116,860 $15,166 $40,000 $291,828 Maximum Total Compensation NOT TO EXCEED AMOUNT For Term of the Agreement Year 6 $6,868 $4,000 $7,500 $6,000 $9,500 $7,000 $36,779 TOTAL NTE $70,779 $ 29,731 $ 122,610 $124,440 $124,440 $124,440 $124,440 $124,440 $124,440 TOTAL NTE $774,541 $118,690 TOTAL NTE $15,166 $40,000 $763,680 $763,680 $81,094 $9,906 $120,000 TOTAL NTE $211,000 $293,658 $1,820,000 Footnotes: Year 1 includes one additional month from FY15 (June 2015) preparing for the Agreement to launch "Fixed fee compensation to be paid by CITY to CONSULTANT upon completion of task. '',CONSULTANT will submit price quote(s) to CITY for PROGRAM collateral costs prior to incurring such costs. CITY shall approve all such costs in advance and will only compensate CONSULTANT for such PROGRAM collateral costs where CONSULTANT has secured approval of peke quotes from CITY in advance. MCONSULTANT will provide a junior Efficiency Advisor responsible for providing phone -based efficiency advising services and ME&O on an as -needed basis when Energy Advisor is not available. CONSULTANT will get approval from the CITY when this staff member becomes available. Promotional Opportunities (Assessments with limited time discounts) and/or Genie Express (Assessments with bulk discount for direct installs) available only upon approval by City. "CITY, in its sole discretion by providing written notice to CONSULTANT retains the right to add, delete, modify or limit the Eligible Measures, Cost per Unit, maximum number of individual Eligible Measures per customer or per year or other characteristics set forth in this column. C15159135 Amendment No. One CLEARESULT CONSULTING, INC. 24 of 24 Revision July 20, 2016 Docu 6 SECURED Certificate Of Completion Envelope Id: E10E163179AC40F9BD83ED41304978EE Subject: Please DocuSign: Amendment No. 1 to CLEAResult Consulting, Inc. C15159135 Source Envelope: Document Pages: 24 Signatures: 2 Certificate Pages: 3 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 24.130.15.219 Record Tracking Status: Original Holder: Kevin Carley 5/25/2018 8:29:13 AM kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Donald McDaniel Donald.McDaniel@clearesult.com Director of Financial Reporting Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Richard Genece Richard.Genece@clearesult.com Senior Vice President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CDocuSigned by: bbta�� n'1-G,/alu'd, 2B2FFBD842E14A6... Using IP Address: 161.69.112.12 CDocuSigned by EFCF6EA5F7C84F7... Using IP Address: 161.69.123.15 Sent: 5/25/2018 8:42:04 AM Resent: 5/28/2018 8:12:01 AM Resent: 5/29/2018 6:52:55 AM Viewed: 5/29/2018 11:36:24 AM Signed: 5/29/2018 11:40:15 AM Sent: 5/25/2018 8:42:04 AM Resent: 5/28/2018 8:12:02 AM Viewed: 5/28/2018 8:50:34 PM Signed: 5/28/2018 8:57:45 PM 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 Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/29/2018 11:40:16 AM Carbon Copy Events Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc II City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Hiromi Kelty Hiromi.Kelty@CityofPaloAlto.org Test Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign joshua wallace joshua.wallace@cityofpaloalto.org Acting UPS Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign jeff strauss jeff.strauss@clearesult.com CLEAResult Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status COPIED COPIED COPIED COPIED COPIED COPIED Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Timestamp Sent: 5/29/2018 11:40:16 AM Sent: 5/29/2018 11:40:17 AM Sent: 5/29/2018 11:40:17 AM Sent: 5/29/2018 11:40:18 AM Sent: 5/29/2018 11:40:18 AM Sent: 5/29/2018 11:40:19 AM Timestamp Timestamps 5/29/2018 11:40:19 AM 5/29/2018 11:40:19 AM 5/29/2018 11:40:19 AM 5/29/2018 11:40:19 AM Payment Events Status Timestamps DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 AMENDMENT NO. ONE TO CONTRACT NO. C15159126 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract No. C15159126 ("Agreement") is entered into June 26, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES, a California corporation, located at 28436 Satellite Street, Hayward, CA 94545 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the Parties for CONSULTANT to provide administration, management, and delivery of direct installation, no -cost energy efficiency services to qualified CITY residents based on financial or medical needs ("Services"). B. The Parties now desire to amend the Agreement by extending the original term, which was to terminate on June 30, 2018, for an additional three years, with a new termination date of June 30, 2021, and to update and modify the scope of services and compensation exhibits for the extended term, as set forth below. C. The Parties also now desire to increase the current "Not to Exceed Amount" by Six Hundred Thousand, Dollars ($600,000), from Five Hundred Forty Thousand Dollars ($540,000) to a new total Not to Exceed Amount of One Million One Hundred Forty Thousand Dollars ($1,140,000) over the six year and one -month Term of the Contract. D. In order to accomplish these purposes, the Parties wish to amend the Agreement. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first sentence to refer to Revised Exhibit "A" to read as follows: "CONSULTANT shall perform the Services described in Revised Exhibit "A" in accordance with the terms and conditions contained in this Agreement." SECTION 2. Section 2. TERM is hereby amended to read as follows: SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 1 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 "The term of this Agreement shall be from the date of its full execution through June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. Section 3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to "Revised Exhibit B" to read as follows: "CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Revised Exhibit "B", attached hereto and made a part of this Agreement." SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Revised Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Million One Hundred Forty Thousand Dollars ($1,140,000). No Additional Services or Reimbursable Expenses are contemplated as part of this Agreement." The applicable rates and schedule of payment are set out in Table "C-1", entitled "REAP Eligible Measure Cost Per Unit" which is included in Revised Exhibit "C" entitled "COMPENSATION" 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 CITY. SECTION 5. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign David Shallenberger as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services 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. The City's project manager is Bruce Lesch or his designee, Utilities Department, SYNERGY C15159126 Amendment No. One 2 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 Utilities Program Services Division, 250 Hamilton Ave, Palo Alto, CA 94301. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time." SECTION 6. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Revised Exhibit "A" entitled "SCOPE OF SERVICES". b. Revised Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C" entitled "COMPENSATION". // SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 3 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 SECTION 7. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or designee EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES Officer 1 �oocusienee ey: By: S{uku., 5 -'iyx ',-5.111 emszca3e_ Name: Steven Shallenberger Title: Officer 2 President By: ,00cs,9.ede. Russ lazoiesu& x_8526 oo3as3aa2 Name: Russ Jacobsen Title: CFO Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATION SYNERGY C15159126 Amendment No. One 4 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 REVISED EXHIBIT "A" SCOPE OF SERVICES CONSULTANT shall administer the Residential Energy Assistance Program ("REAP", or "Program") to qualified low-income residential customers for the City of Palo Alto Utilities Department ("Palo Alto" or "CITY") in accordance with the specifications set forth in this Revised Exhibit "A". A. PROGRAM OVERVIEW REAP is designed to provide direct installation, no -cost energy efficiency services to qualified low income households in Palo Alto. In addition to the specific project components identified in Section B "Program Implementation and Delivery" of this Revised Exhibit "A", CONSULTANT will develop and implement a Marketing Plan, Quality Assurance Plan, and Staffing Plan. Marketing Plan CONSULTANT will carefully develop marketing and outreach plans. CONSULTANT will utilize marketing strategies to garner responses from hard to reach customers, including marketing directly to targeted customer segments and conducting in -person visits by CONSULTANT's associates and technicians. Additionally, CONSULTANT will develop a relationship with neighborhood associations as deemed appropriate by the CITY. The CITY shall pre -qualify all customers that are eligible for the Program based on financial or medical needs and supply a monthly list of eligible customers to CONSULTANT. Quality Assurance Plan CONSULTANT will maintain a Project Manager to monitor the work performed by each technician to ensure proper installation, and that the work is completed in compliance with CITY requirements, and to coordinate with the owner, property manager and maintenance teams, where applicable. CONSULTANT's Project Manager will inspect 100% of the work that is completed. CONSULTANT will contact the customer or property managers/owners after work is completed to ensure customer satisfaction and to gain other important information about the work completed. Staffing Plan CONSULTANT agrees to staff the program in accordance with the Staffing Plan set forth in Table A-1. CONSULTANT shall notify the CITY concerning proposed changes to the staffing plan, and SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 5 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 all such changes require the prior written consent of the CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City's satisfaction on all CONSULTANT's staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, contractors or agents involving a customer or customer premises. Table A-1. Staffing Plan Staffing and Direct Labor Responsibilities % of Total Hours Dave Clark, CEO Steve Shallenberger, President Jim Amos, Regional Manager Administration — Program Overview; Special Requests o 4% David Shallenberger, Engineer Quality Control, M&V, Contracts 3% Russ Jacobson, Controller Administration Financial Services 2% Dave Millward, Project Manager Manager Liaison, Marketing, Outreach, Business Development, Audits 35% Program Dedicated Synergy Liaison Dedicated Palo Alto Program Admin with regular communication or as desired. 10% Customer Service &Scheduling Staff Administration 6% Quality Assurance Manager Production and EM&V 3% Julie Richardson Surveys, Reporting, Invoicing 3% Crew Chiefs & Technicians Installation of measures and customer service 35% TOTAL 100% B. PROGRAM IMPLEMENTATION AND DELIVERY The following outlines a summary of the Program design and implementation: TASK 1 —PROGRAM RAMP -UP SYNERGY C15159126 Amendment No. One 6 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 Task 1.1 Task 1.2 Task 1.3 Task 1.4 Task 1.5 Task 1.6 Program Kick-off Meeting: CONSULTANT will coordinate a program kick-off meeting with CITY's Program Manager and other CITY staff, as necessary, to discuss project logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing requirements, scope of work, any contractual issues, and to explore new technologies to enhance energy savings. Program Data, Invoicing, and Reporting Training: CONSULTANT will train its team and personnel on reporting systems. CONSULTANT agrees to participate in training in order to submit monthly reports into CITY's tracking system. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to CITY for approval. Marketing Plan: CONSULTANT will finalize a detailed marketing plan ("Marketing Plan") which will include a discussion of all necessary Program marketing materials. CONSULTANT will submit its marketing plan to the CITY for approval. Marketing Materials: CONSULTANT will submit to CITY's Program Manager all marketing collateral materials, as outlined in the Marketing Plan, CONSULTANT will obtain CITY's approval prior to any distribution, circulation, or publication of all such materials. Invoice and Reporting Templates: CONSULTANT will submit to CITY a sample of all the reporting templates (i.e., flat files, monthly narrative, quarterly reporting, etc.) that are required (as further outlined herein under Task 5 - Invoicing and Reporting for Completed Jobs). TASK 2 —PROGRAM LAUNCH Task 2.1 CONSULTANT will execute the planned marketing campaign based on the proposed marketing plan. All marketing activities will be coordinated with CITY's Program Manager. TASK 3 — ENROLL CUSTOMERS Task 3.1 Customer enrollment occurs when CONSULTANT executes a "Program Agreement" with a prequalified customer to receive preliminary program services including energy education, home assessment and insulation check. SYNERGY C15159126 Amendment No. One 7 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 Task 3.2 CONSULTANT will work with customers to leverage other energy and water efficiency programs as well as sustainability programs available through CITY and other 3rd Party Program implementers. TASK 4 — INSTALL ENERGY EFFICIENCY MEASURES Task 4.1 Task 4.2 Task 4.3 CONSULTANT will deliver energy savings to customers through the installation of energy efficient hardware, upgrades, and services. All work completed by CONSULTANT under this Agreement must comply with the prevailing building and appliance efficiency standards. Only energy savings that are incremental to the minimum energy savings mandated by Title 20 and Title 24 can be counted towards program savings. To that end, the most recent California Municipal Utility Association Technical Reference Manual (TRM) , should be used as the reference source for determining up-to-date annual energy savings. If a program measure is not covered by the TRM, the CONSULTANT shall provide the estimated energy savings and workpaper(s) or reference source documenting the savings estimation methodology. At its discretion the CITY reserves the right to request updated energy savings calculations. If customer chooses to upgrade any standard direct install measures ("Upgrade Services", CONSULTANT may require a copayment from the customer for any value above standard measure value outlined in Revised Exhibit "C", Compensation. CONSULTANT shall notify CITY of any proposed Upgrade Services and the customer copayment amount. The CITY reserves the right to object to the proposed Upgrade Services on behalf of the customer. CONSULTANT will inspect and verify (per specification) that all installed measures/projects in the Program are properly installed. CONSULTANT will have a Project Manager that supervises installations and work completed at each site. This individual will inspect 100% of all jobs completed by CONSULTANT's technicians. After inspection, CONSULTANT's Project Manager will review the completed work with the customer who will pay for applicable Upgrade Services and sign off that the work is acceptable and satisfactory. TASK 5 — INVOICE AND REPORT FOR COMPLETED PROJECTS Task 5.1 In addition to the invoicing and other requirements agreed upon as part of Task SYNERGY C15159126 Amendment No. One 8 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 1, CONSULTANT will submit monthly reports, quarterly reports, and annual reports to CITY. CONSULTANT shall also provide the CITY with the following documentation: a. Narrative Report, according to format as prescribed by CITY; b. Spreadsheet report with budget and energy savings; c. Program information in a format compatible with CITY's tracking database; a. CONSULTANT will input information directly into the CITY's database to eliminate duplicative data entry efforts by both the CITY and CONSULTANT. d. The CITY in its sole discretion may determine that entries in the tracking system are a substitute for the monthly reports and quarterly reports required under Task 5.1; and e. Such other information reasonably requested by CITY Task 5.2 CONSULTANT agrees to work with CITY to respond to federal, state or local data requests or reporting requirements. TASK 6 — PERFORM CUSTOMER FEEDBACK SURVEYS Task 6.1 Task 6.2 CONSULTANT will address and resolve all customer issues discovered through either survey feedback or other means of customer contact. CONSULTANT will seek continuous improvements to increase customer satisfaction. Customer feedback issues will be tracked by CONSULTANT as part of the monthly reports, as well as a completed complaint form filled out by CONSULTANT. CITY retains the right to separately survey program participants. If any issues arise, CONSULTANT shall immediately notify CITY. If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five (5) days, CONSULTANT shall immediately provide CITY with a detailed description of any such complaint, which will include the name and contact information of the customer and any other information requested by CITY. TASK 7 — RAMP -DOWN AND SHUTDOWN PROGRAM Task 7.1 The CONSULTANT will complete and fully resolve all outstanding jobs in progress, and customer complaints. TASK 8 — SUBMIT FINAL PROGRAM REPORT Task 8.1 CONSULTANT will submit a final report which includes a narrative with an overview of the program and a spreadsheet report with budget and energy SYNERGY C15159126 Amendment No. One 9 of 16 Revision July 20, 2016 Residential Energy Assistance Program DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 savings performance from the program. The narrative will also contain a report on quality assurance information. The final report will include Program achievements, challenges, goals, lessons learned, and program improvements. CONSULTANT agrees to deliver the final report within 30 days of the end of the Term; this date may be extended at the sole discretion of the CITY. CONSULTANT will maintain electronic copies of invoices as required by CITY. Task 9 — NEW MEASURES AND PROGRAM IMPROVEMENTS Task 9.1 CONSULTANT will submit a quarterly report on potential program improvements, including savings numbers for potential new measures submitted in a format or template defined by the City. CITY will approve new measures according to the protocol, defined in Revised Exhibit "C" Compensation Table C-1. SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 10 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task". ', Timing (Due Date) TASK 1— PROGRAM RAMP -UP Task 1.1 Completed within 15 days from Notice to Proceed Task 1.2 Completed within 15 days from Notice to Proceed Task 1.3 Completed within 15 days from Notice to Proceed Task 1.4 Completed within 30 days from Notice to Proceed Task 1.5 Completed within 30 days from Notice to Proceed Task 1.6 Completed within 30 days from Notice to Proceed TASK 2 — PROGRAM LAUNCH Task 2.1 I On going TASK 3 — ENROLL CUSTOMERS Task 3.1 On going Task 3.2 On going TASK 4 — INSTALL EE MEASURES Task 4.1 On going Task 4.2 On going Task 4.3 On going TASK 5 — INVOICE AND REPORT FOR COMPLETED PROJECTS Task 5.1 15th of each month Task 5.2 As needed TASK 6 — PERFORM CUSTOMER FEEDBACK SURVEYS Task 6.1 On going Task 6.2 On going TASK 7 — RAMP -DOWN AND SHUTDOWN PROGRAM Task 7.1 15 days prior to contract expiring TASK 8 — SUBMIT FINAL PROGRAM REPORT Task 8.1 Within 30 days after contract ends TASK 9 — NEW MEASURES AND PROGRAM IMPROVEMENTS Task 9.1 Ongoing SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 11 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 REVISED EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in this Revised Exhibit C. The compensation to be paid to CONSULTANT under this Agreement for all services described in Revised Exhibit "A" ("Basic Services") shall not exceed One Million One Hundred Forty Thousand Dollars ($1,140,000). CONSULTANT agrees to complete all Services within this amount. 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. CITY will compensate CONSULTANT using a fixed -unit pricing structure. CITY will compensate CONSULTANT a fixed price (the Cost per Unit) per Eligible Measure installed and approved by CITY as set forth in Table C-1. The Cost per Unit for each Eligible Measure set forth in Table C- 1 includes all of CONSULTANT's Costs, including, without limitation, administrative costs, marketing/outreach costs, and direct implementation (materials and labor) costs. It is CITY's expectation that approximately 85% of CONSULTANT's costs be related to direct implementation costs (materials and labor) with approximately 15% reserved for marketing/outreach costs and administrative costs respectively. CITY's compensation to CONSULTANT for Eligible Measures is also subject to the Maximum Quantity per Home limitation set forth in Table C-1. Maximum Total Compensation NOT TO EXCEED AMOUNT For Term of the Agreement = $1,140,000 PROGRAM Energy Savings Target & Budget ENERGY SAVINGS TARGETS CONSULTANT Performance Payment Customer Rebate Payment Maximum Total Compensation NOT TO EXCEED Fiscal Year (FY) July 1st —June 30th kWh Therms Year 1* -3 FY16-FY18 166,180 25,722 $540,000 $0 $540,000 Year 4-6 FY19-FY21 200,000 25,000 $600,000 $0 $600,000 TOTAL (FY16-FY21) 366,180 50,722 $1,140,000 $0 $1,140,000 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the Agreement to launch Table C-1: Eligible Measures — Estimated Savings and Compensation CITY, in its sole discretion by providing written notice to CONSULTANT retains the right to add, delete, modify or limit the Eligible Measures, Cost per Unit, maximum number of individual Eligible Measures per customer or per year or other characteristics set forth in Table C-1, installed by CONSULTANT. CITY requests that savings numbers in this table, source, EUL (Expected Useful Life) and any additional data requested by the CITY be updated annually. Sixty days before each fiscal year, or as requested by CITY, CONSULTANT will submit SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 12 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 a proposed updated version of Table C-1 based on the CITY's determined requirements, in CITY's defined TEMPLATE C -land method of submittal which will include new measures as well as measures ending, according to effective period. CITY will compensate CONSULTANT according to approved Table C-1 and with its corresponding effective date. Starting in FY2019, CONSULTANT will update measures list, using the following TEMPLATE C-1. TEMPLATE C-1: Revised Table C-1 REAP Eligible Measure Cost Per Unit Summary Effective FY19-21 Eligible Measure Unit of Maximum Quantity Hardware Labor and Admin Annual Savings Per Unit EUL* Source Description Measure per Home* cost/Unit Costs/Unit kWh Therm Notes: * Estimated Useful Life (EUL) SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 13 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 Table C-1 REAP Eligible Measure Cost Per Unit Summary # Description of EE Measure Unit of Measure Maximum Quantity per Home* Cost per Unit Annual Savings Per Unit Source kWh Therm 1 AC Diagnostic & Tune up w/verification System 1 $195.00 141.75 0.00 DEER 2014 2 Air Source Heat Pump 1- System (plus permits) Unit Permission Only $5,040.00 267.00 0.00 CMUA TRM 2014 Manual 3 Air Source Heat Pump 2- System (plus permits) Unit Permission Only $8,040.00 400.50 0.00 CMUA TRM 2014 Manual 4 Attic Access Weather Stripping Unit 2 $17.18 3.02 5.24 CMUA TRM 2014 Manual 5 Attic Insulation Batt Insulation - Existing Sq.Ft. N/A $1.98 0.03 0.01 CMUA TRM 2014 Manual 6 Attic Insulation Batt Insulation - RO to R38 Sq.Ft. N/A $2.20 0.52 0.17 CMUA TRM 2014 Manual 7 Attic Insulation R-0 to Standard R-38 Sq.Ft. N/A $1.45 0.52 0.17 CMUA TRM 2014 Manual 8 Attic Insulation R-12 to Standard R-38 Sq.Ft. N/A $1.25 0.03 0.01 CMUA TRM 2014 Manual 9 Attic Venting Unit 2 $76.69 3.78 6.55 CMUA TRM 2014 Manual 10 CFL A-19 Bulb when LED not an option Unit Permission Only $10.00 28.00 0.00 CMUA TRM 2014 Manual 11 CFL Fixture with lamps Unit Permission Only $42.00 56.00 0.00 CMUA TRM 2014 Manual 12 CFL R30 Bulb when LED not an option Unit Permission Only $10.00 15.00 0.00 CMUA TRM 2014 Manual 13 Carbon Monoxide Alarm Unit Permission Only $39.33 0.00 0.00 CMUA TRM 2014 Manual 14 Door Replacement Unit 1 $100.00 5.29 9.17 CMUA TRM 2014 Manual 15 Door Sweep Unit 1 $29.95 3.02 5.24 CMUA TRM 2014 Manual 16 Door Weather-stripping Unit 4 $91.60 2.27 3.93 CMUA TRM 2014 Manual 17 Duct Test & Seal Unit 1 $450.00 73.00 19.90 CMUA TRM 2014 Manual 18 Energy Education Unit 1 $75.00 0.00 0.00 CMUA TRM 2014 Manual 19 Exterior LED Light Fixture with Sensor Unit 1 $67.00 39.00 0.00 CMUA TRM 2014 Manual 20 Faucet Aerators Unit 10 $5.90 0.00 4.00 CMUA TRM 2014 Manual SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 14 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCD0B2-E911-420D-9FAD-84DD9DF313D9 Table C-1 (Continued) # Description of EE Measure Unit of Measure Maximum Quantity per Home* Cost per Unit Annual Savings Per Unit Source kWh Therm 21 Furnace Filter Unit 1 $11.00 2.00 0.00 DEER 2014 22 Furnace Replacement (plus permits) Unit Permission Only $2,640.00 0.00 16.21 CMUA TRM 2014 Manual 23 Furnace Replacement Wall Furnace Double (plus permits) Unit Permission Only $3,050.00 0.00 16.21 CMUA TRM 2014 Manual 24 Furnace Replacement Wall Furnace Single (plus permits) Unit Permission Only $1,500.00 0.00 13.82 CMUA TRM 2014 Manual 25 Furnace Replacement with Duct Work (plus permits) Unit Permission Only $7,155.00 73.00 36.11 CMUA TRM 2014 Manual 26 Furnace Tune-up Unit 1 $155.00 33.60 9.77 DEER 2014 27 HVAC Efficient Fan Control Unit 1 $137.00 54.53 28.54 Workpaper 28 Intelligent Power Strip Unit 1 $37.00 24.00 0.00 CMUA TRM 2014 Manual 29 LED 10-13 W replacing 50 W or greater halogen downlight (Interior) Unit 5 $28.00 18.00 0.00 CMUA TRM 2014 Manual 30 LED 10-13 W replacing 50 W or greater halogen downlight (Exterior) Unit 5 $28.00 39.00 0.00 CMUA TRM 2014 Manual 31 LED 19-21 W replacing 90 W or greater halogen downlight (Interior) Unit 5 $36.00 28.00 0.00 CMUA TRM 2014 Manual 32 LED 19-21 W replacing 90 W or greater halogen downlight (Exterior) Unit 5 $36.00 62.00 0.00 CMUA TRM 2014 Manual 33 LED 7 W replacing 50 W MR16 (Exterior) Unit 5 $33.00 54.00 0.00 CMUA TRM 2014 Manual 34 LED A Type 10W replacing 60W Incandescent Unit 5 $16.50 18.00 0.00 CMUA TRM 2014 Manual 35 LED A Type 8W replacing 40W Incandescent Unit 5 $14.00 12.00 0.00 CMUA TRM 2014 Manual 36 LED R30 Bulb Unit 5 $28.00 18.00 0.00 CMUA TRM 2014 Manual 37 LED R40 Bulb Unit 5 $36.00 28.00 0.00 CMUA TRM 2014 Manual 38 Low -Flow Showerheads Unit 4 $39.00 0.00 7.60 CMUA TRM 2014 Manual 39 Max Hourly Rate for Additional Work Hour 3 $65.00 0.00 0.00 CMUA TRM 2014 Manual 40 Minor Home Repair - Walls + Materials Unit 1 $95.00 0.00 0.00 CMUA TRM 2014 Manual 41 NGATTesting Unit 1 $85.00 0.00 0.00 CMUA TRM 2014 Manual 42 Occupancy Sensors Unit 3 $79.00 144.10 0.00 DEER 2014 SYNERGY C15159126 Amendment No. One Residential Energy Assistance Program 15 of 16 Revision July 20, 2016 DocuSign Envelope ID: A8CCDOB2-E911-420D-9FAD-84DD9DF313D9 Table C-1 (Continued) # Description of EE Measure Unit of Measure Maximum Quantity per Home* Cost per Unit Annua Savings Per Unit Source kWh Therm 43 Pipe Insulation Ln. Ft. 1 $9.50 0.00 2.20 CMUA TRM 2014 Manual 44 Program T-stats (with new HVAC install) Unit 1 $73.25 68.80 0.00 CMUA TRM 2014 Manual 45 Refrigerator replacement - 15CF, RHD, WHT, Westinghouse Unit 1 $783.00 106.00 0.00 CMUA TRM 2014 Manual 46 Refrigerator replacement - 18CF, RHD, WHT, Westinghouse Unit 1 $896.00 121.00 0.00 CMUA TRM 2014 Manual 47 Repair Furnace Unit 1 variable, NTE $500 0.00 9.73 CMUATRM 2014 Manual 48 Repair Refrigerator Unit 1 variable, NTE $300 63.60 0.00 CMUATRM 2014 Manual 49 Repair Water Heater Unit 1 variable, NTE $250 0.00 23.00 CMUA TRM 2014 Manual 50 Replace Water Heater (plus permits) Unit 1 $1,650.00 0.00 52.00 CMUA TRM 2014 Manual 51 Smoke Detector Alarm Unit 1 $39.00 0.00 0.00 CMUA TRM 2014 Manual 52 T8 28W 4F1L (Lamps and Ballast) Fixture 4 $52.69 245.00 0.00 CMUA TRM 2014 Manual 53 T8 28W 4F2L (Lamps and Ballast) Fixture 4 $61.76 183.00 0.00 CMUA TRM 2014 Manual 54 T8 28W 4F3L (Lamps and Ballast) Fixture 4 $80.67 122.00 0.00 CMUA TRM 2014 Manual 55 T8 28W 4F4L (Lamps and Ballast) Fixture 4 $83.46 61.00 0.00 CMUA TRM 2014 Manual 56 T8 28W 8F1L (Lamps and Ballast) Fixture 4 $75.05 156.00 0.00 CMUA TRM 2014 Manual 57 T8 28W 8F2L (Lamps and Ballast) Fixture 4 $84.55 108.00 0.00 CMUA TRM 2014 Manual 58 T8 Delamp - Kitchen, food preparation Bulb 4 $27.00 140.65 0.00 CMUA TRM 2014 Manual 59 VFD Pool Pump Retrofit (plus permits) Unit Permission Only $2,400.00 1,711.00 0.00 CMUA TRM 2014 Manual Source for Savings Assumptions: California Municipal Utilities Association (CMUA) Technical Reference Manual (TRM): CMUA TRM 2016 Database for Energy Efficient Resources (DEER): DEER 2014 SYNERGY C15159126 Amendment No. One 16 of 16 Revision July 20, 2016 Residential Energy Assistance Program Docu 6 SECURED Certificate Of Completion Envelope Id: A8CCDOB2E911420D9FAD84DD9DF313D9 Status: Completed Subject: Please DocuSign: (2) Amendment No. 1 to Eagle Systems International, Inc. DBA Synergy Companies... Source Envelope: Document Pages: 16 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 24.130.15.219 Record Tracking Status: Original 5/25/2018 8:42:57 AM Holder: Kevin Carley kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Russ Jacobsen russell.jacobsen@synergycompanies.org CFO Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Steven Shallenberger steveshallenberger@gmail.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSigned by: 85266D028163442... Using IP Address: 12.176.88.243 Dob ,Signed by. '.--•5ED111 E2D52C43E... Using IP Address: 71.199.37.124 Sent: 5/25/2018 8:52:14 AM Resent: 5/28/2018 8:12:14 AM Resent: 5/29/2018 6:53:29 AM Viewed: 5/29/2018 10:39:26 AM Signed: 5/29/2018 10:40:07 AM Sent: 5/25/2018 8:52:14 AM Resent: 5/28/2018 8:12:14 AM Resent: 5/29/2018 6:53:30 AM Viewed: 5/29/2018 7:42:45 AM Signed: 5/29/2018 9:52:26 AM 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 Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/29/2018 10:40:08 AM Carbon Copy Events Status Timestamp Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc 11 City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Hiromi Kelty Hiromi.Kelty@CityofPaloAlto.org Test Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED COPIED COPIED Sent: 5/29/2018 10:40:08 AM Sent: 5/29/2018 10:40:09 AM Sent: 5/29/2018 10:40:09 AM Sent: 5/29/2018 10:40:10 AM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 5/29/2018 10:40:10 AM 5/29/2018 10:40:10 AM 5/29/2018 10:40:10 AM 5/29/2018 10:40:10 AM Payment Events Status Timestamps DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 AMENDMENT NO. TWO TO CONTRACT NO. C15159125 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES FOR PROFESSIONAL SERVICES This Amendment No. Two ("Second Amendment") to Contract No. C15159125 ("Agreement") is entered into June 26, 2018 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES, a California corporation, located at 28436 Satellite Street, Hayward, CA 94545 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement dated June 1, 2015 was entered into between the parties for CONSULTANT to administer, manage and deliver a direct install energy savings program in connection with CITY's program to provide direct installation of energy efficiency (EE) measures at no -cost to CITY's multifamily residences, with 4+ units that include apartments, hospices, care centers and rehab facilities. B. The Agreement was amended on September 26, 2016 (First Amendment) to increase the "Not to Exceed Amount" from Five Hundred Thousand Dollars to Nine Hundred Fifty Thousand Dollars, and to add a pre -inspection step for the customer enrollment process. C. The parties now desire to amend the Agreement again, to extend the original term, which was to terminate on June 30, 2018, for an additional three years, with a new termination date of June 30, 2021, and to update and modify the scope of services and compensation exhibits for the extended term, as set forth below. D. The Parties also now desire to increase the current "Not to Exceed Amount" by Nine Hundred Thousand Dollars ($900,000), from Nine Hundred Fifty Thousand Dollars ($950,000) to a new total Not to Exceed Amount of One Million Eight Hundred Fifty Thousand Dollars ($1,850,000) over the six year and one -month Term of the Agreement. In order to accomplish these purposes, the Parties wish to amend the Agreement. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Second Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 1 of 16 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 sentence to Revised Exhibit "A" to read as follows: CONSULTANT shall perform the Services described in Revised Exhibit "A" in accordance with the terms and conditions contained in this Agreement. SECTION 2. Section 2. TERM is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. Section3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to Revised Exhibit "B", to read as follows: CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Revised Exhibit "B," attached hereto and made a part of this Agreement. SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Revised Exhibit "A" (Basic Services) shall not exceed One Million Eight Hundred Fifty Thousand Dollars ($1,850,000). No Additional Services or Reimbursable Expenses are contemplated as part of this Agreement. The applicable rates and schedule of payment are set out in Table "C-1", entitled "Multifamily Residence Plus+ Program Eligible Measure Cost Per Unit" which is included in Revised Exhibit "C" entitled "COMPENSATION" 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 CITY. SECTION 5. Section 5 INVOICES is hereby amended to read as follows: SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, and hourly rates), based upon the CONSULTANT's billing rates (set forth in Table "C-1"). If applicable, the invoice shall also describe the percentage of completion of each task (set forth in Table "A-2" for EV Charger Referral Program (sometimes referred to as the "TEMPLATE A-2")). The information in SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 2 of 16 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 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. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign David Shallenberger as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services 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 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 Bruce Lesch, Manager, Utility Program Services, or his designee, Utilities Department, at 250 Hamilton Ave, Palo Alto, CA 94303. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time." SECTION 7. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Revised Exhibit "A" entitled "SCOPE OF SERVICES". b. Revised Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C" entitled "COMPENSATION". // SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 3 of 16 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 SECTION 8. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or designee EAGLE SYSTEMS INTERNATIONAL, INC. DBA SYNERGY COMPANIES Officer 1 By: ,--Docnsignedby Stoltuklsurv,,r "-5ED111E2D52043E... Name: Steven shallenberger Title: President Officer 2 By: Docu5ignetl by: ruSS jaatiSun, X852660028163442_ Name: Russ Jacobsen Title: Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATION CFO SYNERGY C15159125 Amendment No. Two 4 of 16 Revision July 20, 2016 Multifamily Residence Plus+ Program DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 REVISED EXHIBIT "A" SCOPE OF SERVICES CONSULTANT agrees to deliver the Multifamily Residence Plus+ Program (sometimes referred to as the "PROGRAM" and known as the Multifamily Plus or MF+ Program) to multifamily residences with 4+ units, including hospices, care centers, rehab facilities, and select small and medium commercial properties for the City of Palo Alto Utilities department ("Palo Alto" or "CITY") in accordance with the specifications set forth in this Revised Exhibit "A". A. OVERVIEW This Multifamily Residence Plus+ Program is designed to provide direct installation of energy efficiency (EE) measures at no -cost to targeted customers. In addition to the PROGRAM, the CONSULTANT will also cross -promote other CITY offerings targeted to Multifamily properties, including the CITY's EV Charger Rebate Program for Multifamily and Mixed -use buildings. The PROGRAM serves Palo Alto's hard to reach multifamily residences, with 4+ units that include apartments, hospices, care centers and rehab facilities. In addition to the specific project components identified in Section B — "Program Implementation and Delivery" of this Revised Exhibit "A", CONSULTANT will develop and implement a Marketing Plan, Quality Assurance Plan, and Staffing Plan. Target Customers/Markets CONSULTANT's primary targets for the PROGRAM are residences with 4 or more units, include 4 + apartments, hospices, care centers, rehab facilities, and select small and medium commercial properties in the CITY in accordance with the specifications set forth in this Revised Exhibit "A". Marketing Plan CONSULTANT will carefully develop marketing and outreach plans. CONSULTANT will utilize marketing strategies to garner high levels of responses and participation, including marketing directly to targeted customers segments via in -person visits by CONSULTANT's associates and technicians. Additionally, CONSULTANT will develop relationships with home owner associations. Quality Assurance Plan CONSULTANT will maintain a Project Manager that monitors the work performed by each technician to verify the correct installation of work, to ensure that work is completed in compliance with CITY requirements, and to coordinate with the owner, property manager and maintenance teams, where applicable. CONSULTANT's Project Manager will evaluate 100% of the work that is completed and report to the CITY regarding the same. SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 5 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 CONSULTANT will contact property managers/owners and business managers/owners after work is completed to determine satisfaction and to gain other pertinent information about the work completed. CONSULTANT will have property manager/owner complete a satisfaction survey covering questions regarding EE installations as well as EV Charger Rebate Program. CONSULTANT agrees to maintain an in-house inspection team that physically inspects 100% of all jobs completed by each technician. Program Staffing Plan CONSULTANT agrees to staff the PROGRAM in accordance with the Staffing Plan set forth in Table A-1. CONSULTANT shall notify the CITY concerning proposed changes to the staffing plan, and all such changes require the prior written consent of the CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City's satisfaction on all CONSULTANT's staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, contractors or agents involving a customer or customer premises. Table A-1. PROGRAM Staffing Plan Staffing and Direct Labor Responsibilities % of Total Hours Dave Clark, CEO Steve Shallenberger, President Jim Amos, Regional Manager Administration — Program Overview; Special Requests 4% David Shallenberger, Engineer Quality Control, M&V, Contracts 3% Russ Jacobson, Controller Administration — Financial Services 2% Dave Millward, Project Manager Manager Liaison, Marketing, Outreach, Business Development, Audits 35% Program Dedicated Synergy Liaison Dedicated Palo Alto Program Admin with regular communication or as desired. 10% Customer Service &Scheduling Staff Administration 6% Quality Assurance Manager Production and EM&V 3% Julie Richardson Surveys, Reporting, Invoicing 3% Crew Chiefs & Technicians Installation of measures and customer service 34% TOTAL 100% B. PROGRAM IMPLEMENTATION AND DELIVERY SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 6of17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 The following outlines a summary of the PROGRAM design and implementation: Task 1 —Program Ramp -up Task 1.1 Task 1.2 Task 1.3 Task 1.4 Task 1.5 Task 1.6 Program Kick-off Meeting: CONSULTANT will lead a PROGRAM kick-off meeting with the CITY's Program Manager and other CITY staff, as necessary in order to discuss project logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing and reporting requirements, scope of work, any contractual issues, and to explore new technologies to enhance energy savings. Program Data, Invoicing, and Reporting Training: CONSULTANTwill train its team and personnel on reporting systems. CONSULTANT agrees to participate in training to learn how to submit monthly reports into CITY's tracking system as needed. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to the CITY, for evaluation of the work plan and timeline. Marketing Plan: CONSULTANT will finalize a detailed marketing plan ("Marketing Plan") which will include a discussion of all necessary PROGRAM marketing materials directly involved with PROGRAM implementation or for general customer information. Marketing Materials: CONSULTANT will submit to the CITY's Program Manager all marketing collateral materials, as outlined in the Marketing Plan. CONSULTANT will obtain CITY authorization prior to any distribution, circulation, or publication of all such materials. Invoice and Reporting Tools: CONSULTANT will submit to CITY a sample of all the reporting tools (i.e., flat files, monthly narrative, quarterly reporting, etc.) that are required, as further outlined herein, including under Task 5 - Invoicing and Reporting for Completed Jobs. Task 2 —Program Launch Task 2.1 Implement Marketing Campaign: CONSULTANT will execute the planned marketing campaign based on the proposed marketing plan. All marketing activities will be coordinated with the CITY's Program Manager. SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 7 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 Task 3 — Enroll Customers (pre -commitment stage) Task 3.0 Task 3.1 Task 3.2 Pre-Inspection/Pre-Approval: CONSULTANT will submit a detailed estimate of proposed project. CITY will review and may conduct a Pre -Inspection to review scope of work for each project. Program Agreement: CONSULTANT will implement the Marketing Plan and utilize the marketing materials created to enroll customers. Customer enrollment occurs when CONSULTANT executes a "Program Agreement" with the customer to receive preliminary program services. Optimize other CITY Programs for customer benefit: CONSULTANT will coordinate with CITY to leverage CONSULTANT interactions with participating multifamily buildings and small and medium sized businesses in order to promote CITY's other energy efficiency, demand response, renewable and water program offerings, including the EV Charger Rebate Referral Program. Task 4 — Install EE Measures (commitment stage) Task 4.1 Project Installation: CONSULTANT will deliver energy savings to customers through the installation of energy efficient hardware, upgrades, and services. Task 4.2 Inspections: CONSULTANT will inspect and verify (per specification) that all installed measures/projects in the PROGRAM are properly installed. CONSULTANT will have a Project Manager that supervises installations and work completed at each site. This individual will inspect 100% of its jobs as technicians are completing their work. When the work is complete, the CITY's Program Manager will review work completed with the customer and have the customer sign off that the work is acceptable and satisfactory. Task 5 — Invoicing and Reporting Task 5.1 In addition to the invoicing and other requirements set forth in the Agreement, CONSULTANT will send in monthly report and annual reports to CITY. CONSULTANT shall also provide the CITY with the following documentation: a. Narrative Report, in alignment with format as prescribed by CITY; b. Spreadsheet report with budget and energy savings; c. Program information in a format compatible with CITY's tracking database; d. Beginning on a date set by CITY's Program Manager, CONSULTANT will input PROGRAM information into the CITY's tracking system (if applicable). The CITY in its sole discretion may determine that entries in the tracking system are a substitute for the monthly reports required under Task 5.1; e. Such other information reasonably requested by CITY. SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 8 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 Task 5.2 CONSULTANT will evaluate PROGRAM progress with each monthly report. Task 5.3 CONSULTANT agrees to work with CITY to respond to federal, state or local data requests or reporting requirements. Task 5.4 Only energy savings that are incremental to the minimum energy savings mandated by Title 20 and Title 24 can be counted towards PROGRAM savings. To that end, the California Municipal Utility Association Technical Reference Manual (TRM), as the same may be amended from time to time, should be used as the reference source for determining annual energy savings. If a PROGRAM measure is not covered by the TRM, the CONSULTANT shall provide, to the CITY's satisfaction, the estimated energy savings and work paper(s) or reference source documenting the savings estimation methodology. At its discretion, the CITY holds the right to request updated energy savings calculations. Additionally, for projects that involve lighting retrofit installations at nonresidential customer sites, CONSULTANT shall estimate the energy savings using the "TRM Non -Residential lighting energy savings calculator", or other similar calculators that incorporate the Title 24 and Title 20 baseline for estimating energy savings. If the latter is preferred, CONSULTANT will need to demonstrate, to the CITY's satisfaction, that the energy savings calculation methodologies and the resultant savings from the TRM energy savings calculator and the CONSULTANT -preferred calculator are equivalent. At CITY's discretion, CONSULTANT may work with CITY's EM&V consultant(s) to develop a plan that accurately validates PROGRAM outcomes. Task 6 — Customer Service Task 6.1 CONSULTANT will address and resolve all customer issues discovered through either survey feedback or other means of customer contact. CONSULTANT will pursue continuous improvements to promote complete customer satisfaction. Customer feedback issues will be tracked by CONSULTANT using the monthly reports, as well as a completed complaint form filled out by CONSULTANT. CITY retains the right to separately survey PROGRAM participants. If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five (5) days, CONSULTANT shall immediately provide CITY SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 9 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 with a detailed description of any such complaint, which will include the name and contact information of the customer and any other information requested by CITY. CONSULTANT will provide a one year warranty to customers for all measures from the date of installation. Task 7 — Program Ramp -Down and Shutdown Task 7.1 Program Ramp -down: The CONSULTANT will complete and fully resolve all outstanding jobs in progress and any customer complaints. Task 8 — Submit Final Program Report Task 8.1 CONSULTANT will submit a final report which includes a narrative with an overview of the PROGRAM and a workbook report with budget and energy savings performance from the PROGRAM. The narrative will also contain a report on quality assurance information. The final report will include PROGRAM achievements, challenges, goals, lessons learned, and PROGRAM improvements. Task 8.2 CONSULTANT agrees to deliver the final report within 30 days of the end of the Term as such date may be extended at the sole discretion of the CITY. CONSULTANT will maintains electronic copies of invoices as is required by CITY. Task 9 — EV Charger Rebate Referral Program Task 9.1 Task 9.2 Task 9.3 Program Kick-off Meeting: CITY will lead a PROGRAM kick-off meeting with CONSULTANT, as necessary in order to discuss project logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing and reporting requirements, scope of work, and any contractual issues. Program Data, Invoicing, and Reporting Training: CONSULTANT will train its team and personnel on reporting systems. CONSULTANT agrees to participate in training to learn how to submit monthly reports into CITY's tracking system as needed. CITY will be invoiced only after the customer's EV charger installation passes the CITY Development Center's final inspection and it has been confirmed that the customer has received an EV Charger rebate from the CITY. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to the CITY, for evaluation of the work plan and timeline. SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 10 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 Task 9.4 CONSULTANT's Responsibilities: Educate building owners and managers about CITY's EV Charger Rebate program. If a customer decides to proceed with program participation, the CONSULTANT agrees to follow best practices as outlined here: https://www.cityofpaloalto.org/gov/depts/utl/news/details.asp?News) D=1575&TargetID=235,310 CONSULTANT will assist customer throughout rebate process until installation of EV Charger(s) are completed and rebates are received. Task 9.4 Invoice and Reporting Tools: CONSULTANT shall send a monthly report and annual reports to CITY. a. For the EV Charger Rebate Referral Program, CONSULTANT will submit a monthly report using the following TEMPLATE A-2, with headers and drop downs, including information below, but not limited to: TEMPLATE A-2: Table A-2. EV Charger Referral Program Monthly Report Effective FY19-21 EV Charger Rebate Referral Program Monthly Report Communication Complex EV Charger Installation Date Status* Interest Level Name Address Contact Phone Email Brand / Model Level 2 or 3 Quantity Note *These columns will be standardized responses * Status drop down options may include: In Progress/Declined/Completed b. Such other information reasonably requested by CITY. Task 9.5 Integration into existing program: Tasks 9.1 through 9.4 will be integrated into all other tasks congruent with Tasks 6.1- 8.2 so that the EV Charger Referral Program is integrated seamlessly into the Multifamily Plus program. SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 11 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing (Due Date) Task 1 —PROGRAM RAMP -UP Task 1.1 Within 15 days of contract execution date Task 1.2 Within 15 days of contract execution date Task 1.3 Within 30 days of contract execution date Task 1.4 Within 30 days of contract execution date and Ongoing Task 1.5 Within 30 days of contract execution date and Ongoing Task 1.6 Within 30 days of contract execution date and Ongoing Task 2 —PROGRAM LAUNCH Task 2.1 Ongoing over Term of Agreement Task 3 — ENROLL CUSTOMERS (PRE -COMMITMENT STAGE) Task 3.0 Ongoing over Term of Agreement Task 3.1 Ongoing over Term of Agreement Task 3.2 Ongoing over Term of Agreement Task 4 — INSTALL EE MEASURES (COMMITMENT STAGE) Task 4.1 Ongoing over Term of Agreement Task 4.2 Ongoing over Term of Agreement Task 5 — INVOICING AND REPORTING Task 5.1 15th of each month Task 5.2 15th of each month Task 5.3 Ongoing over Term of Agreement Task 5.4 Ongoing over Term of Agreement Task 6 — CUSTOMER SERVICE Task 6.1 Ongoing over Term of Agreement Task 7 — RAMP -DOWN AND SHUTDOWN PROGRAM Task 7.1 Ongoing through June 30, 2018 Task 8 — SUBMIT FINAL PROGRAM REPORT Task 8.1 As requested by CITY Program manager Task 8.2. Prior to June 30, 2018 Task 9 - EV CHARGER REBATE REFERRAL PROGRAM Task 9.1 Program Kick-off Meeting Task 9.2 Program Data, Invoicing, and Reporting Training Task 9.3 Schedule of Activities Task 9.4 CONSULTANT's Responsibilities Task 9.5 Invoice and Reporting Tools SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 12 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 REVISED EXHIBIT "C" COMPENSATION CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in this Revised Exhibit "C". The compensation to be paid to CONSULTANT under this Agreement for all services described in Revised Exhibit "A" ("Basic Services") shall not exceed one million eight hundred fifty thousand dollars ($1,850,000) for the Term of the Agreement as set forth in Table 1 below. CONSULTANT agrees to complete all Services within this amount. 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. CITY will compensate CONSULTANT using a fixed -unit pricing structure. CITY will compensate CONSULTANT at a fixed price (the Cost per Unit) per Eligible Measure installed and approved by CITY as set forth in Table C-1. The Cost per Unit for each Eligible Measure set forth in Table C-1 includes all of CONSULTANT's costs, including, without limitation, administrative costs, marketing/outreach costs, and direct implementation (materials and labor) costs. It is CITY's expectation that approximately 85% of CONSULTANT's costs be related to direct implementation costs (materials and labor) with approximately 15% reserved for marketing/outreach costs and administrative costs respectively. Maximum Total Compensation NOT TO EXCEED AMOUNT For Term of the Agreement = $1,850,000 SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 13 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 PROGRAM Energy Saving Target & Budget Fiscal Year (FY) July 1st —June 30th PROGRAM (Multifamily Residence Plus+ Program) EV Charger Concierge Services** Budget Annual Gross kWh kW Therms #of Sites Budget Year 1* FY16 $183,464 176,847 194.4 21,810 Year 2 FY17 $500,000 1,335,699 160.3 Year 3 FY18 $266,536 250,000 200 20,000 Year 4 FY19 $375,000 250,000 200 20,000 24 $11,250 Year 5 FY20 $300,000 250,000 200 20,000 24 $9,000 Year 6 FY21 $225,000 250,000 200 20,000 24 $6,750 Total (FY16-FY21) $1,850,000 1,786,317 1,154.7 101,810 72 NTE $27,000*** Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the Agreement to launch **NTE 3% of annual budget ***Fee for performance based EVSE Concierge Service = $500/site, installed. Payment made from Low Carbon Fuel Standard (LCFS) funds ****year 4, 5 & 6 = $900,000/3=$300,000 for 3 years. We want to frontload the funds as we are adding new measures $ ramping up CITY, in its sole discretion by providing written notice to CONSULTANT retains the right to add, delete, modify or limit the Eligible Measures, Cost per Unit, maximum number of individual Eligible Measures per customer or per year or other characteristics set forth in Table C-1, installed by CONSULTANT. CITY requests that savings numbers in this table, source, EUL (Expected Useful Life) and any additional data requested by the CITY be updated annually. Sixty days before each fiscal year, or as requested by CITY, CONSULTANT will submit a proposed updated version of Table C-1 based on the CITY's determined requirements, in CITY's defined TEMPLATE C-1 and method of submittal which will include new measures as well as measures ending, according to effective period. CITY will compensate CONSULTANT according to approved Table C-1 and with its corresponding effective date. Starting in FY2019, CONSULTANT will update measures list, using the following TEMPLATE C-1. TEMPLATE C-1: Revised Table C-1 Multifamily Residence Plus+ Program Eligible Measure Cost Per Unit Summary Effective FY19-21 Eligible Maximum Annual kWh Annual Therm EUL Source # Measure Unit of Quantity per Hardware Labor and Admin savings savings Description Measure Home* cost/Unit Costs/Unit SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 14of17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 Table C-1 Multifamily Residence Plus+ Program Eligible Measure Cost Per Unit Summary # Description of EE Measure Unit of Measure Cost Per Unit TRC Annual Savings Per Unit Source for Savings Assumptions (Name and Year of Publirationl EUL* (Years) Effective Period (Year) kWh kW therm 1 Attic Insulation R-12 to Standard R-38 Sq.Ft. $1.05 2.71 0.5 0.000 0.2 CMUA TRM 2016 20 7/1/18 - 6/30/19 2 Attic Insulation R-0 to Standard R-38 Sq.Ft. $1.25 2.28 0.5 0.000 0.2 CMUA TRM 2016 20 7/1/18 - 6/30/19 3 Occupancy Sensors Unit $79.00 1.31 144.1 0.045 0.0 DEER 2014 8 7/1/18-6/30/19 4 Tier 2 Advanced Power Strip (APS) Unit $118.00 1.79 212.0 0.002 0.0 CMUA TRM 2016 12 7/1/18 - 6/30/19 5 LED 10-13 W replacing 50 W halogen downlight (Exterior) Unit $28.00 2.02 48.0 0.000 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 6 LED 10-13 W replacing 50 W halogen downlight (Interior) Unit $28.00 0.93 22.0 0.002 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 7 LED 19-21 W replacing 90 W halogen downlight (Exterior) Unit $36.00 2.85 87.0 0.000 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 8 LED 19-21 W replacing 90 W halogen downlight (Interior) Unit $36.00 1.28 39.0 0.004 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 9 LED A Type 10W replacing 60W Incandescent Unit $16.50 4.57 64.0 0.010 0.0 CMUA TRM 2016 15 7/1/18-6/30/19 10 LED A Type 8W replacing 40W Incandescent Unit $14.00 4.04 48.0 0.008 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 11 LED 7 W replacing 50 W MR16 (Exterior) Unit $33.00 1.93 54.0 0.000 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 12 Open Sign LED - Office Unit $265.00 3.92 843.0 0.225 0.0 CMUA TRM 2016 16 7/1/18 - 6/30/19 13 Open Sign LED - Retail Unit $265.00 4.14 889.0 0.214 0.0 CMUA TRM 2016 16 7/1/18-6/30/19 14 LED Exit Sign - One Sided Unit $57.00 3.94 191.8 0.028 -1.1 CMUA TRM 2016 16 7/1/18 - 6/30/19 15 LED Exit Sign - Two Sided Unit $57.00 6.42 313.0 0.045 -1.8 CMUA TRM 2016 16 7/1/18 - 6/30/19 16 Vending machine controller Unit $213.00 3.61 1612.0 0.000 0.0 CMUA TRM 2016 5 7/1/18-6/30/19 17 T8 28W replacing T8 32W 4F4L Lamp $56.22 2.08 245.0 0.380 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 18 T8 28W replacing T8 32W 4F3L Lamp $46.02 1.90 183.0 0.285 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 19 T8 28W replacing T8 32W 4F2L Lamp $36.02 1.61 122.0 0.190 0.0 CMUA TRM 2016 5 7/1/18-6/30/19 20 T8 28W replacing T8 32W 4F1L Lamp $28.72 1.01 61.0 0.095 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 21 T8 28W replacing T8 32W 8F2L Lamp $38.92 1.91 156.0 0.225 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 22 T8 28W replacing T8 32W 8F1L Lamp $32.15 1.60 108.0 0.120 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 23 T8 Delamp 1 -lamp - Corridors, stairs, etc. Lamp $27.00 1.46 82.8 0.025 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 24 T8 Delamp 1 -lamp - Kitchen, Food Prep Lamp $27.00 2.48 140.6 0.027 0.0 CMUA TRM 2016 5 7/1/18-6/30/19 25 T8 Delamp 1 -lamp - Office space <250 sf Lamp $27.00 1.40 79.1 0.024 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 26 T8 Delamp 1 -lamp - Office space >250 sf Lamp $27.00 1.40 79.1 0.024 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 27 T8 Delamp 1 -lamp - Office space < 1,000 sf Lamp $27.00 1.40 79.1 0.024 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 28 T8 Delamp 1 -lamp - Tenant lease space Lamp $27.00 1.79 101.3 0.024 0.0 CMUA TRM 2016 5 7/1/18 - 6/30/19 29 T8 Delamp 1 -lamp - Waiting area Lamp $27.00 1.44 81.8 0.025 0.0 CMUA TRM 2016 5 7/1/18-6/30/19 30 Hot Water Sensor Circulation Pump Pump $1,650.00 7.15 1206.0 0.000 1458.0 SCG Workpaper 2014 10 7/1/18 - 6/30/19 31 VFD Pool Pump Retrofit (MF Complexes) Unit $2,400.00 2.01 5586.0 0.360 0.0 Cal TF Workpaper 2014 10 7/1/18 - 6/30/19 32 LED 30W Wall Pack replacing 150W fixture Unit $240.00 2.02 559.0 0.027 0.0 CMUA TRM 2016 10 7/1/18 - 6/30/19 SYNERGY C15159125 Amendment No. Two Multifamily Residence Plus+ Program 15 of 17 Revision July 20, 2016 DocuSign Envelope ID: AE7CB7E9-2F8E-40E3-8ACD-235C2CD3B1C6 Table C-1 (Continued from Page 16) # Description of EE Measure Unit of Measure Cost per Unit TRC Annual Savings Per Unit Source for Savings Assumptions (Name and Year of Publication) EUL* (Years) Effective Period (Year) kWh kW therm 33 LED 60W Wall Pack replacing 250W fixture Unit $290.00 2.54 852.0 0.041 0.0 CMUA TRM 2016 10 7/1/18 - 6/30/19 34 7W LED replacing 23W CFL (1.5 hrs. per day) low usage Bulb $14.00 0.8 8.1 0.001 0.0 CMUA TRM 2016 15 7/1/18 - 6/30/19 35 7W LED replacing 23W CFL (3.4 hrs. per day) med usage Bulb $14.00 1.8 19.8 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 36 7W LED replacing 23W CFL (11.4 hrs. per day) high usage Bulb $14.00 6.2 65.9 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 37 7W LED replacing 18W CFL (1.5 hrs. per day) low usage Bulb $14.00 0.5 5.6 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 38 7W LED replacing 18W CFL (3.4 hrs. per day) med usage Bulb $14.00 1.3 13.6 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 39 7W LED replacing 18W CFL (11.4 hrs. per day) high usage Bulb $14.00 4.2 45.3 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/10/19 40 9W LED replacing 23W CFL (1.5 hrs. per day) low usage Bulb $16.50 0.6 7.1 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 41 9W LED replacing 23W CFL (3.4 hrs. per day) med usage Bulb $16.50 1.4 17.3 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 42 9W LED replacing 23W CFL (11.4 hrs. per day) high usage Bulb $16.50 4.6 57.7 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 43 11W LED replacing 23W R30 CFL (11.4 hrs. per day) high usage Bulb $28.00 2.3 49.4 0.001 0 CMUA TRM 2016 15 7/1/18 - 6/30/19 44 T8 to LED 1- bulb (11.4 hrs. per day) high usage Fixture $58.00 1.43 74.0 0.004 -0.4 CMUA TRM 2016 15 7/1/18 - 45 T8 to LED 2- bulb (11.4 hrs. per day) high usage Fixture $74.00 2.25 148.5 0.007 -0.8 CMUA TRM 2016 15 7/1/18 - 6/30/19 46 T8 to LED 3- bulb (11.4 hrs. per day) high usage Fixture $92.00 2.71 222.0 0.012 -1.2 CMUA TRM 2016 15 7/1/18 - 6/30/19 47 T8 to LED 4 - bulb (11.4 hrs. per day) high usage Fixture $109.00 3.06 297.0 0.014 -1.6 CMUA TRM 2016 15 7/1/18 - 6/30/19 48 T8 to LED 1- bulb (5.2 hrs. per day) med usage Fixture $58.00 0.65 33.7 0.004 -0.2 CMUA TRM 2016 15 7/1/18 - 6/30/19 49 T8 to LED 2- bulb (5.2 hrs. per day) med usage Fixture $74.00 1.02 67.4 0.007 -0.4 CMUA TRM 2016 15 7/1/18 - 6/30/19 50 T8 to LED 3- bulb (5.2 hrs. per day) med usage Fixture $92.00 1.24 101.2 0.011 -0.5 CMUA TRM 2016 15 7/1/18 - 6/30/19 51 T8 to LED 4 - bulb (5.2 hrs. per day) med usage Fixture $109.00 1.39 134.9 0.014 -0.7 CMUA TRM 2016 15 7/1/18 - 6/30/19 52 T8 to LED 1- bulb with ballast switch out (11.4 hrs. per day) high usage Fixture $89.00 1.16 91.7 0.004 -0.5 CMUA TRM 2016 15 7/1/18 - 53 T8 to LED 2- bulb with ballast switch out (11.4 hrs. per day) high usage Fixture $99.00 2.08 183.5 0.009 -1.0 CMUA TRM 2016 15 7/1/18 - 54 T8 to LED 3- bulb with ballast switch out (11.4 hrs. per day) high usage Fixture $109.00 2.83 275.2 0.001 -1.5 CMUA TRM 2016 15 7/1/18 - T8 to LED 4 - bulb with ballast switch out (11.4 hrs. per day) high 55 usage Fixture $119.00 3.47 366.9 0.018 -1.9 CMUA TRM 2016 15 7/1/18"^ 56 T8 to LED 1- bulb with ballast switch out (5.2 hrs. per day) med usage Fixture $89.00 0.53 41.7 0.004 -0.2 CMUA TRM 2016 15 7/1/18 - 6/30/19 57 T8 to LED 2- bulb with ballast switch out (5.2 hrs. per day) med usage Fixture $99.00 0.95 83.3 0.009 -0.4 CMUA TRM 2016 15 7/1/18 - 6/30/19 58 T8 to LED 3- bulb with ballast switch out (5.2 hrs. per day) med usage Fixture $109.00 1.29 125.0 0.013 -0.7 CMUA TRM 2016 15 7/1/18 - 6/30/19 59 T8 to LED 4 - bulb with ballast switch out (5.2 hrs. per day) med usage Fixture $119.00 1.57 166.6 0.018 -0.9 CMUA TRM 2016 15 7/1/18 - 6/30/19 60 T12 to LED 1- bulb with ballast (11.4 hrs. per day) high usage Fixture $89.00 1.05 83.0 0.004 -0.4 CMUA TRM 2016 15 7/1/18 - 6/30/19 61 T12 to LED 2- bulb with ballast (11.4 hrs. per day) high usage Fixture $99.00 1.88 166.0 0.008 -0.9 CMUA TRM 2016 15 7/1/18 - 62 T12 to LED 3- bulb with ballast (11.4 hrs. per day) high usage Fixture $109.00 2.57 249.0 0.012 -1.3 CMUA TRM 2016 15 7/1/18 - 6/30/19 63 LED 4- bulb with ballast (11.4 hrs. per day) high usage Fixture $119.00 3.13 332.0 0.016 -1.8 CMUA TRM 2016 15 7/1/18 - 6,/3n/19 64 T12 to LED 1- bulb with ballast (5.2 hrs. per day) med usage Fixture $89.00 0.48 37.7 0.004 -0.2 CMUA TRM 2016 15 7/1/18 - 6130/19 65 T12 to LED 2- bulb with ballast (5.2 hrs. per day) med usage Fixture $99.00 0.86 75.4 0.008 -0.4 CMUA TRM 2016 15 7/1/18 - 6/30/19 66 T12 to LED 3- bulb with ballast (5.2 hrs. per day) med usage Fixture $109.00 1.17 113.1 0.012 -0.6 CMUA TRM 2016 15 7/1/18 - 6/30/19 67 T12 to LED 4- bulb with ballast (5.2 hrs. per day) med usage Fixture $119.00 1.42 150.7 0.016 -0.8 CMUA TRM 2016 15 7/1/18 - 6/30/19 Notes: " Estimated Useful Life (EUL) Source for Savings Assumptions: California Municipal Utilities Association (CMUA) Technical Reference Manual (TRM): CMUA TRM 2016 Database for Energy Efficient Resources (DEER): DEER 2014 Southern California Gas (SCG): SCG Workpaper 2014 California Technical Forum (Cal TF): Cal TF Workpaper 2014 SYNERGY C15159125 Amendment No. Two 16 of 16 Revision July 20, 2016 Multifamily Residence Plus+ Program Docu 6 SECURED Certificate Of Completion Envelope Id: AE7CB7E92F8E40E38ACD235C2CD3B1C6 Status: Completed Subject: Please DocuSign: (3) Amendment No. 2 to Eagle Systems International, Inc. DBA Synergy Companies... Source Envelope: Document Pages: 16 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 24.130.15.219 Record Tracking Status: Original 5/25/2018 8:52:38 AM Holder: Kevin Carley kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Russ Jacobsen russell.jacobsen@synergycompanies.org CFO Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Steven Shallenberger steveshallenberger@gmail.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSigned by: 85266D028163442... Using IP Address: 12.176.88.243 Dob ,Signed by. '.--•5ED111 E2D52C43E... Using IP Address: 71.199.37.124 Sent: 5/25/2018 8:58:10 AM Resent: 5/28/2018 8:12:09 AM Resent: 5/29/2018 6:53:16 AM Viewed: 5/29/2018 10:40:50 AM Signed: 5/29/2018 10:41:12 AM Sent: 5/25/2018 8:58:10 AM Resent: 5/28/2018 8:12:10 AM Resent: 5/29/2018 6:53:16 AM Viewed: 5/29/2018 7:40:07 AM Signed: 5/29/2018 9:55:02 AM 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 Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/29/2018 10:41:14 AM Carbon Copy Events Status Timestamp Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc II City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Hiromi Kelty Hiromi.Kelty@CityofPaloAlto.org Test Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED COPIED COPIED Sent: 5/29/2018 10:41:14 AM Sent: 5/29/2018 10:41:15 AM Sent: 5/29/2018 10:41:15 AM Sent: 5/29/2018 10:41:16 AM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 5/29/2018 10:41:16 AM 5/29/2018 10:41:16 AM 5/29/2018 10:41:16 AM 5/29/2018 10:41:16 AM Payment Events Status Timestamps DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 AMENDMENT NO. ONE TO CONTRACT NO. C15155144A AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ECOLOGY ACTION OF SANTA CRUZ FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract No. C15155144A ("Agreement") is entered into on June 26, 2018, ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and ECOLOGY ACTION OF SANTA CRUZ, a California corporation, located at 877 Cedar Street, Santa Cruz, CA 95060 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the parties for the provision of energy efficiency services to CITY's large commercial, industrial and institutional customers. B. CITY and CONSULTANT now desire to amend the Agreement by extending the original term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020, and to update and modify the scope of services and compensation exhibit for the extended term, as set forth below. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first sentence to refer to "Revised Exhibit A," to read as follows: CONSULTANT shall perform the Services described in "Revised Exhibit A" in accordance with the terms and conditions contained in this Agreement. SECTION 2. Section 2. TERM is hereby amended to read as follows: "The term of this Agreement shall be from the date of its full execution through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. Section 3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to "Revised Exhibit B," to read as follows: CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in "Revised Exhibit B," attached hereto and made a part of this Agreement. C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 1 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to add the following sentence to the final paragraph of Section 4: "Compensation shall be calculated as set forth in "Revised Exhibit C," attached hereto and made a part of this Agreement." SECTION 5. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "CONSULTANT will assign Dave Brower as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services 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. The City's project manager is Bruce Lesch or his designee, Utilities Department, Utility Program Services Division, 250 Hamilton Ave, Palo Alto, CA 94303. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time." SECTION 6. The following exhibit(s) to the Agreement are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this refer- ence: a. Revised Exhibit "A" entitled "SCOPE OF SERVICES". b. Revised Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C" entitled "COMPENSATION". SECTION 7. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 2 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or Designee ECOLOGY ACTION OF SANTA CRUZ Officer 1 By: 2 ri -B98F861B80C14EE Name: Jim Murphy Executive Di rector Title: Officer 2 �oo��s�y�ea cy: By: CA,A 28558235.8.20.. Name: Sharon Evans Title: Accounting Manager Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATION C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 3 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 REVISED EXHIBIT "A" SCOPE OF SERVICES CITY and CONSULTANT have entered an amendment (the Amendment) to extend the original Agreement term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020. CITY and CONSULTANT have further agreed to update and modify the scope of services for the extended term, as set forth below. The modifications are indicated by strike through and interlineation. A. OVERVIEW CONSULTANT agrees to provide the City of Palo Alto ("CITY" or "CPAU") with the Commercial and Industrial Energy Efficiency Program C&I EncrgyEdgc Program ("CIEEP" or the "Program"), which is an incentive program to encourage commercial and industrial ("C&I") sector customers to optimize building energy performance through implementation of building system infrastructure improvements, boiler energy efficiency upgrades, and HVAC system improvements and control tune-up measures. The Program targets gas and electric savings. CONSULTANT may provide water savings measures to customers where available and appropriate. The Program will encourage the CITY's Key Account customers to optimize building energy performance through implementation of building infrastructure improvements, energy efficient ("EE") equipment upgrades, and retro commissioning ("RCx") of building energy systems. Upon the effective date of the Amendment, the Program will be expanded to include a broader group of commercial customers. CONSULTANT will coordinate with CPAU's customer Key Account representatives to meet with customers and obtain the customer's agreement to perform an Initial Site Assessment to identify potential EE measures, estimated energy savings, project cost and payback. Upon a customer's approval, CONSULTANT will perform a detailed evaluation of the selected EE measures and develop a Detailed Evaluation Report. Based on the detailed evaluation report, a customer will then decide which measures to implement and the customer can elect to sign a Project Installation Agreement (the "PIA"). The PIA provides details on equipment specifications and installation requirements in order for the customer to qualify for CPAU incentives for EE projects. CONSULTANT may either offer full turnkey service to the customer, or serve as technical advisor during the customer's project implementation phase. Upon completion of the project, CONSULTANT will ensure that customer's project meets the specifications described in the PIA and prepare a Final Measurement and Verification Report to submit to CITY. CONSULTANT will also assist the customer to separately apply for CPAU incentives. Upon the effective date of this Amendment, if the PIA includes RCx measures, Consultant will also provide an "RCx Agreement for Persistent Savings" to be signed by the customer. In connection with the Program, CONSULTANT will focus on three types of EE projects: (a) C15155144A Amendment No. One 4 of 15 Revision July 20, 2016 ECOLOGY ACTION OF SANTA CRUZ DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 control setting changes/RCx measures, (b) hardware repair and (c) installation of new equipment. In addition to the general services described above, CONSULTANT agrees to offer EE expertise at no cost to the participating customer as part of the Program, including, but not limited to: • Dedicated Staff: A full-time, dedicated Consultant staff member to assist program participants through the program process. • Turnkey Measures and Custom Measures: A blend of Turnkey Measures ("TM") and custom measures suitable for the specific needs of the customer and building. • Initial Site Assessment: A detailed report of EE measure recommendations including associated energy savings, cost savings, payback, incentive opportunities, and carbon reduction. Program and engineering staff will present these results to the customer to ensure the customer's understanding and comfort level with the recommendations. • Technical assistance to support the implementation process. CONSULTANT's staff can advise customers on tasks such as requesting a scope of work, selecting a contractor, acquiring building permits, etc. • Post -installation verification of realized savings. This not only helps CPAU confirm actual energy savings, but also helps customers feel more comfortable investing in the recommended solutions. Target Markets Program will target CPAU Key Account customers and/or commercial customers with building sizes of 50,000 square feet and above in the government, institutional and private sectors within the CITY. Target buildings include schools, office buildings, High Tech facilities, manufacturing facilities, lab buildings, retail buildings, hospitality buildings (hotel and resorts), and hospitals. Energy Savings Targets Program's energy savings targets for the term of the Agreement are as provided in Table 1. Table 1. Program Energy Savings Targets Fiscal Year (FY) Gross kW Gross kWh Gross Therms July 1st —June 30th July 1st June 30th Year 1* FY 2015 564 2,812,500 63,920 X016 Year 2 FY 2017 451 2,250,000 51,136 Year 3 FY 2-018 451 2,250,000 51,136 Year 4 FY 19 232 1,250,000 27,699 Year 5 FY 20 232 1,250,000 27,699 Totals 1,467 7,312,500 166,193 1,930 9,812,500 221,590 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the contract to launch Program Staffing CONSULTANT agrees to staff the Program in accordance with the staffing set forth in Table 2. CONSULTANT shall notify the CITY concerning proposed changes to the staffing plan, and all C15155144A Amendment No. One 5 of 15 ECOLOGY ACTION OF SANTA CRUZ Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 such changes require the prior written consent of the CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City's satisfaction on all CONSULTANT' s staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, contractors or agents involving a customer or customer premises. Table 2. CONSULTANT's Staff Contacts Name Title Phone Email Jim Murphy CEO 831-515-1325 jmurphy@ecoact.org Chris Vance Director VP 831 515 1351 cvance@ecoact.org Richard Ma of Engineering 831-515-1334 rma@ecoact.org Michelle Morales Senior Project Manager 831 515 1306 mmorales@ecoact.org Dave Brower 510-506-3469 dbrower@ecoact.org Gene Thomaa Senior Energy Analyst 831 515 1321 „th^,Y,as@ecoaet org Oren Noy Program Manager 415-265-3709 onawi@ecoact.org B. PROGRAM WORK PLAN Task 1 — PROGRAM INITIATION MEETING (PROGRAM DEVELOPMENT) CONSULTANT shall organize a Program Initiation Meeting with CPAU staff to review roles, timelines, and priorities in the delivery of the Program. The meeting will also cover Program plan updates (see Task 2 below) including logistics, marketing, coordination, evaluation, monitoring and verification activities, invoicing requirements, scope of work, and any remaining contractual questions. Task 1.1 Meeting agenda and minutes. Task 2 — UPDATE PROGRAM PLAN AND DOCUMENTS (PROGRAM DEVELOPMENT) Following the Program Initiation Meeting, CONSULTANT will edit, update, and revise as necessary all Program plans and documents to incorporate CPAU staffs feedback. These Program Plans and documents shall include, without limitation, the following: • Program Policies and Procedures • Quality Assurance and Quality Control Plan C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 6 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 • Marketing Plan • Marketing Materials • Coordination Plan • Program Participation Agreement • Project Installation Agreement • Project and Program Report Templates • Customer Complaint Resolution Procedures Task 2.1 Draft Program Documents. Task 2.2 Final Program Documents. Task 3 — LAUNCH PROGRAM AND IMPLEMENT MARKETING CAMPAIGN (PROGRAM DELIVERY) Task 3.1 Task 3.2 Provide Training to CPAU Staff On an as needed basis CONSULTANT shall provide in -person training on the Program process, eligibility requirements, and incentives as well as a high-level overview of typical energy efficiency measures and their applications to requested CPAU staff. In addition, CONSULTANT's representative shall be available to assist all CPAU representatives on an on -going basis to answer any questions related to the program and to determine if specific customers are eligible for program participation. Implement Marketing Campaign CONSULTANT shall execute the planned marketing campaign based on the approved Marketing Plan. All marketing activities will be approved and coordinated with CPAU staff. Task 3.3 Implement Marketing Campaign CONSULTANT shall present at marketing events and perform one-on-one customer marketing as needed. Task 4 — ENROLL CUSTOMERS AND DEVELOP ENERGY PROJECTS Task 4.1 Program Participation Agreement Only Key Account customers are qualified to participate in this Program. Customer enrollment occurs when the customer executes a Program Participation Agreement and submits it to CONSULTANT. After the Program Participation Agreement is executed by the customer, the customer becomes eligible to receive an initial site assessment. Task 4.2 Initial Site Assessment Once a signed Program Participation Agreement has been received by C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 7 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 CONSULTANT, CONSULTANT will perform an Initial Site Assessment. CONSULTANT with agreement from CITY may also elect to proceed directly to the Detailed Evaluation Report stage if it becomes apparent that the customer is ready to move forward with one or more eligible EE measures. During the Initial Site Assessment, CONSULTANT will determine what potential EE measures exist at the facility and CONSULTANT will calculate energy savings using rule of thumb estimates and high level assumptions for potential energy savings, greenhouse gas reductions, project cost, incentives, and payback for each EE measure category. CONSULTANT will develop an Initial Site Assessment Report for each eligible facility. CONSULTANT will submit the Initial Site Assessment Report, which will provide descriptions of the each EE measure category identified, to the Customer and CPAU. After the Initial Site Assessment Report is submitted, CONSULTANT will review the opportunities to deploy Turnkey Measures, which are measures that CONSULTANT can directly implement at customer facilities. Examples of Turnkey Measures include lighting retrofit and VFD pump/fan installations. For other non -Turnkey Measures, or custom measures, CONSULTANT will call engineers in for a detailed evaluation of such measures. Task 4.3 Detailed Evaluation Reports CONSULTANT will conduct a detailed evaluation which may consist of onsite spot measurements and/or monitoring of energy consuming equipment. CONSULTANT's detailed evaluation will use pre -developed energy analysis tools and custom calculations. CONSULTANT shall prepare a Detailed Evaluation Report that describes in detail each EE measure (Turnkey Measure or custom measure), estimate of potential energy savings, implementation cost, CPAU incentive and payback for each EE measure. CONSULTANT will present the Detailed Evaluation Report to the customer and CPAU. Task 4.4 Energy Savings Calculations CONSULTANT will provide energy savings calculations that are incremental to the prevailing building and appliance efficiency standards (Title 20 and Title 24) and can be counted towards program savings. To that end, the California Municipal Utilities Association (CMUA) Technical Reference Manual (TRM), as the same may be amended from time to time, should be used as the reference source for determining annual energy savings. For projects that involve lighting retrofit and/or variable frequency drive (VFD) pump and VFD fan installations, CONSULTANT shall estimate the energy savings using the "TRM nonresidential lighting energy savings calculator" and the "TRM nonresidential pump and fan VFD energy savings calculator", or other similar calculators that incorporate the prevailing Title 24 and C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 8 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 Title 20 baseline for estimating energy savings. If the latter is preferred, CONSULTANT will need to demonstrate that the energy savings calculation methodologies and the resultant savings from the TRM energy savings and the CONSULTANT -preferred calculator are equivalent. If a program measure is not covered by the TRM, CONSULTANT shall provide the estimated energy savings and work paper(s) or reference source documenting the savings estimation methodology for CITY review and approval. The CITY at its own discretion may approve an early retirement methodology on a project basis in place of the Title 24 baseline. Task 5 — IMPLEMENT AND VERIFY ENERGY PROJECTS (PROGRAM DELIVERY) Task 5.1 Task 5.2 Project Installation Agreement Upon completion of the Detailed Evaluation Report, CONSULTANT shall supply the Customer with a Project Installation Agreement ("PIA") that specifies the EE measures selected by the customer for implementation. By signing the PIA, the customer is able to reserve the specified incentive. The incentive amounts specified in the PIA are estimates only and may vary based on the final installed equipment and verified energy savings. The PIA shall provide details on the equipment specifications and installation requirements that will need to be met in order to receive the agreed to incentive amounts. If the PIA includes Retro-commissioning (RCx) measures, CONSULTANT will include an RCx Agreement for Persistent Savings ("RCx Agreement") to be signed by the customer prior to moving forward with implementation. Implementation Support The identified EE measures will be installed by a contractor chosen by the customer; provided, however, that if Turnkey Measures are involved, the customer may choose to use CONSULTANT's preapproved contractors. CONSULTANT will work with the customer, as required, to identify implementation paths for the EE measures. If the customer elects to use a contractor other than CONSULTANT's preapproved contractors, then CONSULTANT shall provide technical assistance, as required, regarding equipment specifications and installation criteria to the contractor chosen by the customer to implement the work. CONSULTANT will attend meetings, as required, with contractors to explain project scope and installation requirements as needed. CONSULTANT will review project purchase orders, final invoices, and all applicable technical equipment cut -sheets to verify that the equipment purchased and installed meets the specifications and performance requirements outlined in the Detailed Evaluation Report. CONSULTANT shall complete a pre- and post- implementation C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 9 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 inspection for all projects. Task 5.3 Measurement and Verification (M&V) Following the completion of the project installation, CONSULTANT will perform a post -installation inspection of the installation, collecting and verifying facility data and performing industry standard practice measurement and monitoring, as performed during the pre -installation inspection. CONSULTANT will compare the performance data against what was projected in the Detailed Evaluation Report, and generate a list documenting completed EE measures as well as any measures that are incomplete or incorrectly implemented. After completion of the post -installation inspection, CONSULTANT will document and describe in detail the measures that have been implemented. CONSULTANT will prepare a Final Measurement and Verification Report with all EE measures specifying the ones that were implemented and those that were not. Task 5.4 Post Installation Support CONSULTANT will work with Customer and installation contractor(s) to ensure that the customer's facility operation staff receive training and all necessary operations and maintenance manuals for installed measures, and that the customer is satisfied with the installation. If an installation or customer satisfaction issue should arise with the customer's installed measures, CONSULTANT shall promptly remedy it only if the measures are Turnkey Measures installed by CONSULTANT's contractors. CONSULTANT shall respond to any customer questions or complaints within twenty-four (24) hours by telephone and will include the equipment manufacture on the call, if necessary, to provide immediate guidance, service, or corrective work. CONSULTANT shall have trained respondents on the call to rapidly respond to field issues, as needed, and will maintain a customer service log to track such customer calls and the service that was provided. Task 5.5 If any complaint cannot be resolved to the satisfaction of the customer within five (5) days, CONSULTANT shall immediately provide CPAU with a detailed description of any such complaint, which shall include the name and the contact information of the customer complaining and any other information requested by CPAU. As part of the Program documents, CONSULTANT shall include Customer Complaint Resolution Procedures to be followed by Program staff. Water Savings CONSULTANT may provide water savings measures to customers where available and appropriate. Performance payments for any claimable energy savings associated with those water measures will go through the standard performance payment process. Calculation of energy savings will be established with CPAU in the course of program delivery C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 10 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 Task 5.6 Customer Complaint Log Task 6 — INVOICE AND REPORT (PROGRAM DELIVERY) Task 6.1 Monthly Invoices As described in section 5 of the Agreement, CONSULTANT shall submit a monthly invoice to CPAU for Program accomplishments and installations performed in the preceding calendar month. As noted in Task 4.4 of this Exhibit "A", only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and efficiency standards (Title 20 and Title can be counted towards program savings. The monthly invoice should include the performance payments as described in Exhibit "C". CONSULTANT should submit its monthly invoice in conjunction with the Monthly Report and other documentation required by CPAU herein. Task 6.2 Monthly Report and supporting documentation CONSULTANT will submit a Monthly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The Monthly Report must include information on the prior month's activities, accomplishments and expenditures related to the Program. At a minimum, the Monthly Report must contain: • Program Cost Data • Program Energy Savings (Committed and Installed) • Program Changes / New Program Information • Program Expenditures Data • Program Narrative • Committed Projects • Any other requirements as determined by the CPAU Task 6.3 Final Program Report At the end of the Term of this Agreement, CONSULTANT shall submit a final comprehensive Program Report to the CITY that will provide an evaluation of the Program. At a minimum, the Report shall include the following: • Program Achievements • Program Challenges • Goal Attainment • Lessons Learned • Program Improvement Recommendations Task 7 — PERFORM CUSTOMER FEEDBACK SURVEYS (PROGRAM DELIVERY) CONSULTANT shall provide a customer feedback survey form to obtain customer feedback on the Program's services, equipment, and the value of the Program. Survey topics shall range from the customer's perceived convenience of the Program and notification of other EE programs available, to customer's overall satisfaction with the implementation of the Program. CONSULTANT shall C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 11 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 submit draft customer feedback surveys to CPAU for review and approval. Surveys shall be delivered to the customer upon project completion with instructions for completion online and via ground mail. For mail surveys, CONSULTANT shall include a postage -paid addressed envelope for collection. Consultant shall request feedback surveys for 100% of projects. CONSULTANT shall augment form surveys with telephone surveys as needed to gain a higher percentage of responses to the survey. Task 7.1 Task 7.2 Task 7.3 Draft Customer Feedback Survey Template. Final Customer Feedback Survey Template. Customer Feedback Summary. C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 12 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks or timeframe specified below. The time to complete each milestone may be increased or decreased by advanced, mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of execution of the Agreement, and update such schedule as reasonably requested by CITY. Task Timing (Due Date) Task 1— PROGRAM INITIATION MEETING (PROGRAM DEVELOPMENT) Task 1.1 Agenda within 15 days of Agreement execution; Minutes within 5 business days of meeting Task 2 — UPDATE PROGRAM PLAN AND DOCUMENTS (PROGRAM DEVELOPMENT) Task 2.1 Within 30 days of Program Initiation Meeting. Task 2.2 Within 15 days of CPAU Program Manger Comments. Task 3 - LAUNCH PROGRAM AND IMPLEMENT MARKETING CAMPAIGN (PROGRAM DELIVERY) Task 3.1 Ongoing, and as needed Task 3.2 Ongoing Task 3.3 Ongoing Task 4 - ENROLL CUSTOMERS AND DEVELOP ENERGY PROJECTS Task 4.1 Ongoing Task 4.2 Ongoing Task 4.3 Ongoing and within 15 days of CPAU Program Manger Comments Task 4.4 Ongoing Task 5 - IMPLEMENT AND VERIFY ENERGY PROJECTS (PROGRAM DELIVERY) Task 5.1 Ongoing Task 5.2 Ongoing Task 5.3 Ongoing and within 15 days of CPAU Program Manger Comments Task 5.4 Ongoing Task 5.5 Ongoing Task 5.6 Ongoing as part of the Monthly Report Task 6 - INVOICE AND REPORT (PROGRAM DELIVERY) Task 6.1 15th day of each month for work completed the preceding month Task 6.2 15th day of each month for work completed the preceding month Task 6.3 90 days following the end of the Term of the Agreement Task 7 - PERFORM CUSTOMER FEEDBACK SURVEYS Task 7.1 Within 90 days following Agreement execution Task 7.2 Within 15 days of CPAU Program Manger Comments Task 7.3 45 days following the completion of each quarter, as part of the Monthly Report C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 13 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 REVISED EXHIBIT "C" COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement using the Performance Payments outlined herein. CONSULTANT'S compensation under this Agreement is entirely based on CONSULTANT performance. Reimbursable Expenses and Additional Services are not authorized under this Agreement. In order to receive compensation, CONSULTANT'S performance must satisfy all requirements set forth in the Agreement and Exhibit "A" attached there to. CONSULTANT'S compensation under this Agreement is subject to the specific NOT TO EXCEED requirements and limits set forth in Section 4 of this Agreement. Performance Payments CITY will compensate CONSULTANT in Performance Payments, to be paid in two installments; 50% upon execution of the PIA (based on estimated energy savings), and 100% minus any installment one payment after the EE measures have been installed and verified (based on installed and verified savings). CONSULTANT will have the option of waving the two installment option and opt for a single payment upon project completion and verification (based on installed and verified savings). CONSULTANT shall not be entitled to any additional compensation beyond the Performance Payments outlined herein. More specifically, compensation shall be paid by the CITY to the CONSULTANT as follows: (a) Calculation of Project Performance Payment Amount: The Project Performance Payment will be calculated by multiplying annual energy savings over the first year by the Incentive Rate Multiplier. Estimated savings should be used for Installment One, and Actual installed and verified savings should be used for Installment Two. The Project Performance Payment Amount for any customer project is capped at one hundred percent (100%) of the incremental project cost. CITY expects, but does not guarantee, that incentives will typically cover approximately 20 60% of incremental project cost. Energy savings are only eligible for input into the calculation of the Project Performance Payment Amount where they satisfy the requirements set forth in Task 4.4 of Exhibit "A". Incentive Rate Multiplier: $0.135 per gross kWh saved $0.908 per gross therm saved (b) Installment One: Upon execution of a PIA with a customer, CONSULTANT may invoice C15155144A Amendment No. One ECOLOGY ACTION OF SANTA CRUZ 14 of 15 Revision July 20, 2016 DocuSign Envelope ID: C5061384-ED51-47B5-B496-2144FBC8F005 CITY as an advance for fifty percent (50%) of the estimated total Project Performance Payment Amount (the "Commitment Advance") based on CONSULTANT's estimate of energy savings. CITY agrees to pay CONSULTANT in accordance with the timelines for invoice payment set forth in section 5 of the Agreement. (c) Installment Two: Following CONSULTANT's post -installation inspection and upon CITY's receipt and approval of the final Measurement and Verification Report for a customer, CONSULTANT may invoice the CITY for one hundred percent (100%) of the actual Project Performance Payment Amount, less the amount of any prior Commitment Advance paid to CONSULTANT in Installment One. • Single Installment Option: Following CONSULTANT's post -installation inspection and upon CITY's receipt and approval of the final Measurement and Verification Report for a customer, CONSULTANT may invoice the CITY for one hundred percent (100%) of the actual Project Performance Payment Amount. (d) Final Incentive Release Form: CONSULTANT will draft, sign and secure customer's signature on a Final Incentive Release. The Final Incentive Release Form shall indicate the final savings and incentives amounts, as well as confirm the designated payee and corresponding taxpayer information. CITY will not compensate CONSULTANT until such Final Incentive Release form is submitted to the CITY. (e) (f) Customer Rebates: Customer rebates are separate and distinct from the Performance Payments made to CONSULTANT under this Agreement. Customer rebates are paid by CITY directly to customers, or a customer -appointed payee through the Commercial Advantage Program custom rebate process or other process determined by CITY. CITY does not compensate CONSULTANT in any manner for Customer rebates, and as such, any customer rebates paid by CITY to customer are not subject to the not -to -exceed amounts set forth in the Agreement. Delayed Customer Projects. In the event that a customer project, or a portion thereof, does not complete on schedule and fails to show progress toward completion, within 12 months of date the CITY provides CONSULTANT with a Commitment Advance, the CITY may, in its sole discretion, request that the project be closed out and verified on a timetable acceptable to CITY. The CITY may, in its sole discretion extend the project completion date. If the verified savings result in a final performance payment that is less than its prior Commitment Advance, a credit will be due to CPAU for the amount of the difference. CITY may use this credit towards future performance payments to CONSULTANT. (g) Final True Up: At the end of the contract term CONSULTANT will reimburse the CITY for any remaining credit balances. C15155144A Amendment No. One 15 of 15 ECOLOGY ACTION OF SANTA CRUZ Revision July 20, 2016 Docu • SECURED Certificate Of Completion Envelope Id: C5061384ED5147B5B4962144FBC8F005 Subject: Please DocuSign: Amendment No. 1 to Ecology Action of Santa Cruz C15155144A Source Envelope: Document Pages: 15 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original Holder: Kevin Carley 5/21/2018 4:39:58 PM kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Jim Murphy jmurphy@ecoact.org Executive Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sharon Evans sevans@ecoact.org Accounting Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign riii DoouSgned by B98F861B80C14EE... Using IP Address: 76.105.187.170 cDocuSigned by: cwwiti zss Bazg • Using IP Address: 63.249.67.30 Sent: 5/21/2018 4:47:12 PM Resent: 5/24/2018 8:49:00 PM Viewed: 5/25/2018 9:34:54 AM Signed: 5/25/2018 9:37:36 AM Sent: 5/21/2018 4:48:29 PM Viewed: 5/22/2018 8:11:53 AM Signed: 5/22/2018 3:10:34 PM 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 Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/25/2018 9:37:37 AM Carbon Copy Events Status Timestamp Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign joshua wallace joshua.wallace@cityofpaloalto.org Acting UPS Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc 11 City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED COPIED COPIED Sent: 5/25/2018 9:37:37 AM Sent: 5/25/2018 9:37:38 AM Sent: 5/25/2018 9:37:38 AM Sent: 5/25/2018 9:37:38 AM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 5/25/2018 9:37:38 AM 5/25/2018 9:37:38 AM 5/25/2018 9:37:38 AM 5/25/2018 9:37:38 AM Payment Events Status Timestamps DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 AMENDMENT NO. ONE TO CONTRACT NO. C15155144B AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ENOVITY, INC. FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract No. C15155144B ("Agreement") is entered into on June 25, 2018, ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and ENOVITY INC., a California corporation, located at 100 Montgomery Street, Suite 600, San Francisco, CA 94104 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the parties for the provision of energy efficiency services to CITY's large commercial, industrial and institutional customers. B. CITY and CONSULTANT now desire to amend the Agreement by extending the original term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020, and to update and modify the scope of services and compensation exhibit for the extended term, as set forth below. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first sentence to refer to "Revised Exhibit A," to read as follows: CONSULTANT shall perform the Services described in "Revised Exhibit A" in accordance with the terms and conditions contained in this Agreement. SECTION 2. Section 2. TERM is hereby amended to read as follows: "The term of this Agreement shall be from the date of its full execution through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. Section 3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to "Revised Exhibit B," to read as follows: "CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in "Revised Exhibit B," attached hereto and made a part of this Agreement." C15155144B Amendment No. One ENOVITY INC. 1 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to add the following sentence to the final paragraph of Section 4: "Compensation shall be calculated as set forth in "Revised Exhibit C," attached hereto and made a part of this Agreement." SECTION 5. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "CONSULTANT will assign Jonathan Soper as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services 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. The City's project manager is Bruce Lesch or his designee, Utilities Department, Utility Program Services Division, 250 Hamilton Ave, Palo Alto, CA 94303. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time." SECTION 6. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit "A" entitled "SCOPE OF SERVICES". b. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Exhibit "C" entitled "COMPENSATION". SECTION 7. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized C15155144B Amendment No. One ENOVITY INC. 2 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 representatives executed this Amendment on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or Designee ENOVITY INC. Officer 1 �—OocuSignetl by: By: JoiA.allu+A. Soper �34CEB66BOEND4E2. Name: Jonathan soper Title: Principal Officer 2 By: Name: Title: —4C5DC12BE40B4F9... Brian Sullivan Assistant Treasurer Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": COMPENSATION C15155144B Amendment No. One ENOVITY INC. 3 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 REVISED EXHIBIT "A" SCOPE OF SERVICES CITY and CONSULTANT have entered an amendment (the Amendment) to extend the original Agreement term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020. CITY and CONSULTANT have further agreed to update and modify the scope of services for the extended term, as set forth below. The modifications are indicated by strike through and interlineation. A. OVERVIEW Consultant agrees to provide the City of Palo Alto ("CITY" or "CPAU") with the Commercial and Industrial Energy Efficiency Program Energy Efficiency Program ("CIEEP" or the "Program"), which is an incentive program to encourage commercial and industrial ("C&I") sector customers to optimize building energy performance through implementation of building system infrastructure improvements, boiler energy efficiency upgrades, and HVAC system improvements and control tune-up measures. The Program targets gas and electric savings. CONSULTANT may provide water savings measures to customers where available and appropriate. Performance payments for any claimable energy savings associated with those water measures will go through the standard performance payment process. Calculation of energy savings will be established with CPAU in the course of program delivery. The Program will encourage the CITY's Key Account customers to optimize building energy performance through implementation of building infrastructure improvements, energy efficient ("EE") equipment upgrades, and retrocommissioning ("RCx") of building energy systems. Upon the effective date of the Amendment, the Program will be expanded to include a broader group of commercial customers. Consultant will coordinate with CPAU's Key Account customer representatives to meet with customers and obtain the customer's agreement to perform an Initial Site Assessment to identify potential EE measures, estimated energy savings, project cost and payback. Upon a customer's approval, Consultant's program administrator will perform a detailed evaluation of the selected EE measures and develop a Detailed Evaluation Report. Based on the detailed evaluation report, a customer will then decide which measures to implement and the customer can elect to sign a Project Installation Agreement (the "PIA"). The PIA provides details on equipment specifications and installation requirements in order for the customer to qualify for CPAU incentives for EE projects. Consultant may either offer full turnkey service to the customer, or serve as technical advisor during the customer's project implementation phase, Upon the effective date of this Amendment, if the PIA includes RCx measures, Consultant will also provide an "RCx Agreement for Persistent Savings" to be signed by the customer. Upon completion of the project, Consultant will ensure that customer's project meets the specifications described in the PIA and prepare a Final Measurement and Verification Report. Consultant will also assist the customer to separately apply for CPAU incentives. C15155144B Amendment No. One ENOVITY INC. 4 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Target Markets Program will target CPAU Key Account customers and/or commercial customers with building sizes of 50,000square feet and above in the government, institutional and private sectors within the CITY. Target buildings include schools, office buildings, High Tech facilities, manufacturing facilities, lab facilities, retail buildings, hospitality buildings (hotel and resorts), and hospitals. Energy Savings Targets Program's energy savings targets for the term of the Agreement are provided in Table 1. Table 1. Program Enerav Savings Targets Fiscal Year (FY) Gross KW Gross kWh Gross Therms July 1,, - June 30,1, Year 1* FY 2015 16 251 2,854,500 25,881 Year 2 FY 2016 17 251 2,854,500 25,881 Year 3 FY 2017 18 251 2,854,500 25,881 Year 4 FY 19 125 1,250,000 12.500 Year 5 FY 20 125 1,250,000 12,500 Totals 1,003 11,063,500 102,643 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the contract to launch Program Staffing CONSULTANT agrees to staff the Program in accordance with the staffing set forth in Table 2, and shall notify the CITY concerning proposed changes to the staffing plan. All such changes require the prior written consent of CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City's satisfaction on all CONSULTANT's staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, Contractors or agents involving a customer or customer premises. Table 2. CONSULTANT's Staff Contacts Name Title Phone Email Jonathan Soper Principal (415) 974-0390 JSoper@enovity.com Jeff Guild Program Director (408) 454-8453 JGuild@enovity.com Tim Huang Program Manager (415) 983-3615 xhuang@enovity.com C15155144B Amendment No. One ENOVITY INC. 5 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 B. PROGRAM WORK PLAN Task 1- Project Initiation Meeting CONSULTANT shall organize with the CPAU Program Manager a Program Kick -Off Meeting. The meeting shall include CPAU staff to establish roles, timelines, and priorities in the delivery of the Program. The meeting will also cover Program logistics, marketing, coordination, evaluation, monitoring and verification activities, invoicing requirements, reports and any remaining contractual issues. • Task 1.1 Deliverable: Meeting agenda and meeting minutes. Task 2 -Develop Program Plan In coordination with CPAU staff, CONSULTANT shall develop the following documents: (a) Internal Policies and Procedures Manual CONSULTANT shall develop, adhere to and document its compliance with Policies and Procedures Manual in the implementation of the Program, including those related to the identification, evaluation, implementation and verification of EE measures. The Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan, a Program Plan, and Implementation Timeline. • Task 2.1 Deliverable: Draft Internal Policies and Procedures Manual • Task 2.2 Deliverable: Final Internal Policies and Procedures Manual (b) External Policies and Procedures Manual CONSULTANT shall develop, adhere to an External Policies and Procedures Manual for the Program, which shall include the terms and conditions for participating in the Program, the process for participating in the Program and the process for receiving incentive funds, and a customer complaint and resolution plan. CONSULTANT will post the External Policies and Procedures Manual to the Program website (also to be developed by CONSULTANT). CONSULTANT shall also use the website it develops as a communication tool for contractors, customers and CPAU staff to avoid confusion and maintain customer satisfaction. • Task 2.3 Deliverable: Draft External Policies and Procedures Manual • Task 2.4 Deliverable: Final External Policies and Procedures Manual • Task 2.5 Deliverable: Develop website (c) Marketing Plan CONSULTANT shall develop a Marketing Plan that outlines pre -planned marketing activities including a description of the activity, date and location of the any activity, target audience, estimated reach, and marketing material that will be distributed. The Marketing Plan will also C15155144B Amendment No. One ENOVITY INC. 6 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 address the proposed brand -identity for the Program. It shall also address how the CONSULTANT will market the Program to reach its target audience and how it will promote the Program and how it may provide technical training to building owners and operators, equipment suppliers/vendors, mechanical and maintenance contractors, and mechanical engineers. CONSULTANT shall develop marketing material in conjunction with CPAU and its design firm. • Task 2.6 Deliverable: Draft Marketing Plan • Task 2.7 Deliverable: Final Marketing Plan (d) Coordination Plan CONSULTANT shall develop a Coordination Plan that will provide details on how CONSULTANT will coordinate the efforts and actions of this Program with other existing internal CPAU energy efficiency, water conservation, and renewable energy programs as well as any other potential third -party programs. • Task 2.8 Deliverable: Draft Coordination Plan • Task 2.9 Deliverable: Final Coordination Plan Task 3 - Develop Program Documents CONSULTANT shall develop documents necessary for implementation of the Program. All documents related to the Program shall be submitted to CPAU for approval prior to any distribution, circulation, or publication. CONSULTANT shall revise and/or produce new documents as needed to effectively implement and promote the Program. (a) Program Participation Agreement CONSULTANT shall create a Program Participation Agreement that shall be used to collect basic information from the customer including facility contact information, financial requirements. The Program Participation Agreement will also act as a Site Access Agreement for the Program. • Task 3.1 Deliverable: Draft Program Participation Agreement • Task 3.2 Deliverable: Final Program Participation Agreement (b) Project Installation Agreement CONSULTANT shall develop a template Program Installation Agreement for committing owners to install the identified EE measures. The Program Installation Agreement shall detail the measure installation and eligibility requirements needed to receive an incentive from the program. The Project Installation Agreement, once fully executed, shall reserve the specified incentive funds for the Customer. C15155144B Amendment No. One ENOVITY INC. 7 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 • Task 3.3 Deliverable: Draft Project Installation Agreement • Task 3.4 Deliverable: Final Project Installation Agreement (c) Site Assessment Form CONSULTANT shall develop a Site Assessment Form which will be used to collect standardized facility data and metrics for determining if a facility meets the Program eligibility requirements and for collecting standard data inputs based on system equipment and functionality. The Site Assessment Form shall be maintained in the facility's electronic project file. • Task 3.5 Deliverable: Draft Site Assessment Form • Task 3.6 Deliverable: Final Site Assessment Form (d) Reporting Template CONSULTANT shall create standard reporting template including templates for the Initial Site Assessment Report, Detailed Evaluation Report, as well as the Final Measurement and Verification Report. These templates shall be sent to CPAU for review and approval prior to use. • Task 3.7 Deliverable: Draft Report Templates • Task 3.8 Deliverable: Final Report Templates (e) Energy Analysis Tools CONSULTANT shall develop energy analysis tools to quantify energy savings for measures covered under the program. Only energy savings that are incremental to the prevailing building and appliance efficiency standards (Title 20 and Title 24) can be counted towards program savings. To that end, the California Municipal Utilities Association (CMUA) Technical Reference Manual (TRM) should be used as a reference source for determining annual energy savings. For projects that involve lighting retrofit and/or variable frequency drive (VFD) pump and VFD fan installations, CONSULTANT shall estimate the energy savings using the "TRM nonres lighting energy savings calculator" and the "TRM nonres pump and fan VFD energy savings calculator", or other similar calculators that incorporate the prevailing Title 24 and Title 20 baseline for estimating energy savings. If the latter is preferred, CONSULTANT will need to demonstrate that the energy savings calculation methodologies and the resultant savings from the TRM energy savings and the CONSULTANT -preferred calculator are equivalent. Energy analysis tools developed by the CONSULTANT shall be sent to CPAU for review and approval. New energy analysis calculation tools shall be developed as needed during the Program cycle. • Task 3.9 Deliverable: Draft Energy Analysis Tools C15155144B Amendment No. One ENOVITY INC. 8 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 • Task 3.10 Deliverable: Final Energy Analysis Tools Task 4 - Develop Invoicing and Program Reporting Tools CONSULTANT will submit to CPAU a sample of all the reporting tools that will be used to meet CPAU reporting requirements for CPAU's review and approval for use under the Agreement. This will include but not limited to: (a) Monthly Narrative (b) Monthly Invoice (c) Yearly Report (d) Customer Data Export File (e) Customer Summary Report (f) Program Savings Report • Task 4.1 Deliverable: Draft Invoicing and Reporting Tools • Task 4.2 Deliverable: Final Invoice and Reporting Tools Task 5 - Launch Program (a) Program Information CONSULTANT shall provide CPAU with a Program Presentation, Technical Presentation, and a Frequently Asked Questions document on the Program. • Task 5.1 Deliverable: Program Presentation, Technical Presentation and Frequently Asked Questions Document (b) Training CONSULTANT shall provide in person training on the Program process, eligibility requirements, and incentive as well as high level overview of typical EE measures and their applications to requested CPAU staff. In addition, a Program representative shall be available to assist all CPAU representatives on an on -going basis to answer any questions related to the Program and to determine if specific customers are eligible for the Program participation. • Task 5.2 Deliverable: In person Training on Program to CPAU Staff • Task 5.3 Deliverable: Ongoing training and assistance for CPAU Staff (c) Implement Marketing Campaign CONSULTANT shall execute the planned marketing campaign based on the approved detailed Marketing Plan. All marketing activities will be coordinated with CPAU. • Task 5.4 Deliverable: Draft Program Marketing Materials as shall be outlined in the Final Marketing Plan • Task 5.5 Deliverable: Final Program Marketing Materials as shall be outlined in the Final Marketing Plan • Task 5.6 Deliverable: Present at marketing events and perform one-on-one customer marketing as needed. Task 6 - Enroll Customer (Pre -Commitment Stage) C15155144B Amendment No. One ENOVITY INC. 9 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 (a) Attain Signed Program Participation Agreement Key Account customers are qualified to participate in this Program. Customer enrollment occurs when the customer executes a signed Program Participation Agreement, and submits it to CONSULTANT. After the Program Participation Agreement is executed by the customer, the customer becomes eligible to receive an initial site assessment. • Task 6.1 Deliverable: Signed Program Participation Agreement (b) Perform Initial Site Assessments Once a signed Program Participation Agreement has been received by CONSULTANT, CONSULTANT shall perform an Initial Site Assessment. During the Initial Site Assessment, CONSULTANT will determine what potential EE measures exist at the facility and will calculate using rule of thumb estimates and high level assumptions, potential energy savings, greenhouse gas reductions, project cost, incentives, and paybacks for each EE measure. An Initial Site Assessment Report will be developed for each facility that qualifies for the Program services. The Site Assessment Report shall be submitted to the Customer and CPAU. The Report will provide descriptions of the EE measures identified, and will also include analysis of 12 months of electricity and gas data. • Task 6.2 Deliverable: Initial Site Assessment Report (c) Perform Detailed Evaluations If, based on review of the Initial Site Assessment Report, EE measures are selected for further evaluation by the Customer and CONSULTANT, CONSULTANT shall perform a Detailed Evaluation of the selected EE measures. It is expected that Detailed Evaluations shall be performed on at least 70% of the sites where Initial Site Assessments were performed. The Detailed Evaluations shall include onsite spot measurements and/or monitoring of facilities energy consuming equipment. CONSULTANT shall conduct an independent analysis to determine the potential energy savings and calculate the incentive for the customer. Only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and appliance standards can be counted toward program savings. CONSULTANT shall prepare a Detailed Evaluation Report that describes in detail each EE measure, estimate of potential energy savings, implementation cost, CPAU incentive and payback for each EE measure. This will be presented to the customer. For any sites that have modern building automation DDC system and where customer cooperation can be obtained, an appropriate fault diagnostic toolset may be installed at this stage. CONSULTANT staff shall perform technical services provided by the program including surveys, measurements and analysis, and calculate potential energy savings. The customer shall procure the implementation services with CONSULTANT providing technical support throughout the implementation process; CONSULTANT may also offer the customer turnkey implementation services. • Task 6.3 Deliverable: Draft Detailed Evaluation Report • Task 6.4 Deliverable: Final Detailed Evaluation Report C15155144B Amendment No. One ENOVITY INC. 10 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Task 7 - Install Energy Efficient Hardware and Projects (a) Project Installation Agreement ("PIA") Upon completion of the Detailed Evaluation Report, CONSULTANT shall supply the Customer with a Project Installation Agreement that will be executed for the measures selected by the customer for implementation. By signing the Project Installation Agreement, the customer is able to reserve the specified incentive and make the monies unavailable to others. The incentive amounts specified in the Project Installation Agreement shall be estimates only and may vary based on the final and verified savings amounts. The Project Installation Agreement shall provide details on the equipment specifications and installation requirements that will need to be met in order to receive the agreed to incentive amount. If the PIA includes Retro- commissioning (RCx) measures, the CONSULTANT will include the RCx Agreement for Persistent Savings (RCx Agreement) to be signed by the customer prior to moving forward with implementation. • Task 7.1 Deliverable: Signed Project Installation Agreement (b) Project Installation The identified EE measures shall be installed by the contractor chosen by the customer. CONSULTANT shall work with the customer to identify implementation paths for the EE measures. Consultant may offer full turnkey services to the customer. If the customer elects to use a contractor other than the CONSULTANT, then CONSULTANT shall provide technical assistance regarding equipment specifications and installation criteria to the contractor chosen by the customer to implement the work. CONSULTANT shall attend meetings with contractors to explain project scope and installation requirements as needed. • Task 7.2 Deliverable: Technical assistance and contractor meetings (c) Inspections CONSULTANT shall review 100% of project purchase orders, final invoices, and technical equipment cut -sheets to verify that the equipment purchased and installed meets the specifications and performance requirements outlined in the Detailed Evaluation Report. CONSULTANT shall perform on -site inspections preceeding and following completion of work by the contractor for all EE measures. Following the installation of the measures by the contractor, CONSULTANT shall perform a post -installation inspection of the installation, collecting and verifying facility data and performing typical measurement and monitoring, as performed during the pre -installation inspection. CONSULTANT shall compare the performance data against what was projected during the Detailed Evaluation. CONSULTANT shall generate a list documenting completed EE measures and those that are incomplete or incorrectly installed or adjusted. After completion of EE measures installation, CONSULTANT shall document and describe in detail the measures that have been implemented. CONSULTANT shall prepare a Final Measurement and Verification Report with all EE measures specifying the ones that were implemented and those that were not. • Task 7.3 Deliverable: Draft Measurement and Verification Report C15155144B Amendment No. One ENOVITY INC. 11 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 • Task 7.4 Deliverable: Final Measurement and Verification Report (d) Post Installation Support CONSULTANT shall ensure the facility operation staff has received training and all necessary operations and maintenance manuals and that the customer is satisfied with the installation. If an installation or customer satisfaction issues should arise, CONSULTANT shall promptly remedy it. CONSULTANT shall respond to any customer question or complaint within twenty- four (24) hours by telephone and will include the equipment manufacture on the call, if necessary, to provide immediate guidance, service, or corrective work. CONSULTANT shall have trained respondents on the call to rapidly respond to field issues, as needed, and will maintain a customer service log to track such customer calls and the service that was provided. If any complaint cannot be resolved to the satisfaction of the customer within five (5) days, CONSULTANT shall immediately provide CPAU with a detailed description of any such complaint, which shall include the name and the contact information of the customer complaining and any other information requested by CPAU, as well as a complete form. As part of the Program's External Policies and Procedures Manual, CONSULTANT shall provide contact information for a Program Representative that will be responsible for fielding customer complaints and will describe the complaint resolution process. As part of the Program's Internal Policies and Procedures Manual, CONSULTANT shall outline specific complaint resolution procedures to be followed by Program staff. • Task 7.5 Deliverable: Customer Complaint log Task 8 - Reporting CONSULTANT shall provide ongoing scheduled reports to CPAU. Only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and efficiency standards (Title 20 and Title 24) can be counted towards program savings. (a) Monthly Report CONSULTANT shall submit a Monthly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The monthly Report shall include information on the prior month's activities, accomplishments and expenditures related to the Program. At a minimum, the Monthly report shall contain: 1) Program Cost Data 2) Program Impacts Data 3) Program Changes / New Program Information 4) Any other requirements as determined by CPAU • Task 8.1 Deliverable: Monthly Report and supporting documentation (b) Yearly Report CONSULTANT shall submit a Yearly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The Yearly Report shall include information on the year's activities, accomplishments and expenditures related to the C15155144B Amendment No. One ENOVITY INC. 12 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Program. At a minimum, the Yearly Report shall contain: 1) Program Expenditures Data 2) Program Narrative for the Year 3) Program Results 4) Any Changes to the Program Plan or any Program Design changes • Task 8.2 Deliverable: Yearly Report and supporting documentation (c) Final Program Report At the end of the term of this Agreement, CONSULTANT shall submit a final comprehensive Program Report that will provide an evaluation of the Program. At the minimum, the Report shall include the following: 1. Program Achievements 2. Program Challenges 3. Goals Attainment 4. Lessons Learned 5. Program Improvement Recommendations 6. Program Next Step Proposed (i.e. Continue Program, End Program, etc.) • Task 8.3 Deliverable: Final Program Report Task 9 - Perform Customer Feedback Surveys CONSULTANT shall provide a customer feedback survey form to obtain customer feedback on the Program's services, equipment and the value. Surveys topics shall range from the customer's perceived convenience of the program and notification of other EE programs available, to customer's overall satisfaction with the implementation of the Program. CONSULTANT shall submit draft customer feedback surveys to CPAU for review and approval. Surveys shall be delivered to the customer upon project completion with instructions for completion online on via ground mail. For Mail surveys, CONSULTANT shall include a postage - paid addressed envelope for collection. CONSULTANT shall request feedback surveys for 100% of projects. CONSULTANT shall augment form surveys with telephone surveys as needed to gain a higher percentage of responses to the survey. • Task 9.1 Deliverable: Draft Customer Feedback Surveys Template • Task 9.2 Deliverable: Final Customer Feedback Surveys Template • Task 9.3 Deliverable: Customer Feedback Summary C15155144B Amendment No. One ENOVITY INC. 13 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and the CITY so long as all the work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing (Due Date) Task 1 - Program Initiation Meeting Task 1.1 Within 15 days of Agreement extension execution Task 2 - Develop Program Plan (a) Review Internal Policies and Procedures Manual and update if needed Task 2.1 Within 30 days of Agreement execution Task 2.21 Within 15 days of CPAU Program Manager comments (b) Review External Policies and Procedures Manual and update if needed Task 2.3 Within 45 days Agreement of execution Task 2.42 Within 15 days of CPAU Program Manager comments Task 2.4-3 Ongoing (c) Marketing Plan Task 2.44 Within 30 days of Agreement execution Task 2.-75 Within 15 days of CPAU Program Manager comments (d) Coordination Plan Task 2.-86 Within 45 days of Agreement execution Task 2.-97 Within 15 days of CPAU Program Manager comments Task 3 - Develop Program Documents (a) Review Program Participation Agreement and update if needed Task 3.1 Within 30 days of Agreement execution Task 3.2 Within 15 days of CPAU Program Manager comments (b) Review Project Installation Agreement and update if needed Task 3.3 Within 60 days of Agreement execution C15155144B Amendment No. One ENOVITY INC. 14 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Task 3.4 Within 15 days of CPAU Program Manager comments (c) Review Site Assessment Form and update if needed Task 3.5 Within 45 days of Agreement execution Task 3.6 Within 15 days of CPAU Program Manager comments (d) Reporting Template Task 3.7 Within 45 days of Agreement execution Task 3.8 Ongoing and within 15 days of CPAU Program Manager comments (e) Energy Analysis Tools Task 3.9 Within 45 days of Agreement execution Task 3.10 Within 15 days of CPAU Program Manager comments Task 4 - Develop needed Review Invoicing and Program Reporting Tools and update as Task 4.1 Within 30 days of Agreement execution Task 4.2 Within 15 days of CPAU Program Manager comments Task 5 - Launch 2 year program contract extension Program (a) Program Information Task 5.1 Within 30 days of Agreement extension execution fly) Training Task 5.2 Within 60 days of Agreement execution Task 5.3 Ongoing {c) -(b) Implement Marketing Campaign Task 5.42 Within 45 days of Agreement execution Task 5.43 Within 15 days of CPAU Program Manager comments Task 5.44 Ongoing review and adjustment as needed Task 6 - Enroll Customer (Pre -Commitment Stage) (a) Attain Signed Program Participation Agreement Task 6.1 Ongoing (b) Perform Initial Site Assessments Task 6.2 Ongoing (c) Perform Detailed Evaluations Investigations Task 6.3 Ongoing C15155144B Amendment No. One ENOVITY INC. 15 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Task 6.4 Ongoing and within 15 days of CPAU Program Manager Comments Task 7- Install Energy Efficient Hardware and Projects (a) Project Installation Agreement & RCx Agreement Task 7.1 Ongoing (b) Project Installation Task 7.2 Ongoing as necessary (c) Inspections Task 7.3 Ongoing Task 7.4 Ongoing and within 15 days of CPAU Program Manager Comments (d) Post Installation Support Task 7.5 Ongoing as part of the Monthly Report Task 8- Reporting (a) Monthly Report Task 8.1 The 15th day of each month for the work completed the preceding month (b) Yearly Report Task 8.2 45 days following the end of the year (c) Final Program Report Task 8.3 90 days following the end of the term of the Agreement Task 9 - Perform Customer Feedback Surveys Task 9.1 Within 90 days following Agreement execution Task 9.2 Within 15 days of CPAU Program Manager Comments Task 9.3 45 days following the completion of each Yearly Report C15155144B Amendment No. One ENOVITY INC. 16 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 REVISED EXHIBIT "C" COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement using the Performance Payments outlined herein. CONSULTANT'S compensation under this Agreement is entirely based on CONSULTANT performance. Reimbursable Expenses and Additional Services are not authorized under this Agreement. In order to receive compensation, CONSULTANT'S performance must satisfy all requirements set forth in the Agreement and Exhibit "A" attached thereto. CONSULTANT'S compensation under this Agreement is subject to the specific NOT TO EXCEED requirements and limits set forth in Section 4 of this Agreement. Performance Payments CITY will compensate CONSULTANT in Performance Payments, to be paid in two installments; 50% upon execution of the PIA (based on estimated energy savings) and 100% minus any installment one payment after the EE measures have been installed and verified (based on installed and verified savings). CONSULTANT shall not be entitled to any additional compensation beyond the Performance Payments outlined herein. More specifically, Compensation shall be paid by the CITY to the CONSULTANT as follows: (a) Calculation of Project Performance Payment Amount: The Project Performance Payment will be calculated by multiplying annual energy savings over the first year by the Incentive Rate Multiplier. Estimated savings should be used for Installment One, and Actual installed and verified savings should be used for Installment Two. The Project Performance Payment Amount for any customer project is capped at one hundred percent (100%) of the incremental project cost. - CITY expects, but does not guarantee, that incentives will typically cover approximately 20 60% of incremental project cost. Energy savings are only eligible for input into the calculation of the Project Performance Payment Amount where they satisfy the requirements set forth in Task 4.4 of Exhibit "A". Incentive Rate Multiplier: $0.135 per gross kWh saved $0.908 per gross therm saved (b) Installment One: Upon execution of a PIA with a customer, CONSULTANT may invoice CITY as an advance for the fifty percent (50%) of the estimated total Project Performance Payment Amount (the "Commitment Advance") based on CONSULTANT's estimate of energy savings. CITY agrees to pay CONSULTANT in accordance with the timelines for invoice payment set forth in section 5 of the C15155144B Amendment No. One ENOVITY INC. 17 of 18 Revision July 20, 2016 DocuSign Envelope ID: EEA8B76C-0D7B-4543-AF54-BF1015B4B500 Agreement. (c) Installment Two: Following CONSULTANT's post -installation inspection and upon CITY's receipt and approval of the final Measurement and Verification Report for a customer, CONSULTANT may invoice the CITY for one hundred percent (100%) of the actual Project Performance Payment Amount, less the amount of any prior Commitment Advance paid to CONSULTANT in Installment One. (d) Final Incentive Release Form: CONSULTANT will draft, sign and secure customer's signature on a Final Incentive Release. The Final Incentive Release Form shall indicate the final savings and incentives amounts, as well as confirm the designated payee and corresponding taxpayer information. CITY will not compensate CONSULTANT until such Final Incentive Release form is submitted to the CITY. (e) Customer Rebates: Customer rebates are separate and distinct from the Performance Payments made to CONSULTANT under this Agreement. Customer rebates are paid by CITY directly to customers, or a customer -appointed payee through the Commercial Advantage Program custom rebate process or other process determined by CITY. CITY does not compensate CONSULTANT in any manner for Customer rebates, and as such, any customer rebates paid by CITY to customer are not subject to the not -to -exceed amounts set forth in the Agreement. (f) Delayed Customer Projects. In the event that a customer project, or a portion thereof, does not complete on schedule and fails to show progress toward completion, within 12 months of date the CITY provides CONSULTANT with a Commitment Advance, the CITY may, in its sole discretion, request that the project be closed out and verified on a timetable acceptable to CITY. The CITY may, in its sole discretion extend the project completion date. If the verified savings result in a final performance payment that is less than its prior Commitment Advance, a credit will be due to CPAU for the amount of the difference. CITY may use this credit towards future performance payments to CONSULTANT. (g) Final True Up: At the end of the contract term CONSULTANT will reimburse the CITY for any remaining credit balances. C15155144B Amendment No. One ENOVITY INC. 18 of 18 Revision July 20, 2016 Docu 6 SECURED Certificate Of Completion Envelope Id: EEA8B76C0D7B4543AF54BF1015B4B500 Subject: Please DocuSign: (5) Amendment No. 1 to Enovity, Inc. C15155144B[3387] 5-21-18.doc Source Envelope: Document Pages: 18 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 5/25/2018 4:31:11 PM Holder: Kevin Carley kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Brian Sullivan brian.sullivan@veolia.com Assistant Treasurer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jonathan Soper JSoper@enovity.com Principal Enovity, Inc Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSigned by: 4C5DC12BEA084F9... Using IP Address: 73.38.157.110 Signed using mobile UDocuSigned by: otA41-6A, S'epur 34CEB66BOEAD4E2... Using IP Address: 24.6.209.188 Sent: 5/25/2018 4:38:53 PM Viewed: 5/26/2018 10:09:11 AM Signed: 5/26/2018 10:10:44 AM Sent: 5/25/2018 4:38:53 PM Resent: 5/26/2018 10:24:41 AM Viewed: 5/26/2018 12:43:23 PM Signed: 5/26/2018 12:43:34 PM 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 Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/26/2018 12:43:36 PM Carbon Copy Events Status Timestamp Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc II City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign joshua wallace joshua.wallace@cityofpaloalto.org Acting UPS Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED COPIED COPIED Sent: 5/26/2018 12:43:36 PM Sent: 5/26/2018 12:43:37 PM Sent: 5/26/2018 12:43:37 PM Sent: 5/26/2018 12:43:37 PM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 5/26/2018 12:43:38 PM 5/26/2018 12:43:38 PM 5/26/2018 12:43:38 PM 5/26/2018 12:43:38 PM Payment Events Status Timestamps DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 AMENDMENT NO. ONE TO CONTRACT NO. C15155144C AGREEMENT BETWEEN THE CITY OF PALO ALTO AND BASE ENERGY, INC. FOR PROFESSIONAL SERVICES This Amendment No. One ("First Amendment") to Contract No. C15155144C ("Agreement") is entered into on June 26, 2018, ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and BASE ENERGY, INC., a California corporation, located at 5 Third Street, Suite 630, San Francisco, CA 94103 ("CONSULTANT") (each individually referred to herein as "Party" and collectively as the "Parties"). RECITALS A. The Agreement was entered into between the parties for the provision of energy efficiency services to CITY's large commercial, industrial and institutional customers. B. CITY and CONSULTANT now desire to amend the Agreement by extending the original term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020, and to update and modify the scope of services and compensation exhibit for the extended term, as set forth below. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended by changing the first sentence to refer to "Revised Exhibit A," to read as follows: CONSULTANT shall perform the Services described in "Revised Exhibit A" in accordance with the terms and conditions contained in this Agreement. SECTION 2. Section 2. TERM is hereby amended to read as follows: "The term of this Agreement shall be from the date of its full execution through June 30, 2020 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 3. Section 3. SCHEDULE OF PERFORMANCE is hereby amended by changing the second sentence to refer to "Revised Exhibit B," to read as follows: CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in "Revised Exhibit B," attached hereto and made a part of this Agreement. SECTION 4. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to add the following sentence to the final paragraph of Section 4: C15155144C Amendment No. One BASE Energy, Inc. 1 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 "Compensation shall be calculated as set forth in "Revised Exhibit C," attached hereto and made a part of this Agreement." SECTION 5. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "CONSULTANT will assign Ahmad R Ganji as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services 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. The City's project manager is Bruce Lesch or his designee, Utilities Department, Utility Program Services Division, 250 Hamilton Ave, Palo Alto, CA 94303. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time." SECTION 6. The following exhibit(s) to the Agreement are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this refer- ence: a. Revised Exhibit "A" entitled "SCOPE OF SERVICES". b. Revised Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". c. Revised Exhibit "C" entitled "NOT TO EXCEED COMPENSATION". SECTION 7. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. C15155144C Amendment No. One BASE Energy, Inc. 2 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO City Manager or Designee APPROVED AS TO FORM: City Attorney or Designee BASE ENERGY INC. Officer 1 By: L oocuslgnea by. UL f. Gain�i 1.425D9E28248g Name: Ahmad R. Ganji Title: Principal Officer 2 000�s�gnea ny: ecencDEa9ESFaco.. Name: Sandra Chow By: Title: BASE Energy, Inc. Secretary Attachments: REVISED EXHIBIT "A": SCOPE OF SERVICES REVISED EXHIBIT "B": SCHEDULE OF PERFORMANCE REVISED EXHIBIT "C": NOT TO EXCEED COMPENSATION C15155144C Amendment No. One BASE Energy, Inc. 3 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 REVISED EXHIBIT "A" SCOPE OF SERVICES CITY and CONSULTANT have entered an amendment (the Amendment) to extend the original Agreement term, which was to terminate on June 30, 2018, for an additional two years, with a new termination date of June 30, 2020. CITY and CONSULTANT have further agreed to update and modify the scope of services for the extended term, as set forth below. The modifications are indicated by strike through and interlineation. A. OVERVIEW Consultant agrees to provide the City of Palo Alto ("CITY" or "CPAU") with the Commercial and Industrial Energy Efficiency Program Industrial and Commercial Efficiency (ICE) Program ("CIEEP" or the "Program"), which is an incentive program to encourage commercial and industrial ("C&I") sector customers to optimize building energy performance through implementation of building system infrastructure improvements, boiler energy efficiency upgrades, and HVAC system improvements and control tune-up measures. The Program targets gas and electric savings. CONSULTANT may provide water savings measures to customers where available and appropriate. The Program will encourage the CITY's Key Account customers to optimize building energy performance through implementation of building infrastructure improvements, energy efficient ("EE") equipment upgrades, and retrocommissioning (RCx) of building energy systems. Upon the effective date of the Amendment, the Program will be expanded to include a broader group of commercial customers. Consultant will coordinate with CPAU's Key Account customer representatives to meet with customers and obtain the customer's agreement to perform an Initial Site Assessment to identify potential EE measures, estimated energy savings, project cost and payback. Upon a customer's approval, Consultant's program administrator will perform a detailed evaluation of the selected EE measures and develop a Detailed Evaluation Report. Based on the detailed evaluation report, a customer will then decide which measures to implement and the customer can elect to sign a Project Installation Agreement (the "PIA"). The PIA provides details on equipment specifications and installation requirements in order for the customer to qualify for CPAU incentives for EE projects. Consultant's program administrator may either offer full turnkey service to the customer, or serve as technical advisor during the customer's project implementation phase. Upon completion of the project, Consultant will ensure that customer's project meets the specifications described in the PIA and prepare a Final Measurement and Verification Report. Consultant will also assist the customer to separately apply for CPAU incentives. In addition to the general services described above, customers, at their discretion, will have the option to contract directly with Swinerton to help them manage the project implementation phase. Consultant will closely work with Swinerton, or the Customer's preferred contractor, to provide technical assistance to help answer any questions and perform reviews related to the project during the implementation phase. Additionally, for selected RCx projects, such as reprogramming of C15155144C Amendment No. One BASE Energy, Inc. 4 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 controls or set point changes, Consultant's engineers will help the Customer implement recommended changes at no extra cost. Upon the effective date of this Amendment, if the PIA includes RCx measures, Consultant will also provide an "RCx Agreement for Persistent Savings" to be signed by the customer. Target Markets Program will target CPAU Key Account customers and/or commercial customers with building sizes of 50,000 square feet. and above in the government, institutional and private sectors within the CITY. Target buildings include schools, office buildings, High Tech facilities, manufacturing facilities, lab facilities, retail buildings, hospitality buildings (hotel and resorts), and hospitals. Energy Savings Targets Program's energy savings targets for the term of the Agreement are provided in Table 1. Table 1. Program Energy Savings Targets Fiscal Year (FY) Gross KW Gross kWh Gross Therms July 1 t —June 30th Year 1* FY 2015 16 79 455,400 8,280 Year 2 FY 2-017 378 2,185,920 39,744 Year 3 FY 2018 329 1,912,680 34,776 Year 4 FY 19 140 1,518,000 27,600 Year 5 FY 20 140 1,518,000 27,600 Total 1,066 7,590,000 138,000 Note: *Year 1 includes one additional month from FY2015 (June 2015) preparing for the contract to launch Program Staffing CONSULTANT agrees to staff the Program in accordance with the staffing set forth in Table 2, and shall notify the CITY concerning proposed changes to the staffing plan. All such changes require the prior written consent of CITY. CITY reserves the right to (i) request CONSULTANT conduct criminal background checks to City's satisfaction on all CONSULTANT's staff, contractors or agents that may enter customer property, and (ii) require that any staff, contractor or agent of CONSULTANT that fails the background check shall not be permitted to enter any customer premises. Without limiting Section 16 (Indemnity) of the Agreement, CONSULTANT agrees and understands it is responsible for all costs and damages associated with any theft, vandalism, damage or criminal acts involving or committed by CONSULTANT staff, Contractors or agents involving a customer or customer premises. C15155144C Amendment No. One BASE Energy, Inc. 5 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 Table 2. CONSULTANT's Staff Contacts Name Title Phone Email , Ahmad Ganji Principal 415-543-1600 x 27 arg@baseco.com Ricardo A. Sfeir Senior Engineer '115 5'13 1600 rsfeir@baseco.com Thomas Chan Project Engineer 415-543-1600 x 29 tchan@baseco.com Mark Ritchie Project Engineer 909-256-3864 mritchie@baseco.com Sandra Chow Lead Engineer 415-543-1600 schow@baseco.com Program Work Plan Task 1— Project Initiation Meeting CONSULTANT shall organize with the CPAU Program Manager a Program Kick -Off Meeting. The meeting shall include CPAU staff to establish roles, timelines, and priorities in the delivery of the Program. The meeting will also cover Program logistics, marketing, coordination, evaluation, monitoring and verification activities, invoicing requirements, reports and any remaining contractual issues. • Task 1.1 Deliverable: Meeting agenda and meeting minutes. Task 2 —Develop Program Plan In coordination with CPAU staff, CONSULTANT shall develop the following documents: (a) Internal Policies and Procedures Manual CONSULTANT shall develop, adhere to and document its compliance with Policies and Procedures Manual in the implementation of the Program, including those related to the identification, evaluation, implementation and verification of EE measures. The Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan, a Program Plan, and Implementation Timeline. • Task 2.1 Deliverable: Draft Internal Policies and Procedures Manual • Task 2.2 Deliverable: Final Internal Policies and Procedures Manual (b) External Policies and Procedures Manual CONSULTANT shall develop, adhere to an External Policies and Procedures Manual for the Program, which shall include the terms and conditions for participating in the Program, the process for participating in the Program and the process for receiving incentive funds, and a customer complaint and resolution plan. CONSULTANT will post the External Policies and Procedures Manual to the Program website (also to be developed by CONSULTANT). CONSULTANT shall C15155144C Amendment No. One 6 of 19 Revision July 20, 2016 BASE Energy, Inc. DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 also use the website it develops as a communication tool for contractors, customers and CPAU staff to avoid confusion and maintain customer satisfaction. • Task 2.3 Deliverable: Draft External Policies and Procedures Manual • Task 2.4 Deliverable: Final External Policies and Procedures Manual • Task 2.5 Deliverable: Develop website (c) Marketing Plan CONSULTANT shall develop a Marketing Plan that outlines pre -planned marketing activities including a description of the activity, date and location of the any activity, target audience, estimated reach, and marketing material that will be distributed. The Marketing Plan will also address the proposed brand -identity for the Program. It shall also address how the CONSULTANT will market the Program to reach its target audience and how it will promote the Program and how it may provide technical training to building owners and operators, equipment suppliers/vendors, mechanical and maintenance contractors, and mechanical engineers. CONSULTANT shall develop marketing material in conjunction with CPAU and its design firm. • Task 2.6 Deliverable: Draft Marketing Plan • Task 2.7 Deliverable: Final Marketing Plan (d) Coordination Plan CONSULTANT shall develop a Coordination Plan that will provide details on how CONSULTANT will coordinate the efforts and actions of this Program with other existing internal CPAU energy efficiency, water conservation, and renewable energy programs as well as any other potential third - party programs. • Task 2.8 Deliverable: Draft Coordination Plan • Task 2.9 Deliverable: Final Coordination Plan Task 3 — Develop Program Documents CONSULTANT shall develop documents necessary for implementation of the Program. All documents related to the Program shall be submitted to CPAU for approval prior to any distribution, circulation, or publication. CONSULTANT shall revise and/or produce new documents as needed to effectively implement and promote the Program. (a) Program Participation Agreement CONSULTANT shall create a Program Participation Agreement that shall be used to collect basic information from the customer including facility contact information, financial requirements, and which will act as a Site Access Agreement for the Program • Task 3.1 Deliverable: Draft Program Participation Agreement • Task 3.2 Deliverable: Final Program Participation Agreement C15155144C Amendment No. One 7 of 19 Revision July 20, 2016 BASE Energy, Inc. DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 (b) Project Installation Agreement CONSULTANT shall develop a template Program Installation Agreement for committing owners to install the identified EE measures. The Program Installation Agreement shall detail the measure installation and eligibility requirements needed to receive an incentive from the program. The Project Installation Agreement, once fully executed, shall reserve the specified incentive funds for the Customer. • Task 3.3 Deliverable: Draft Project Installation Agreement • Task 3.4 Deliverable: Final Project Installation Agreement (c) Site Assessment Form CONSULTANT shall develop a Site Assessment Form which will be used to collect standardized facility data and metrics for determining if a facility meets the Program eligibility requirements and for collecting standard data inputs based on system equipment and functionality. The Site Assessment Form shall be maintained in the facility' s electronic project file. • Task 3.5 Deliverable: Draft Site Assessment Form • Task 3.6 Deliverable: Final Site Assessment Form (d) Reporting Template CONSULTANT shall create standard reporting template including templates for the Initial Site Assessment Report, Detailed Evaluation Report, as well as a Measurement and Verification Report. These templates shall be sent to CPAU for review and approval prior to use. • Task 3.7 Deliverable: Draft Initial Technical Memorandum "Tech Memo" and Measurement and Verification Report Templates • Task 3.8 Deliverable: Final Initial Technical Memorandum "Tech Memo" and Measurement and Verification Report Templates (e) Energy Analysis Tools CONSULTANT shall develop energy analysis tools to quantify energy savings for measures covered under the program. Only energy savings that are incremental to the prevailing building and appliance efficiency standards (Title 20 and Title 24) can be counted towards program savings. To that end, the California Municipal Utilities Association (CMUA) Technical Reference Manual (TRM) should be used as a reference source for determining annual energy savings. For projects that involve lighting retrofit and/or variable frequency drive (VFD) pump and VFD fan installations, CONSULTANT shall estimate the energy savings using the "TRM nonres lighting energy savings calculator" and the "TRM nonres pump and fan VFD energy savings calculator", or other similar calculators that incorporate the prevailing Title 24 and Title 20 baseline for estimating energy savings. If the latter is C15155144C Amendment No. One BASE Energy, Inc. 8 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 preferred, CONSULTANT will need to demonstrate that the energy savings calculation methodologies and the resultant savings from the TRM energy savings and the CONSULTANT - preferred calculator are equivalent. Energy analysis tools developed by the CONSULTANT shall be sent to CPAU for review and approval. New energy analysis calculation tools shall be developed as needed during the Program cycle. • Task 3.9 Deliverable: Draft Energy Analysis Tools • Task 3.10 Deliverable: Final Energy Analysis Tools Task 4 - Develop Invoicing and Program Reporting Tools CONSULTANT will submit to CPAU a sample of all the reporting tools that will be used to meet CPAU reporting requirements for CPAU's review and approval for use under the Agreement. This will include but not limited to: (a) Monthly Narrative (b) Monthly Invoice (c) Yearly Report (d) Customer Data Export File (e) Customer Summary Report (f) Program Savings Report • Task 4.1 Deliverable: Draft Invoicing and Reporting Tools • Task 4.2 Deliverable: Final Invoice and Reporting Tools Task 5 — Launch Program (a) Program Information CONSULTANT shall provide CPAU with a Program Presentation, Technical Presentation, and a Frequently Asked Questions document on the Program. • Task 5.1 Deliverable: Program Presentation, Technical Presentation and Frequently Asked Questions Document (b) Training CONSULTANT shall provide in person training on the Program process, eligibility requirements, and incentive as well as high level overview of typical EE measures and their applications to requested CPAU staff. In addition, a Program representative shall be available to assist all CPAU representatives on an on -going basis to answer any questions related to the Program and to determine if specific customers are eligible for the Program participation. • Task 5.2 Deliverable: In person Training on Program to CPAU Staff C15155144C Amendment No. One 9 of 19 Revision July 20, 2016 BASE Energy, Inc. DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 • Task 5.3 Deliverable: Ongoing training and assistance for CPAU Staff (c) Implement Marketing Campaign CONSULTANT shall execute the planned marketing campaign based on the approved detailed Marketing Plan. All marketing activities will be coordinated with CPAU. • Task 5.4 Deliverable: Draft Program Marketing Materials as shall be outlined in the Final Marketing Plan • Task 5.5 Deliverable: Final Program Marketing Materials as shall be outlined in the Final Marketing Plan • Task 5.6 Deliverable: Present at marketing events and perform one-on-one customer marketing as needed. Task 6 — Enroll Customer (Pre -Commitment Stage) (a) Attain Signed Program Participation Agreement Only Key Account customers are qualified to participate in this Program. Customer enrollment occurs when the customer executes a signed Program Participation Agreement, and submits it to CONSULTANT. After the Program Participation Agreement is executed by the customer, the customer becomes eligible to receive an initial site assessment. • Task 6.1 Deliverable: Signed Program Participation Agreement (b) Perform Initial Site Assessments Once a signed Program Participation Agreement has been received by CONSULTANT, CONSULTANT shall perform an Initial Site Assessment. During the Initial Site Assessment CONSULTANT will determine what potential EE measures exist at the facility and will calculate using rule of thumb estimates and high level assumptions, potential energy savings, greenhouse gas reductions, project cost, incentives, and paybacks for each EE measure. A Technical Memorandum, or "Tech Memo", will be developed for each facility that qualifies for the Program services. The Tech Memo shall be submitted to the Customer and CPAU. The Tech Memo will provide descriptions of the EE measures identified, and will also include analysis of 12 months of electricity and gas data. • Task 6.2 Deliverable: Tech Memo (c) Perform Detailed Evaluations If, based on review of the Tech Memo, EE measures are selected for further evaluation by the Customer and CONSULTANT, CONSULTANT shall perform a Detailed Evaluation of the selected EE measures. It is expected that Detailed Evaluations shall be performed on at least 70% of the sites where Initial Site Assessments were performed. C15155144C Amendment No. One 10 of 19 Revision July 20, 2016 BASE Energy, Inc. DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 The Detailed Evaluations shall include onsite spot measurements and/or monitoring of facilities energy consuming equipment. CONSULTANT shall conduct an independent analysis to determine the potential energy savings and calculate the incentive for the customer. Only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and appliance standards can be counted toward program savings. CONSULTANT shall prepare a Detailed Evaluation Report that describes in detail each EE measure, estimate of potential energy savings, implementation cost, CPAU incentive and payback for each EE measure. This will be presented to the customer. For any sites that have modern building automation DDC system and where customer cooperation can be obtained, an appropriate fault diagnostic toolset (i.e. data loggers) shall be installed at this stage. CONSULTANT staff shall perform technical services provided by the program including surveys, measurements and analysis, and calculate potential energy savings. The customer shall procure the implementation services with CONSULTANT providing technical support throughout the implementation process; CONSULTANT shall also offer the customer turnkey implementation services. • Task 6.3 Deliverable: Draft Detailed Evaluation Report • Task 6.4 Deliverable: Final Detailed Evaluation Report Task 7 — Install Energy Efficient Hardware and Projects (a) Project Installation Agreement (PIA) Upon completion of the Detailed Evaluation Report, CONSULTANT shall supply the Customer with a Project Installation Agreement that will be executed for the measures selected by the customer for implementation. By signing the Project Installation Agreement, the customer is able to reserve the specified incentive and make the monies unavailable to others. The incentive amounts specified in the Project Installation Agreement shall be estimates only and may vary based on the final and verified savings amounts. The Project Installation Agreement shall provide details on the equipment specifications and installation requirements that will need to be met in order to receive the agreed to incentive amount. If the PIA includes Retro-commissioning (RCx) measures, the CONSULTANT will include the RCx Agreement for Persistent Savings (RCx Agreement) to be signed by the customer prior to moving forward with implementation. • Task 7.1 Deliverable: Signed Project Installation Agreement & RCx Agreement (as applicable) (b) Project Installation The identified EE measures shall be installed by the contractor chosen by the customer. CONSULTANT shall work with the customer to identify implementation paths for the EE measures. Consultant shall offer full turnkey services to the customer. If the customer elects to use a contractor other than the CONSULTANT, then CONSULTANT shall provide technical assistance regarding equipment specifications and installation criteria to the contractor chosen by the customer to implement the work. CONSULTANT shall attend meetings with contractors to explain project scope C15155144C Amendment No. One BASE Energy, Inc. 11 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 and installation requirements as needed. • Task 7.2 Deliverable: Technical assistance and contractor meetings (c) Inspections CONSULTANT shall review 100% of project purchase orders, final invoices, and technical equipment cut -sheets to verify that the equipment purchased and installed meets the specifications and performance requirements outlined in the Detailed Evaluation Report. CONSULTANT shall perform on -site inspections preceding and following completion of work by the contractor for all EE measures. Following the installation of the measures by the contractor, CONSULTANT shall perform a post - installation inspection of the installation, collecting and verifying facility data and performing typical measurement and monitoring, as performed during the pre -installation inspection. CONSULTANT shall compare the performance data against what was projected during the Detailed Evaluation. CONSULTANT shall generate a list documenting completed EE measures and those that are incomplete or incorrectly installed or adjusted. After completion of EE measures installation, CONSULTANT shall document and describe in detail the measures that have been implemented. CONSULTANT shall prepare a Final Measurement and Verification Report with all EE measures specifying the ones that were implemented and those that were not. • Task 7.3 Deliverable: Draft Measurement and Verification Report • Task 7.4 Deliverable: Final Measurement and Verification Report (d) Water Savings CONSULTANT may provide water savings measures to customers where available and appropriate. Performance payments for any claimable energy savings associated with those water measures will go through the standard performance payment process. Calculation of energy savings will be established with CPAU in the course of program delivery (e) Post Installation Support CONSULTANT shall ensure the facility operation staff has received training and all necessary operations and maintenance manuals and that the customer is satisfied with the installation. If an installation or customer satisfaction issues should arise, CONSULTANT shall promptly remedy it only if the CONSULTANT provides turnkey services to customer. CONSULTANT shall respond to any customer question or complaint within twenty-four (24) hours by telephone and will include the equipment manufacture on the call, if necessary, to provide immediate guidance, service, or corrective work. CONSULTANT shall have trained respondents on the call to rapidly respond to field issues, as needed, and will maintain a customer service log to track such customer calls and the service that was provided. If any complaint cannot be resolved to the satisfaction of the customer within five (5) days, CONSULTANT shall immediately provide CPAU with a detailed description of any such complaint, which shall include the name and the contact information of the customer complaining and any other information requested by CPAU, as well as a complete form. As part of the Program's External Policies and Procedures Manual, CONSULTANT shall provide contact information for a Program Representative that will be responsible for fielding customer complaints and will describe the complaint resolution process. As part of the Program's Internal Policies and Procedures Manual, C15155144C Amendment No. One 12 of 19 Revision July 20, 2016 BASE Energy, Inc. DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 CONSULTANT shall outline specific complaint resolution procedures to be followed by Program staff. • Task 7.5 Deliverable: Customer Complaint log TASK 8 — Reporting CONSULTANT shall provide ongoing scheduled reports to CPAU. Only For measures that trigger Title 20 and/ or Title 24 standards, only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and efficiency standards (Title 20 and Title 24) can be counted towards program savings. (a) Monthly Report CONSULTANT shall submit a Monthly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The monthly Report shall include information on the prior month's activities, accomplishments and expenditures related to the Program. At a minimum, the Monthly report shall contain: 1) Program Cost Data 2) Program Impacts Data 3) Program Changes / New Program Information 4) Any other requirements as determined by CPAU • Task 8.1 Deliverable: Monthly Report and supporting documentation (b) Yearly Report CONSULTANT shall submit a Yearly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The Yearly Report shall include information on the year's activities, accomplishments and expenditures related to the Program. At a minimum, the Yearly Report shall contain: 1) Program Expenditures Data 2) Program Narrative for the Year 3) Program Results 4) Any Changes to the Program Plan or any Program Design changes • Task 8.2 Deliverable: Yearly Report and supporting documentation (c) Final Program Report At the end of the term of this Agreement, CONSULTANT shall submit a final comprehensive Program Report that will provide an evaluation of the Program. At the minimum, the Report shall include the following: 1. Program Achievements 2. Program Challenges C15155144C Amendment No. One BASE Energy, Inc. 13 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 3. Goals Attainment 4. Lessons Learned 5. Program Improvement Recommendations 6. Program Next Step Proposed (i.e. Continue Program, End Program, etc.) • Task 8.3 Deliverable: Final Program Report TASK 9 — Perform Customer Feedback Surveys CONSULTANT shall provide a customer feedback survey form to obtain customer feedback on the Program's services, equipment and the value. Surveys topics shall range from the customer's perceived convenience of the program and notification of other EE programs available, to customer's overall satisfaction with the implementation of the Program. CONSULTANT shall submit draft customer feedback surveys to CPAU for review and approval. Surveys shall be delivered to the customer upon project completion with instructions for completion online on via ground mail. For Mail surveys, CONSULTANT shall include a postage -paid addressed envelope for collection. CONSULTANT shall request feedback surveys for 100% of projects. CONSULTANT shall augment form surveys with telephone surveys as needed to gain a higher percentage of responses to the survey. • Task 9.1 Deliverable: Draft Customer Feedback Surveys Template • Task 9.2 Deliverable: Final Customer Feedback Surveys Template • Task 9.3 Deliverable: Customer Feedback Summary C15155144C Amendment No. One BASE Energy, Inc. 14 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 REVISED EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and the CITY so long as all the work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing (Due Date) Task 1 - Program Initiation Meeting Task 1.1 Within 15 days of Agreement execution Task 2 - Develop Program Plan (a) Internal Policies and Procedures Manual Task 2.1 Within 30 days of Agreement extension Task 2.2 Within 15 days of CPAU Program Manager comments (b) External Policies and Procedures Manual Task 2.3 Within 45 days of Agreement execution Task 2.4 Within 15 days of CPAU Program Manager comments Task 2.5 Ongoing (c) Marketing Plan Task 2.6 Within 30 days of Agreement execution Task 2.7 Within 15 days of CPAU Program Manager comments (d) Coordination Plan Task 2.8 Within 45 days of Agreement execution Task 2.9 Within 15 days of CPAU Program Manager comments Task 3 — Develop Program Documents (a) Program Participation Agreement Task 3.1 Within 30 days of Agreement execution Task 3.2 Within 15 days of CPAU Program Manager comments (b) Project Installation Agreement Task 3.3 Within 60 days of Agreement execution C15155144C Amendment No. One BASE Energy, Inc. 15 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 Task 3.4 Within 15 days of CPAU Program Manager comments (c) Site Assessment Form Task 3.5 Within 45 days of Agreement execution Task 3.6 Within 15 days of CPAU Program Manager comments (d) Reporting Template Task 3.7 Within 45 days of Agreement execution Task 3.8 Ongoing and within 15 days of CPAU Program Manager comments (e) Energy Analysis Tools Task 3.9 Within 45 days of Agreement execution Task 3.10 Within 15 days of CPAU Program Manager comments Task 4 — Develop Invoicing and Program Reporting Tools Task 4.1 Within 30 days of Agreement execution Task 4.2 Within 15 days of CPAU Program Manager comments Task 5 — Launch Program (a) Program Information Task 5.1 Within 30 days of Agreement execution (b) Training Task 5.2 Within 60 days of Agreement execution Task 5.3 Ongoing (c) Implement Marketing Plan Task 5.4 Within 45 days of Agreement execution Task 5.5 Within 15 days of CPAU Program Manager Comments Task 5.6 Ongoing Task 6 — Enroll Customer (Pre -Commitment Stage) (a) Attain Signed Program Participation Agreement Task 6.1 Ongoing (b) Perform Initial Site Assessments Task 6.2 Ongoing (c) Perform Detailed Investigations Task 6.3 Ongoing Task 6.4 Ongoing and within 15 days of CPAU Program Manager Comments C15155144C Amendment No. One BASE Energy, Inc. 16 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 Task 7- Install Energy Efficient Hardware and Projects (a) Project Installation Agreement Task 7.1 Ongoing (b) Project Installation Task 7.2 Ongoing as necessary (c) Inspections Task 7.3 Ongoing Task 7.4 Ongoing and within 15 days of CPAU Program Manager Comments (d) Post Installation Support Task 7.5 Ongoing as part of the Monthly Report Task 8- Reporting (a) Monthly Report Task 8.1 The 15th day of each month for the work completed the preceding month (b) Yearly Report Task 8.2 45 days following the end of the year (c) Final Program Report Task 8.3 90 days following the end of the term of the Agreement Task 9 — Perform Customer Feedback Surveys Task 9.1 Within 90 days following Agreement execution Task 9.2 Within 15 days of CPAU Program Manager Comments Task 9.3 45 days following the completion of each Yearly Report C15155144C Amendment No. One BASE Energy, Inc. 17 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 REVISED EXHIBIT C NOT TO EXCEED COMPENSATION The CITY agrees to compensate CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement using the Performance Payments outlined herein. CONSULTANT'S compensation under this Agreement is entirely based on CONSULTANT performance Reimbursable Expenses and Additional Services are not authorized under this Agreement. In order to receive compensation, CONSULTANT'S performance must satisfy all requirements set forth in the Agreement and Exhibit "A" attached there to. CONSULTANT'S compensation under this Agreement is subject to the specific NOT TO EXCEED requirements and limits set forth in Section 4 of this Agreement. Performance Payments CITY will compensate CONSULTANT in Performance Payments, to be paid in two installments; 50% upon execution of the PIA (based on estimated energy savings) and 100% minus any installment one payment after the EE measures have been installed and verified (based on installed and verified savings). CONSULTANT shall not be entitled to any additional compensation beyond the Performance Payments outlined herein. More specifically, Compensation shall be paid by the CITY to the CONSULTANT as follows: (a) Calculation of Project Performance Payment Amount: The Project Performance Payment will be calculated by multiplying annual energy savings over the first year by the Incentive Rate Multiplier. Estimated savings should be used for Installment One, and Actual installed and verified savings should be used for Installment Two. The Project Performance Payment Amount for any customer project is capped at one hundred percent (100%) of the incremental project cost. CITY expects, but does not guarantee, that incentives will typically cover approximately 20 60% of incremental project cost. Energy savings are only eligible for input into the calculation of the Project Performance Payment Amount where they satisfy the requirements set forth in Task 4.4 of Exhibit "A". Incentive Rate Multiplier: $0.106 per gross kWh saved $1.00 per gross therm saved (b) Installment One: Upon execution of a PIA with a customer, CONSULTANT may invoice CITY as an advance for the fifty percent (50%) of the estimated total Project Performance Payment Amount (the "Commitment Advance") based on CONSULTANT's estimate of energy savings. CITY agrees to pay CONSULTANT C15155144C Amendment No. One BASE Energy, Inc. 18 of 19 Revision July 20, 2016 DocuSign Envelope ID: 08E4C262-9B39-47A9-BA6C-7A364C692D95 in accordance with the timelines for invoice payment set forth in section 5 of the Agreement. (c) Installment Two: Following CONSULTANT's post -installation inspection and upon CITY's receipt and approval of the final Measurement and Verification Report for a customer, CONSULTANT may invoice the CITY for one hundred percent (100%) of the actual Project Performance Payment Amount, less the amount of any prior Commitment Advance paid to CONSULTANT in Installment One. (d) Final Incentive Release Form: CONSULTANT will draft, sign and secure customer's signature on a Final Incentive Release. The Final Incentive Release Form shall indicate the final savings and incentives amounts, as well as confirm the designated payee and corresponding taxpayer information. CITY will not compensate CONSULTANT until such Final Incentive Release form is submitted to the CITY. (e) Customer Rebates: Customer rebates are separate and distinct from the Performance Payments made to CONSULTANT under this Agreement. Customer rebates are paid by CITY directly to customers, or a customer -appointed payee through the Commercial Advantage Program custom rebate process or other process determined by CITY. CITY does not compensate CONSULTANT in any manner for Customer rebates, and as such, any customer rebates paid by CITY to customer are not subject to the not -to -exceed amounts set forth in the Agreement. (f) Delayed Customer Projects. In the event that a customer project, or a portion thereof, does not complete on schedule and fails to show progress toward completion, within 12 months of date the CITY provides CONSULTANT with a Commitment Advance, the CITY may, in its sole discretion, request that the project be closed out and verified on a timetable acceptable to CITY. The CITY may, in its sole discretion extend the project completion date. If the verified savings result in a final performance payment that is less than its prior Commitment Advance, a credit will be due to CPAU for the amount of the difference. CITY may use this credit towards future performance payments to CONSULTANT. (g) Final True Up: At the end of the contract term CONSULTANT will reimburse the CITY for any remaining credit balances. C15155144C Amendment No. One BASE Energy, Inc. 19 of 19 Revision July 20, 2016 Docu • SECURED Certificate Of Completion Envelope Id: 08E4C2629B3947A9BA6C7A364C692D95 Subject: Please DocuSign: Amendment No. 1 to BASE Energy, Inc. C15155144C.doc Source Envelope: Document Pages: 19 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Kevin Carley 250 Hamilton Ave Palo Alto , CA 94301 kevin.carley@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original Holder: Kevin Carley 5/21/2018 4:55:47 PM kevin.carley@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Ahmad R. Ganji arg@baseco.com Principal Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Chow schow@baseco.com BASE Energy, Inc. Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign riii DocuSgned � w,a� r. Ga vi 160A29D9E282489... Using IP Address: 23.124.72.169 DocuSigned by: r BC6ACDF49E6F4C0..• Using IP Address: 23.124.72.169 Sent: 5/21/2018 4:59:39 PM Viewed: 5/21/2018 5:39:15 PM Signed: 5/25/2018 10:57:01 AM Sent: 5/21/2018 4:59:38 PM Viewed: 5/25/2018 2:29:09 PM Signed: 5/25/2018 2:29:35 PM 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 Thomas Chan tchan@baseco.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 5/21/2018 4:59:39 PM Resent: 5/25/2018 9:13:28 AM Carbon Copy Events Status Timestamp Kevin Carley kevin.carley@cityofpaloalto.org Utility Program Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carolynn Bissett carolynn.bissett@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Bruce Lesch Bruce.Lesch@CityofPaloAlto.org Manager, Utility Program Services City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Rebecca Duchon Rebecca.Duchon@CityofPaloAlto.org Admin Assoc II City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign joshua wallace joshua.wallace@cityofpaloalto.org Acting UPS Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED COPIED COPIED COPIED Sent: 5/25/2018 2:29:36 PM Sent: 5/25/2018 2:29:37 PM Sent: 5/25/2018 2:29:37 PM Sent: 5/25/2018 2:29:38 PM Sent: 5/25/2018 2:29:38 PM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 5/25/2018 2:29:38 PM 5/25/2018 2:29:38 PM 5/25/2018 2:29:38 PM 5/25/2018 2:29:38 PM Payment Events Status Timestamps CITY OF PALO ALTO City of Palo Alto (ID # 9298) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Adoption of a Resolution Proposing the Appropriations Limit for Fiscal Year 2019 Title: Adoption of a Resolution Determining the Proposed Calculation of the Appropriations Limit for Fiscal Year 2019 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that Council adopt the attached Resolution determining the Proposition 4 (GANN) Appropriations Limit calculation for Fiscal Year 2019 (Attachment A). The City's Fiscal Year 2019 appropriations are estimated to be $50.87 million under the limit based on the Fiscal Year 2019 Budget; as recommended to the City Council for review and adoption on June 18, 2018. Background California voters approved an initiative on November 6, 1979 that added Article XIIIB to the State Constitution as amended with Proposition 98 in 1988 and Proposition 111 in 1990. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. The original legislation implementing the provisions of Article XIIIB became effective January 1, 1981. In accordance with that legislation, the governing body of each government jurisdiction must, by resolution, establish its annual Appropriation Limit for the coming year (prior to July 1) at a regularly scheduled meeting or noticed special meeting. Based on Article XIIIB, the City of Palo Alto can use the larger of two measurements of population growth, (county or city population growth) in the Appropriations Limit calculation. For Fiscal Year 2019, the City is using the population growth of Santa Clara County in the calculation. The City typically uses the highest factor in order to provide maximum appropriation flexibility. Discussion The Appropriations Limit is adjusted annually on the basis of population and per capita income changes. This updated information is received from the California Department of Finance in May, after the City's proposed budget has been submitted to Council. Attached is the final City of Palo Alto Page 1 Appropriations Limit calculation, based on the updated information as well as allowable appropriation limit adjustment factors such as voter -approved debt and capital outlay expenditures. The Appropriations Limit for Fiscal Year 2019 is $114.94 million for funds subject to the appropriation limits. The City's Fiscal Year 2019 budgeted appropriations are estimated to be $50.87 million under the limit. As required by state law, documentation used to compute the Appropriations Limit has been made available to the public at least fifteen days prior to the Council meeting at which the Appropriations Limit is being adopted, and notice was published of the availability of these materials. Resource Impact The adoption of the Fiscal Year 2019 Appropriations Limit has no impact on City resources. Policy Implications This recommendation is consistent with existing City policies. Environmental Review This is not a project under section 21065 of the California Environmental Quality Act. Attachments: • Attachment A: Appropriations Limit Resolution • Attachment A, Exhibit 1: FY 2019 Appropriations Limit Calculation City of Palo Alto Page 2 ATTACHMENT A RESOLUTION NO.XXXX RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DETERMINING THE CALCULATION OF THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2019 WHEREAS, under Article XIIIB of the Constitution of the State of California, the City of Palo Alto (City) may not appropriate any proceeds of taxes in excess of its appropriations limit (Limit); and WHEREAS, since fiscal year 1991, the City is permitted to annually adjust its Limit in accordance with inflation and population adjustment factors; and WHEREAS, pursuant to Government Code Section 37200, the calculation of the Limit and the total appropriations subject to the limit were set forth in the annual budget of the City for Fiscal Year 2019, which was adopted by ordinance of the Council on June 18, 2018; and WHEREAS, pursuant to Government Code sections 7901 and 7910, the final calculation of the Limit has been determined, and the adjustment factors on which the calculation is based are a 3.67% percent change in California per capita income and a 0.99% percent change in the population growth for the County of Santa Clara; and WHEREAS, the documentation used in the determination of the Limit has been made available to the general public for fifteen (15) days prior to the date of adoption of this resolution; and WHEREAS, according to the final calculation, the City's net appropriations subject to limitation are approximately $114.94 million. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The Council of the City of Palo Alto hereby finds that, for Fiscal Year 2019, the final calculation of the Appropriations Limit of the City of Palo Alto has been determined in accordance with the adjustment factors referred to above, the documentation used in the determination of the calculation has been made available to the general public for the period of fifteen days as required by law, and the City's appropriations subject to limitation are under the Limit by approximately $50.87 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2019, a copy of which is attached hereto as Exhibit 1. SECTION 3. The Council finds that the adoption of this resolution does not constitute a 1 project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Senior Assistant City Attorney 2 City Manager Administrative Services Director Attachment A, Exhibit 1 APPROPRIAl1ONSLIMITAl1ON COMPLJANCECALCULAl1ON FORRSCALYEAR2019 ADOF IbU BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Special Pro ects Funds Revenue Funds Debt Service Fund Combined Funds FY2019Adopted Budget 11 210.70 $ 135.23 $ r 35.06 $ ' 4.59 $ 385.58 Less: Interfund Transfers $ (30.90) $ - $ (26.38) $ - $ (57.27) Allocated Charges $ (19.85) $ - $ - $ - $ (19.85) Non -Proceeds $ (49.05) $ (135.23) $ (9.24) $ - $ (193.52) Net Appropriations Subject to Limit $ 110.91 $ $ (0.56) $ 4.59 $ 114.94 CITY OF PALO ALTO FY2019 Per Capita Income Change (CA Department of Finance) 3.67% FactorA 1.0367 FY2019 Population Change (Santa Clara County) 0.99% FactorB 1.0099 Factor A x Factor B FY 2018 Adopted Appropriations Limit $ 158.37 1.0470 FY 2019 Adopted Appropriations Limit $ 165.81 Net AppropriationsSabject to Limit 114.94 Amount Under the Limit $ 50.87 the City of Palo Alto remainswell within itsappropriationslimit in FY2019. Future year limit trendscan be made based on the average change in regional population and income growth. lhe appropriationssubject to limitation includes proceeds oftaxesfrom the General Fund, Capital Projects Fund, and qpecial Revenue Funds. Fiscal Year Per Capita Income Population Factor Change Factor Total Adjustment Factor Appropriations Limit Appropriations Subject to Limit Amount Under the Limit 2018 1.0369 1.0082 1.0454 $ 158.37 $ 131.49 $ 26.88 2017 1.0537 1.0130 1.0674 $ 151.48 $ 109.51 $ 41.97 2016 1.0382 1.0113 1.0499 $ 141.92 $ 100.60 $ 41.31 2015 0.9977 1.0150 1.0127 $ 135.17 $ 82.93 $ 52.24 2014 1.0512 1.0157 1.0677 $ 133.48 $ 90.28 $ 43.20 2013 1.0377 1.0124 1.0506 $ 125.01 $ 96.73 $ 28.28 2012 1.0251 1.0089 1.0342 $ 119.00 $ 89.00 $ 30.00 2011 0.9746 1.0144 0.9886 $ 115.06 $ 78.94 $ 36.12 2010 1.0062 1.0220 1.0283 $ 116.38 $ 72.00 $ 44.38 2009 1.0429 1.0172 1.0608 $ 113.17 $ 78.64 $ 34.53 On November6, 1979, California votersapproved Proposition 4, an initiative that added Article XIIIBto the state Constitution. The provisionsof thisarticle place limitson the amount of revenue that can be appropriated by all entitiesof govemment. the AppropriationsUmit isbased on actual appropriationsduring the 1978-1979 fiscal year, asincreased each year using specified population and inflationary growth factors. CITY OF PALO ALTO City of Palo Alto (ID # 9298) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Adoption of a Resolution Proposing the Appropriations Limit for Fiscal Year 2019 Title: Adoption of a Resolution Determining the Proposed Calculation of the Appropriations Limit for Fiscal Year 2019 From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that Council adopt the attached Resolution determining the Proposition 4 (GANN) Appropriations Limit calculation for Fiscal Year 2019 (Attachment A). The City's Fiscal Year 2019 appropriations are estimated to be $50.87 million under the limit based on the Fiscal Year 2019 Budget; as recommended to the City Council for review and adoption on June 18, 2018. Background California voters approved an initiative on November 6, 1979 that added Article XIIIB to the State Constitution as amended with Proposition 98 in 1988 and Proposition 111 in 1990. The provisions of this article place limits on the amount of revenue that can be appropriated by all entities of government. The Appropriation Limit is based on actual appropriations during the 1978-1979 fiscal year, as increased each year using specified population and inflationary growth factors. The original legislation implementing the provisions of Article XIIIB became effective January 1, 1981. In accordance with that legislation, the governing body of each government jurisdiction must, by resolution, establish its annual Appropriation Limit for the coming year (prior to July 1) at a regularly scheduled meeting or noticed special meeting. Based on Article XIIIB, the City of Palo Alto can use the larger of two measurements of population growth, (county or city population growth) in the Appropriations Limit calculation. For Fiscal Year 2019, the City is using the population growth of Santa Clara County in the calculation. The City typically uses the highest factor in order to provide maximum appropriation flexibility. Discussion The Appropriations Limit is adjusted annually on the basis of population and per capita income changes. This updated information is received from the California Department of Finance in May, after the City's proposed budget has been submitted to Council. Attached is the final City of Palo Alto Page 1 Appropriations Limit calculation, based on the updated information as well as allowable appropriation limit adjustment factors such as voter -approved debt and capital outlay expenditures. The Appropriations Limit for Fiscal Year 2019 is $114.94 million for funds subject to the appropriation limits. The City's Fiscal Year 2019 budgeted appropriations are estimated to be $50.87 million under the limit. As required by state law, documentation used to compute the Appropriations Limit has been made available to the public at least fifteen days prior to the Council meeting at which the Appropriations Limit is being adopted, and notice was published of the availability of these materials. Resource Impact The adoption of the Fiscal Year 2019 Appropriations Limit has no impact on City resources. Policy Implications This recommendation is consistent with existing City policies. Environmental Review This is not a project under section 21065 of the California Environmental Quality Act. Attachments: • Attachment A: Appropriations Limit Resolution • Attachment A, Exhibit 1: FY 2019 Appropriations Limit Calculation City of Palo Alto Page 2 ATTACHMENT A RESOLUTION NO.XXXX RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO DETERMINING THE CALCULATION OF THE APPROPRIATIONS LIMIT FOR FISCAL YEAR 2019 WHEREAS, under Article XIIIB of the Constitution of the State of California, the City of Palo Alto (City) may not appropriate any proceeds of taxes in excess of its appropriations limit (Limit); and WHEREAS, since fiscal year 1991, the City is permitted to annually adjust its Limit in accordance with inflation and population adjustment factors; and WHEREAS, pursuant to Government Code Section 37200, the calculation of the Limit and the total appropriations subject to the limit were set forth in the annual budget of the City for Fiscal Year 2019, which was adopted by ordinance of the Council on June 18, 2018; and WHEREAS, pursuant to Government Code sections 7901 and 7910, the final calculation of the Limit has been determined, and the adjustment factors on which the calculation is based are a 3.67% percent change in California per capita income and a 0.99% percent change in the population growth for the County of Santa Clara; and WHEREAS, the documentation used in the determination of the Limit has been made available to the general public for fifteen (15) days prior to the date of adoption of this resolution; and WHEREAS, according to the final calculation, the City's net appropriations subject to limitation are approximately $114.94 million. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The Council of the City of Palo Alto hereby finds that, for Fiscal Year 2019, the final calculation of the Appropriations Limit of the City of Palo Alto has been determined in accordance with the adjustment factors referred to above, the documentation used in the determination of the calculation has been made available to the general public for the period of fifteen days as required by law, and the City's appropriations subject to limitation are under the Limit by approximately $50.87 million. SECTION 2. The Council hereby adopts the final calculation of the Appropriations Limit of the City for Fiscal Year 2019, a copy of which is attached hereto as Exhibit 1. SECTION 3. The Council finds that the adoption of this resolution does not constitute a 1 project under the California Environmental Quality Act, and, therefore, no environmental assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Senior Assistant City Attorney 2 City Manager Administrative Services Director Attachment A, Exhibit 1 APPROPRIAl1ONSLIMITAl1ON COMPLJANCECALCULAl1ON FORRSCALYEAR2019 ADOF IbU BUDGET ($ IN MILLIONS) Total Budgeted Appropriations General Fund Capital Special Pro ects Funds Revenue Funds Debt Service Fund Combined Funds FY2019Adopted Budget 11 210.70 $ 135.23 $ r 35.06 $ ' 4.59 $ 385.58 Less: Interfund Transfers $ (30.90) $ - $ (26.38) $ - $ (57.27) Allocated Charges $ (19.85) $ - $ - $ - $ (19.85) Non -Proceeds $ (49.05) $ (135.23) $ (9.24) $ - $ (193.52) Net Appropriations Subject to Limit $ 110.91 $ $ (0.56) $ 4.59 $ 114.94 CITY OF PALO ALTO FY2019 Per Capita Income Change (CA Department of Finance) 3.67% FactorA 1.0367 FY2019 Population Change (Santa Clara County) 0.99% FactorB 1.0099 Factor A x Factor B FY 2018 Adopted Appropriations Limit $ 158.37 1.0470 FY 2019 Adopted Appropriations Limit $ 165.81 Net AppropriationsSabject to Limit 114.94 Amount Under the Limit $ 50.87 the City of Palo Alto remainswell within itsappropriationslimit in FY2019. Future year limit trendscan be made based on the average change in regional population and income growth. lhe appropriationssubject to limitation includes proceeds oftaxesfrom the General Fund, Capital Projects Fund, and qpecial Revenue Funds. Fiscal Year Per Capita Income Population Factor Change Factor Total Adjustment Factor Appropriations Limit Appropriations Subject to Limit Amount Under the Limit 2018 1.0369 1.0082 1.0454 $ 158.37 $ 131.49 $ 26.88 2017 1.0537 1.0130 1.0674 $ 151.48 $ 109.51 $ 41.97 2016 1.0382 1.0113 1.0499 $ 141.92 $ 100.60 $ 41.31 2015 0.9977 1.0150 1.0127 $ 135.17 $ 82.93 $ 52.24 2014 1.0512 1.0157 1.0677 $ 133.48 $ 90.28 $ 43.20 2013 1.0377 1.0124 1.0506 $ 125.01 $ 96.73 $ 28.28 2012 1.0251 1.0089 1.0342 $ 119.00 $ 89.00 $ 30.00 2011 0.9746 1.0144 0.9886 $ 115.06 $ 78.94 $ 36.12 2010 1.0062 1.0220 1.0283 $ 116.38 $ 72.00 $ 44.38 2009 1.0429 1.0172 1.0608 $ 113.17 $ 78.64 $ 34.53 On November6, 1979, California votersapproved Proposition 4, an initiative that added Article XIIIBto the state Constitution. The provisionsof thisarticle place limitson the amount of revenue that can be appropriated by all entitiesof govemment. the AppropriationsUmit isbased on actual appropriationsduring the 1978-1979 fiscal year, asincreased each year using specified population and inflationary growth factors. CITY OF PALO ALTO City of Palo Alto (ID # 9301) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Award of Baylands Boardwalk Improvements Construction Project Title: Approval of a Construction Contract With Vortex Marine Construction, Inc. in the Amount of $1,097,281 for the Baylands Boardwalk Improvements Capital Improvement Project PE -14018 and Approve Budget Amendments in the Capital Improvement Fund and the Parkland Dedication 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 Vortex Marine Construction, Inc. (Attachment A) in an amount not to exceed $1,097,281 for the Baylands Boardwalk Improvements Project (Capital Improvement Program (CIP) Project PE - 14018); 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Vortex Marine Construction, Inc. for related additional but unforeseen work that may develop during the project, the total value of which shall not exceed $109,728. 3. Amend the Fiscal Year 2019 Budget Appropriation (contingent upon the adoption of the FY 2019 Proposed Budget) for: a. The Capital Improvement Fund by: i. Increasing the Baylands Boardwalk Improvements Project (PE - 14018) appropriation by $550,000; ii. Increasing the Transfer from the Parkland Dedication Fee Fund by $470,000; a n d iii. Decreasing the Salary and Benefits — Capital Improvement Fund CIP Project (AS -10000) by $80,000. City of Palo Alto Page 1 b. The Parkland Dedication Fee Fund by: i. Increasing the Transfer to the Capital Improvement Fund by $470,000; a n d ii. Decreasing the Ending Fund Balance by $470,000. Executive Summary The Baylands Boardwalk Improvements Project (project) will replace the existing boardwalk at the Lucy Evans Baylands Nature Interpretive Center (Interpretive Center) with a new accessible boardwalk of the same length and on the same alignment. In March 2016, a feasibility study recommended replacement of the boardwalk due to structural deficiencies and poor condition. On September 19, 2016, Council approved the feasibility study and a contract with Biggs Cardosa Associates to provide design services for the new boardwalk (Staff Report ID# 6669). An amendment to the design services contract will be brought for Council approval in August for construction support. The estimated cost of this contract amendment is included in the requested budget amendment. During design development, staff conducted extensive public outreach to receive input from the public and regulatory agencies. All required regulatory permits have been obtained and the project was advertised for bids in April 2018. Upon Council approval of the construction contract, construction is anticipated to begin in September 2018 and be completed by December 2018. This schedule is one year ahead of the schedule in the proposed FY 2019 capital budget due to the timely issuance of permits by the regulatory agencies. Background The existing boardwalk was constructed in 1969 and rehabilitated in 1980. The boardwalk was closed in 2014 for public access due to structural damage and safety concerns, except a 200 -foot segment of the boardwalk between the Interpretive Center and first overlook was opened to the public after minor structural repair. Upon Council approval of a design contract with Biggs Cardosa Associates to replace the existing boardwalk, staff and the design team presented the design in several public meetings to receive feedback including a community meeting, the Parks and Recreation Commission (PRC) meetings, and an Architectural Review Board (ARB) meeting. Additionally, the project team maintained regular communication with the regulatory agencies throughout the City of Palo Alto Page 2 design development to receive their input and to ensure timely approval of the regulatory permits. In November 2017, the Planning Director approved the project and adopted the Mitigated Negative Declaration (MND) prepared in accordance with the California Environmental Quality Act (CEQA). A Park Improvement Ordinance for the project was adopted by Council on April 16, 2018 (Staff Report#8582). Discussion The project includes demolition of the existing boardwalk, an approximately 850 -foot long by 4 -foot wide timber structure, and replacing it with a new, Americans with Disabilities Act (ADA) compliant boardwalk of the same length and on the same alignment as the existing boardwalk. The new boardwalk will be five feet wide, and to adapt to climate change, will be at the same deck elevation as the Interpretive Center. The new boardwalk structure will be constructed of various types of timber materials to match the existing structure style and character. With redwood railings and decking, and Alaskan Yellow Cedar piles/posts and supports, the new boardwalk is expected to have a lifespan of 50 to 75 years. There will be four intermediate overlooks and one observation platform at the far end of the proposed boardwalk. Benches with back and arm rests, bird -safe viewing glass panels, and sign rails to mount interpretive signage (under a separate future contract) will be provided at the intermediate overlooks and observation platform. Raptor perch deterrent rollers will be attached on top of the railings. Metal and timber elements will be painted or stained. Similar to the existing structure, the new boardwalk will have lockable gates to provide access at the interface of the existing Pacific Gas and Electric catwalk where it crosses the existing boardwalk, roughly at 400 feet from the Interpretive Center. The project required consultation with and permits from the following regulatory agencies prior to construction. Staff has obtained all required permits for the project. • United States Army Corps of Engineers (USACE) Section 404 Nationwide Permit • California Regional Water Quality Control Board (RWQCB) Section 401 Water Quality Certification City of Palo Alto Page 3 • San Francisco Bay Conservation and Development Commission (BCDC) permit • United States Fish and Wildlife Service (USFWS) endangered species consultation Following completion of the design and construction documents, the project was advertised for bids in April 2018. Bid Process and Analysis: On April 24, 2018, an Invitation for Bids (IFB) for the Project was posted on the City's eProcurement Planet Bids System. The bidding period was 35 calendar days. On May 22, 2018, bids were received from two qualified contractors as listed in the attached Bid Summary (Attachment B). The table below includes a brief summary of the bid process. Summary of Bid Process Bid Name/Number Baylands Boardwalk Improvements Project/ IFB #171910 Proposed Length of Project 170 calendar days Number of Bid Packages downloaded by Builder's Exchanges 9 Number of Bid Packages downloaded by Contractors 19 Total Days to Respond to Bid 35 calendar days Pre -Bid Meeting May 1, 2018 Number of Company Attendees at Pre -Bid Meeting 6 Number of Bids Received 2 Base Bid Price Range $1,097,281 - $1,887,858 Bid Alternates Price Range $347,910 - $566,212 The engineer's estimate for the project was $996,347 for the base bid and $441,223 for the bid alternates. The base bid prices from the bidders ranged from a high bid of $1,887,858 to a low bid of $1,097,281, representing 89% above to 10% above the engineer's estimate of $996,347. The additive bid alternates prices from the bidders ranged City of Palo Alto Page 4 from a high bid of $566,212 to a low bid of $347,910, representing 28% above to 21% below the engineer's estimate of $441,223. The additive bid items were for the use of stainless steel connectors, metal handrails, and Forest Stewardship Council (FSC) certification of the Alaskan Yellow Cedar timber. These items were suggested during the ARB and PRC review process. Staff is not recommending proceeding with any of the additive bid items due to their added cost, because the metal handrails were determined to interfere with required ADA clearances, and because Vortex Marine Construction, Inc. has described potential longer lead time for the FSC certified timber that could result in the project being delayed a full year due to the narrow construction window. Staff has reviewed all bids submitted and recommends the Base Bid totaling $1,097,281 submitted by Vortex Marine Construction, Inc. be accepted, and Vortex Marine Construction, Inc. be declared the lowest responsible bidder. The construction contingency amount of $109,728, which equals ten percent of the total contract, is requested for related, additional, but unforeseen work which may develop during the project. Staff checked references provided by the lowest responsible bidder, Vortex Marine Construction, Inc. for other similar projects completed by the bidder. The references described the bidder's work performance on similar projects as average. Staff also checked the contractor's license with the Contractor's State License Board and confirmed that Vortex Marine Construction, Inc. has an active and current license. Resource Impact Project Costs Prior Years Actuals FY 2019 Proposed Budget Recommended FY 2019 Adjustment FY2019 Modified Budget Updated Project Total Design $477,427 $477,427 Construction $1,000,000 $470,000 $1,470,000 $1,470,000 Salary & Benefits $301,810 $39,099 $80,000 $119,099 $420,909 Total $779,237 $1,039,099 $550,000 $1,589,099 $2,368,336 Staff requests Council amend the Fiscal Year 2019 Budget Appropriation for the City of Palo Alto Page 5 Capital Improvement Fund by increasing the Capital Improvement Program appropriation for the Baylands Boardwalk Improvements project (PE -14018) by $550,000, with a majority of this funding ($470,000) transferred from the Parkland Dedication Fee Fund to award the construction contract, add construction administration services funding, and pay for miscellaneous expenses such as testing, inspection, and printing services fees. The remaining $80,000 will be shifted from the Salary and Benefits — Capital Improvement Fund CIP Project (AS -10000) to fund additional staff costs related to PE -14018. These amendments are contingent upon the adoption of the FY2019 proposed capital budget. Although staff anticipated the need for a budget amendment based on the engineer's estimate for construction, the requested amendment is approximately $320,000 greater than expected, because of the higher than estimated bid and an additional amendment to the design services contract that will be brought for Council approval in August for construction support. The estimated cost of construction support is included in the requested budget amendment in this memorandum. Regulatory agency permits for the project are requiring the daily presence of a biologist during onsite work to avoid impacts to protected species, which has increased the cost of construction support. Staff is recommending using Parkland Dedication Fee Funding to cover the additional construction costs for the Baylands Boardwalk Improvements project; however, if this funding is prioritized for this project then it will not be available for other potential parks related capital needs. Other future projects that could be paid for with this funding, which are identified as priorities in the Parks, Trails, Natural Open Space and Recreation Master Plan, include: • Improvements to 10.5 acre site in Baylands • Improvements to 7.7 acre site in Foothills Park • Acquisition of new parkland As an alternative, the 2014 Council Infrastructure Plan includes the Byxbee Park Completion project (PE -18006) which has $2.4 million in Parkland Dedication Fee funding to cover the costs of the project in FY 2019. This project currently does not have a fully defined scope of work, so instead of reducing the Parkland Dedication Fee Fund balance, $470,000 in funding assigned to the Byxbee Park Completion project could be reprioritized to fund the Baylands Boardwalk City of Palo Alto Page 6 Improvements project. If this alternative funding approach were taken, additional funding could be needed for the Byxbee Park Completion project once the scope is fully defined. Timeline The onsite construction for the project is limited to five months from September 1 through January 31 due to the regulatory requirements to avoid the bird nesting season in the Baylands. Following Council approval of the contract, the contractor may begin preparatory work such as ordering long lead time materials and preparing submittals. Onsite construction is expected to begin in September 2018 and be completed by December 2018. Staff plans to return to Council in August 2018 to amend the design contract with Biggs Cardosa Associates to provide construction administration and biological monitoring and reporting services which are required to fulfill the regulatory requirements. Policy Implications The project is consistent with the Comprehensive Plan goals, policies, and programs. Goal N-1: Protect, conserve and enhance Palo Alto's citywide system of open space, including connected and accessible natural and urban habitats, ecosystems and natural resources, providing a source of public health, natural beauty and enjoyment for Palo Alto residents. Policy N1.1: Preserve, protect and enhance public and private open space and ecosystems of Palo Alto from the foothills to the baylands. Respect the role that natural and landscaped areas within the urbanized part of the city play in a resilient ecological continuum, as illustrated on Map N-1. Policy N1.2: Maintain a network of parks and urban forest from the urban center to the foothills and Baylands that provide ecological benefits and access to nature for all residents. City of Palo Alto Page 7 Policy N1.5: Preserve and protect the Bay, marshlands, salt ponds, sloughs, creeks, and other natural water or wetland areas as open space, functioning habitats, and elements of a larger, interconnected wildlife corridor, consistent with the Baylands Master Plan, as periodically amended, which is incorporated here by reference. Environmental Review Pursuant to CEQA, an Initial Study and Mitigated Negative Declaration (IS/MND) was prepared and circulated for public review from September 15, 2017, to October 16, 2017. The MND concluded that, with mitigation incorporated, the project will have no significant environmental impacts. The IS/MND was adopted by the Planning Director in November 2017 and may be viewed on the City website. Attachments: • Attachment A: Construction Contract • Attachment B: Bid Summary City of Palo Alto Page 8 Attachment A CITY OF PALO ALTO CONSTRUCTION CONTRACT Contract No. C19171910 City of Palo Alto Baylands Boardwalk Replacement Project Invitation for Bid (IFB) Package CONSTRUCTION CONTRACT 1 Rev. March 17, 2017 CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS 6 1.1 Recitals 6 1.2 Definitions 6 SECTION 2 THE PROJECT 6 SECTION 3 THE CONTRACT DOCUMENTS 7 3.1 List of Documents 7 3.2 Order of Precedence 7 SECTION 4 CONTRACTOR'S DUTY 8 4.1 Contractor's Duties 8 SECTION 5 PROJECT TEAM 8 5.1 Contractor's Co-operation 8 SECTION 6 TIME OF COMPLETION 8 6.1 Time Is of Essence 8 6.2 Commencement of Work 8 6.3 Contract Time 8 6.4 Liquidated Damages 8 6.4.1 Other Remedies 9 6.5 Adjustments to Contract Time 9 SECTION 7 COMPENSATION TO CONTRACTOR 9 7.1 Contract Sum 9 7.2 Full Compensation 9 SECTION 8 STANDARD OF CARE 9 8.1 Standard of Care 9 SECTION 9 INDEMNIFICATION 10 9.1 Hold Harmless 10 9.2 Survival 10 SECTION 10 NON-DISCRIMINATION 10 10.1 Municipal Code Requirement 10 SECTION 11 INSURANCE AND BONDS 10 Invitation for Bid (IFB) Package 2 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 3 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 4 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 5 Rev. March 17, 2017 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 25, 2018 ("Execution Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Vortex Marine Construction, Inc. ("Contractor"), is made with reference to the following: RECITALS: 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 649452 and Department of Industrial Relations Registration Number 1000005552. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 24, 2018, City issued an Invitation for Bids (IFB) to contractors for the Baylands Boardwalk Replacement ("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 Baylands Boardwalk Replacement Project, located at 2775 Embarcadero Road, Palo Alto, CA 94303 ("Project"). Invitation for Bid (IFB) Package 6 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 7 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 Seventy calendar days (170) 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 8 Rev. March 17, 2017 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City's right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City's Losses are caused by any reason other than Contractor's failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of One Million Ninety Seven Thousand Two Hundred Eighty One Dollars ($1,097,281.00). [This amount includes the Base Bid and Additive Alternates .1 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 9 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 10 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: (1) 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: Copy to: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Elizabeth Ames AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 11 Rev. March 17, 2017 CONSTRUCTION CONTRACT o 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: Vortex Marine Construction, Inc. 1 Martine Way Antioch, CA 94509 Attn: Blaise Fettig 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 12 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 13 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 14 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: (1) 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 15 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 16 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 17 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 18 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 19 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 20 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. N 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 n 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: Invitation for Bid (IFB) Package 21 Rev. March 17, 2017 CONSTRUCTION CONTRACT Project: Baylands Boardwalk Improvements Project (PE -14018) IFB Issue Date: April 24, 2018 Bid Opening Date: May 22, 2018 ATTACHMENT B Bid Summary Bid Item Approx. Quantity Unit Description Engineer's Estimate Vortex Marine Construction, Inc. R.E. Staite Engineering, Inc. Unit Price Total Item Price Unit Price Total Item Price Unit Price Total Item Price Base Bid 001 1 Lump Sum Project Management, Coordination and Closeout $ 15,000.00 $ 15,000.00 $ 40,000.00 $ 40,000.00 $ 411,570.00 $ 411,570.00 002 1 Lump Sum Temporary Construction and Controls $ 20,000.00 $ 20,000.00 $ 12,000.00 $ 12,000.00 $ 2,121.00 $ 2,121.00 003 1 Lump Sum Exclusion Fence $ 15,000.00 $ 15,000.00 $ 2,000.00 $ 2,000.00 $ 8,985.00 $ 8,985.00 004 185 Linear Feet Temporary Access Marsh Mat $ 66.00 $ 12,210.00 $ 125.00 $ 23,125.00 $ 195.00 $ 36,075.00 005 1 Lump Sum Mobilization and Demobilization $ 99,269.00 $ 99,269.00 $ 187,000.00 $ 187,000.00 $ 55,337.00 $ 55,337.00 006 1 Lump Sum Water Quality and Spill Prevention $ 15,000.00 $ 15,000.00 $ 5,000.00 $ 5,000.00 $ 4,628.00 $ 4,628.00 007 1 Lump Sum Demolition and Removal $ 55,000.00 $ 55,000.00 $ 109,000.00 $ 109,000.00 $ 267,061.00 $ 267,061.00 008 3,712 Linear Feet Furnish 4x4 piles/posts $ 15.40 $ 57,164.80 $ 3.50 $ 12,992.00 $ 6.50 $ 24,128.00 009 1,475 Linear Feet Furnish 4x6 piles/posts $ 22.00 $ 32,450.00 $ 6.50 $ 9,587.50 $ 12.00 $ 17,700.00 010 116 Each Install 4x4 piles/posts $ 242.00 $ 28,072.00 $ 900.00 $ 104,400.00 $ 1,273.00 $ 147,668.00 011 43 Each Install 4x6 piles/posts $ 385.00 $ 16,555.00 $ 980.00 $ 42,140.00 $ 1,029.00 $ 44,247.00 012 1,254 Linear Feet Furnish and install 3x12 Bent Cap $ 35.20 $ 44,140.80 $ 34.00 $ 42,636.00 $ 50.00 $ 62,700.00 013 2,829 Linear Feet Furnish and install 3x12 Joists $ 35.20 $ 99,580.80 $ 34.00 $ 96,186.00 $ 29.00 $ 82,041.00 014 10 Linear Feet Furnish and install 3x12 Ledger $ 35.20 $ 352.00 $ 34.00 $ 340.00 $ 90.00 $ 900.00 015 883 Linear Feet Furnish and install 3x10 Blocking $ 26.40 $ 23,311.20 $ 26.00 $ 22,958.00 $ 35.00 $ 30,905.00 016 1,340 Linear Feet Furnish and install 2x6 Bracing (Trans) $ 6.60 $ 8,844.00 $ 10.00 $ 13,400.00 $ 30.00 $ 40,200.00 017 1,248 Linear Feet Furnish and install 2x6 Bracing (Long) $ 6.60 $ 8,236.80 $ 10.00 $ 12,480.00 $ 20.00 $ 24,960.00 018 158 Linear Feet Furnish and install 2x12 Shim Plates $ 16.50 $ 2,607.00 $ 23.00 $ 3,634.00 $ 95.00 $ 15,010.00 019 2,146 Linear Feet Furnish and install 4x4 Railing Posts $ 11.00 $ 23,606.00 $ 14.00 $ 30,044.00 $ 15.25 $ 32,726.50 020 4,803 Square Feet Furnish and install 2x6 Decking $ 8.80 $ 42,266.40 $ 13.00 $ 62,439.00 $ 25.40 $ 121,996.20 021 1,782 Linear Feet Furnish and install 2x6 Rub Rail $ 6.60 $ 11,761.20 $ 9.00 $ 16,038.00 $ 10.00 $ 17,820.00 022 1,782 Linear Feet Furnish and install 2x6 Cap $ 6.60 $ 11,761.20 $ 9.00 $ 16,038.00 $ 15.00 $ 26,730.00 023 186 Linear Feet Furnish and install 2x8 Sign Railing $ 8.25 $ 1,534.50 $ 14.00 $ 2,604.00 $ 24.00 $ 4,464.00 024 1,782 Linear Feet Furnish and install Railing Panels $ 52.80 $ 94,089.60 $ 50.00 $ 89,100.00 $ 86.40 $ 153,964.80 025 2 Each Furnish and install Timber Gate and Hardware $ 440.00 $ 880.00 $ 1,200.00 $ 2,400.00 $ 1,263.00 $ 2,526.00 026 1,782 Linear Feet Furnish and install Raptor Deterrent Rollers $ 19.80 $ 35,283.60 $ 18.00 $ 32,076.00 $ 30.00 $ 53,460.00 027 4,262 Pound Furnish and install Miscellaneous Metal, Galvanized $ 8.80 $ 37,505.60 $ 8.00 $ 34,096.00 $ 5.00 $ 21,310.00 028 502 Each Wood Construction Connectors -Hangars $ 41.25 $ 20,707.50 $ 25.00 $ 12,550.00 $ 55.00 $ 27,610.00 029 309 Each Wood Construction Connectors - Holdowns $ 30.80 $ 9,517.20 $ 17.00 $ 5,253.00 $ 35.00 $ 10,815.00 030 2,520 Each Wood Construction Connectors - Framing Clips $ 0.77 $ 1,940.40 $ 0.70 $ 1,764.00 $ 9.60 $ 24,192.00 031 5 Each Furnish and install Glass Guardrail Panels $ 3,300.00 $ 16,500.00 $ 1,900.00 $ 9,500.00 $ 12,736.00 $ 63,680.00 032 1 Lump Sum Painting and Coating $ 88,000.00 $ 88,000.00 $ 23,000.00 $ 23,000.00 $ 23,250.00 $ 23,250.00 033 6 Each Furnish and install Timber Bench $ 2,200.00 $ 13,200.00 $ 1,500.00 $ 9,000.00 $ 971.00 $ 5,826.00 034 1 Lump Sum Survey Verification and Construction Staking $ 20,000.00 $ 20,000.00 $ 10,000.00 $ 10,000.00 $ 11,838.00 $ 11,838.00 035 1 Lump Sum Vegetation Removal $ 15,000.00 $ 15,000.00 $ 2,500.00 $ 2,500.00 $ 9,413.00 $ 9,413.00 Total Base Bid (Items 001 to 035) $ 996,346.60 $ 1,097,280.50 $ 1,887,857.50 Bid Alternates Alt 001 2,520 Each Stainless Steel Connectors - Framing Clips $ 3.25 $ 8,190.00 $ 2.50 $ 6,300.00 $ 28.40 $ 71,568.00 Alt 002 502 Each Stainless Steel Connectors - Hangars $ 90.00 $ 45,180.00 $ 70.00 $ 35,140.00 $ 87.65 $ 44,000.30 Alt 003 1,782 Linear Feet Metal Handrail $ 55.00 $ 98,010.00 $ 19.00 $ 33,858.00 $ 62.40 $ 111,196.80 Alt 004 3,712 Linear Feet Furnish 4x4 Post/Pile, FSC Certified Alaskan Yellow Cedar $ 16.00 $ 59,392.00 $ 8.00 $ 29,696.00 $ 7.25 $ 26,912.00 Alt 005 1,475 Linear Feet Furnish 4x6 Post/Pile, FSC Certified Alaskan Yellow Cedar $ 23.00 $ 33,925.00 $ 12.00 $ 17,700.00 $ 11.30 $ 16,667.50 Alt 006 1,254 Linear Feet Furnish and install 3x12 Bent Cap, FSC Certified Alaskan Yellow Cedar $ 37.00 $ 46,398.00 $ 40.00 $ 50,160.00 $ 57.15 $ 71,666.10 Alt 007 2,829 Linear Feet Furnish and install 3x12 Joist, FSC Certified Alaskan Yellow Cedar $ 37.00 $ 104,673.00 $ 40.00 $ 113,160.00 $ 30.40 $ 86,001.60 Alt 008 10 Linear Feet Furnish and install 3x12 Ledger, FSC Certified Alaskan Yellow Cedar $ 37.00 $ 370.00 $ 40.00 $ 400.00 $ 88.70 $ 887.00 Alt 009 883 Linear Feet Furnish and install 3x10 Blocking, FSC Certified Alaskan Yellow Cedar $ 27.50 $ 24,282.50 $ 30.00 $ 26,490.00 $ 56.70 $ 50,066.10 Alt 010 1,340 Linear Feet Furnish and install 2x6 Bracing (Trans), FSC Certified Alaskan Yellow Cedar $ 7.00 $ 9,380.00 $ 12.00 $ 16,080.00 $ 26.70 $ 35,778.00 Alt 011 1,248 Linear Feet Furnish and install 2x6 Bracing (Long), FSC Certified Alaskan Yellow Cedar $ 7.00 $ 8,736.00 $ 12.00 $ 14,976.00 $ 21.20 $ 26,457.60 Alt 012 158 Linear Feet Furnish and install 2x12 Shim Plates, FSC Certified Alaskan Yellow Cedar $ 17.00 $ 2,686.00 $ 25.00 $ 3,950.00 $ 158.30 $ 25,011.40 Total Bid Alternate (items 001 to Alt 012) $ 441,222.50 $ 347,910.00 $ 566,212.40 CITY OF PALO ALTO City of Palo Alto (ID # 9320) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Adoption of New MOA for Palo Alto Peace Officers' Association Title: Adoption of a Memorandum Of Agreement and Salary Schedule Between the City Of Palo Alto and The Palo Alto Peace Officers' Association Effective From July 1, 2018 To June 30, 2021 From: City Manager Lead Department: Human Resources Recommendation Staff recommends that Council adopt a Memorandum of Agreement (MOA) between the City of Palo Alto and the Palo Alto Peace Officers' Association (PAPOA) effective July 1, 2018 through June 30, 2021. Background As a local public agency, the City of Palo Alto is required under California State law to meet and confer in good faith with its recognized labor organizations to reach agreements regarding wages, hours and other terms and conditions of employment'. The teams of negotiators, including City representatives comprised of outside counsel, Human Resources staff and management representatives, met with labor representatives in good faith and successfully reached a tentative agreement. A summary of the agreement terms is included in this memo and the proposed Memoranda of Agreement are attached as exhibits. 1 The Meyers-Milias Brown Act (MMBA), adopted in 1968 as Government Code 3500, establishes the legal framework under which the public agency and labor organizations are required to meet and confer in good faith. As defined in the MMBA, the Memoranda of Agreement is a legally binding contract between the parties. City of Palo Alto Page 1 Analysis PAPOA consists of 83 authorized full-time positions, including the City's Police Officers, Police Agents and Police Sergeants. At present, the Palo Alto Police Department (Department) has experienced an unusually high number of vacancies and voluntary departures. Approximately 14 position vacancies, or nearly 17 percent of this unit, is causing a dependency on overtime and a freeze on certain specialty assignments and programs to ensure adequate coverage of essential services. Increasingly, the City of Palo Alto's neighboring jurisdictions police departments are aggressively recruiting experienced officers by offering higher pay, benefits and attractive assignments. In a typical year, the City has seen one to two officers leave Palo Alto for another police department. Alarmingly, in a recent 24 -month period, Palo Alto lost eleven officers to other departments, including five officers who left for the neighboring city of Santa Clara when Santa Clara increased the size of its department. The impact of each loss is $200k in turnover costs, 12 to 18 months to train a new officer and an immeasurable loss of experience and institutional knowledge. Compounding these challenges, there is an industry -wide wave of retirements of baby -boomers who are exiting their police careers. Unfortunately, this retirement wave coincides with a regional and national shortage of police applicants. The applicant shortage is particularly acute in the Bay Area, where the current unemployment rate is 2.1%. Reflecting this environment of recruitment difficulties, the City conducted ten separate recruitment efforts over the past year and yielded only two new hires. This level of effort in recruiting activity is not only costly but unsustainable. In the past year, the department initiated a $25,000 hiring bonus (one of the highest in the state), but the bonus has not been successful in attracting more hires to Palo Alto. It is within this challenging context that the City and PAPOA began meeting to bargain a new agreement. In the prior negotiations, the City and PAPOA bargained but did not reach agreement for almost two years. It is presumed that the lack of a timely agreement and lapse in the contract contributed to the labor unrest and poor morale that negatively affected the department. For the new contract, the newly -hired Police Chief, along with the City's negotiators and the union representatives, recognized a shared interest to stabilize the Department and address the recruitment and retention issues. With this in mind, the bargaining teams participated in creative brainstorming and met through marathon sessions to reach a timely agreement that would meet the interests of the parties. With the Council's support and direction, the bargaining teams reached a tentative agreement within two months, which if approved, will result in no lapse in contract coverage. City of Palo Alto Page 2 The terms of the tentative agreement include: • A three-year term, designed to bring stability to the department. • An immediate 5% across-the-board increase for all positions; and • A new top step (Step 6) to the salary range for Police Officer. The new terms of this tentative agreement are intended to allow Palo Alto to be more successful in retaining current officers and to compete more favorably for recruits in the challenging market. To offset the added costs in the contract: • The seniority program was restructured, resulting in cost -savings to the City. • Medical premium contributions by the City are held flat in years 2 and 3. • Employees will pick up an extra half -percent of the employer share of pension. • The Police Chief will use salary savings from vacant positions (approximately $1.2M in year 1 and $400k in year 2) to offset the higher salaries and benefits. The Police Chief also expressed a commitment to collaborate with the PAPOA to explore further cost -savings and efficiencies to offset costs in the outlying years. Resource Impact The total cost over the three year term of the contract is anticipated to be approximately $6.7 million in the General Fund. The FY 2019 Budget (currently agendized for City Council consideration and adoption on June 18, 2018) and the FY 2019-2028 General Fund Long Range Financial Report model a 2.0% annual general wage increase as well as 4.0% increase in annual medical costs. Once adjusting for these costs already presumed in the financial modeling, it is anticipated this contract will result in additional costs of approximately $1.3 million in the General Fund in FY 2019 and $2.2 million over the term of the contract. In coordination with the Department, it is anticipated that it will take time to reduce the current 17 percent vacancy rate in this unit. Therefore it is anticipated that the financial implications of this contract will be phased. In FY 2019, no budget amendment is recommended to appropriate additional funding for the PAPOA Costing Impacts $1.3 million increased $31,000 expenses. The department $30,000 anticipates having sufficient 529,000 $28,000 vacancy savings to fund the 527,000 initial costs related to this 526,000 $25,000 S24,000 City of Palo Alto $23,000 S22,000 $21,000 1 3 FY 2018 FY 2019 FY 2020 FY 2021 • Proposed Budget/LRFF • Contract Recommended agreement. In FY 2020 and FY 2021, impacts ranging from $1.3 million to $2.2 million annually are anticipated to be seen in the General Fund. This would result in a gap in the General Fund Long Range Financial Forecast between anticipated revenues and expenses that would need to be addressed as part of the annual budget process. Policy Implications This contract is consistent with the City's Guiding Labor Principles adopted by Council on April 9, 2012. Environmental Review Approval of a contract with PAPOA affecting the wages, hours and working conditions of City employees is not a project under the California Environmental Quality Act (CEQA). • Summary of Terms • Redline PAPOA MOA 2018-2021 (PDF) • Clean PAPOA MOA 2018-2021 (PDF) • Appendix A-1 to PAPOA MOA 2018-2021 Salary Schedule Final (PDF) Attachments: • PAPOA Salary schedule 18-21 • POA Summary Sheet • PAPOA MOA - RLS v.4 • PAPOA MOA 18-21 Clean and Final City of Palo Alto Page 4 PAPOA Salary Schedule JobCode FLSA Job Title Salary Effective 12/31/2017 Salary Effective PP following 7/1/2018 Salary Effective PP following 7/1/2019 Salary Effective PP following 7/1/2020 Step Rate Step Rate Step Rate Step Rate 611 Non-exempt Police Agent 1 $ 48.43 1 $ 50.73 1 $ 52.49 1 $ 54.06 611 2 $ 50.98 2 $ 53.40 2 $ 55.25 2 $ 56.91 611 3 $ 53.66 3 $ 56.21 3 $ 58.16 3 $ 59.91 611 4 $ 56.48 4 $ 59.17 4 $ 61.22 4 $ 63.06 611 5 $ 59.45 5 $ 62.28 5 $ 64.44 5 $ 66.38 611 6 $ 62.58 6 $ 65.56 6 $ 67.83 6 $ 69.87 612 Non-exempt Police Agent/Inter 1 $ 50.92 1 $ 53.34 1 $ 55.18 1 $ 56.85 612 2 $ 53.60 2 $ 56.15 2 $ 58.08 2 $ 59.84 612 3 $ 56.42 3 $ 59.11 3 $ 61.14 3 $ 62.99 612 4 $ 59.39 4 $ 62.22 4 $ 64.36 4 $ 66.30 612 5 $ 62.52 5 $ 65.49 5 $ 67.75 5 $ 69.79 612 6 $ 65.81 6 $ 68.94 6 $ 71.32 6 $ 73.46 613 Non-exempt Police Agent/Adv 1 $ 52.01 1 $ 54.48 1 $ 56.36 1 $ 58.05 613 2 $ 54.75 2 $ 57.35 2 $ 59.33 2 $ 61.11 613 3 $ 57.63 3 $ 60.37 3 $ 62.45 3 $ 64.33 613 4 $ 60.66 4 $ 63.55 4 $ 65.74 4 $ 67.72 613 5 $ 63.85 5 $ 66.89 5 $ 69.20 5 $ 71.28 613 6 $ 67.21 6 $ 70.41 6 $ 72.84 6 $ 75.03 614 Non-exempt Police Agent -Bilingual 1 $ 50.84 1 $ 53.28 1 $ 55.13 1 $ 56.77 614 2 $ 53.52 2 $ 56.08 2 $ 58.03 2 $ 59.76 614 3 $ 56.34 3 $ 59.03 3 $ 61.08 3 $ 62.91 614 4 $ 59.31 4 $ 62.14 4 $ 64.29 4 $ 66.22 614 5 $ 62.43 5 $ 65.41 5 $ 67.67 5 $ 69.70 614 6 $ 65.72 6 $ 68.85 6 $ 71.23 6 $ 73.37 615 Non-exempt Police Agent/Inter-Bilingual 1 $ 53.49 1 $ 56.04 1 $ 57.97 1 $ 59.71 615 2 $ 56.31 2 $ 58.99 2 $ 61.02 2 $ 62.85 615 3 $ 59.27 3 $ 62.09 3 $ 64.23 3 $ 66.16 615 4 $ 62.39 4 $ 65.36 4 $ 67.61 4 $ 69.64 615 5 $ 65.67 5 $ 68.80 5 $ 71.17 5 $ 73.31 615 6 $ 69.13 6 $ 72.42 6 $ 74.92 6 $ 77.17 PAPOA Salary Schedule JobCode FLSA Job Title Salary Effective 12/31/2017 Salary Effective PP following 7/1/2018 Salary Effective PP following 7/1/2019 Salary Effective PP following 7/1/2020 Step Rate Step Rate Step Rate Step Rate 616 Non-exempt Police Agent/Adv-Bilingual 1 $ 54.63 1 $ 57.23 1 $ 59.21 1 $ 60.99 616 2 $ 57.50 2 $ 60.24 2 $ 62.33 2 $ 64.20 616 3 $ 60.53 3 $ 63.41 3 $ 65.61 3 $ 67.58 616 4 $ 63.72 4 $ 66.75 4 $ 69.06 4 $ 71.14 616 5 $ 67.07 5 $ 70.26 5 $ 72.69 5 $ 74.88 616 6 $ 70.60 6 $ 73.96 6 $ 76.52 6 $ 78.82 617 Non-exempt Police Trainee -Bilingual 1 $ 46.98 1 $ 51.81 1 $ 53.60 1 $ 55.21 617 2 $ 46.98 2 $ 51.81 2 $ 53.60 2 $ 55.21 617 3 $ 46.98 3 $ 51.81 3 $ 53.60 3 $ 55.21 617 4 $ 46.98 4 $ 51.81 4 $ 53.60 4 $ 55.21 617 5 $ 46.98 5 $ 51.81 5 $ 53.60 5 $ 55.21 617 6 $ 46.98 6 $ 51.81 6 $ 53.60 6 $ 55.21 618 Non-exempt Police Officer -Bilingual 1 $ 47.13 1 $ 49.37 1 $ 51.08 1 $ 52.62 618 2 $ 49.61 2 $ 51.97 2 $ 53.77 2 $ 55.39 618 3 $ 52.22 3 $ 54.71 3 $ 56.60 3 $ 58.31 618 4 $ 54.97 4 $ 57.59 4 $ 59.58 4 $ 61.38 618 5 $ 57.86 5 $ 60.62 5 $ 62.72 5 $ 64.61 618 6 $ 60.91 6 $ 63.81 6 $ 66.02 6 $ 68.01 619 Non-exempt Police Officer -Inter -Bilingual 1 $ 49.48 1 $ 51.84 1 $ 53.63 1 $ 55.24 619 2 $ 52.08 2 $ 54.57 2 $ 56.45 2 $ 58.15 619 3 $ 54.82 3 $ 57.44 3 $ 59.42 3 $ 61.21 619 4 $ 57.71 4 $ 60.46 4 $ 62.55 4 $ 64.43 619 5 $ 60.75 5 $ 63.64 5 $ 65.84 5 $ 67.82 619 6 $ 63.95 6 $ 66.99 6 $ 69.31 6 $ 71.39 620 Non-exempt Police Trainee 1 $ 44.77 1 $ 49.37 1 $ 51.08 1 $ 52.62 620 2 $ 44.77 2 $ 49.37 2 $ 51.08 2 $ 52.62 620 3 $ 44.77 3 $ 49.37 3 $ 51.08 3 $ 52.62 620 4 $ 44.77 4 $ 49.37 4 $ 51.08 4 $ 52.62 620 5 $ 44.77 5 $ 49.37 5 $ 51.08 5 $ 52.62 620 6 $ 44.77 6 $ 49.37 6 $ 51.08 6 $ 52.62 PAPOA Salary Schedule JobCode FLSA Job Title Salary Effective 12/31/2017 Salary Effective PP following 7/1/2018 Salary Effective PP following 7/1/2019 Salary Effective PP following 7/1/2020 Step Rate Step Rate Step Rate Step Rate 621 Non-exempt Police Officer 1 $ 44.89 1 $ 47.03 1 $ 48.65 1 $ 50.11 621 2 $ 47.25 2 $ 49.50 2 $ 51.21 2 $ 52.75 621 3 $ 49.74 3 $ 52.11 3 $ 53.91 3 $ 55.53 621 4 $ 52.36 4 $ 54.85 4 $ 56.75 4 $ 58.45 621 5 $ 55.12 5 $ 57.74 5 $ 59.74 5 $ 61.53 621 6 $ 58.02 6 $ 60.78 6 $ 62.88 6 $ 64.77 622 Non-exempt Police Officer -Inter 1 $ 47.13 1 $ 49.37 1 $ 51.08 1 $ 52.62 622 2 $ 49.61 2 $ 51.97 2 $ 53.77 2 $ 55.39 622 3 $ 52.22 3 $ 54.71 3 $ 56.60 3 $ 58.31 622 4 $ 54.97 4 $ 57.59 4 $ 59.58 4 $ 61.38 622 5 $ 57.86 5 $ 60.62 5 $ 62.72 5 $ 64.61 622 6 $ 60.91 6 $ 63.81 6 $ 66.02 6 $ 68.01 623 Non-exempt Police Officer-Adv 1 $ 48.15 1 $ 50.45 1 $ 52.19 1 $ 53.76 623 2 $ 50.68 2 $ 53.10 2 $ 54.94 2 $ 56.59 623 3 $ 53.35 3 $ 55.89 3 $ 57.83 3 $ 59.57 623 4 $ 56.16 4 $ 58.83 4 $ 60.87 4 $ 62.70 623 5 $ 59.12 5 $ 61.93 5 $ 64.07 5 $ 66.00 623 6 $ 62.23 6 $ 65.19 6 $ 67.44 6 $ 69.47 624 Non-exempt Police Officer-Adv-Bilingual 1 $ 50.58 1 $ 52.98 1 $ 54.82 1 $ 56.46 624 2 $ 53.24 2 $ 55.77 2 $ 57.70 2 $ 59.43 624 3 $ 56.04 3 $ 58.71 3 $ 60.74 3 $ 62.56 624 4 $ 58.99 4 $ 61.80 4 $ 63.94 4 $ 65.85 624 5 $ 62.09 5 $ 65.05 5 $ 67.30 5 $ 69.32 624 6 $ 65.36 6 $ 68.47 6 $ 70.84 6 $ 72.97 625 Non-exempt Police Off Training -Bilingual 1 $ 47.13 1 $ 49.37 1 $ 51.08 1 $ 52.62 625 2 $ 49.61 2 $ 51.97 2 $ 53.77 2 $ 55.39 625 3 $ 52.22 3 $ 54.71 3 $ 56.60 3 $ 58.31 625 4 $ 54.97 4 $ 57.59 4 $ 59.58 4 $ 61.38 625 5 $ 57.86 5 $ 60.62 5 $ 62.72 5 $ 64.61 625 6 $ 60.91 6 $ 63.81 6 $ 66.02 6 $ 68.01 PAPOA Salary Schedule JobCode FLSA Job Title Salary Effective 12/31/2017 Salary Effective PP following 7/1/2018 Salary Effective PP following 7/1/2019 Salary Effective PP following 7/1/2020 Step Rate Step Rate Step Rate Step Rate 626 Non-exempt Police Sergeant -Bilingual 1 $ 57.06 1 $ 59.77 1 $ 61.83 1 $ 63.70 626 2 $ 60.06 2 $ 62.92 2 $ 65.08 2 $ 67.05 626 3 $ 63.22 3 $ 66.23 3 $ 68.51 3 $ 70.58 626 4 $ 66.55 4 $ 69.72 4 $ 72.12 4 $ 74.29 626 5 $ 70.05 5 $ 73.39 5 $ 75.92 5 $ 78.20 626 6 $ 73.74 6 $ 77.25 6 $ 79.92 6 $ 82.32 627 Non-exempt Police Off Training 1 $ 44.89 1 $ 47.03 1 $ 48.65 1 $ 50.11 627 2 $ 47.25 2 $ 49.50 2 $ 51.21 2 $ 52.75 627 3 $ 49.74 3 $ 52.11 3 $ 53.91 3 $ 55.53 627 4 $ 52.36 4 $ 54.85 4 $ 56.75 4 $ 58.45 627 5 $ 55.12 5 $ 57.74 5 $ 59.74 5 $ 61.53 627 6 $ 58.02 6 $ 60.78 6 $ 62.88 6 $ 64.77 628 Non-exempt Police Sgt/Inter-Bilingual 1 $ 60.03 1 $ 62.89 1 $ 65.08 1 $ 67.02 628 2 $ 63.19 2 $ 66.20 2 $ 68.50 2 $ 70.55 628 3 $ 66.52 3 $ 69.68 3 $ 72.10 3 $ 74.26 628 4 $ 70.02 4 $ 73.35 4 $ 75.89 4 $ 78.17 628 5 $ 73.70 5 $ 77.21 5 $ 79.88 5 $ 82.28 628 6 $ 77.58 6 $ 81.27 6 $ 84.08 6 $ 86.61 629 Non-exempt Police Sgt/Adv-Bilingual 1 $ 61.39 1 $ 64.31 1 $ 66.53 1 $ 68.51 629 2 $ 64.62 2 $ 67.69 2 $ 70.03 2 $ 72.12 629 3 $ 68.02 3 $ 71.25 3 $ 73.72 3 $ 75.92 629 4 $ 71.60 4 $ 75.00 4 $ 77.60 4 $ 79.92 629 5 $ 75.37 5 $ 78.95 5 $ 81.68 5 $ 84.13 629 6 $ 79.34 6 $ 83.11 6 $ 85.98 6 $ 88.56 631 Non-exempt Police Sergeant 1 $ 54.33 1 $ 56.91 1 $ 58.89 1 $ 60.65 631 2 $ 57.19 2 $ 59.91 2 $ 61.99 2 $ 63.84 631 3 $ 60.20 3 $ 63.06 3 $ 65.25 3 $ 67.20 631 4 $ 63.37 4 $ 66.38 4 $ 68.68 4 $ 70.74 631 5 $ 66.70 5 $ 69.87 5 $ 72.29 5 $ 74.46 631 6 $ 70.21 6 $ 73.55 6 $ 76.09 6 $ 78.38 PAPOA Salary Schedule JobCode FLSA Job Title Salary Effective 12/31/2017 Salary Effective PP following 7/1/2018 Salary Effective PP following 7/1/2019 Salary Effective PP following 7/1/2020 Step Rate Step Rate Step Rate Step Rate 632 Non-exempt Police Sgt/Inter 1 $ 57.21 1 $ 59.94 1 $ 62.01 1 $ 63.88 632 2 $ 60.22 2 $ 63.09 2 $ 65.27 2 $ 67.24 632 3 $ 63.39 3 $ 66.41 3 $ 68.70 3 $ 70.78 632 4 $ 66.73 4 $ 69.91 4 $ 72.32 4 $ 74.50 632 5 $ 70.24 5 $ 73.59 5 $ 76.13 5 $ 78.42 632 6 $ 73.94 6 $ 77.46 6 $ 80.14 6 $ 82.55 633 Non-exempt Police Sgt/Adv 1 $ 58.48 1 $ 61.28 1 $ 63.38 1 $ 65.28 633 2 $ 61.56 2 $ 64.50 2 $ 66.72 2 $ 68.72 633 3 $ 64.80 3 $ 67.89 3 $ 70.23 3 $ 72.34 633 4 $ 68.21 4 $ 71.46 4 $ 73.93 4 $ 76.15 633 5 $ 71.80 5 $ 75.22 5 $ 77.82 5 $ 80.16 633 6 $ 75.58 6 $ 79.18 6 $ 81.92 6 $ 84.38 Palo Alto Police Officers' Association (PAPOA) Summary of Terms Tentative Agreement Reached May 22, 2018 This summary of terms is not inclusive of all changes proposed in the attached memorandum of agreement but a high level overview. Other sections and items were amended as cleanup or to conform to updated legal definitions. Summary of Terms MOU Section Conceptual agreement Section 6. Probationary period Probation may be extended due to leaves (approved or otherwise) Section 7. Salary Provision* Year 1 —July 1, 2018 3.0% Base wage 1.75% Equity New Step 6 Year 2 —July 1, 2019 3.0% Base wage 0.45% Equity Year 3 —July 1, 200 3.0% Base Wage Section 11. Retention/Career incentive Old Longevity 3% @5 years of service 6% @10 years of service New Longevity 3% @10 years of service 6% @15 years of service Section 14. Health plans Year 1- Jan 1, 2019 Single- $840 Plus 1- $1680 Family- $2180 Add FSA no other changes or deletions Year 2- Jan 1, 2020 No Increase Year 3- Jan 1, 2021 No Increase Section 18. Retirement Benefits Effective the first full pay period following July 1, 2019, all unit members shall contribute an additional 0.5% to the Employer Pension rate for a total of 3.5% contribution to Employer pension rate. (Total Employee contribution will be 12.5% for Classic; 50% of Normal Rate plus 3.5% for PEPRA.) Section 18. Retirement Benefits New Section (f) 457 deferred compensation plan. (Renumbering will be needed) Effective the First full pay period following July 1, 2019, all unit members who are classified as "New Members" by PERS, "group c" referenced above, will receive $50 per month contributed into their 457 plan. Eligible employees must have an active 457 to receive contributions. MOU Section Conceptual agreement Section 22. Work Schedule (a) (11) Upon written request of either party, Section 22(a) of this MOU will reopen and the parties will meet to confer on the issue of the patrol work schedule. Any changes will be by mutual agreement of the City and the Association. Section 31. Sick Leave; Upon written request of either party, the parties agree to meet to confer over the issue of sick leave incentive, including but not limited to: (1) sick leave payout for employees hired after August 1, 1986 and (2) converting to a paid time off policy in lieu of both vacation and sick leave. Any changes will be by mutual agreement of the City and the Association. Section 38. Grievance Procedure Limited to Department specific rules, regulations, policies, and procedures and this memorandum of agreement Section 48. Duration 3 years, expiring June 30, 2021 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 This proposed tentative agreement is an attempt to reach an overall settlement on the terms of a memorandum of agreement between the City of Palo Alto and PAPOA. In the event either party rejects this overall tentative agreement, each party reserves the right to modify, amend and/or add proposals. CITY OF PALO ALTO Palo Alto Peace Officers' Association Memorandum of Agreement Julv 1.20184 -June 20214-8 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 TABLE OF CONTENTS PREAMBLE 1 Section 1. Recognition 1 Section 2. No Discrimination 1 Section 3. Association Security 2 Section 4. Payroll Deduction 2 Section 5. No Strikes 2 Section 6. Probationary Period 3 Section 7. Salary Provisions 4 Section 8. Night Shift Differential 9 Section 9. Paid Holidays 10 Section 10. Working Out of Class Pay 11 Section 11. Retention/Career Incentive Program (Special Compensation) 11 Section 12. Dependent Care Assistance Program 12 Section 13. Court Pay 13 Section 14. Health Plans 13 Section 15. Dental Benefits 17 ii DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 16. Life Insurance Benefits 17 Section 17. Effective date of Coverage for New Employees 17 Section 18. Retirement Benefits 17 Section 19. Retirement Medical Plan 20 Section 20. Psychological Counseling Program 21 Section 21. Uniforms 22 Section 22. Work Schedule 22 Section 23. Overtime Pay and Compensatory Time Off 36 Section 24. Overtime Sign -Up 36 Section 25. Jury Duty 38 Section 26. Vacation Accrual 38 Section 27. Use of Vacation 39 Section 28. Vacation Pay at Termination 40 Section 29. Vacation Benefits for Deceased Employees 41 Section 30. Effect of Extended Military Leave 41 Section 31. Sick Leave 41 Section 32. Leaves of Absence Without Pay 44 Section 33. Leave of Absence With Pay 45 Section 34. Reduction in Force 46 Section 35. Agents 46 Section 36. Commute Incentives and Parking in Civic Center Garage 46 iii DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 37. Disciplinary Action and Unsatisfactory Work or Conduct 47 Section 38. Grievance Procedure 49 Section 39. Bulletin Boards and Telephones 53 Section 40. Access to Association Representatives 53 Section 41. Meeting Places 53 Section 42. Voluntary Leave Program: 53 Section 43. Utilization of Reserves for Field Services Division Events 55 Section 44. Overtime Meals for Investigative Services Division 56 Section 45. Hiring Incentives 56 Section 46. Full Understanding 57 Section 47. Printed Agreement 58 Section 48. Duration 58 iv DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 MEMORANDUM OF AGREEMENT CITY OF PALO ALTO and PALO ALTO PEACE OFFICERS' ASSOCIATION July 1, 20184 - June 30, 202148 PREAMBLE This Memorandum of Agreement is pursuant to and subject to Sections 3500-3510 of the Government Code of the State of California, the Charter of the City of Palo Alto, and the City of Palo Alto Merit System Rules and Regulations. (This Memorandum of Agreement made and entered into at Palo Alto, California, by and between the City of Palo Alto, a municipal corporation (hereinafter referred to as "City") and the Palo Alto Peace Officers' Association, Incorporated, a California corporation (hereinafter referred to as "Association"), is intended to define agreements reached during the meet and confer process concerning wages, hours, working conditions, and other terms and conditions of employment for the represented group of employees. Section 1. Recognition The City recognizes the Association as the exclusive representative of an employee group consisting solely of Police Officer Trainees, Police Officers, Police Agents, and Police Sergeants who are regularly employed by the City and others who might be amended into the representation unit from time to time under existing law and the Merit System Rules and Regulations. Section 2. No Discrimination (a) The Association and the City hereby agree that there shall be no discrimination because of race, color, age, h-andicapdisability, sex, sexual orientation, national origin, political or religious affiliation, or any other protected classification as provided by applicable local, state or federal law . under this Agreement. There shall be no discrimination in employment conditions or treatment of employees on the basis of membership or non -membership in the Association, or participation in the lawful activities of the Association. (b) The Association and the City hereby agree to protect the rights of all employees to exercise their free choice to join the Association and to abide by the express provisions of applicable State and local laws. DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 3. Association Security (a) When a person is hired in any of the covered job classifications, the City shall notify that person that the Association is the recognized bargaining representative for the employee in said Unit and give the employee a current copy of the Memorandum of Agreement. (b) If there is no disruption of work, members of the Association Board of Directors may use a reasonable amount of on -duty time without loss of pay to attend to Association business specifically related to representation of employees. Such release time must be cleared in advance by the appropriate division manager who is a member of management. For purposes of this section, representation shall include: (i) (ii) Meetings with represented employees or management related to a grievance or disciplinary action, including investigation and preparation time. A meeting with management related to benefits, working conditions or other terms and conditions of employment. Section 4. Payroll Deduction The City shall deduct Association membership dues and any other mutually agreed upon payroll deduction from the bi-weekly pay of member employees. The dues deduction must be authorized in writing by the employee on an authorization card acceptable to the City and the Association. The City shall remit the deducted dues to the Association as soon as possible after deduction. Section 5. No Strikes The Association, its representatives, or members, shall not engage in or cause, instigate, encourage, sanction, or condone a strike, withholding of services, concerted abuse of leave of absence provisions, work stoppage or work slowdown of any kind. No employee shall refuse to cross any picket line in the conduct of Police Department business, nor shall the Association, its representatives, or members discriminate in any way toward anyone who refuses to participate in a strike, or any of the job actions cited above. DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 6. Probationary Period (a) The probationary period for new employees entering the classifications of Police Academy Trainee or Police Officer shall end 12 months following the successful completion of Police Academy training. The probationary period for lateral entry positions, where Police Academy training is waived, shall be 12 months. In the event a probationary employee is absent for a period exceeding one -hundred and twenty (120) hours during the probationary period, probation will be extended by an equivalent number of duty hours. (b) The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a new employee to the position and for rejecting any probationary employee who in the opinion of management is not suitable to attain permanent status. (c) During the probationary period a new employee may be terminated at any time by the appointing authority without cause. The existence of cause for termination shall not be arbitrable. Probationary employees shall not be terminated for reasons that violate Section 2. No Discrimination, of this Agreement, or for reasons that are unconstitutional or unlawful. (d) Probationary Period for New Supervisors (1) The probationary period for newly promoted Agents and Sergeants shall end 12 months from the effective date of the promotion, excluding time off due to any unscheduled absence or leave. (2) The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a newly promoted employee to the position and for rejecting any newly promoted probationary employee who in the opinion of management is not suitable to attain permanent status in the newly promoted rank. {3) During the promotional probationary period the newly promoted employee shall successfully complete 80 hours of in house transition training p ors font t� i iid nes contained in the S peryisor fi -crr-r� zrrcr i-rcv cvrr i-rca--rrr vu�cr-v-r�vrTr Training Program Manual. DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (4)(3) During the 12 month promotional probationary period the newly promoted employee shall be evaluated by his/her direct supervisor on a quarterly basis. {5)(4) Any on -going and/or significant perceived deficiencies in the probationary employee's work performance or supervisory aptitude shall be promptly communicated to the employee. When appropriate, the employee shall be provided with additional training and given opportunities to demonstrate their performance in response to the training. Such perceived deficiencies, any related training, and performance improvement or lack of response to training shall be documented by the employee's supervisor and recorded in the employee's quarterly evaluation for the quarter(s) in which the matter was addressed. {6)(5) During the promotional probationary period, a newly promoted employee may be demoted to their previous rank at any time by the appointing authority if the employee demonstrates a lack of suitability for the newly promoted position. The demotion shall be based upon deficiencies in the performance or aptitude that have been addressed and documented as outlined in subsection (5). The existence of cause for demotion shall not be arbitrable. Promotional probationary employees shall; not be demoted for reasons that violate Section 2 of the Memorandum of Agreement, No Discrimination; or for reasons that are unconstitutional or unlawful. (67) In the event that management elects to demote an employee during his or her probationary period, pursuant to subsection (6), the affected employee may request a hearing with the Chief of Police. The hearing shall be held promptly and prior to the intended effective date of demotion, so as to afford the employee with a meaningful and timely opportunity to respond to the stated reason(s) for demotion. Section 7. Salary Provisions (a) General Salary Increase. Effective on the first day of the first pay period after the adoptioon of this M y r i Tri lary n Tepresee--rnnted classifications will be increased by two and a half percent (2.5%).Effective the first full pay period following adoption of this MOA by City Council, salary ranges of all represented classifications will be increased by three percent (3%). 4 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 (b) Market Equity Adjustment: Effective the first full pay period following adoption of this MOA by City Council, salary ranges of all represented classifications will be increased by one and three quarters percent (1.75%).Effective on the first day of first payp #t f s WHOA by the City Council salary ranges General Salary Increase. Effective the first full pay period folllowingincluding July 1, 2019ne 30, 2016 salary ranges of all represented classifications will be increased by threewo and a half percent (32.5%). Market Equity Adjustment: Effective the first full pay period followingincluding July 1, 2019ne 30, 2016, salary ranges of all represented classifications will be increased by two and two tenth fourty five one hundredths of a percent (0.452.2%). General Salary Increase. Effective the first full pay period followingincluding July 1, 2020ne 30, 2017, salary ranges of all represented classifications will be increased by three wo and a half percent (32.5%). Total Compensation Market Study. The City will conduct a Total Compensation Market Study by November 15, 2017. The Total Compensation Market Study will compensation criteria listed below (Total Compensation and Survey��, Database). Data-3haull—reflect the satien data in effect—at h of theac l ennch na k agencies as of November 15, 2017. If the Total Compensation Market Study Total Compensation Market Study, then effective the pay period that includes December 31 2-0-1-7t-he-Cty sh ear s aalary ranges of all represented get to median, up to a maximum adjustment of two and one half percent (2.5%). Total Compensation and Survey Database. Management and the Union have agreed to a compensation survey database structure. Survey Cities include: Alameda, Berkeley, Concord, Fremont, Hayward, Milpitas, Mountain View, Redwood City, San Leandro, San Mateo, Santa Clara, Vallejo, and Walnut Creek. Compensation Criteria includes: top step salary, maximum longevity, maximum education/POST, uniform allowance, holiday pay, deferred compensation, employee pick up of employer pension costs (Negative EPMC), and maximum City paid benefits (medical, dental, vision, life insurance, LTD, and EAP). The database is intended to provide one 5 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 source of information concerning how the compensation paid to employees in bargaining unit job classifications compares to that paid by other employers. (g) Salary Steps & Ranges (Eligibility) New officers attending the basic police academy will be compensated at the "Police Trainee" level. Academy Graduates and Lateral Officers with less than two years experience will be compensated at the "Police Officer" "Step 31" Level or higher. Jr. First Class Exam: Officers become eligible to take the exam anytime after they complete the Field Training Program. However, the pay increase will not become effective until they have successfully completed the test and have been with the department for a year from the academy graduation (Laterals a year from hire date). The For employees hired prior to July 1, 2018, the pay increase for Jr. First Class is compensated at the "Police Officer" "Step 4" level (Approximate 5% Increase). For employees hired on or after July 1, 2018, the pay increase for Jr. First Class is one step on the salary schedule (approximate 5% increase), no higher than Step 4. First Class Exam: Officers become eligible to take the exam any time after they have successfully completed the Jr. First Class Exam. However, the pay increase will not take effect until one year from the date of the merit increase for the Jr. First Class exam. (Lateral officers' pay increase may be effective one year from the date of hire) For employees hired prior to July 1, 2018, theThe pay increase for First Class is compensated at the "Police Officer" "Step 5" Level (Approximate 5% Increase). For employees hired on or after July 1, 2018, the pay increase for First Class is one step on the salary schedule (approximate 5% increase), no higher than Step 5. Effective the first full pay period following adoption of this MOA by City Council, the City will Implement a new step 6 following the same percentage difference as steps 1-5. Employees with one (1) year or more of service with the City of Palo Alto at Step 5 will be moved to Step 6. (h) POST Certificate/Incentives Basic Post: Officers become eligible upon completion of their probationary period. The certificate must be obtained within 18 months of hire date. (No Salary Increase) 6 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 Intermediate POST: Employees that qualify for the Intermediate POST certificate will be compensated at the corresponding salary schedule (e.g., "Police Officer/Inter"), effective the first full pay period after the employee provides proof of submission of the required paperwork to POST (approximate 5% increase). Officers are eligible based on a combination of years of service and education as follows. (1) Two Years & a bachelor's degrgc (2) Four Years & an associate degree or 45 training credits and 45 educational credits. (3) (4) Six Years & 30 training crcdits and 30 educational crcdits. Eight Years & 15 training credits and 15 educational credits. The pay increase for Intermediate POST Certificates is compensated at the "Police Officer/ Inter" Level. (Approximate 5% Increas,e). Advanced POST: Employees that qualify for the Advanced POST certificate will be compensated at the corresponding salary schedule (e.g., "Police Officer/Adv"), effective the first full pay period after the employee provides proof of submission of the required paperwork to POST (approximate 2.5% increase). Officers ore eligible hosed on a combination of years of service and edi ication as follows. (1) Four Years & a master's degree. (2) Six Years & a bachelor's degree. (3) Nine Years & an associate's degree or 45 training credits and 45 educational credits. (4) Twelve Years & 30 training credits and 30 educational credits. The pay increase for Advanced POST Certificates is compensated at the "Police Officer/ Adv" Level. (Approximate 2.5% Increase). Training credits are computed as one credit for every 20 hours of approved course. Education credits are e`vi iiyalent to 1 point for each semester unit from an accredited college/university or 2/3 of a point for each quarter unit. 7 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 - June 30, 202118 Millitary time magi be us se-rvfce time as approv OC�acase-by ca.,e basis. Officers Employees are responsible for contacting Personnel & Training in order to arrange —taking tests and application for POST certificates. (i) Special assignment premium pay Effective with the pay period including July 1, 2001, biweekly premium pay for employees assigned to the indicated specialties will be as follows: Field Training Premium: 5% of base pay per pay period. Applies to management -assigned Officers and Agents and Traffic Team members during each pay period in which they provide training to police recruits, Community Service Officers or Level II reserve officers who are working on their Level I certificate. Applies to management -assigned FTO Sergeants during each pay period in which they supervise assigned FTO Officers or Agents who are actively training police recruits, Community Service Officers or Level II reserve officers who are working on their Level I certificate. K-9 Program Premium: 5% of base pay per pay period, Effective January 1, 2008, K-9 Officers/Agents shall receive 5% of base pay per pay period to compensate for the time spent by the K-9 Officer/Agent outside regularly scheduled work hours to feed, groom, house, exercise, attend to the medical and dental needs of and otherwise maintain the dog. Bilingual Premium: 5% of base pay per pay period. Applies to representation unit employees certified by management as proficient in other languages as outlined below. (i) Approved Languages Spanish, Chinese (Mandarin and Cantonese), Japanese, Tagalog, Korean, Vietnamese, Russian, American Sign Language, and such other languages as determined by management. 8 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 (ii) Proficiency Requirements Officers, Agents, and Sergeants who pass a basic "first responder" proficiency test administered by a professional linguist will be eligible for bilingual pay. This proficiency test will be a one time test to ensure the candidate has the ability to verbally communicate (with the exception of American Sign Language) as a first responder in the selected Language. First responder proficiency will include, but is not limited to, the ability to take basic crime and accident reports; issue a citation and explain the court process; complete a field interview card; give directions; give a Miranda admonition; and generally be able to communicate with a non- English speaking person in need of basic police services. Study material will be provided by the City to all employees to assist in test preparation. (iii) Testing Process In order to best accommodate the wide range of languages, proficiency testing will be conducted by professional linguists outside the Police Department that have been agreed upon by the Association and Management. A basic first responder proficiency exam has been developed based upon the needs of the organization. The City will pay for the initial test for each employee. Employees who do not pass the initial test may retest as many times as necessary. However, subsequent tests will be at the employee's expense. Section 8. Night Shift Differential (a) Night shift differential shall be paid at the rate of 5% to all FSD personnel for all hours worked between 6:00 p.m. and 8:00 a.m. (b) All employees covered under Section 23(d) working a regular shift between 7:00 a.m. and 7:00 p.m. shall receive 5% night shift premium for hours worked between 7:00 p.m. and 7:00 a.m. Vacation and administrative leave pay for employees who regularly work night shifts shall include appropriate night shift premiums, relating to night shift hours regularly worked. 9 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Shift adjustment hours for employees who regularly work the 4-11 work schedule shall include the appropriate night shift premium based on the percentage of usual night shift hours worked to regular hours. Section 9. Paid Holidays (a) All represented employees on leave of absence without pay shall not receive in -lieu holiday accrual during such leave, or any compensation for holidays occurring during such leave. (b) Effective with the pay period following adoption of this MOA, employees shall not receive paid holidays, but in lieu thereof shall receive 3.462 hours straight time pay each full pay period , whilcthat they are in a paypaid status, to a maximum payment of ninety (90) hours per year. Holiday hours will be pro -rated for employees in paid status a portion of a pay period. In -lieu hours may be taken as pay or time off. Eligible employees will elect, at the beginning of each fiscal year, the manner in which the in -lieu hours will be taken. Hours under this provision will accrue each pay period while in a pay status and will be paid semi-annually in June and December. If time off is elected under this provision, such time off may be taken to the maximum of current accrual balances and subject to management scheduling approval. Employees working non -field services assignments shall be eligible to use accrued holiday time for any of the following recognized City holidays: January 1 Third Monday in January Third Monday in February Last Monday in May July 4 First Monday in September Second Monday in October November 11 Thanksgiving Day Day after Thanksgiving Day December 25 Either December 24 or December 31, see below Additionally, effective with the pay period following adoption of this MOA, in lieu of restoring Holiday pay to 120 hours, salary ranges of all represented classifications will be increased by 1.44%. 10 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 10. Working Out of Class Pay Officers, Agents and Sergeants working out of class for a period of fourtwo or more consecutive-shiftspay periods (28 days) shall be compensated with the following premium pay; Officers and Agents working as an Acting Sergeant: 7% of base pay for all shifts Sergeants working as an Acting Lieutenant: 10% of base pay for all shifts Agents, and Sergeants fulfilling the role of an Acting Sergeant and/or Acting Lieutenant for individual shifts and/or a number of hours within a shift, shall not receive additional compensation. Periodically working in this capacity shall be deemed a basic duty within an employee's job description. In accordance with Government Code 20480, an employee assigned to work in an out -of - class appointment may not exceed 960 hours worked in the appointment within a fiscal year if the employee is appointed to an upgraded position or higher classification that is vacant during recruitment for a permanent appointment. This limitation does not apply to a position that is temporarily available due to a leave of absence. Section 11. Retention/Career Incentive Program (Special Compensation) (a) Retention/Career Incentive Program On July 1, 2007 the City will initiate a Retention/Career Incentive Program. It is recognized that hiring, training, and retaining qualified law enforcement personnel is becoming increasingly difficult, time consuming, and very expensive. This program is designed to provide greater incentives for hiring new employees, retaining long- term employees, and attracting quality lateral candidates from other law enforcement agencies. This program will provide special compensation in the form of premium pay at various levels as employees reach different career milestones. Both parties acknowledge that in the 2007 negotiations, the cost of the program was partially offset through salary and/or benefit reductions agreed to elsewhere in this Memorandum of Agreement. All employees with more than 105 years of service shall receive special compensation in the form of retention pay at 3% of straight time base pay. 11 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 More All employees with more than 150 years service shall receive special compensation in the form of retention pay at 6% of straight time base pay. Maximum under this provision is 6%. As an incentive to recruit and hire lateral law enforcement personnel from other agencies, the following shall apply. At the Chiefs discretion, up to 5 years of full time law enforcement service may be counted towards the years of service outlined above. Special Compensation/Retention Pay outlined in the Retention/Career Incentive Program shall be deemed PERSable for the purpose of income and retirement however will not be a factor when calculating "MOU" (non-FLSA) overtime compensation. (b) Performance Improvement Plans (Retention Incentive Disqualification) Employees on a Performance Improvement Plan will not receive compensation under the Retention/Career Incentive Rrogram Employees will be removed from the Performance Plan. Employees will retain their right to use the grievance process as outlined in Section 39 as it pertains to the loss of compensation outlined above. Section 12. Dependent Care Assistance Program and Medical Flexible Spending Accounts. The City will provide a Dependent Care Assistance Program (DCAP) and Medical Flexible Spending Account (FSA) for employees according to the provisions of the Federal Economic Recovery Act of 1981, Code Sections 125 and 129. With the exception of matters within the City's sole control (e.g., establishment of the FSA), all matters related to the FSA shall be excluded from the MOA grievance procedure. Disputes regarding the administration of the plan shall be subject to the dispute resolution procedure provided by the plan document. 12 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 The program FSA will be available to representation unit employees effective January 1, 2019 beginning with pay period number 1 of 1992, and remain in effect subject to a reasonable minimum participation level and availability of third -party administrative services at a reasonable cost. Section 13. Court Pay Sworn Police Personnel appearing in court or in an administrative forum in the course and scope of their normal duties will be compensated according to the following: Period Rate Minimum (a) Scheduled day off. Time and one-half 4 hours (b) During scheduled shift or immediately preceding or following a shift Straight time during shift. Time and one-half for period before or after scheduled shift. None (c) Appearance on a scheduled work day by employees of Team #3 (prior to 12 p.m.) Time and one-half 3 hours (d) Appearance on a scheduled work day by employees of Team #4 or Team #5 Time and one-half 3 hours (e) All other court appearances Time and one- half 3 hours Section 14. Health Plans \\\(a) PEMHCA Health Plan During the term of this contract, the maximum City contribution towards medical premiums for eligible full time employees per employee category shall be up to a maximum of the following for any plan: 13 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 -June 30, 202118 M -� ,.. n ,--edica REMHC te Premium oontribution± Maximum Maximum Maximum Gate -gory City City Effective -January Centri-butien Contribution 1,2-016 Effective Effective January 1, January 1, 2017 201-8 Employcc $125.0Q 90% of monthly $773.0Q $804.00 for premium selected by plan gmploygc Not to cxcccd 90% of the second most expensive plan premium Employcc $125.00 90% of monthly $1,544.00 $1,606.00 for one plus premium selected by plan gmploygc Not to cxcccd 90% of second most -the cxpcnsivc plan premium Employcc S125.00 90% of monthly $2,008.00 $2,088.00 for Family premium selected by plan gmploygc Not to cxcccd 90% of the second most expensive plan premium Medical Premium Category PEMHCA Contribution * Total Maximum City Contribution (inclusive of PEMHCA contribution) effective from time of ratification through December Total Maximum City Contirbution (inclusive of PEMHCA contribution) effective Janaury 1, 2019 14 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 31, 2018 Employee Only Employee plus one Employee Family $133.00 $804 $840 $133.00 $1606 $1680 $133.00 $2088 $2180 Effective with the first pay period including January 1, 2016, the The City's total maximum contribution towards medical premiums for eligible part time employees shall be prorated based on the number of hours per week the part-time employee is assigned to work. *PEMHCA minimum changes per statutory determination as of 20182016annually. Any increases to the PEMHCA minimum during the term of this contract will result in a corresponding decrease to the amount of the additional City contribution, so that the total maximum City contribution never exceeds the amount listed in the "Total Maximum City Contribution" columns above. If the State of California or federal government requires the City to participate and contribute toward coverage under any medical plan outside of PEMHCA including but not limited to the Affordable Care Act, the City's total liability for enrolled employees and retirees and their eligible family members shall not exceed what the City would have paid toward PEMHCA coverage in the absence of such state or federal plan. The parties will meet and confer over the impact of such change on matters within the scope of representation before implementing any change. (b) Vision Care The City will offer vision care coverage for employees and dependents. Coverage is equivalent to $20 deductible Plan A under the Vision Service Plan, with monthly premiums paid by the employer. Dependents will include domestic partners, as defined under Section 144-6 (c). (c) Active Employee Domestic Partners Active employee domestic partners whose domestic partnership is registered with the State of California may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State. Active employee domestic partners whose domestic partnership is not registered 15 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 with the State, but who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department, will be eligible for a stipend of two hundred eighty four dollars ($284.00) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for stipend. (d) Alternative Medical Benefit Program If a regular employee and/or the employee's dependent(s) are eligible for and elect to receive medical insurance through any other non -City of Palo Alto employer - sponsored or association -sponsored medical plan, the Employee may choose to waive his/her right to the City of Palo Alto's medical insurance and receive cash payments in the amount of two hundred eighty four dollars ($284) for each month City coverage is waived. Examples of waivers eligible for this payment are: Employee waives all applicable City medical coverage; or Employee is eligible to enroll his or her spouse or domestic partner and waives medical coverage for the spouse or domestic partner; or Employee has additional eligible dependents and waives family -level medical coverage. Participation must result in a health insurance cost savings to the City and payments per employee shall not exceed a total of two hundred eighty four dollars ($284.00) per month. To participate in the program the employee and dependents must be eligible for coverage under PEMHCA medical plans, complete a waiver of medical coverage form, and provide proof of eligible alternative medical coverage. Payments will be made in the employee's paycheck beginning the first month following the employee's completion of the waiver form. Payments are subject to state and federal taxes and are not considered earnings under PERS law. Employees are responsible for notifying the City of any change in status affecting eligibility for this program (for example, life changes affecting dependent's eligibility for medical coverage through the employee) and will be responsible for repayment of amounts paid by the City contrary to the terms of this program due to the employee's failure to notify the City of a change in status. (e) Dual Coverage When a City employee is married to another City employee each shall be covered 16 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 only once (as an individual or as a spouse of the other City employee, but not both) and dependent children, if any, shall be covered by only one spouse Section 15. Dental Benefits (a) The City will maintain the present level of benefits on the City -sponsored dental program for current employees and their dependents, except that the maximum benefits per calendar year shall be $2,000 effective in 1988. Dental Coverage shall include composite (tooth colored) fillings for all teeth. (b) The City provides a 50% of reasonable charges, $2,000 lifetime maximum orthodontic benefit for representation unit employees and their dependents. (c) Dependents will include domestic partner, as defined under Section -1-5-14 (c). (d) Dental implants in conjunction with one or more missing natural teeth, and removal of dental implants will be covered as a Major Dental Service at 50% usual, customary and reasonable (UCR). Section 16. Life Insurance Benefits The City agrees to continue the basic life insurance plan as currently in effect for the term of this Memorandum of Agreement. Section 17. Effective date of Coverage for New Employees For newly hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, and life insurance plans if these benefits are elected. Section 18. Retirement Benefits (a) Safety Pension Group A: "3% at 50" Safety Retirement The City will continue the present benefits under the Public Employees' Retirement System (PERS) "3 percent at 50" (3% @ 50) Retirement Formula per California Government Code §21362.2 for employees hired before the effective date of the "3 percent at 55" (3% @ 55) formula for new hires as described herein. The final year compensation for employees hired under the 3% at 50 formula will continue to be the "single highest year" or the highest average annual compensation earnable by the member during one (1) year of employment immediately preceding retirement or the 17 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 one-year period otherwise designated by the member (Government Code 20042). Current employees continued to be covered under Government Code 20692, Employer Paid Member Contribution, to the extent there is a City paid member contribution in the final year. (b) Safety Pension Group B: 3% at 55 Safety Retirement Effective December 7, 2012, the City amended its contract with CaIPERS to provide employees hired on or after that date who are not "new members" of CaIPERS as defined in the Public Employees' Pension reform act (often referred to as "Classic" CaIPERS members) with the CaIPERS retirement formula three percent of final salary at age 55 (3% at 55), with the final salary determination for such employees of "three highest consecutive years" based on the highest average annual compensation earnable by the member during three (3) consecutive years of employment immediately preceding retirement or the three year period otherwise designated by the member (Government Code Section 20037). This new tier also eliminated Section 20692, Employer Paid Member Contribution. (c) Safety Pension Group C: 2.7% at Age 57 Safety Retirement Employees hired on or after January 1, 2013 meeting the definition of "new member" under the Public Employees' Pension Reform Act (Gov't. Code s. 7522 et seq.) shall be subject to all of the provisions of that law, including but not limited to the two point seven percent at age 57 (2.7%@57) retirement formula with a three year final compensation period. (d) Employee Share of PERS Contribution Employees in all sworn represented classes in Pension Groups A and B described above will make a 12% the 9% PERS member contributions by -payroll deduction. Employees in all sworn represented classes in Pension Group C described above shall pay the employee contribution required by the Public Employees' Pension Reform Act, currently calculated at fifty percent (50%) of the normal cost, plus an additional 3%. Trainees will pay the same employee contribution as miscellaneous members while attending Basic Academy (see section (g) below). The City will continue to provide for member contributions to be made as allowed under the provisions of IRS Code §414(h)(2). 18 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 (e) Additional Employee PERS Contributions • Effective as soon as administratively possible all employees regardless of pension formula in this unit shall, in addition to the Member Contribution required nor CaIPERS 20516 contract amendment pay an additional 1 % towards the Employer share of Pension. • Effective-trhe pay period that includes June 30 201` o as-seo�? 0 administratively possible but no sooner than June 30, 2016, all employees Contribution required, pay an additional 1`)/0 towards the Employer share of Pension fora total of 2% Effective the pay period that includes June 30, 2017, all employees regardless of pension formula in this unit shall, in addition to the Member Contribution regi iireri pay an additional 1 3% towards the Employer share of Pension for a total of 3%. (Total Employee contribution will be 12% for Classic; 50% of Normal Rate plus 3% for PEPRA.) • Effective the first full pay period following July 1, 2019 or as soon as administratively possible, all employees regardless of pension formula in this unit shall contribute an additional 0.5% to the Employer share of pension for a total of 3.5% contribution toward the Employer share of pension. (Total Employee contribution will be 12.5% for Classic; 50% of Normal CostRato plus 3.5% for PEPRA.) Additional contributions will coincide with the City amending The Cit„ ,kill modify its contract with CalPERS to reflect these changes. However, should CalPERSpers delay or the Aassociation fail to approve the CalPERSpers amendment required to incorporate the additional 0.5% contribution, the City may implement the additional 0.5% effective July 1, 2019 without a contract amendment. as soon as practicable and- • Aadditional employee PERS contributions under CalPERS 20516 will be provided on a pre-tax basis to the extent allowable by law. (f) 457 Ddeferred CGompensation Pplan Effective the first full pay period following July 1, 2019 all employees who are classified as "New Members" by PERS or "Group C' by the MOA will receive $50 per month contributed into their 457 deferred compensation plan. Eligible employees must have an active 457 plan in order to receive City contirbutions. 1959 Survivor Benefit 19 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (g) The City will continue to provide the basic level (Level 1) of 1959 Survivor Benefit to eligible employees in accordance with California Government Code §21571. Military Service Credit The City's contract with the Public Employees' Retirement System provides for Section 20930.3, Military Service Credit as Public Service. (h) Retirement Privileges (i) All retired employees and spouses of deceased employees shall have residential privileges at City libraries, refuse disposal area, golf course, and swimming pools. PERS Status While in Basic Academy. While an employee is attending Basic Academy, he or she shall participate in the City's PERS Miscellaneous Employee retirement plan with the same employee and employer contribution rates as applies to Miscellaneous City employees represented by SEIU (classified unit). When the employee successfully completes Basic Academy and is sworn in by the Police Chief, he or she shall prospectively participate in the PERS Safety Employee retirement plan. Section 19. Retirement Medical Plan (a) Retiree Medical Coverage - Employees hired before January 1, 2006 who -have not voluntarily elected to participate in the Retirement Healthcare Benefits provided in Government Code section 22893: Monthly City -paid premium contributions for a retiree -selected PEMHCA optional plan will be made in accordance with the Public Employees' Medical and Hospital Care Act Resolution for employees who retire on or before December 31, 2007. Effective March 1, 2009, for an employee retiring on or after that date, the City will pay up to the monthly medical premium for the second most expensive plan among the existing array of plans during the Agreement term. Effective April 1, 2015, for an employee retiring on or after that date, the City contribution shall be the same contribution amount it makes for active City employees. The parties mutually agree that the benefits provided in this paragraph for employees retiring on or after April 1, 2015 will fluctuate from time to time based on the City's contributions to health care for active employees. Accordingly, Association members who retire on or after April 20 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 1, 2015 and have not elected to participate in the Retirement Healthcare Benefits provided in Government Code section 22893, do not maintain a vested interest in any particular contribution by the City above the amount required under the PEMHCA. (b) Retiree Medical Coverage - Employees who voluntarily elect to participate in Government Code section 22893, and all Employees hired on or after January 1. 2006: The CaIPERS vesting schedule set forth in California Government Code § 22893 will apply to all Association members hired on or after January 1, 2006, and employees hired prior to January 1, 2006 who voluntarily elect to participate in the Retirement Healthcare Benefits provided in Government Code § 22893. Under this law, an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five (5) of those years were performed with the City of Palo Alto. After ten (10) years of service credit, each additional year of service credit will increase the employer contribution percentage by 5% until, at twenty (20) years' service credit, the employee will be eligible upon retirement for 100% of the specified employer contribution. However, the maximum contribution for family members will be 90% of the specified employer contribution. Notwithstanding any other term of this section, the City of Palo Alto's health premium contribution for employees hired on or after January 1, 2006, and employees who voluntarily elect to participate in Retirement Healthcare Benefits provided by Government Code § 22893, will be the minimum contribution set by CaIPERS under California Government Code § 22893 based on a weighted average of available health plan premiums. Section 20. Psychological Counseling Program The psychological counseling program currently in effect shall be continued. The program shall provide 24 -hour emergency counseling by independent professional consultants. 21 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 21. Uniforms (a) The City will supply complete uniforms to all sworn personnel. All uniform items are the property of the City. One complete uniform consists of: (1) three pair of trousers, (2) three short -sleeved shirts with patches and zippers if desired, (3) three long-sleeved shirts with patches and zippers if desired, (4) three cotton or two synthetic fiber turtleneck shirts, (5) hat, (6) duty jacket with patches, (7) dress jacket with patches, (8) necktie, and {9) (8) rain gear. (b) At the time of initial employment, every sworn employee will be issued one complete uniform. Uniform items will be replaced on an as -needed basis subject to verification by management. (c) The City shall provide uniform cleaning for sworn representation unit personnel. (d) Personnel are accountable for all uniform items issued to them. If a particular item is lost or damaged due to employee negligence, the employee will be required to reimburse the City for value of the item(s) lost or damaged. (e) The City shall reimburse employees for the full cost of job -related safety boots up to $400 per fiscal yearupon verification of such purchase by the employees. The City will make the reimbursement only upon proof that the previous boots have become unserviceable due to wear or damage and upon verification of such purchase by the employee. (Job -related safety boots shall mean well -constructed, high topped boots that provide full ankle and foot support, which are selected from list agreed to by Management and the Association.) All Department -provided safety boots shall be purchased through this program. Employees are responsible for the full cost of any low -top, black shoes that are worn with the uniform. Section 22. Work Schedule (a) Field Services Division 4/11 Schedule The patrol schedule will have two sides, "A -Side" and "B -Side." There will be ten patrol teams each supervised by a Sergeant or Acting Sergeant under the management of patrol lieutenants. Five Patrol teams will work an "A" schedule and five Patrol teams will work a "B" schedule. Patrol officers, agents, and sergeants will report for duty promptly at the 22 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 designated times for each team. Patrol team schedules are as follows. Patrol Division Team Schedules A -Side B -Side Team 1A 0500 to 1600 Team 1B 0500 to 1600 Team 2A 0700 to 1800 Team 2B 0700 to 1800 Team 3A 1400 to 0100 Team 3B 1400 to 0100 Team 4A 1800 to 0500 Team 4B 1800 to 0500 Team 5A 2000 to 0700 Team 5B 2000 to 0700 Team's 2A, 3A, and 4A are designated as field training teams. (1) 4/11 Work Schedule The work schedule will be based on an eight (8) day cycle with each employee working four (4) consecutive days on_and having four (4) consecutive days off. The eight (8) day cycle will advance the employee's workdays and days off within the calendar week one day every cycle. The overall cycle repeats itself every eight (8) weeks. Over the course of a year (26 pay periods) each employee works 182 eleven (11) hour regular patrol shifts totaling 2002 hours, 78 -hours short of the required fulltime equivalent work year of 2080 hours. In the Patrol Division_and with the approval of the Patrol Captain, a maximum of two (2) paired "fixed days" schedules (4 Employees) may be established, at the employees' request. The regularly scheduled hours of work for such a position must cover the days off of the position with which it is paired. For example, one position could_have Sunday, Monday, and_Tuesday off while the other could have Thursday, Friday, and Saturday off. It shall be the responsibility of employees interested in a paired fixed day schedule to identify another employee who is willing to participate in the paired arrangement. If either employee or the Department desires to terminate a paired schedule once it is in effect, the employee or Department, as applicable, must give the other affected parties to the arrangement 23 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 at least one (1) full pay period advance written notice. Resumption of the employees' participation in the normal rotation shall begin on the first day of the second full pay period following the date notice is delivered to the other parties. Employees on a fixed schedule will be required to attend the designated CPT (Continued Professional Training)_training days either on their regularly scheduled workday or on a day off. If they attend training on their regularly scheduled day off, they will be compensated by receiving an adjusted day off within the same pay period. Employees requesting a schedule different from the rotating 4/11 must submit their request in writing prior to the team selection process. The requests will only be considered on an extreme hardship basis The following hours and minimum staffing levels will be observed on both sides of the Patrol Division. During team overlaps, the combined staffing levels of the teams will serve to meet minimum staffing levels. 0700-2400 hours 0001-0300hours 0300- 0700 hours 1 Lieutenant/Sergeant Watch Commander 1 Sergeant/Agent Supervisor 6 Officers/Agents 1 Lieutenant/Sergeant 1 Sergeant/Agent 5 Officers/Agents 1 Sergeant 5 Officers/Agents Watch Commander Supervisor Supervisor Under routine circumstances, personnel will be able to receive time off as long as minimum staffing numbers remain available for duty. Management may deny time off to maintain staffing greater than the minimum numbers outlined above. It's anticipated this will only occur in special situations where greater staffing is needed. (2) Designated CPT Training Days within the 4/11 Schedule: The 4/11 Schedule will have designated CPT training days and flexible training hours to make up the seventy-eight (78) hours necessary to complete a full work year. A training bank will be created for each employee on the 4/11 Schedule to track and monitor the use and balance of the 78 -hours. The training bank and its use are outlined in the next section. 24 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 For CPT training days which require employees to travel outside the City of Palo Alto, an additional two (2) hours of training bank time will be made available to account for all travel time related to attendance at training. The Division Captain may authorize additional time on a case -by -case basis. Management will determine the number of designated CPT training days and stagger them throughout the year in order to avoid overtime insofar as possible. Designated CPT training days will be scheduled prior to the beginning of each shift year. Unless otherwise determined by the Department, there will be five (5) designated CPT training days each year. These training days will vary in duration but will in most cases be approximately eight (8) to ten (10) hours in duration. The exact number of designated CPT training days, their duration in hours, and the remaining flexible training bank time will be determined prior to shift change and vacation selection. If it's anticipated that the number of training days will vary in any given year, Management will notify and, on request, meet with PAPOA to consider any concerns the Association may have. Patrol personnel will not be permitted to take vacation on any one of these pre - designated CPT training days. The Division Captain may authorize an exception based on compelling circumstances. The course content and training provided on the designated CPT training days can vary from year to year to meet current and changing training needs. It will be the responsibility of the Personnel and Training Division to schedule and coordinate the training on designated CPT training days. Training days may be scheduled during daytime and/or nighttime hours to accommodate training needs. Sworn employees not on the 4/11 Schedule will be required to attend designated C.P.T. training days. Each of the training days will be broken into two (2) single day sessions for Patrol (A side and B side). It is anticipated that approximately fifty percent (50%) of the non -4/11 employees will attend one (1) of the two (2) days during each of the training cycles. If the nature and/or complexity of the training does not allow for a larger groups, multiple sessions can be scheduled on additional training days. (3) Flexible Training Hours This schedule results in seventy-eightJ78) hours that will be made up during the 25 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 year through designated CPT training days and flexible training time. It is anticipated that approximately fifty (50) hours will be set aside each year for designated CPT training days (exact number to be determined each year). Once the hours set aside for designated CPT training days is established, the remaining hours shall be used for flexible training as follows. Employees on the 4/11 Schedule attending training on a day off or outside their normal shift shall use their available Flexible Training Bank hours (Non -CPT Hours) prior to using overtime. All Flexible Training Bank hours must be used prior to earning overtime. The only limitation on the use of these training hours is that no employee can exceed the one hundred seventy-one (171) hour FLSA limit in any twenty-eight (28) day cycle. The combination of regular work shifts, designated CPT training days, and flexible training time cannot exceed one hundred seventy-one (171) hours in any FLSA Cycle. Any hours worked over one hundred seventy-one (171) in a twenty-eight (28) day cycle are considered premiums hours and must therefore be paid at the overtime rate. The following is a list of some of the forms of training that could use hours from the bank; SWAT DRO Range Masters Quarterly Shoots FTO Meetings K-9 Sergeant's meetings FTO School 11550 School Radar School Supervisor school All other Training If an employee doesn't use his or her flexible training hours during the year, he or she will be required to make up the difference by either working extra shifts, partial shifts or by using vacation, compensatory time off, and/or holiday time from one of their banks at the end of each fiscal year. The Watch Commander and Supervisor will work with employees to schedule extra shifts or use vacation, holiday or compensatory time off balances. These hours are hours the employee is being compensated for during the normal twenty-six (26) pay periods. The employee must work the hours on a straight time basis or use vacation, holidays or compensatory time off for the compensation received throughout the year. (4) Other Training (not covered by the flexible training bank) The 4/11 Schedule significantly impacts designated CPT training days, shift training, and to some extent training compensated under the flexible training hours. The following guidelines should be followed when attending training not covered by the flexible training hours. All training bank hours, adjusted time off associated with 26 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 training, and/or overtime associated to training shall be approved in advance by the employee's watch commander or supervisor. One full day of training on a day off. The employee will either receive overtime for the number of hours at training or adjustment for one patrol shift. Adjustments will be documented in the City timekeeping system. One full day of training on a day on. The employee will be adjusted off their patrol shift for the day. Adjustments will be documented in the City timekeeping system. More than one day, but less than a week. For each full day of training, the employee will be adjusted off one patrol shift. Adjustments will be documented in the City timekeeping system Partial day of training on a day off. Overtime or adjustment for the number of hours actually in training. Adjustments will be documented in the City timekeeping system. Partial day of training on day on. The employee will be adjusted from duty for the time of the training and be expected to work the remainder of their shift. Adjustments will be documented in the City timekeeping system. A four (4) or five (5) day (week) training session that doesn't exceed forty-four (44) hours. Whenever possible, and depending upon where the employee is in their twenty-eight (28) day cycle, the employee will be adjusted off the patrol schedule when attending four or five day training sessions. The employee will be adjusted from four (4) eleven (11) hour shifts as compensation for attending the course. The four (4) adjusted days will be as close to the days the employee attended training as possible. Employees will not receive overtime under this situation unless the total time training exceeds forty- four (44) hours. Adjustments will be noted in the comment section of the timekeeping system. 27 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (5) Assignments of Sworn Personnel on the 4/11 Schedule Each year assignments are made for management staff for the coming fiscal year. Subsequent to those assignments, officers, agents, and sergeants apply for specialty positions. At the conclusion of those specialty selections, the Patrol Team Selection process begins. Each year, the following process will be used for patrol team selection. Field Services Division Shift Assignment Process: Field Services sergeants, agents, and officers will select their work team based on the following criteria. a. Sergeants, in order of seniority, shall select one of the ten patrol teams. Sergeants may select any open team with the exception of those teams designated as Field Training teams. FTO Sergeants, in order of seniority, will select one of the designated FTO teams. b. Field Training Officers/Agents, in order of seniority, shall select one of the slots open and designated as FTO slots on one of the three FTO teams. The following teams have been pre -designated as training teams: Team 2A, Team 3A, and Team 4A. c. K-9 Officers/Agents — K-9 officers/agents will generally select one of the night shift teams: Teams 4 and 5. Selections will be based on rank and seniority. Only one K-9 will be allowed per team and K -9's will be evenly split between the two sides Any exception to these assignments must be requested and approved by the Field Services Coordinator prior to the start of the selection process. d. Agents, in order of seniority, shall select any of the open agent's slots remaining on any of the patrol teams. A minimum of three (3) agents will be assigned to the A -Side and a minimum of three (3) agents will be assigned to the B -Side. If a greater number of agents are assigned to patrol, management will evenly designate agent's slots insofar as possible to as many of the patrol teams as possible with the goal being to have one agent on each patrol team. e. Officers, in order of seniority, shall select any remaining slot available on 28 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 any of the patrol teams. f. Probationary Officers - May be assigned to teams at the discretion of the Field Services Division Coordinator. These assignments will be made based on the developmental needs of the new employee, the staffing needs of the organization, and in a manner that minimizes the loss of prime bidding slots for more senior officers/ agents. Additional Team Selection Guidelines Prior to the selection process, management shall determine the number of agents, and officers assigned to each team. Additionally, management will determine which teams are available for selection by K-9 Officers/Agents. Field Training Officers/Agents, Field Training Sergeants, and probationary employees shall be subject to administrative assignment. In the spring of each year, all employees participating in the patrol team selection process will receive a schedule identifying available slots, the process for team selection, and a date and time for the employee to make their selection Team Selection Reservations — Once Officers/Agents/Sergeants select a team, they will be guaranteed that team even if they are unable to work that team at the start of the shift year due to special assignment, internship, leave of absence, disability, illness etc. Officers, Agents and Sergeants may not remain in the same time slot for more then two consecutive years. Team change request will be considered with the approval of management. Any request for an anticipated change to the assignment of sworn personnel shall be routed to the Field Services Division Coordinator prior to the selection process. (6) Vacation Selection Concurrent Vacation Authorization — Officers and Agents Patrol Division — Four (4) slots are authorized on the A -Side and four (4) slots are authorized on the B -Side. It is anticipated that this would equate to two (2) slots on night shift (Teams 3, 4, and 5) and two (2) slots on day shift (Teams 1, and 2) for each side. 29 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Any exceptions to these rules may be made by the Field Services Division Coordinator based on special circumstances. Concurrent Vacation Authorization - Sergeants Patrol Division — Two (2) slots are authorized in patrol on the A -Side and two (2) slots are authorized in patrol on the B -Side. It is anticipated that this would equate to one (1) slot on the night shift (Teams 3, 4, and 5) and one (1) slot on the dayshift (Teams 1 and 2) for each side. Exceptions to allow two (2) sergeants vacation at the same time for special circumstances may be made by the shift lieutenant. Other exceptions to this rule may be made by the Field Services Division Coordinator. a. The A -side and B-side will have separate vacation signups. It's also anticipated that the dayshift and nightshift will have separate signups. For agents and above, selection will be based on rank and time in rank. Personnel having the greatest tenure in rank will have priority. For officers, selection will be based on seniority. If seniority is equal, low badge number shall have priority. b. Sergeants will have a separate signup sheet from agents and officers. During the initial sign up sergeants will have two guaranteed slots per side, one (1) on day shift and one (1) on night shift. Agents/officers will have four (4) guaranteed slots per side, two (2) on day shift and two (2) on night shift. Vacation Selection Process: Vacation selection will occur within a few weeks of the team selection process each spring. Selections will take place on two days, one day for the A -Side and one day for the B -Side. Sergeant, agents, and officers will be given time slots to come in, call in, or may submit in advance written instructions on choice for vacation weeks. The selections will be made based on rank and seniority. Both sides agree to monitor the outcome of the process and enter into a mutual agreement to continue or discontinue the process. (7) Time Keeping and Payroll All employees working under the 4/11 schedule will work eleven (11) hours a day, four (4) consecutive days a week. These eleven (11) hours will be entered in the timekeeping system on the day they are worked and/or prior to pay period payroll deadlines. Employees attending one (1) of the designated CPT training 30 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 days will enter the hours of training on a "training timesheet" and enter the time in the timekeeping system. Employees using hours from their flexible training bank shall complete a "training timesheet" and enter the time in the timekeeping system. Employees working the 4/11 Schedule will not receive overtime compensation for hours worked under the following conditions. • Hours worked as part of a regular 11 -hour work day. • Hours worked on a designated CPT training days. • Hours associated to training where hours from the flexible training bank could be used. • Non -Mandatory training where adjustments from the patrol schedule are possible. Overtime shall be paid for "Mandatory" training once training bank hours have been exhausted. Overtime shall be paid for "Mandatory" meetings that fall outside the specialty exemption listed below. Participation in department specialties including training, meetings, and other activities is not considered a mandatory activity when it comes to overtime compensation. Wherever possible, employees participating in department specialties and other non -mandatory activities will be adjusted off the patrol schedule for these activities. Schedule adjustments will occur as close to the activity outside the employee's normal work schedule as possible and within the same FLSA Cycle. Schedule adjustments for personnel working nights: All personnel attending a full day of training on a work day will be adjusted off the patrol schedule for their work shift that day. In addition to being adjusted off any shift that starts on the day the training occurs, employees working Teams 3, 4, and 5 the night before the training will be adjusted off the night before as follows. If the training is all day starting in the morning hours, these adjustments will apply. Team 3: Teams 4 & 5: Adjusted off at 2200 hours. Adjusted off the entire shift. If a night shift employee is scheduled for a full day of "Mandatory" training on the morning of his or her first day off, the same adjustments listed above will apply. 31 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 In addition to the necessary adjustment, employees will receive compensation for the training hours through the use of training bank hours. When training bank hours are exhausted, the employee will receive overtime. The time keeping system entries: Each employee must enter his or her time in the timekeeping system that accurately reflects the hours he or she works. When schedule adjustments are made, overtime is worked, or training bank time is used, employees must make appropriate notes in the comment section of the timekeeping system. Supervisors and timekeepers may complete the timekeeping system entries when employees are unavailable due to illness or other situations and employees will thereafter verify the timekeeping entry is accurate upon their return to work. Employees o g the 4/11—Sched I sha also sign t daily sched Managers and supervisor will approve time entries made in the time keeping system. Managers and supervisors will pay special attention to the use of training bank time and overtime. Time entries should be reviewed for regular hours and training hours that may exceed the FLSA guideline of 171 hours in a 28 day cycle. With the 4 -day on 4 -day off rotation, employees will work either 66 or 88 hours in each pay period. The timekeeping system will shift adjust the appropriate number of hours into (+14) and out of (-8) the employees bi-weekly totals so each employee receives compensation for 80 hours. Regardless of the number of hours worked under the FLSA exemption, an employee will be compensated for 80 regular hours every bi-weekly payroll cycle. These shift adjusted hours (-8 or +14) will be added to or taken away from the timecard at the appropriate day/night shift differential rates for each employee. As an example, if an employee's normal shift is paid at 75 percent day rate and 25 percent night rate, all hours shift -adjusted on to or off the timecard will be adjusted using the same approximate ratio of 75/25 percent for day/night rates. If an employee leaves city service while on the 4/11 schedule, staff and payroll shall perform the training bank reconciliation of the number of hours the employee is over or under the normal forty (40) hour workweek rate since the beginning of the current one (1) year (twenty-six [26] pay period) 4/11 cycle. If the employee has worked more hours than the forty (40) hour a week average, he or she shall be compensated for those hours at the regular rate. If the employee is under the forty (40) hour a week average, the hours will be taken from the employee's vacation, holiday, or comp time bank and/or deducted at the regular rate from the employee's last check. 32 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 If an employee's assignment changes from the 4/11 schedule or to the 4/11 schedule, his or her over/under rate will be calculated the same as above. Time off, extra shifts worked, and/or the adjustment of holiday, vacation, and/or comp. time banks will be used to resolve any differences between actual hours worked and the forty (40) hour weekly average. Daylight Savings Time/Pacific Standard Time Changes — Personnel on Team 4 and Team 5 will follow these guidelines when working either the spring forward or fall back. Individuals working in the spring who would lose an hour of work due to the change to Daylight Savings Time will report for duty one (1) hour early and work an eleven (11) hour shift at straight time. Individuals working in the fall will work one (1) additional hour (for a total shift of twelve (12) hours) due to the change to Pacific Standard Time. Such employees will put in for one (1) hour of overtime. Nothing in this section prevents an employee from leaving early or using time off to offset the time when staffing allows and approved by the Supervisor or Watch Commander. (8) Maximum Hours Worked - Turn Around Time Sergeants, agents, and officers may work up to a maximum number of 16 hours in a 24 -hour period. Any work beyond 16 hours must be approved by a watch commander or member of management and only under exigent circumstances. Any time an employee works 16 hours or more, they must receive an 8 -hour break before returning to duty. If the 8 -hour break runs into the employees next shift, those hours are considered adjusted hours off. Sergeants, agents, and officers shall not exceed a maximum of one hundred forty (140) hours in a 14 day pay period. Any work beyond one hundred forty (140) hours must be approved by the employee's Lieutenant and Captain, and should rarely occur only under extreme situations. Sergeants and Lieutenants authorizing overtime in excess of the daily limit (16 - hours) and/or the bi-weekly limit (140 hours) shall send a short email to their Lieutenant and Captain explaining the reason for the excess work. It is the employee's responsibility to monitor their hours and notify the supervisor and/or watch commander of their hours worked when approaching the daily or bi- weekly limits or being requested to work overtime. (9) Shift Exchanges Sergeants, agents, and officers may exchange work shifts with another employee of 33 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 the same rank. Agents and officers may be interchangeable if simply filling the role of an officer on the schedule. Personnel must submit a shift exchange request form to their supervisor and lieutenant. Shift exchanges require a lieutenant's approval except when short notice makes that impossible. Shift exchanges can only occur for entire shifts, Shift exchange request forms must contain the pay back date for the second half of the shift exchange. Both halves of the exchange must occur in the same 28 -day FLSA Cycle (refer to Yearly 4/11 patrol Schedule for FLSA Cycles). Once an employee agrees to an exchange shift, he or she is responsible for that shift. If he or she fails to show up for the shift and/or is sick, the time will be deducted from his or her applicable leave balance to the extent the employee qualifies for such deduction under the applicable leave policy. Failure to show up for a shift may also result in disciplinary action. (10) On -duty workout period and sign up: When staffing allows and with supervisory approval, employees may workout on - duty for a period of up to one (1)_hour. The hour shall include the work out, a shower, and dressing time. Specific guidelines and conditions are outlined in the Wellness Program Policy. 11) Upon written request of either party, Section 22(a) of this MOU will reopen and the parties will meet and confer over the issue of the patrol work schedule. Any changes will be by mutual agreement of the City and the Association. (b) Traffic Team Sworn members of the Traffic Team shall work a ten-hour (10) day, four (4) day workweek schedule. Traffic Team officers/agents may be assigned as part of minimum staffing at the discretion of management. Effective July 1, 2008, the Take Home Motor Program will be discontinued. On a one time basis, employees assigned to motors who are in paid status the first full pay period after Council adoption of this MOU, will receive one time non PERSable stipend representing 2.5% of base salary of the employee's classification minus applicable state and federal taxes. (c) Special Operation Sergeant/Crime Suppression Team 34 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 The Special Operations Sergeant and team members shall generally work a ten (10) hour day, four (4) day workweek schedule. Given the nature of the team's assignment, it is anticipated and expected that their schedules should be flexible and adapt to organizational needs. (d) ISD and Other Sworn Classifications All sworn personnel assigned to ISD, Staff Assistant, Personnel and Training and Community Policing shall work a ten (10) hour day, four -day work week schedule. (1) Work Schedule The ten hours shall generally be worked between the hours of 0700 and 1900, with specific schedules subject to approval by appropriate supervisors. The ten (10) -hour work schedule shall be worked within a period of ten hours, with a working lunch period not to exceed thirty (30) minutes. As an alternative, with Management approval, the ten-hour work schedule may be worked within eleven hours, with a one (1) hour unpaid lunch break. Changing alternatives will require prior approval by Management. (2) Work Week For ISD personnel, one-half of the Division will work Monday through Thursday, while the other half will work Tuesday through Friday. All other sworn personnel covered under Section 23 (b) & (c) will also work either Monday through Thursday, or Tuesday through Friday. (3) Late Detective Shift Two detectives will be assigned on a rotational basis to the late shift from 1200 to 2200 to provide evening coverage. Assignment to the late detective shift, where possible, will be by advanced sign up with each detective selecting two weeks each quarter according to a protocol determined by seniority, needs of the division and needs of the employee. Generally, there will be one detective from each half of the division working the late detective shift during each week. (e) Forty -hour Training Schedule For all sworn employees who attend training that is four (4)_or five (5) days in duration (a week), their schedules will be adjusted from the normal work week. Employees will not receive overtime during scheduled training as described here unless it exceeds their normal forty (40) or forty-four 144) hour workweek. 35 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Schedule adjustments will be documented in the notes section when making the timekeeping system entries. Section 23. Overtime Pay and Compensatory Time Off (a) Overtime pay shall be provided at the rate of time and one-half of the employee's regular rate, including night shift differential, working out of classification pay, and specialty assignment premium pay as defined under Section 7, 8 and 10. (b) Compensatory time off, which is approved by management in -lieu of overtime payment on a staffing available basis, will be taken at the rate of 1-1/2 hours for every hour of credited overtime. In the event compensatory time off is used as the method of compensating for overtime, the time off will be taken prior to the end of the quarter in which it is earned except as provided herein. All compensatory time balances over 80 hours shall be paid at the end of each quarter (i.e., employee to carry over 80 hours), with warrants issued in the first pay period of the new quarter. from quarter to quarter. During the final calendar year quarter only, employees have the option to: (1) Employees who have vacation accrual balances of less than two times their annual accrual rate, less 80 hours, may request in writing prior to the payroll deadline to convert up to 80 hours of unused compensatory time to vacation per calendar year, to be transferred in the first pay period of the calendar year. (2) -Employees may cash out their entire compensatory balance but must make this request before payroll deadline. (c) Employees called out to perform work, attend meetings or required training shall be compensated for at least three hours pay for each occurrence at the appropriate overtime rate. Section 24. Overtime Siqn-Up (a) Planned Overtime Planned overtime includes patrol staffing, special events, traffic control functions or any other overtime needs which can be identified prior to the 20th day of the preceding month. On or about the 20th of each month, watch commanders will post a list of dates/shifts requiring overtime for the next month. 36 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Officers, Agents, and Sergeants will be given a reasonable period of time to sign up for the available overtime assignments. On or about the 25th of the month, planned overtime will be filled from the sign up list using the rotational overtime call out list. Agents may place themselves on the sign up list for supervisor overtime, however will only be considered if no sergeant requests the shift. Overtime that isn't filled during the planned overtime process may be filled at management's discretion. Employees assigned to a fixed work schedule such as ISD, P&T, and Staff Assistant may adjust their work schedule with their manager's approval in order to work a planned patrol overtime assignment. This schedule adjustment must be completed within the same work week as the planned overtime assignment. Schedule adjustments will normally be approved unless there is a conflict with a previously scheduled activity within the work unit or the schedule adjustment would be disruptive to the operation of the unit. Employees bidding for planned overtime requiring a shift adjustment must make a notation next to the assignment indicating a shift adjustment would be necessary. Only one overtime shift requiring a shift adjustment can be worked per work week. (b) Unplanned Overtime. Unplanned overtime is overtime that wasn't identified prior to the 20th of the preceding month. Unplanned overtime will be filled by the following procedures. 1) The Watch Commander or Supervisor may request an employee extend their shift or come in early. If a volunteer cannot be identified to hold over or come in early, the rotational overtime list will be used. 2) Employees interested in working unplanned overtime will be placed on a rotational overtime list in order of seniority. When an overtime shift is available, a manager or supervisor will call the next person on the list. If that person declines the opportunity, is not available, is already working, or takes the overtime, he/she will be placed at the bottom of the list. The lists will be continually updated in order to rotate the names. There will be separate lists for sergeants and officers/agents for unplanned overtime. A separate supervisory list will be maintained for agents interested in working supervisory overtime. Agents will be offered supervisory overtime positions only if no sergeants have accepted the opportunity. 37 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 3) If the watch commander or supervisor is unable to fill overtime through any of these procedures, he or she may order an individual to extend their shift, come in early, or come in on a day off. A log on those required to work mandatory overtime will be kept in the overtime book. Mandatory overtime should be rotated in order of reverse seniority. c) Overtime Minimum. With regard to both planned and unplanned patrol team overtime, there is no minimum number of hours. Planned overtime postings and unplanned overtime will be offered for the actual number of hours needed. If small blocks of overtime aren't filled by on -duty personnel adding them to an existing shift, managers may apply a 6 -hour minimum to a shift for personnel coming in on a day off. (d) These overtime procedures may be reviewed and/or modified at the mutual agreement of both management and PAPOA. Section 25. Jury Duty No employee shall be required to work a combination of jury duty and work time to exceed 12 hours during a 24 -hour period. The period shall commence at the required time of appearance for jury duty. Jury duty is defined as the time between required time of appearance and dismissal. Work time excused as a result of jury duty will be compensated at the regular rate of pay. Section 26. Vacation Accrual Vacation will be accrued when an employee is in pay status and will be credited on a bi-weekly basis. Such accrual and credit shall not exceed three times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status: (a) Less than four (4) years - For employees completing less than four years continuous service; (8) Shifts vacation leave per year. (b) Four, but less than nine years - For employees completing four, but not more than nine (9) years continuous service; 12 Shifts vacation leave per year. (c) Nine (9), but less than fourteen (14) years - For employees completing nine (9), but not more than fourteen (14) years continuous service; (16) Shifts vacation per year. 38 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (d) Fourteen (14), but less than nineteen (19) years - For employees completing fourteen (14), but not more than nineteen (19) years continuous service; (18) Shifts vacation leave per year. (e) Nineteen (19) or more years - For employees completing nineteen (19) or more years continuous service; (20) Shifts vacation leave per year. Example: An employee with less than four (4) years working a 4/10 Schedule will receive eight (8) Shifts or eighty (80) hours of vacation. The same employee working the 4/11 Schedule will receive eight (8) Shifts or eighty-eight (88) hours of vacation. Section 27. Use of Vacation (a) When to be taken. The time at which an employee may use his/her accrued vacation leave and the amount to be taken at any one time shall be determined by the department head with particular regard for the needs of the City, but insofar as possible, considering the wishes of the employee. (b) Limitation on use. Employees may not use more than their annual rate of accrual in any calendar year period, provided, however, that a department head my grant exceptions to this limitation. (c) Waiting period. Employees shall complete six months continuous service before using accrued vacation leave. (d) Double compensation prohibited. Employees shall not work for the City during their vacation. (e) Vacation splitting. It is the intention of the City that vacation be taken in units of one week; however, with the approval of the department head, an employee may use one week of his/her accrued vacation in any calendar year in units of less than one work week, but in no instance in units of less than one-half of the normal workday or shift. Requests for exception to this procedure must be approved by the City Manager. (f) Vacation Cashout. Once each calendar year an employee may cash out eight or more hours of vacation accrual in excess of 80 hours to a maximum of 120 hours, provided that the employee has taken at least 80 hours as vacation in the previous 12 months. 39 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 1. Effective for the 2012 tax year and each subsequent year, to be eligible to cash out vacation, employees must pre -elect the number of vacation hours they will cash out during the following calendar year, up to the maximum of 120 hours, prior to the start of that calendar year. The election will apply only to vacation hours accrued in the next tax year and eligible for cash out. 2. The election to cash out vacation hours in each designated year will be irrevocable. This means that employees who elect to cash out vacation hours must cash out the number of accrued hours pre -designated on the election form provided by the City. 3. Employees who do not pre -designate or decline a cash out amount by the annual deadline established by the City will be deemed to have waived the right to cash out any leave in the following tax year and will not be eligible to cash out vacation hours in the next tax year. 4. Employees who pre -designate cash out amounts may request a cash out at any time in the designated tax year by submitting a cash out form to payroll. Payroll will complete the cash out upon request, provided the requested cash out amount has accrued and is consistent with the amount the employee predesignated. If the full amount of hours designated for cash out is not available at the time of cash out request, the maximum available will be paid. 5. For employees who have not requested payment of the elected cash out amount by November 1 of each year, Payroll will automatically cash out the pre -designated amount in a paycheck issued on or after the payroll date including November 1. Within 90 days of adoption of this MOA, the parties agree to talk further about the administration and communication of the vacation cash out process. Section 28. Vacation Pay at Termination Employees leaving the municipal service with accrued vacation leave shall be paid the amounts of accrued vacation to the date of termination. Payments for accrued vacation shall be at the employee's current rate of pay. 40 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 29. Vacation Benefits for Deceased Employees An employee who is eligible for vacation leave and who dies while in the municipal service shall have the amount of any accrued vacation paid to the employee's estate within thirty days. This proration will be computed at the last basic rate of pay. Section 30. Effect of Extended Military Leave An employee who interrupts his service because of an extended military leave shall be compensated for accrued vacation at the time the leave becomes effective. Section 31. Sick Leave (a) Statement of Policy. Sick leave shall be allowed and used only in case of actual personal sickness or disability, medical or dental treatment, or as authorized in Subsection 33 (e), personal business chargeable to sick leave. Up to 8 days sick leave per year may be used for illness in the immediate family (spouse, child, parent, parent -in-law, brother, sister, registered domestic partner, or close relative residing in the household of the employee). (b) Eligibility. Regular and part-time employees shall be eligible to accrue and use sick leave. (c) Accrual. Sick leave shall be accrued bi-weekly provided the employee has been in a pay status for 50 percent or more of a bi-weekly pay period. Sick leave shall be accrued at the rate of 3.7 hours per bi-weekly pay period. (d) Accumulation. Accrued sick leave may be accumulated without limit, except as provided in Section 31(h). (e) Use. Sick leave may be used as needed and approved, to the point of depletion, at which time the employee will no longer receive pay for sick leave. A new employee may, if necessary, use up to forty-eight hours or shift equivalent of sick leave at any time during the first six months of employment. Any negative balances generated by such utilization will be charged against future accrual or deducted from final paycheck in the event of termination. An employee who has been disabled for 60 consecutive days and who is otherwise eligible both for payment under the long-term disability group insurance coverage and accrued sick leave benefits may, at his/her option, choose either to receive the 41 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 long-term disability benefits or to utilize the remainder of his/her accrued sick leave prior to applying for long-term disability benefits. Sick leave will not be granted for illness occurring during any leave of absence other than sick leave, unless the employee can demonstrate that it was necessary to come under the care of a doctor while on such other leave of absence. When an employee finds it necessary to be absent for any reason, he/she should cause the facts to be reported to the department within one hour after his/her regular starting time on the first working day of absence, and shall regularly report on, or account in advance for each work day thereafter unless hospitalized or otherwise indisposed. Such reports may be subject to written documentation if there is reasonable evidence that sick leave abuse has occurred. Sick leave shall not be granted unless such report or advance accounting has been made, provided, however, that the department head may grant exception to this policy where the circumstances warrant. Documentation may also be required if there is a reasonable basis to believe that the employee may not be medically fit to return to work. (f) (g) Depletion of Sick Leave Benefits. Upon depletion of sick leave or the beginning of the period to be covered by payments under the long-term disability group insurance coverage, whichever comes first, an employee may be granted a medical leave of absence without pay for a period not exceeding sixty days. If the employee is unable to return to work at the end of this period, he/she must request further medical leave which will be subject to the approval of the City Manager. If further leave is granted, the employee must notify the City of intent to return to work every thirty days. If further leave is not granted, the employee's service with the City shall be considered terminated. Forfeiture Upon Termination. Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and Subsection 32(h). In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. (h) Payment for Accumulated Sick Leave. Employees hired before August 1, 1986 who leave the municipal service in good standing, or who die while employed in good standing by the City, and who have fifteen or more years of continuous service shall receive compensation for unused sick leave hours in a sum equal to two and one-half percent of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. 42 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 For all employees entering the service of the City prior to March 2, 1983, full sick leave accrual will be paid in the event of termination due to disability. For all employees hired after August 1, 1986, sick leave accrual accumulation shall be limited to 1,000 hours with no payoff provision for unused balance at termination. (i) Sick Leave Re -opener. Upon written request of either party, the parties agree to meet to confer over the issue of sick leave incentive, including but not limited to: (1) sick leave payout for employees hired after August 1, 1986 and (2) converting to a paid time off policy in lieu of both vacation and sick leave. Any changes will be by mutual agreement of the City and the Association. Personal Business Leave Chargeable to Sick Leave. Up to 2 Shifts (20 -Hours for 4/10 employees and 22 -Hours for 4/11 employees) per year of personal business leave may be chargeable to sick leave. Time off under this provision is subject to management scheduling approval. (J) Return to Work or Continue Work With Limited/Alternative Duty. In cases of non -work -related injury, illness or pregnancy, an employee, upon approval of the department head, City Risk Manager and the employee's doctor, may elect to return to work or continue work with doctor -approved limited or alternative duty. Approval for such limited/alternative duty shall be based upon department ability to provide work consistent with medical limitations and the length of time of the limitations. Shift employees must be willing to accept any non -shift limited duty schedule work locations and may be subject to the reasonable availability of limited duty assignments. The City doctor may be consulted in determining work limitations. Any assignment to a limited/alternative duty will be on a temporary basis. The provisions of this section are not intended to create any permanent light/alternative duty assignments. Any assignment to a limited/alternative assignment shall not displace any other employee without consent of all parties, including the Association. 43 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 32. Leaves of Absence Without Pay (a) Disability. Leaves of absence without pay may be granted in cases of disability not covered by sick leave. Pregnancy will be considered as any other disability. Leaves of absence for disability are subject to physicians' verification including diagnosis and medical work restriction. (b) Other leaves. Leaves of absence without pay may be granted in cases of personal emergency or when such absences would not be contrary to the best interest of the City. Non -disability prenatal and/or postpartum leave is available under this provision, but such leave shall not begin more than six months prenatal nor extend more than six months postpartum. (c) During unpaid leaves of absence for disability or other reasons, the employee may elect to use accrued vacation credits. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. (d) Approval of department head. Leave of absence without pay for one week or less may be granted by the department head, depending on the merit of the individual case. (e) Approval by City Manager. Leave of absence without pay in excess of one week's duration may be granted by the City Manager on the merit of the case, but such leave shall not exceed twelve months' duration. (f) (g) Absence without leave. Unauthorized leave of absence shall be considered to be without pay, and reductions in the employee's pay shall be made accordingly. Unauthorized leave of absence may result in termination of employment. Leave of absence; death outside the immediate family. Leave without pay may be granted a regular employee by his/her department head in the event of death to family members other than one of the immediate family, such leave to be granted in accordance with Section 34 (b), (c) , (d) and (e). (h) Military leave of absence. State and federal law shall govern the granting of military leaves of absence and the rights of employees returning from such absence. 44 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 33. Leave of Absence With Pay The City Manager may grant a regular employee under his/her control a leave of absence with pay for a period not exceeding thirty calendar days for reasons he/she deems adequate and in the best interest of the City. The City Council may grant a regular employee a leave of absence with pay for a period not to exceed one year for reasons the Council considers adequate and in the best interest of the City. (a) Subpoenas; leave of absence. Regular employees who are subpoenaed to appear as witnesses in behalf of the State of California or any of its agencies may be granted leaves of absence with pay from their assigned duties until released. The employee shall remit all fees received for such appearances to the City within thirty days from the termination of his or her services. Compensation for mileage or subsistence allowance shall not be considered as a fee and shall be retained by the employee. (b) Employee's time off to vote. Time off with pay to vote at any general or direct primary election shall be granted as provided in the State of California Elections Code, and notice that an employee desires such time off shall be given in accordance with the provisions of said Code. (c) Leave of absence; death in immediate family. Leave of absence with pay of three days shall be granted an employee by the head of his or her department in the event of death in the employee's immediate family, which is defined for purposes of this section as wife, husband, son, step -son, son-in-law daughter, step -daughter, daughter-in-law, father, step -father, father-in-law, mother, step -mother, mother-in-law, brother, step -brother, brother-in-law, sister, step -sister, sister-in-law, grandmother, grandmother -in-law, grandfather, grandfather -in-law, grandchildren, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of the employee. Such leave shall be at full pay and shall not be charged against the employee's accrued vacation or sick leave. Requests for leave in excess of three days shall be subject to the approval of the City Manager. Approval of additional leave will be based on the circumstances of each request with consideration given to the employee's need for additional time off. (d) Jury duty; leave of absence. Employees required to report for jury duty shall be granted a leave of absence with pay from their assigned duties until released by the court, provided the employee remits to the City all fees received for such duties other 45 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 than mileage or subsistence allowances within thirty days from the termination of his/her jury service. Section 34. Reduction in Force In the event of reductions in force, they shall be accomplished wherever possible through attrition. If the work force is reduced within the bargaining unit for reasons of change in duties or organization, abolition of position, shortage of work or funds, or completion of work, employees with the shortest length of service will be laid off first so long as employees retained are fully qualified, trained and capable of performing remaining work. Length of service for the purpose of this article will be based on total City service in a regular classification or classifications. Employees laid off due to the above reasons will be given written notice at least thirty days prior to the reduction in force. A copy of such notice will be given to the Association. Section 35. Agents The number of Agent positions shall be governed by the August 12, 1981, Arbitration Award. Section 36. Commute Incentives and Parkins in Civic Center Garage Commute Incentives-- Represented employees who qualify may voluntarily elect one of the following commute incentives: Public Transit. The City will provide monthly Commuter Checks worth the value of: $40 for employees traveling three or more zones on Caltrain; $40 for employees using the Dumbarton Express, BART, the ACE train, or a commuter highway vehicle; $35 for employees traveling less than three zones on Caltrain; $35 for employees using VTA and other buses. These vouchers may be used toward the purchase of a monthly transit pass. Carpool. The City will provide carpool vouchers worth the value of $30 per month to each eligible employee in a carpool with two or more people. These vouchers may be used at designated service stations toward the purchase of fuel and other 46 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 vehicle -related expenses. Vanpool Program. The City will provide Commuter Checks worth the value up to $60 to each employee voluntarily participating in the Vanpool Program. These vouchers may be used toward payment of the monthly cost. Employees must fulfill the basic requirements of the Employee Commute Alternatives Program to qualify. Bicycle. The City will provide bicycle vouchers worth the value of $20 per month to eligible employees who ride a bicycle to work. These vouchers may be used at designated bicycle shops for related bicycle equipment and expenses. Walk. The City will provide walker vouchers worth the value of $20 per month to eligible employees who walk to work. These vouchers may be used at designated stores for expenses related to walking such as footwear and related accessories. Parking in the Civic Center Garage --Employees assigned to Civic Center and adjacent work locations will be provided with a Civic Center Garage parking permit. New employees hired after June 30, 1994 may initially receive a parking permit for another downtown lot, subject to the availability of space at the Civic Center Garage. Section 37. Disciplinary Action and Unsatisfactory Work or Conduct (a) Except as provided in Section 6 (Probationary Period) of this agreement, no employee shall be disciplined without just cause. For the purpose of this section, "discipline" shall be deemed to include discharge, demotion, reduction in salary, written reprimand, disciplinary probation and suspension. Discipline shall be deemed not to include verbal reprimands or reductions in force. (b) Non -probationary employees whose work or conduct is unsatisfactory but not sufficiently deficient to warrant discipline, demotion, or discharge will be given a written notification of unsatisfactory work or conduct and an opportunity to improve. Failure to correct deficiencies and improve to meet standards may result in discipline, demotion or discharge. (c) Notice of disciplinary action must be in writing and served on the employee in person or by registered mail prior to the disciplinary action becoming effective. However, in extreme situations where there is reasonable cause, the employee may be removed from duty immediately with pay pending such disciplinary action. The notice must be 47 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 filed on a timely basis with the Human Resources Department and included in the employee's personnel file. The notice of disciplinary action shall include: (1) Statement of the nature of the disciplinary action; (2) Effective date of the action; (3) Statement of the cause thereof; (4) Statement in ordinary and concise language of the art or the omissions upon which the causes are based; (5) Copies of any documents or other items of evidence upon which the disciplinary action was fully or in part based; (6) Statement advising the employee of his/her right to appeal from such action, and the right to Association representation. (d) If the disciplinary action consists of suspension, any suspension time previously given shall be credited to the final disciplinary action. (e) Subject to state law requirements, employees may request that disciplinary actions be sealed according to the following schedule: (1) Written reprimands with no recurrence after one (1) year. (2) Disciplinary probation after three (3) years from the implementation of such probation, if no other disciplinary action has occurred during that period. (3) Suspensions less than three (3) days without recurrence, after two (2) years. (4) Suspensions more than three (3) days but less than six (6) days, after three (3) years. Suspensions of six (6) days or more, after five (5) years. (5) For the purpose of these sections, the time starts from the time of action following the Skelly process (day discipline is imposed). Written requests for the sealing of disciplinary actions should be directed to the Personnel and Training Coordinator. 48 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Sealing shall include all memos, letters, correspondence, complaint forms, and any other material pertaining to the disciplinary action that has been placed in the employee's personnel file. Sealing shall not include the sealing of any material related to criminal offenses for which the employee was charged except in concurrence with the sealing or expungement of criminal charges by a court of competent jurisdiction or in the event of a complete exoneration of the employee by the judicial system. The City Human Resources Department shall be notified in all cases where sealing of disciplinary action is taken. Human Resources Department copies of the disciplinary actions will be disposed of in a manner consistent with the Police Department's action. The sealed action shall not be held to discriminate against the employee in any subsequent disciplinary action, or in the event of promotion, merit step raise, transfer, request for educational leave, modification of duties, vacation selection, application for other employment, or against any other action the employee may take for his or her personal improvement. Once sealed, the file shall not be opened unless the employee requests such unsealing and then only for examination by the person or persons whom the employee specifies or at the discretion of the Chief of Police, who in the absence of a demonstrable emergency shall notify the employee a minimum of 48 hours before the opening of the sealed file and the reason for opening. In the event the employee cannot be notified in advance, notification must be made on the employee's first duty day after the sealed file is opened. Section 38. Grievance Procedure (a) The City and the Association recognize that early settlement of grievances is essential to sound employee -employer relations. The parties seek to establish a mutually satisfactory method for the settlement of employee grievances, or Association grievances, as provided for below. In presenting a grievance, the aggrieved and/or his or her representative is assured freedom from restraint, interference, coercion, discrimination or reprisal. (b) Definition. A Grievance is: 49 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (1) An unresolved complaint or dispute regarding the application or interpretation of Departmental rules, regulations, policies, and procedures, relating to terms conditions of employment, wages or fringe benefits, and; or this Memoranduma of Agreement, or City ordinances or resolutions relating to terms conditions of employment wages or fringe benefits e (2) An appeal from a disciplinary action of any kind against an employee covered by this Memorandum of Agreement. (c) Access to the Grievance Procedure. Except as provided in Section 6, Probationary Period, all employees represented by the Association may file and process a grievance. Such aggrieved employees may be represented by the Association or may represent themselves in preparing and presenting their grievance at any level of review. The Association may file a grievance when an Association right not directly related to an individual employee becomes subject to dispute. (d) Conduct of Grievance Procedure. (1) The time limits specified in this Article may be extended by mutual agreement in writing of the aggrieved employee or the Association and the reviewer concerned. (2) Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appeal to the next step. (3) The grievance may be considered settled if the decision of any step is not appealed within the specified time limit. (4) If appropriate, the aggrieved employee or the Association and Management may mutually agree to waive any step of the grievance procedure. (5) Written grievances shall be submitted on forms provided by the City or on forms which are mutually agreeable to the City and the Association. (6) Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. 50 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 Step I. The aggrieved employee will first attempt to resolve the grievance through informal discussions with his or her immediate supervisor by the end of the tenth working day following the discovery of or the incident upon which the grievance is based. Every attempt will be made to settle the issue at this level. (Note: For purposes of time limits, the working days are considered to be Monday through Friday, exclusive of City holidays.) Step 11. If the grievance is not resolved through the informal discussion, the employee will reduce the grievance to writing and submit copies to the division head or equivalent level Management employee as designated by Management as appropriate within ten working days of the discussion with the immediate supervisor. The division head or equivalent level Management employee shall have ten working days from the receipt of a written grievance to review the matter and prepare a written statement. Step 111. If the grievance is not resolved at Step II, the aggrieved employee may appeal to his or her department head in writing within ten working days of the receipt of the division head's response. The department head shall have ten working days from the receipt of a written grievance to review the matter and convey his or her decision by written statement. Step IV. If the grievance is not resolved at Step III, the aggrieved employee may appeal to directed —to the Human ResourGes re moo; wi r-te s of receipt of the department head's response. The Human Resources Director shall convene an Adjustment Board within ten working days of receipt of the appeal. The Adjustment Board shall consist of two persons appointed by the Association and two persons appointed by Management. The Adjustment Board is empowered to call City employees as witnesses Within the context of Step IV, the Adjustment Board will have the same powers and limitations to settle grievances as an arbitrator of its meeting. Step IV. If the grievance is not resolved at Step IVII, the aggrieved employee may choose between final and binding resolution of the grievance through appeal to the City Manager 51 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 or through appeal to final and binding grievance arbitration. For the term of this Memorandum of Agreement Appeals to final and binding arbitration may be processed e _ only with Association approval. All Step IV appeals must be filed in writing at the Human Resources Department Office within ten working days of receipt of the Step I II responsetho Adjustment Board's disposition under Step IV. If the aggrieved employee elects final and binding resolution by the City Manager, the City Manager will choose the methods he or she considers appropriate to review and settle the grievance. The City Manager shall render a written decision to all parties directly involved within ten working days after receiving the employee's appeal. If the aggrieved employee elects final and binding arbitration in accordance with this provision, the parties shall mutually select an arbitrator. In the event the parties cannot agree on an arbitrator, they shall mutually request a panel of five arbitrators from the California State Conciliation Service or from the American Arbitration Association if either party objects to the State Conciliation Service, and select an arbitrator by the alternate strike method. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this Memorandum of Agreement and such Merit System Rules, regulations, policies, procedures, City ordinances, resolutions relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances appealed to the arbitrator. The arbitrator shall be without power to make any decision: (1) Regarding matters of interest. (2) Contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum of Agreement. (3) Granting any wage increases or decreases. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of this Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and criteria set forth in this section and without regard to the merits of the grievance. If the issue is held to be arbitrable, the arbitration proceedings will be recessed for up to five working days during which the parties shall attempt to resolve the grievance. If no resolution is reached, the arbitrator will resume the hearing and hear and resolve the issue on the merits. 52 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Copies of the arbitrator's decision shall be submitted to the City, the aggrieved employee and the Union. All direct costs emanating from the arbitration procedure shall be shared equally by the City and the aggrieved employee or the Association. Section 39. Bulletin Boards and Telephones The Association shall have access to existing bulletin boards in Unit employee work areas and to the City e-mail and voice mail systems for the purpose of posting notices or announcements including notices of social events, recreational events, membership meetings, results of elections and reports on minutes of Association meetings. Any other material must have prior approval of the Police Chief. Action on approval will be taken within 24 hours of submission. Emails sent for Association business shall be copied to the Human Resources Director at distribution. City telephones may be used for Association business so long as there is no disruption of work and all toll or message unit calls are charged to the Association credit card. Section 40. Access to Association Representatives Representatives of the Association are authorized access to City work locations for the purpose of conducting business within the scope of representation, provided that no disruption of work is involved and the business transacted is other than recruiting of members or collecting of dues, and the representative must notify the Human Resources Department office prior to entering the work location. Section 41. Meeting Places The Association shall have the right to reserve City meeting and conference rooms for use during non -working hours. Such meeting places will be made available in conformity with City's regulations and subject to the limitations of prior commitment. Section 42. Voluntary Leave Program: (a) The City of Palo Alto has established a Peace Officer Voluntary Leave Program to provide members of the Palo Alto Peace Officers' Association, Incorporated (hereafter referred to as "PAPOA") the opportunity to donate their accrued vacation time to assist fellow members of PAPOA either due to: (a) an employee's own verifiable non -industrial catastrophic illness or injury (as defined herein) or (b) in order to care for a member of the employee's immediate family (spouse, child, parent or registered domestic partner suffering from a verifiable catastrophic illness 53 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 or injury) and have exhausted or will presently exhaust all of their paid leave. In order to be eligible to receive donated leave, an employee must have a catastrophic illness or injury or an employee's immediate family member must have a catastrophic illness or injury that requires the employee to provide full-time care for this family member. Care will be taken to emphasize the voluntary nature of the plan and to insure confidentiality of employee participants and medical conditions (where applicable). A Polieace Officer Voluntary Leave Sharing Program has been established to accept donations of vacation in accordance with the Program's guidelines. All donations shall be: 1. Voluntary 2. Irrevocable 3. Confidential, unless disclosure is required by law 4. In whole hour increments of at least (4) hours, with hours donated being converted to donee hours based on the donee's salary rate (so that there will be no cost to the City due to salary differential) 5. The employee shall be required to exhaust all other types of leave to request donated leave 6. It is understood that employees seeking or receiving leave under this program will apply for long-term disability benefits for which they may be eligible 7. Where any of the period during which an employee receives donated leave is designated as family leave under the California Family Rights Act (CFRA) or Family Medical Leave Act (FMLA), the employee will be eligible for continuation of medical and other available benefits during that family leave period (for up to 12 weeks), in accordance with the requirements of those laws. If the employee receiving donated leave is not eligible for CFRA/FMLA benefit continuation, or after the employee has exhausted the available CFRA/FMLA leave period, the employee will need to pay the premiums for continued medical and other available benefits if the employee chooses to continue such coverages through the City. 8. If the donation request is based on the need for an employee to care for an immediate family member, as defined above, the family member must require full-time care by the employee. Certification of this requirement by a health care professional is required. 9. The maximum donated time a donee may receive is 12 months (if available). 10. Applications to donate leave or receive leave under this Program are made to the Human Resources Department. 11.This is a pilot program and is subject to cancellation by either party. 54 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 PAPOA members interested in donating leave or in applying to receive donated leave shall complete forms provided by the Human Resources Department. If an applicant for leave is found to meet the criteria set forth herein, Human Resources will determine the availability of and (as applicable) allocation of donated paid leave. Payroll will be notified in writing of the number of hours to be deducted from each donating employee's vacation balance and transferred to the donee employee(s). (b) The City reserves the right to modify or terminate this program at any time. (c) Catastrophic Illness or Injury (also referred to as "medical emergency" in Revenue Ruling 90-29 and Sections 801(c) and 812 of the Merit Rules and Regulations): A non -occupational medical condition of an employee that will require the prolonged absence of the employee from duty and which will result in a substantial loss of income to the employee because the employee will have exhausted all paid leave available apart from the Voluntary Employee Leave Sharing Program. Non -disability postpartum leave as referenced in Merit Rule 801(b) shall not be considered a catastrophic illness or injury under this policy. (d) Nothing in this section precludes an Association member from utilizing or participating in the City's Voluntary Employee Leave Sharing Program. Section 43. Utilization of Reserves for Field Services Division Events (a) Management will determine staffing levels for each event. (b) Events for which the department receives reimbursement will be staffed by regular officers, except that in the event a sufficient number of regular officers are unavailable, reserve officers may be used. (c) Reserves may be used for the May Day Parade, Stanford University or NFL football games, park patrol, Black and White Ball, and supplemental patrol staffing in excess of levels set forth in the Field Services Staffing Levels general order. (d) Events, for which the department does not receive reimbursement, may be staffed in the ratio of two reserve officers to one regular officer. Reserves may be used in any situation where an insufficient number of regular officers are available. (e) Staffing for the University Avenue Street Fair will consist of no less than a 1:1 ratio of regular officers to reserve officers. 55 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 44. Overtime Meals for Investigative Services Division Effective July 1, 1996, for ISD personnel who are working authorized investigative overtime extending for a period either four hours after the conclusion of their normal work shift, or four hours prior to the beginning of the normal work shift, shall be entitled to reimbursement for the appropriate meal at the City per diem rate. The meal reimbursement shall also apply for any authorized investigative overtime on a weekend or holiday in excess of four hours. Section 45. Hiring Incentives Qualified lateral officers, who have a current basic or higher POST certificate, hired during the term of this agreement may upon City Manager approval: (a) Accrue vacation leave at a beginning rate equal to the rate they were earning at their previous employer, subject to a maximum of 160 hours per year with progression to higher accrual rates as provided in Section 27, Vacation Accrual; and (b) Begin their employment with the City with a sick leave balance not to exceed 96 hours. (c) Receive a $10,000 hiring incentive to be paid. Any future hiring incentive program will be discussed with the Association prior to implementation and the Department will reasonably consider any recommendations from the aAssociation regarding internal referral programs to be utilized in conjunction with that program. according to the following conditions and schedule: $5,000 upon completion of the first year of employment; $2,500 upon completion of the second year of cmployment; and $2,500 upon completion of the third year of employment. (d) Laterals returning to the Palo Alto Police Department must have been separated from the City for a minimum of 2 years to be eligible for this incentive program. 56 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 (e) Based on years of service, level of experience, and educational achievement, experienced lateral officers may receive a starting salary at any appropriate level within the "Police Officer" classification as deemed appropriate by the City Manager on recommendation of the Chief of Police. Section 46. Full Understanding (a) The Memorandum of Agreement contains the full and entire understanding of the parties regarding the matters set forth herein. (b) It is the intent of the parties that ordinances, resolutions, rules and regulations enacted pursuant to this Memorandum of Agreement be administered and observed in good faith. (c) Nothing in this agreement shall preclude the parties from mutually agreeing to meet and confer on any subject within the scope of representation during the term of this agreement. (d) Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federal legislation or by reason of State Supreme Court or U. S. Supreme Court ruling, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. (e) Prior Agreements & Side Letters: Upon Implementation of this agreement, all prior agreements and side letters become null and void. In any instance where internal department polices and/or practices are in conflict with this agreement, this agreement shall take precedence. (f) During the term of this Memorandum of Agreement, Management may propose certain changes in the City Merit System Rules and regulations. With regard to such changes which pertain to the representation unit, the parties agree to review, and upon request, meet and confer regarding the changes. 57 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Section 47. Printed Agreement The City will provide copies of the Memorandum of Agreement resulting from these negotiations in booklet form to all represented employees. Section 48. Duration Except as expressly and specifically provided otherwise herein for the retroactive application of a specific provision(s), this Memorandum of Agreement shall become effective upon ratification by both parties hereto and remain in effect through June 30, 2021 2018. EXECUTED: FOR: PALO ALTO PEACE OFFICERS' ASSOCIATION DocuSigned by: a ,,6' aFA,t stt, ti 5/24/2018 Alex Afanasiev DocuSigned by: 37920CCC9:204C0... Anthony Becker DocuSigned by: CCCJ317007A0047C._. Wayne Benitez 5/24/2018 5/24/2018 FOR: CITY OF PALO ALTO DocuSigned by: [—*ef 33C723oro2004DD_ James Keene, City Manager DocuSigned by i C✓l;L ,, � yN 5/30/2018 5/29/2018 617A7A8Br6B116B__ Rumi Portillo, Human Resources Director DocuSigned by: r 671-C66k-1BR-14@B Nick Raisch, Chief Negotiator Manager Employee Relations and Training 5/24/2018 58 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 City of Palo Alto and PAPOA July 1, 20184 —June 30, 202118 ,-DocuSigned by: a 5/24/2018 Aaron Su sn eiR219523652B43B DocuSigned by: ro 5/24/2018 6CV®"G°C" C12E.. Joel Hornung S : [_uocurgneooY t ftx %-D aln,lA, 5/24/2018 00A37CD443734P0_. Peter Hoffmann, Rains Lucia Stern, PC f DocuSigned by: (L�, „(Gs saw 5/24/2018 Charles a al ', k ssaeoare,. , ounsel Sloan Sakai Yeung & Wong, LLP pDocuSigned-ocll by: ath, ()OA 5/24/2018 9CO3DACAD:0,40Y_. Patty Lum, Assistant Chief of Police DocuSSigned by: • paw CA.SLAla 5/24/2018 7FAQARP11577ARP Peter Castelino, Human Resources Technician 59 DocuSign Envelope ID: A57A4879-DA5F-4292-A137-B9BAABDAFB63 1 1 City of Palo Alto and PAPOA July 1, 20184 — June 30, 202118 Updated Salary schedule to be added 60 CITY OF PALO ALTO Palo Alto Peace Officers' Association Memorandum of Agreement July 1, 2018 -June 30, 2021 TABLE OF CONTENTS City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 PREAMBLE 1 Section 1. Recognition 1 Section 2. No Discrimination 1 Section 3. Association Security 2 Section 4. Payroll Deduction 2 Section 5. No Strikes 2 Section 6. Probationary Period 3 Section 7. Salary Provisions 4 Section 8. Night Shift Differential 8 Section 9. Paid Holidays 8 Section 10. Working Out of Class Pay 9 Section 11. Retention/Career Incentive Program (Special Compensation) 10 Section 12. Dependent Care Assistance Program 11 Section 13. Court Pay 11 Section 14. Health Plans 12 Section 15. Dental Benefits 14 Section 16. Life Insurance Benefits 15 Section 17. Effective date of Coverage for New Employees 15 Section 18. Retirement Benefits 15 Section 19. Retirement Medical Plan 17 Section 20. Psychological Counseling Program 19 ii City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 21. Uniforms 19 Section 22. Work Schedule 20 Section 23. Overtime Pay and Compensatory Time Off 33 Section 24. Overtime Sign -Up 34 Section 25. Jury Duty 35 Section 26. Vacation Accrual 35 Section 27. Use of Vacation 36 Section 28. Vacation Pay at Termination 38 Section 29. Vacation Benefits for Deceased Employees 38 Section 30. Effect of Extended Military Leave 38 Section 31. Sick Leave 38 Section 32. Leaves of Absence Without Pay 41 Section 33. Leave of Absence With Pay 42 Section 34. Reduction in Force 43 Section 35. Agents 43 Section 36. Commute Incentives and Parking in Civic Center Garage 43 Section 37. Disciplinary Action and Unsatisfactory Work or Conduct 44 Section 38. Grievance Procedure 46 Section 39. Bulletin Boards and Telephones 49 Section 40. Access to Association Representatives 50 Section 41. Meeting Places 50 iii City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 42. Voluntary Leave Program: 50 Section 43. Utilization of Reserves for Field Services Division Events 52 Section 44. Overtime Meals for Investigative Services Division 52 Section 45. Hiring Incentives 52 Section 46. Full Understanding 53 Section 47. Printed Agreement 54 Section 48. Duration 54 iv City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 MEMORANDUM OF AGREEMENT CITY OF PALO ALTO and PALO ALTO PEACE OFFICERS' ASSOCIATION July 1, 2018 - June 30, 2021 PREAMBLE This Memorandum of Agreement is pursuant to and subject to Sections 3500-3510 of the Government Code of the State of California, the Charter of the City of Palo Alto, and the City of Palo Alto Merit System Rules and Regulations. (This Memorandum of Agreement made and entered into at Palo Alto, California, by and between the City of Palo Alto, a municipal corporation (hereinafter referred to as "City") and the Palo Alto Peace Officers' Association, Incorporated, a California corporation (hereinafter referred to as "Association"), is intended to define agreements reached during the meet and confer process concerning wages, hours, working conditions, and other terms and conditions of employment for the represented group of employees. Section 1. Recognition The City recognizes the Association as the exclusive representative of an employee group consisting solely of Police Officer Trainees, Police Officers, Police Agents, and Police Sergeants who are regularly employed by the City and others who might be amended into the representation unit from time to time under existing law and the Merit System Rules and Regulations. Section 2. No Discrimination (a) The Association and the City hereby agree that there shall be no discrimination because of race, color, age, disability, sex, sexual orientation, national origin, political or religious affiliation, or any other protected classification as provided by applicable local, state or federal law. There shall be no discrimination in employment conditions or treatment of employees on the basis of membership or non -membership in the Association, or participation in the lawful activities of the Association. (b) The Association and the City hereby agree to protect the rights of all employees to exercise their free choice to join the Association and to abide by the express provisions of applicable State and local laws. 1 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 3. Association Security (a) When a person is hired in any of the covered job classifications, the City shall notify that person that the Association is the recognized bargaining representative for the employee in said Unit and give the employee a current copy of the Memorandum of Agreement. (b) If there is no disruption of work, members of the Association Board of Directors may use a reasonable amount of on -duty time without loss of pay to attend to Association business specifically related to representation of employees. Such release time must be cleared in advance by the appropriate division manager who is a member of management. For purposes of this section, representation shall include: (i) (ii) Meetings with represented employees or management related to a grievance or disciplinary action, including investigation and preparation time. A meeting with management related to benefits, working conditions or other terms and conditions of employment. Section 4. Payroll Deduction The City shall deduct Association membership dues and any other mutually agreed upon payroll deduction from the bi-weekly pay of member employees. The dues deduction must be authorized in writing by the employee on an authorization card acceptable to the City and the Association. The City shall remit the deducted dues to the Association as soon as possible after deduction. Section 5. No Strikes The Association, its representatives, or members, shall not engage in or cause, instigate, encourage, sanction, or condone a strike, withholding of services, concerted abuse of leave of absence provisions, work stoppage or work slowdown of any kind. No employee shall refuse to cross any picket line in the conduct of Police Department business, nor shall the Association, its representatives, or members discriminate in any way toward anyone who refuses to participate in a strike, or any of the job actions cited above. 2 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 6. Probationary Period (a) The probationary period for new employees entering the classifications of Police Academy Trainee or Police Officer shall end 12 months following the successful completion of Police Academy training. The probationary period for lateral entry positions, where Police Academy training is waived, shall be 12 months. In the event a probationary employee is absent for a period exceeding one -hundred and twenty (120) hours during the probationary period, probation will be extended by an equivalent number of duty hours. (b) The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a new employee to the position and for rejecting any probationary employee who in the opinion of management is not suitable to attain permanent status. (c) During the probationary period a new employee may be terminated at any time by the appointing authority without cause. The existence of cause for termination shall not be arbitrable. Probationary employees shall not be terminated for reasons that violate Section 2. No Discrimination, of this Agreement, or for reasons that are unconstitutional or unlawful. (d) Probationary Period for New Supervisors (1) The probationary period for newly promoted Agents and Sergeants shall end 12 months from the effective date of the promotion, excluding time off due to any unscheduled absence or leave. (2) The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a newly promoted employee to the position and for rejecting any newly promoted probationary employee who in the opinion of management is not suitable to attain permanent status in the newly promoted rank. 3 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (3) During the 12 month promotional probationary period the newly promoted employee shall be evaluated by his/her direct supervisor on a quarterly basis. (4) Any on -going and/or significant perceived deficiencies in the probationary employee's work performance or supervisory aptitude shall be promptly communicated to the employee. When appropriate, the employee shall be provided with additional training and given opportunities to demonstrate their performance in response to the training. Such perceived deficiencies, any related training, and performance improvement or lack of response to training shall be documented by the employee's supervisor and recorded in the employee's quarterly evaluation for the quarter(s) in which the matter was addressed. (5) During the promotional probationary period, a newly promoted employee may be demoted to their previous rank at any time by the appointing authority if the employee demonstrates a lack of suitability for the newly promoted position. The demotion shall be based upon deficiencies in the performance or aptitude that have been addressed and documented as outlined in subsection (5). The existence of cause for demotion shall not be arbitrable. Promotional probationary employees shall; not be demoted for reasons that violate Section 2 of the Memorandum of Agreement, No Discrimination; or for reasons that are unconstitutional or unlawful. (6) In the event that management elects to demote an employee during his or her probationary period, pursuant to subsection (6), the affected employee may request a hearing with the Chief of Police. The hearing shall be held promptly and prior to the intended effective date of demotion, so as to afford the employee with a meaningful and timely opportunity to respond to the stated reason(s) for demotion. Section 7. Salary Provisions (a) General Salary Increase. Effective the first full pay period following adoption of this MOA by City Council, salary ranges of all represented classifications will be increased by three percent (3%). (b) Equity Adjustment: Effective the first full pay period following adoption of this MOA by City Council, salary ranges of all represented classifications will be increased by one and three quarters percent (1.75%). 4 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (c) General Salary Increase. Effective the first full pay period folllowing July 1, 2019 salary ranges of all represented classifications will be increased by threepercent (3%). (d) Equity Adjustment: Effective the first full pay period followingJuly 1, 2019, salary ranges of all represented classifications will be increased byforty five one hundredths of a percent (0.45%). (e) General Salary Increase. Effective the first full pay period following July 1, 2020, salary ranges of all represented classifications will be increased by three percent (3%). (f) (g) Total Compensation and Survey Database. Management and the Union have agreed to a compensation survey database structure. Survey Cities include: Alameda, Berkeley, Concord, Fremont, Hayward, Milpitas, Mountain View, Redwood City, San Leandro, San Mateo, Santa Clara, Vallejo, and Walnut Creek. Compensation Criteria includes: top step salary, maximum longevity, maximum education/POST, uniform allowance, holiday pay, deferred compensation, employee pick up of employer pension costs (Negative EPMC), and maximum City paid benefits (medical, dental, vision, life insurance, LTD, and EAP). The database is intended to provide one source of information concerning how the compensation paid to employees in bargaining unit job classifications compares to that paid by other employers. Salary Steps & Ranges (Eligibility) New officers attending the basic police academy will be compensated at the "Police Trainee" level. Academy Graduates and Lateral Officers with less than two years experience will be compensated at the "Police Officer" "Step 1" Level or higher. Jr. First Class Exam: Officers become eligible to take the exam anytime after they complete the Field Training Program. However, the pay increase will not become effective until they have successfully completed the test and have been with the department for a year from the academy graduation (Laterals a year from hire date). For employees hired prior to July 1, 2018, the pay increase for Jr. First Class is compensated at the "Police Officer" "Step 4" level (Approximate 5% Increase). For employees hired on or after July 1, 2018, the pay increase for Jr. First Class is one step on the salary schedule (approximate 5% increase), no higher than Step 4. 5 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 First Class Exam: Officers become eligible to take the exam any time after they have successfully completed the Jr. First Class Exam. However, the pay increase will not take effect until one year from the date of the merit increase for the Jr. First Class exam. (Lateral officers' pay increase may be effective one year from the date of hire) For employees hired prior to July 1, 2018, the pay increase for First Class is compensated at the "Police Officer" "Step 5" Level (Approximate 5% Increase). For employees hired on or after July 1, 2018, the pay increase for First Class is one step on the salary schedule (approximate 5% increase), no higher than Step 5. Effective the first full pay period following adoption of this MOA by City Council, the City will Implement a new step 6 following the same percentage difference as steps 1-5. Employees with one (1) year or more of service with the City of Palo Alto at Step 5 will be moved to Step 6. (h) POST Certificate/Incentives Basic Post: Officers become eligible upon completion of their probationary period. The certificate must be obtained within 18 months of hire date. (No Salary Increase) Intermediate POST: Employees that qualify for the Intermediate POST certificate will be compensated at the corresponding salary schedule (e.g., "Police Officer/Inter"), effective the first full pay period after the employee provides proof of submission of the required paperwork to POST (approximate 5% increase). Advanced POST: Employees that qualify for the Advanced POST certificate will be compensated at the corresponding salary schedule (e.g., "Police Officer/Adv"), effective the first full pay period after the employee provides proof of submission of the required paperwork to POST (approximate 2.5% increase). Employees are responsible for contacting Personnel & Training in order to arrange taking tests and application for POST certificates. (i) Special assignment premium pay Effective with the pay period including July 1, 2001, biweekly premium pay for employees assigned to the indicated specialties will be as follows: 6 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Field Training Premium: 5% of base pay per pay period. Applies to management -assigned Officers and Agents and Traffic Team members during each pay period in which they provide training to police recruits, Community Service Officers or Level 11 reserve officers who are working on their Level I certificate. Applies to management -assigned FTO Sergeants during each pay period in which they supervise assigned FTO Officers or Agents who are actively training police recruits, Community Service Officers or Level II reserve officers who are working on their Level I certificate. K-9 Program Premium: 5% of base pay per pay period, Effective January 1, 2008, K-9 Officers/Agents shall receive 5% of base pay per pay period to compensate for the time spent by the K-9 Officer/Agent outside regularly scheduled work hours to feed, groom, house, exercise, attend to the medical and dental needs of and otherwise maintain the dog. Bilingual Premium: 5% of base pay per pay period. Applies to representation unit employees certified by management as proficient in other languages as outlined below. (i) Approved Languages Spanish, Chinese (Mandarin and Cantonese), Japanese, Tagalog, Korean, Vietnamese, Russian, American Sign Language, and such other languages as determined by management. (ii) Proficiency Requirements Officers, Agents, and Sergeants who pass a basic "first responder" proficiency test administered by a professional linguist w ill be eligible for bilingual pay. This proficiency test will be a one time test to ensure the candidate has the ability to verbally communicate (with the exception of American Sign Language) as a first responder in the selected Language. First responder proficiency will include, but is not limited to, the ability to take basic crime and accident reports; issue a citation and explain the court process; complete a field interview card; give directions; give a Miranda admonition; and generally be able to communicate with a non - 7 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 English speaking person in need of basic police services. Study material will be provided by the City to all employees to assist in test preparation. (iii) Testing Process In order to best accommodate the wide range of languages, proficiency testing will be conducted by professional linguists outside the Police Department that have been agreed upon by the Association and Management. A basic first responder proficiency exam has been developed based upon the needs of the organization. The City will pay for the initial test for each employee. Employees who do not pass the initial test may retest as many times as necessary. However, subsequent tests will be at the employee's expense. Section 8. Night Shift Differential (a) Night shift differential shall be paid at the rate of 5% to all FSD personnel for all hours worked between 6:00 p.m. and 8:00 a.m. (b) All employees covered under Section 23(d) working a regular shift between 7:00 a.m. and 7:00 p.m. shall receive 5% night shift premium for hours worked between 7:00 p.m. and 7:00 a.m. Vacation and administrative leave pay for employees who regularly work night shifts shall include appropriate night shift premiums, relating to night shift hours regularly worked. Shift adjustment hours for employees who regularly work the 4-11 work schedule shall include the appropriate night shift premium based on the percentage of usual night shift hours worked to regular hours. Section 9. Paid Holidays (a) All represented employees on leave of absence without pay shall not receive in -lieu holiday accrual during such leave, or any compensation for holidays occurring during such leave. (b) Effective with the pay period following adoption of this MOA, employees shall not receive paid holidays, but in lieu thereof shall receive 3.462 hours straight time pay each full pay period that they are in paid status, to a maximum payment of ninety 8 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (90) hours per year. Holiday hours will be pro -rated for employees in paid status a portion of a pay period. In -lieu hours may be taken as pay or time off. Eligible employees will elect, at the beginning of each fiscal year, the manner in which the in -lieu hours will be taken. Hours under this provision will accrue each pay period while in a pay status and will be paid semi-annually in June and December. If time off is elected under this provision, such time off may be taken to the maximum of current accrual balances and subject to management scheduling approval. Employees working non -field services assignments shall be eligible to use accrued holiday time for any of the following recognized City holidays: January 1 Third Monday in January Third Monday in February Last Monday in May July 4 First Monday in September Second Monday in October November 11 Thanksgiving Day Day after Thanksgiving Day December 25 Either December 24 or December 31, see below Additionally, effective with the pay period following adoption of this MOA, in lieu of restoring Holiday pay to 120 hours, salary ranges of all represented classifications will be increased by 1.44%. Section 10. Working Out of Class Pay Officers, Agents and Sergeants working out of class for a period of four or more consecutiveshifts) shall be compensated with the following premium pay; Officers and Agents working as an Acting Sergeant: 7% of base pay for all shifts Sergeants working as an Acting Lieutenant: 10% of base pay for all shifts Agents, and Sergeants fulfilling the role of an Acting Sergeant and/or Acting Lieutenant for individual shifts and/or a number of hours within a shift, shall not receive additional 9 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 compensation. Periodically working in this capacity shall be deemed a basic duty within an employee's job description. In accordance with Government Code 20480, an employee assigned to work in an out -of - class appointment may not exceed 960 hours worked in the appointment within a fiscal year if the employee is appointed to an upgraded position or higher classification that is vacant during recruitment for a permanent appointment. This limitation does not apply to a position that is temporarily available due to a leave of absence. Section 11. Retention/Career Incentive Program (Special Compensation) (a) Retention/Career Incentive Program On July 1, 2007 the City will initiate a Retention/Career Incentive Program. It is recognized that hiring, training, and retaining qualified law enforcement personnel is becoming increasingly difficult, time consuming, and very expensive. This program is designed to provide greater incentives for hiring new employees, retaining long- term employees, and attracting quality lateral candidates from other law enforcement agencies. This program will provide special compensation in the form of premium pay at various levels as employees reach different career milestones. Both parties acknowledge that in the 2007 negotiations, the cost of the program was partially offset through salary and/or benefit reductions agreed to elsewhere in this Memorandum of Agreement. All employees with more than 10 years of service shall receive special compensation in the form of retention pay at 3% of straight time base pay. All employees with more than 15 years service shall receive special compensation in the form of retention pay at 6% of straight time base pay. Maximum under this provision is 6%. As an incentive to recruit and hire lateral law enforcement personnel from other agencies, the following shall apply. At the Chiefs discretion, up to 5 years of full time law enforcement service may be counted towards the years of service outlined above. Special Compensation/Retention Pay outlined in the Retention/Career Incentive Program shall be deemed PERSable for the purpose of income and retirement however will not be a factor when calculating "MOU" (non-FLSA) overtime compensation. 10 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 12. Dependent Care Assistance Program and Medical Flexible Spending Accounts. The City will provide a Dependent Care Assistance Program (DCAP) and Medical Flexible Spending Account (FSA) for employees according to the provisions of the Federal Economic Recovery Act of 1981, Code Sections 125 and 129. With the exception of matters within the City's sole control (e.g., establishment of the FSA), all matters related to the FSA shall be excluded from the MOA grievance procedure. Disputes regarding the administration of the plan shall be subject to the dispute resolution procedure provided by the plan document. The FSA will be available to representation unit employees effective January 1, 2019, and remain in effect subject to a reasonable minimum participation level and availability of third - party administrative services at a reasonable cost. Section 13. Court Pay Sworn Police Personnel appearing in court or in an administrative forum in the course and scope of their normal duties will be compensated according to the following: Period Rate Minimum (a) Scheduled day off. Time and one-half 4 hours (b) During scheduled shift or immediately preceding or following a shift Straight time during shift. Time and one-half for period before or after scheduled shift. None (c) Appearance on a scheduled work day by employees of Team #3 (prior to 12 p.m.) Time and one-half 3 hours (d) Appearance on a scheduled work day by employees of Team #4 or Team #5 Time and one-half 3 hours 11 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (e) All other court Time and one- half 3 hours appearances Section 14. Health Plans (a) PEMHCA Health Plan During the term of this contract, the maximum City contribution towards medical premiums for eligible full time employees per employee category shall be up to a maximum of the following for any plan: Medical Premium Category PEMHCA Contribution* (inclusive PEMHCA contribution) effective from time of ratification through December 31, 2018 Total Maximum City Contribution of Total Maximum City Contirbution (inclusive of PEMHCA contribution) effective Janaury 1, 2019 Employee Only Employee plus one Employee Family $133.00 $133.00 $133.00 $804 $1606 $2088 $840 $1680 $2180 The City's total maximum contribution towards medical premiums for eligible part time employees shall be prorated based on the number of hours per week the part- time employee is assigned to work. 12 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 *PEMHCA minimum changes annually. Any increases to the PEMHCA minimum during the term of this contract will result in a corresponding decrease to the amount of the additional City contribution, so that the total maximum City contribution never exceeds the amount listed in the "Total Maximum City Contribution" columns above. If the State of California or federal government requires the City to participate and contribute toward coverage under any medical plan outside of PEMHCA including but not limited to the Affordable Care Act, the City's total liability for enrolled employees and retirees and their eligible family members shall not exceed what the City would have paid toward PEMHCA coverage in the absence of such state or federal plan. The parties will meet and confer over the impact of such change on matters within the scope of representation before implementing any change. (b) Vision Care The City will offer vision care coverage for employees and dependents. Coverage is equivalent to $20 deductible Plan A under the Vision Service Plan, with monthly premiums paid by the employer. Dependents will include domestic partners, as defined under Section 14 (c). (c) Active Employee Domestic Partners Active employee domestic partners whose domestic partnership is registered with the State of California may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State. Active employee domestic partners whose domestic partnership is not registered with the State, but who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department, will be eligible for a stipend of two hundred eighty four dollars ($284.00) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for stipend. (d) Alternative Medical Benefit Program If a regular employee and/or the employee's dependent(s) are eligible for and elect to receive medical insurance through any other non -City of Palo Alto employer - sponsored or association -sponsored medical plan, the Employee may choose to waive his/her right to the City of Palo Alto's medical insurance and receive cash payments in 13 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 the amount of two hundred eighty four dollars ($284) for each month City coverage is waived. Examples of waivers eligible for this payment are: • Employee waives all applicable City medical coverage; or • Employee is eligible to enroll his or her spouse or domestic partner and waives medical coverage for the spouse or domestic partner; or • Employee has additional eligible dependents and waives family -level medical coverage. Participation must result in a health insurance cost savings to the City and payments per employee shall not exceed a total of two hundred eighty four dollars ($284.00) per month. To participate in the program the employee and dependents must be eligible for coverage under PEMHCA medical plans, complete a waiver of medical coverage form, and provide proof of eligible alternative medical coverage. Payments will be made in the employee's paycheck beginning the first month following the employee's completion of the waiver form. Payments are subject to state and federal taxes and are not considered earnings under PERS law. Employees are responsible for notifying the City of any change in status affecting eligibility for this program (for example, life changes affecting dependent's eligibility for medical coverage through the employee) and will be responsible for repayment of amounts paid by the City contrary to the terms of this program due to the employee's failure to notify the City of a change in status. (e) Dual Coverage When a City employee is married to another City employee each shall be covered only once (as an individual or as a spouse of the other City employee, but not both) and dependent children, if any, shall be covered by only one spouse Section 15. Dental Benefits (a) The City will maintain the present level of benefits on the City -sponsored dental program for current employees and their dependents, except that the maximum benefits per calendar year shall be $2,000 effective in 1988. Dental Coverage shall include composite (tooth colored) fillings for all teeth. (b) The City provides a 50% of reasonable charges, $2,000 lifetime maximum orthodontic benefit for representation unit employees and their dependents. 14 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (c) Dependents will include domestic partner, as defined under Section 14 (c). (d) Dental implants in conjunction with one or more missing natural teeth, and removal of dental implants will be covered as a Major Dental Service at 50% usual, customary and reasonable (UCR). Section 16. Life Insurance Benefits The City agrees to continue the basic life insurance plan as currently in effect for the term of this Memorandum of Agreement. Section 17. Effective date of Coverage for New Employees For newly hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, and life insurance plans if these benefits are elected. Section 18. Retirement Benefits (a) Safety Pension Group A: "3% at 50" Safety Retirement The City will continue the present benefits under the Public Employees' Retirement System (PERS) "3 percent at 50" (3% @ 50) Retirement Formula per California Government Code §21362.2 for employees hired before the effective date of the "3 percent at 55" (3% @ 55) formula for new hires as described herein. The final year compensation for employees hired under the 3% at 50 formula will continue to be the "single highest year" or the highest average annual compensation earnable by the member during one (1) year of employment immediately preceding retirement or the one-year period otherwise designated by the member (Government Code 20042). Current employees continued to be covered under Government Code 20692, Employer Paid Member Contribution, to the extent there is a City paid member contribution in the final year. (b) Safety Pension Group B: 3% at 55 Safety Retirement Effective December 7, 2012, the City amended its contract with CaIPERS to provide employees hired on or after that date who are not "new members" of CaIPERS as defined in the Public Employees' Pension reform act (often referred to as "Classic" CaIPERS members) with the CaIPERS retirement formula three percent of final salary at age 55 (3% at 55), with the final salary determination for such employees of 15 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 "three highest consecutive years" based on the highest average annual compensation earnable by the member during three (3) consecutive years of employment immediately preceding retirement or the three year period otherwise designated by the member (Government Code Section 20037). This new tier also eliminated Section 20692, Employer Paid Member Contribution. (c) Safety Pension Group C: 2.7% at Age 57 Safety Retirement Employees hired on or after January 1, 2013 meeting the definition of "new member" under the Public Employees' Pension Reform Act (Gov't. Code s. 7522 et seq.) shall be subject to all of the provisions of that law, including but not limited to the two point seven percent at age 57 (2.7%@57) retirement formula with a three year final compensation period. (d) Employee Share of PERS Contribution Employees in all sworn represented classes in Pension Groups A and B described above will make a 12% PERS member contributions by payroll deduction. Employees in all sworn represented classes in Pension Group C described above shall pay the employee contribution required by the Public Employees' Pension Reform Act, currently calculated at fifty percent (50%) of the normal cost, plus an additional 3%. Trainees will pay the same employee contribution as miscellaneous members while attending Basic Academy (see section (g) below). The City will continue to provide for member contributions to be made as allowed under the provisions of IRS Code §414(h)(2). (e) Additional Employee PERS Contributions • Effective the first full pay period following July 1, 2019 or as soon as administratively possible, all employees regardless of pension formula in this unit shall contribute an additional 0.5% to the Employer share of pension for a total of 3.5% contribution toward the Employer share of pension. (Total Employee contribution will be 12.5% for Classic; 50% of Normal Cost plus 3.5% for PEPRA.) • Additional contributions will coincide with the City amending its contract with CaIPERS to reflect these changes. However, should CaIPERS delay or the 16 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Association fail to approve the CaIPERS amendment required to incorporate the additional 0.5% contribution, the City may implement the additional 0.5% effective July 1, 2019 without a contract amendment., and additional employee PERS contributions under CaIPERS 20516 will be provided on a pre-tax basis to the extent allowable by law. (f) 457 Deferred Compensation Plan Effective the first full pay period following July 1, 2019 all employees who are classified as "New Members" by PERS or "Group C' by the MOA will receive $50 per month contributed into their 457 deferred compensation plan. Eligible employees must have an active 457 plan in order to receive City contirbutions. 1959 Survivor Benefit (g) The City will continue to provide the basic level (Level 1) of 1959 Survivor Benefit to eligible employees in accordance with California Government Code §21571. Military Service Credit The City's contract with the Public Employees' Retirement System provides for Section 20930.3, Military Service Credit as Public Service. (h) Retirement Privileges All retired employees and spouses of deceased employees shall have residential privileges at City libraries, refuse disposal area, golf course, and swimming pools. (i) PERS Status While in Basic Academy. While an employee is attending Basic Academy, he or she shall participate in the City's PERS Miscellaneous Employee retirement plan with the same employee and employer contribution rates as applies to Miscellaneous City employees represented by SEIU (classified unit). When the employee successfully completes Basic Academy and is sworn in by the Police Chief, he or she shall prospectively participate in the PERS Safety Employee retirement plan. Section 19. Retirement Medical Plan 17 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (a) Retiree Medical Coverage - Employees hired before January 1, 2006 who have not voluntarily elected to participate in the Retirement Healthcare Benefits provided in Government Code section 22893: Monthly City -paid premium contributions for a retiree -selected PEMHCA optional plan will be made in accordance with the Public Employees' Medical and Hospital Care Act Resolution for employees who retire on or before December 31, 2007. Effective March 1, 2009, for an employee retiring on or after that date, the City will pay up to the monthly medical premium for the second most expensive plan among the existing array of plans during the Agreement term. Effective April 1, 2015, for an employee retiring on or after that date, the City contribution shall be the same contribution amount it makes for active City employees. The parties mutually agree that the benefits provided in this paragraph for employees retiring on or after April 1, 2015 will fluctuate from time to time based on the City's contributions to health care for active employees. Accordingly, Association members who retire on or after April 1, 2015 and have not elected to participate in the Retirement Healthcare Benefits provided in Government Code section 22893, do not maintain a vested interest in any particular contribution by the City above the amount required under the PEMHCA. (b) Retiree Medical Coverage - Employees who voluntarily elect to participate in Government Code section 22893, and all Employees hired on or after January 1. 2006: The CaIPERS vesting schedule set forth in California Government Code § 22893 will apply to all Association members hired on or after January 1, 2006, and employees hired prior to January 1, 2006 who voluntarily elect to participate in the Retirement Healthcare Benefits provided in Government Code § 22893. Under this law, an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five (5) of those years were performed with the City of Palo Alto. After ten (10) years of service credit, each additional year of service credit will increase the employer contribution percentage by 5% until, at twenty (20) years' service credit, the employee will be eligible upon retirement for 100% of the specified employer contribution. However, the maximum contribution for family members will be 90% of the specified employer contribution. Notwithstanding any other term of this section, the City of Palo Alto's health premium contribution for employees hired on or after January 1, 2006, and employees who voluntarily elect to participate in Retirement Healthcare Benefits provided by Government Code § 22893, will be the minimum 18 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 contribution set by CaIPERS under California Government Code § 22893 based on a weighted average of available health plan premiums. Section 20. Psychological Counseling Program The psychological counseling program currently in effect shall be continued. The program shall provide 24 -hour emergency counseling by independent professional consultants. Section 21. Uniforms (a) The City will supply complete uniforms to all sworn personnel. All uniform items are the property of the City. One complete uniform consists of: (1) three pair of trousers, (2) three short -sleeved shirts with patches and zippers if desired, (3) three long-sleeved shirts with patches and zippers if desired, (4) three cotton or two synthetic fiber turtleneck shirts, (5) hat, (6) duty jacket with patches, (7) necktie, and (8) rain gear. (b) At the time of initial employment, every sworn employee will be issued one complete uniform. Uniform items will be replaced on an as -needed basis subject to verification by management. (c) The City shall provide uniform cleaning for sworn representation unit personnel. (d) Personnel are accountable for all uniform items issued to them. If a particular item is lost or damaged due to employee negligence, the employee will be required to reimburse the City for value of the item(s) lost or damaged. (e) The City shall reimburse employees for the full cost of job -related safety boots up to $400 per fiscal year. The City will make the reimbursement only upon proof that the previous boots have become unserviceable due to wear or damage and upon verification of such purchase by the employee. (Job -related safety boots shall mean well -constructed, high topped boots that provide full ankle and foot support, which are selected from list agreed to by Management and the Association.) All Department -provided safety boots shall be purchased through this program. Employees are responsible for the full cost of any low -top, black shoes that are worn with the uniform. 19 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 22. Work Schedule (a) Field Services Division 4/11 Schedule The patrol schedule will have two sides, "A -Side" and "B -Side." There will be ten patrol teams each supervised by a Sergeant or Acting Sergeant under the management of patrol lieutenants. Five Patrol teams will work an "A" schedule and five Patrol teams will work a "B" schedule. Patrol officers, agents, and sergeants will report for duty promptly at the designated times for each team. Patrol team schedules are as follows. Patrol Division Team Schedules A -Side B -Side Team 1A 0500 to 1600 Team 1B 0500 to 1600 Team 2A 0700 to 1800 Team 2B 0700 to 1800 Team 3A 1400 to 0100 Team 3B 1400 to 0100 Team 4A 1800 to 0500 Team 4B 1800 to 0500 Team 5A 2000 to 0700 Team 5B 2000 to 0700 Team's 2A, 3A, and 4A are designated as field training teams. (1) 4/11 Work Schedule The work schedule will be based on an eight (8) day cycle with each employee working four (4) consecutive days on and having four (4) consecutive days off. The eight (8) day cycle will advance the employee's workdays and days off within the calendar week one day every cycle. The overall cycle repeats itself every eight (8) weeks. Over the course of a year (26 pay periods) each employee works 182 eleven (11) hour regular patrol shifts totaling 2002 hours, 78 -hours short of the required fulltime 20 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 equivalent work year of 2080 hours. In the Patrol Division_and with the approval of the Patrol Captain, a maximum of two (2) paired "fixed days" schedules (4 Employees) may be established, at the employees' request. The regularly scheduled hours of work for such a position must cover the days off of the position with which it is paired. For example, one position could_have Sunday, Monday, and_Tuesday off while the other could have Thursday, Friday, and Saturday off. It shall be the responsibility of employees interested in a paired fixed day schedule to identify another employee who is willing to participate in the paired arrangement. If either employee or the Department desires to terminate a paired schedule once it is in effect, the employee or Department, as applicable, must give the other affected parties to the arrangement at least one (1) full pay period advance written notice. Resumption of the employees' participation in the normal rotation shall begin on the first day of the second full pay period following the date notice is delivered to the other parties. Employees on a fixed schedule will be required to attend the designated CPT (Continued Professional Training)_training days either on their regularly scheduled workday or on a day off. If they attend training on their regularly scheduled day off, they will be compensated by receiving an adjusted day off within the same pay period. Employees requesting a schedule different from the rotating 4/11 must submit their request in writing prior to the team selection process. The requests will only be considered on an extreme hardship basis The following hours and minimum staffing levels will be observed on both sides of the Patrol Division. During team overlaps, the combined staffing levels of the teams will serve to meet minimum staffing levels. 0700-2400 hours 0001-0300hours 0300- 0700 hours 1 Lieutenant/Sergeant 1 Sergeant/Agent 6 Officers/Agents 1 Lieutenant/Sergeant 1 Sergeant/Agent 5 Officers/Agents 1 Sergeant 5 Officers/Agents 21 Watch Commander Supervisor Watch Commander Supervisor Supervisor City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Under routine circumstances, personnel will be able to receive time off as long as minimum staffing numbers remain available for duty. Management may deny time off to maintain staffing greater than the minimum numbers outlined above. It's anticipated this will only occur in special situations where greater staffing is needed. (2) Designated CPT Training Days within the 4/11 Schedule: The 4/11 Schedule will have designated CPT training days and flexible training hours to make up the seventy-eight (78) hours necessary to complete a full work year. A training bank will be created for each employee on the 4/11 Schedule to track and monitor the use and balance of the 78 -hours. The training bank and its use are outlined in the next section. For CPT training days which require employees to travel outside the City of Palo Alto, an additional two (2) hours of training bank time will be made available to account for all travel time related to attendance at training. The Division Captain may authorize additional time on a case -by -case basis. Management will determine the number of designated CPT training days and stagger them throughout the year in order to avoid overtime insofar as possible. Designated CPT training days will be scheduled prior to the beginning of each shift year. Unless otherwise determined by the Department, there will be five (5) designated CPT training days each year. These training days will vary in duration but will in most cases be approximately eight (8) to ten (10) hours in duration. The exact number of designated CPT training days, their duration in hours, and the remaining flexible training bank time will be determined prior to shift change and vacation selection. If it's anticipated that the number of training days will vary in any given year, Management will notify and, on request, meet with PAPOA to consider any concerns the Association may have. Patrol personnel will not be permitted to take vacation on any one of these pre - designated CPT training days. The Division Captain may authorize an exception based on compelling circumstances. The course content and training provided on the designated CPT training days can vary from year to year to meet current and changing training needs. It will be the responsibility of the Personnel and Training Division to schedule and coordinate the training on designated CPT training days. Training days may be scheduled during daytime and/or nighttime hours to accommodate training needs. 22 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Sworn employees not on the 4/11 Schedule will be required to attend designated C.P.T. training days. Each of the training days will be broken into two (2) single day sessions for Patrol (A side and B side). It is anticipated that approximately fifty percent (50%) of the non -4/11 employees will attend one (1) of the two (2) days during each of the training cycles. If the nature and/or complexity of the training does not allow for a larger groups, multiple sessions can be scheduled on additional training days. (3) Flexible Training Hours This schedule results in seventy-eight_(78) hours that will be made up during the year through designated CPT training days and flexible training time. It is anticipated that approximately fifty (50) hours will be set aside each year for designated CPT training days (exact number to be determined each year). Once the hours set aside for designated CPT training days is established, the remaining hours shall be used for flexible training as follows. Employees on the 4/11 Schedule attending training on a day off or outside their normal shift shall use their available Flexible Training Bank hours (Non -CPT Hours) prior to using overtime. All Flexible Training Bank hours must be used prior to earning overtime. The only limitation on the use of these training hours is that no employee can exceed the one hundred seventy-one (171) hour FLSA limit in any twenty-eight (28) day cycle. The combination of regular work shifts, designated CPT training days, and flexible training time cannot exceed one hundred seventy-one (171) hours in any FLSA Cycle. Any hours worked over one hundred seventy-one (171) in a twenty-eight (28) day cycle are considered premiums hours and must therefore be paid at the overtime rate. The following is a list of some of the forms of training that could use hours from the bank; SWAT DRO Range Masters Quarterly Shoots FTO Meetings K-9 Sergeant's meetings FTO School 11550 School Radar School Supervisor school All other Training If an employee doesn't use his or her flexible training hours during the year, he or she will be required to make up the difference by either working extra shifts, partial shifts or by using vacation, compensatory time off, and/or holiday time from one of their banks at the end of each fiscal year. The Watch Commander and Supervisor 23 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 will work with employees to schedule extra shifts or use vacation, holiday or compensatory time off balances. These hours are hours the employee is being compensated for during the normal twenty-six (26) pay periods. The employee must work the hours on a straight time basis or use vacation, holidays or compensatory time off for the compensation received throughout the year. (4) Other Training (not covered by the flexible training bank) The 4/11 Schedule significantly impacts designated CPT training days, shift training, and to some extent training compensated under the flexible training hours. The following guidelines should be followed when attending training not covered by the flexible training hours. All training bank hours, adjusted time off associated with training, and/or overtime associated to training shall be approved in advance by the employee's watch commander or supervisor. One full day of training on a day off. The employee will either receive overtime for the number of hours at training or adjustment for one patrol shift. Adjustments will be documented in the City timekeeping system. One full day of training on a day on. The employee will be adjusted off their patrol shift for the day. Adjustments will be documented in the City timekeeping system. More than one day, but less than a week. For each full day of training, the employee will be adjusted off one patrol shift. Adjustments will be documented in the City timekeeping system Partial day of training on a day off. Overtime or adjustment for the number of hours actually in training. Adjustments will be documented in the City timekeeping system. Partial day of training on day on. The employee will be adjusted from duty for the time of the training and be expected to work the remainder of their shift. Adjustments will be documented in the City timekeeping system. A four (4) or five Whenever possible, and depending upon where the 24 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (5) day (week) training session that doesn't exceed forty-four (44) hours. employee is in their twenty-eight (28) day cycle, the employee will be adjusted off the patrol schedule when attending four or five day training sessions. The employee will be adjusted from four (4) eleven (11) hour shifts as compensation for attending the course. The four (4) adjusted days will be as close to the days the employee attended training as possible. Employees will not receive overtime under this situation unless the total time training exceeds forty- four (44) hours. Adjustments will be noted in the comment section of the timekeeping system. (5) Assignments of Sworn Personnel on the 4/11 Schedule Each year assignments are made for management staff for the coming fiscal year. Subsequent to those assignments, officers, agents, and sergeants apply for specialty positions. At the conclusion of those specialty selections, the Patrol Team Selection process begins. Each year, the following process will be used for patrol team selection. Field Services Division Shift Assignment Process: Field Services sergeants, agents, and officers will select their work team based on the following criteria. a. Sergeants, in order of seniority, shall select one of the ten patrol teams. Sergeants may select any open team with the exception of those teams designated as Field Training teams. FTO Sergeants, in order of seniority, will select one of the designated FTO teams. b. Field Training Officers/Agents, in order of seniority, shall select one of the slots open and designated as FTO slots on one of the three FTO teams. The following teams have been pre -designated as training teams: Team 2A, Team 3A, and Team 4A. c. K-9 Officers/Agents — K-9 officers/agents will generally select one of the night shift teams: Teams 4 and 5. Selections will be based on rank and seniority. Only one K-9 will be allowed per team and K -9's will be evenly split between the two sides Any exception to these assignments must be requested and approved by the 25 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Field Services Coordinator prior to the start of the selection process. d. Agents, in order of seniority, shall select any of the open agent's slots remaining on any of the patrol teams. A minimum of three (3) agents will be assigned to the A -Side and a minimum of three (3) agents will be assigned to the B -Side. If a greater number of agents are assigned to patrol, management will evenly designate agent's slots insofar as possible to as many of the patrol teams as possible with the goal being to have one agent on each patrol team. e. Officers, in order of seniority, shall select any remaining slot available on any of the patrol teams. f. Probationary Officers - May be assigned to teams at the discretion of the Field Services Division Coordinator. These assignments will be made based on the developmental needs of the new employee, the staffing needs of the organization, and in a manner that minimizes the loss of prime bidding slots for more senior officers/ agents. Additional Team Selection Guidelines Prior to the selection process, management shall determine the number of agents, and officers assigned to each team. Additionally, management will determine which teams are available for selection by K-9 Officers/Agents. Field Training Officers/Agents, Field Training Sergeants, and probationary employees shall be subject to administrative assignment. In the spring of each year, all employees participating in the patrol team selection process will receive a schedule identifying available slots, the process for team selection, and a date and time for the employee to make their selection Team Selection Reservations — Once Officers/Agents/Sergeants select a team, they will be guaranteed that team even if they are unable to work that team at the start of the shift year due to special assignment, internship, leave of absence, disability, illness etc. Officers, Agents and Sergeants may not remain in the same time slot for more then two consecutive years. Team change request will be considered with the approval of management. 26 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Any request for an anticipated change to the assignment of sworn personnel shall be routed to the Field Services Division Coordinator prior to the selection process. (6) Vacation Selection Concurrent Vacation Authorization — Officers and Agents Patrol Division — Four (4) slots are authorized on the A -Side and four (4) slots are authorized on the B -Side. It is anticipated that this would equate to two (2) slots on night shift (Teams 3, 4, and 5) and two (2) slots on day shift (Teams 1, and 2) for each side. Any exceptions to these rules may be made by the Field Services Division Coordinator based on special circumstances. Concurrent Vacation Authorization - Sergeants Patrol Division — Two (2) slots are authorized in patrol on the A -Side and two (2) slots are authorized in patrol on the B -Side. It is anticipated that this would equate to one (1) slot on the night shift (Teams 3, 4, and 5) and one (1) slot on the dayshift (Teams 1 and 2) for each side. Exceptions to allow two (2) sergeants vacation at the same time for special circumstances may be made by the shift lieutenant. Other exceptions to this rule may be made by the Field Services Division Coordinator. a. The A -side and B-side will have separate vacation signups. It's also anticipated that the dayshift and nightshift will have separate signups. For agents and above, selection will be based on rank and time in rank. Personnel having the greatest tenure in rank will have priority. For officers, selection will be based on seniority. If seniority is equal, low badge number shall have priority. b. Sergeants will have a separate signup sheet from agents and officers. During the initial sign up sergeants will have two guaranteed slots per side, one (1) on day shift and one (1) on night shift. Agents/officers will have four (4) guaranteed slots per side, two (2) on day shift and two (2) on night shift. Vacation Selection Process: Vacation selection will occur within a few weeks of the team selection process each spring. Selections will take place on two days, one day for the A -Side and one day for the B -Side. Sergeant, agents, and officers will be given time slots to come in, call in, or may submit in 27 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 advance written instructions on choice for vacation weeks. The selections will be made based on rank and seniority. Both sides agree to monitor the outcome of the process and enter into a mutual agreement to continue or discontinue the process. (7) Time Keeping and Payroll All employees working under the 4/11 schedule will work eleven (11) hours a day, four (4) consecutive days a week. These eleven (11) hours will be entered in the timekeeping system on the day they are worked and/or prior to pay period payroll deadlines. Employees attending one (1) of the designated CPT training days will enter the hours of training on a "training timesheet" and enter the time in the timekeeping system. Employees using hours from their flexible training bank shall complete a "training timesheet" and enter the time in the timekeeping system. Employees working the 4/11 Schedule will not receive overtime compensation for hours worked under the following conditions. • Hours worked as part of a regular 11 -hour work day. • Hours worked on a designated CPT training days. • Hours associated to training where hours from the flexible training bank could be used. • Non -Mandatory training where adjustments from the patrol schedule are possible. Overtime shall be paid for "Mandatory" training once training bank hours have been exhausted. Overtime shall be paid for "Mandatory" meetings that fall outside the specialty exemption listed below. Participation in department specialties including training, meetings, and other activities is not considered a mandatory activity when it comes to overtime compensation. Wherever possible, employees participating in department specialties and other non -mandatory activities will be adjusted off the patrol schedule for these activities. Schedule adjustments will occur as close to the activity outside the employee's normal work schedule as possible and within the same FLSA Cycle. Schedule adjustments for personnel working nights: All personnel attending a 28 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 full day of training on a work day will be adjusted off the patrol schedule for their work shift that day. In addition to being adjusted off any shift that starts on the day the training occurs, employees working Teams 3, 4, and 5 the night before the training will be adjusted off the night before as follows. If the training is all day starting in the morning hours, these adjustments will apply. Team 3: Teams 4 & 5: Adjusted off at 2200 hours. Adjusted off the entire shift. If a night shift employee is scheduled for a full day of "Mandatory" training on the morning of his or her first day off, the same adjustments listed above will apply. In addition to the necessary adjustment, employees will receive compensation for the training hours through the use of training bank hours. When training bank hours are exhausted, the employee will receive overtime. The time keeping system entries: Each employee must enter his or her time in the timekeeping system that accurately reflects the hours he or she works. When schedule adjustments are made, overtime is worked, or training bank time is used, employees must make appropriate notes in the comment section of the timekeeping system. Supervisors and timekeepers may complete the timekeeping system entries when employees are unavailable due to illness or other situations and employees will thereafter verify the timekeeping entry is accurate upon their return to work. Managers and supervisor will approve time entries made in the time keeping system. Managers and supervisors will pay special attention to the use of training bank time and overtime. Time entries should be reviewed for regular hours and training hours that may exceed the FLSA guideline of 171 hours in a 28 day cycle. With the 4 -day on 4 -day off rotation, employees will work either 66 or 88 hours in each pay period. The timekeeping system will shift adjust the appropriate number of hours into (+14) and out of (-8) the employees bi-weekly totals so each employee receives compensation for 80 hours. Regardless of the number of hours worked under the FLSA exemption, an employee will be compensated for 80 regular hours every bi-weekly payroll cycle. These shift adjusted hours (-8 or +14) will be added to or taken away from the timecard at the appropriate day/night shift differential rates for each employee. As an example, if an employee's normal shift is paid at 75 percent day rate and 25 percent night rate, all hours shift -adjusted on to or off the timecard will be adjusted using the same approximate ratio of 75/25 percent for day/night rates. 29 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 If an employee leaves city service while on the 4/11 schedule, staff and payroll shall perform the training bank reconciliation of the number of hours the employee is over or under the normal forty (40) hour workweek rate since the beginning of the current one (1) year (twenty-six [26] pay period) 4/11 cycle. If the employee has worked more hours than the forty (40) hour a week average, he or she shall be compensated for those hours at the regular rate. If the employee is under the forty (40) hour a week average, the hours will be taken from the employee's vacation, holiday, or comp time bank and/or deducted at the regular rate from the employee's last check. If an employee's assignment changes from the 4/11 schedule or to the 4/11 schedule, his or her over/under rate will be calculated the same as above. Time off, extra shifts worked, and/or the adjustment of holiday, vacation, and/or comp. time banks will be used to resolve any differences between actual hours worked and the forty (40) hour weekly average. Daylight Savings Time/Pacific Standard Time Changes — Personnel on Team 4 and Team 5 will follow these guidelines when working either the spring forward or fall back. Individuals working in the spring who would lose an hour of work due to the change to Daylight Savings Time will report for duty one (1) hour early and work an eleven (11) hour shift at straight time. Individuals working in the fall will work one (1) additional hour (for a total shift of twelve (12) hours) due to the change to Pacific Standard Time. Such employees will put in for one (1) hour of overtime. Nothing in this section prevents an employee from leaving early or using time off to offset the time when staffing allows and approved by the Supervisor or Watch Commander. (8) Maximum Hours Worked - Turn Around Time Sergeants, agents, and officers may work up to a maximum number of 16 hours in a 24 -hour period. Any work beyond 16 hours must be approved by a watch commander or member of management and only under exigent circumstances. Any time an employee works 16 hours or more, they must receive an 8 -hour break before returning to duty. If the 8 -hour break runs into the employees next shift, those hours are considered adjusted hours off. Sergeants, agents, and officers shall not exceed a maximum of one hundred forty (140) hours in a 14 day pay period. Any work beyond one hundred forty (140) hours must be approved by the employee's Lieutenant and Captain, and should rarely occur only under extreme situations. Sergeants and Lieutenants authorizing overtime in excess of the daily limit (16- 30 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 hours) and/or the bi-weekly limit (140 hours) shall send a short email to their Lieutenant and Captain explaining the reason for the excess work. It is the employee's responsibility to monitor their hours and notify the supervisor and/or watch commander of their hours worked when approaching the daily or bi- weekly limits or being requested to work overtime. (9) Shift Exchanges Sergeants, agents, and officers may exchange work shifts with another employee of the same rank. Agents and officers may be interchangeable if simply filling the role of an officer on the schedule. Personnel must submit a shift exchange request form to their supervisor and lieutenant. Shift exchanges require a lieutenant's approval except when short notice makes that impossible. Shift exchanges can only occur for entire shifts, Shift exchange request forms must contain the pay back date for the second half of the shift exchange. Both halves of the exchange must occur in the same 28 -day FLSA Cycle (refer to Yearly 4/11 patrol Schedule for FLSA Cycles). Once an employee agrees to an exchange shift, he or she is responsible for that shift. If he or she fails to show up for the shift and/or is sick, the time will be deducted from his or her applicable leave balance to the extent the employee qualifies for such deduction under the applicable leave policy. Failure to show up for a shift may also result in disciplinary action. (10) On -duty workout period and sign up: When staffing allows and with supervisory approval, employees may workout on - duty for a period of up to one (1)_hour. The hour shall include the work out, a shower, and dressing time. Specific guidelines and conditions are outlined in the Wellness Program Policy. (11) Upon written request of either party, Section 22(a) of this MOU will reopen and the parties will meet and confer over the issue of the patrol work schedule. Any changes will be by mutual agreement of the City and the Association. (b) Traffic Team Sworn members of the Traffic Team shall work a ten-hour (10) day, four (4) day workweek schedule. 31 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Traffic Team officers/agents may be assigned as part of minimum staffing at the discretion of management. Effective July 1, 2008, the Take Home Motor Program will be discontinued. On a one time basis, employees assigned to motors who are in paid status the first full pay period after Council adoption of this MOU, will receive one time non PERSable stipend representing 2.5% of base salary of the employee's classification minus applicable state and federal taxes. (c) Special Operation Sergeant/Crime Suppression Team The Special Operations Sergeant and team members shall generally work a ten (10) hour day, four (4) day workweek schedule. Given the nature of the team's assignment, it is anticipated and expected that their schedules should be flexible and adapt to organizational needs. (d) ISD and Other Sworn Classifications All sworn personnel assigned to ISD, Staff Assistant, Personnel and Training and Community Policing shall work a ten (10) hour day, four -day work week schedule. (1) Work Schedule The ten hours shall generally be worked between the hours of 0700 and 1900, with specific schedules subject to approval by appropriate supervisors. The ten (10) -hour work schedule shall be worked within a period of ten hours, with a working lunch period not to exceed thirty (30) minutes. As an alternative, with Management approval, the ten-hour work schedule may be worked within eleven hours, with a one (1) hour unpaid lunch break. Changing alternatives will require prior approval by Management. (2) Work Week For ISD personnel, one-half of the Division will work Monday through Thursday, while the other half will work Tuesday through Friday. All other sworn personnel covered under Section 23 (b) & (c) will also work either Monday through Thursday, or Tuesday through Friday. (3) Late Detective Shift Two detectives will be assigned on a rotational basis to the late shift from 1200 to 2200 to provide evening coverage. Assignment to the late detective shift, where possible, will be by advanced sign up with each detective 32 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 selecting two weeks each quarter according to a protocol determined by seniority, needs of the division and needs of the employee. Generally, there will be one detective from each half of the division working the late detective shift during each week. (e) Forty -hour Training Schedule For all sworn employees who attend training that is four (4)_or five (5) days in duration (a week), their schedules will be adjusted from the normal work week. Employees will not receive overtime during scheduled training as described here unless it exceeds their normal forty (40) or forty-four 144) hour workweek. Schedule adjustments will be documented in the notes section when making the timekeeping system entries. Section 23. Overtime Pay and Compensatory Time Off (a) Overtime pay shall be provided at the rate of time and one-half of the employee's regular rate, including night shift differential, working out of classification pay, and specialty assignment premium pay as defined under Section 7, 8 and 10. (b) Compensatory time off, which is approved by management in -lieu of overtime payment on a staffing available basis, will be taken at the rate of 1-1/2 hours for every hour of credited overtime. In the event compensatory time off is used as the method of compensating for overtime, the time off will be taken prior to the end of the quarter in which it is earned except as provided herein. All compensatory time balances over 80 hours shall be paid at the end of each quarter (i.e., employee to carry over 80 hours). During the final calendar year quarter only, employees have the option to: (1) Employees who have vacation accrual balances of less than two times their annual accrual rate, less 80 hours, may request in writing prior to the payroll deadline to convert up to 80 hours of unused compensatory time to vacation per calendar year, to be transferred in the first pay period of the calendar year. (2) Employees may cash out their entire compensatory balance but must make this request before payroll deadline. (c) Employees called out to perform work, attend meetings or required training shall be compensated for at least three hours pay for each occurrence at the appropriate overtime rate. 33 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 24. Overtime Sign -Up (a) Planned Overtime Planned overtime includes patrol staffing, special events, traffic control functions or any other overtime needs which can be identified prior to the 20th day of the preceding month. On or about the 20th of each month, watch commanders will post a list of dates/shifts requiring overtime for the next month. Officers, Agents, and Sergeants will be given a reasonable period of time to sign up for the available overtime assignments. On or about the 25th of the month, planned overtime will be filled from the sign up list using the rotational overtime call out list. Agents may place themselves on the sign up list for supervisor overtime, however will only be considered if no sergeant requests the shift. Overtime that isn't filled during the planned overtime process may be filled at management's discretion. Employees assigned to a fixed work schedule such as ISD, P&T, and Staff Assistant may adjust their work schedule with their manager's approval in order to work a planned patrol overtime assignment. This schedule adjustment must be completed within the same work week as the planned overtime assignment. Schedule adjustments will normally be approved unless there is a conflict with a previously scheduled activity within the work unit or the schedule adjustment would be disruptive to the operation of the unit. Employees bidding for planned overtime requiring a shift adjustment must make a notation next to the assignment indicating a shift adjustment would be necessary. Only one overtime shift requiring a shift adjustment can be worked per work week. (b) Unplanned Overtime. Unplanned overtime is overtime that wasn't identified prior to the 20th of the preceding month. Unplanned overtime will be filled by the following procedures. 1) The Watch Commander or Supervisor may request an employee extend their shift or come in early. If a volunteer cannot be identified to hold over or come in early, the rotational overtime list will be used. 34 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 2) Employees interested in working unplanned overtime will be placed on a rotational overtime list in order of seniority. When an overtime shift is available, a manager or supervisor will call the next person on the list. If that person declines the opportunity, is not available, is already working, or takes the overtime, he/she will be placed at the bottom of the list. The lists will be continually updated in order to rotate the names. There will be separate lists for sergeants and officers/agents for unplanned overtime. A separate supervisory list will be maintained for agents interested in working supervisory overtime. Agents will be offered supervisory overtime positions only if no sergeants have accepted the opportunity. 3) If the watch commander or supervisor is unable to fill overtime through any of these procedures, he or she may order an individual to extend their shift, come in early, or come in on a day off. A log on those required to work mandatory overtime will be kept in the overtime book. Mandatory overtime should be rotated in order of reverse seniority. c) Overtime Minimum. With regard to both planned and unplanned patrol team overtime, there is no minimum number of hours. Planned overtime postings and unplanned overtime will be offered for the actual number of hours needed. If small blocks of overtime aren't filled by on -duty personnel adding them to an existing shift, managers may apply a 6 -hour minimum to a shift for personnel coming in on a day off. (d) These overtime procedures may be reviewed and/or modified at the mutual agreement of both management and PAPOA. Section 25. Jury Duty No employee shall be required to work a combination of jury duty and work time to exceed 12 hours during a 24 -hour period. The period shall commence at the required time of appearance for jury duty. Jury duty is defined as the time between required time of appearance and dismissal. Work time excused as a result of jury duty will be compensated at the regular rate of pay. Section 26. Vacation Accrual Vacation will be accrued when an employee is in pay status and will be credited on a bi-weekly basis. Such accrual and credit shall not exceed three times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status: 35 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (a) Less than four (4) years - For employees completing less than four years continuous service; (8) Shifts vacation leave per year. (b) Four, but less than nine years - For employees completing four, but not more than nine (9) years continuous service; 12 Shifts vacation leave per year. (c) Nine (9), but less than fourteen (14) years - For employees completing nine (9), but not more than fourteen (14) years continuous service; (16) Shifts vacation per year. (d) Fourteen (14), but less than nineteen (19) years - For employees completing fourteen (14), but not more than nineteen (19) years continuous service; (18) Shifts vacation leave per year. (e) Nineteen (19) or more years - For employees completing nineteen (19) or more years continuous service; (20) Shifts vacation leave per year. Example: An employee with less than four (4) years working a 4/10 Schedule will receive eight (8) Shifts or eighty (80) hours of vacation. The same employee working the 4/11 Schedule will receive eight (8) Shifts or eighty-eight (88) hours of vacation. Section 27. Use of Vacation (a) When to be taken. The time at which an employee may use his/her accrued vacation leave and the amount to be taken at any one time shall be determined by the department head with particular regard for the needs of the City, but insofar as possible, considering the wishes of the employee. (b) Limitation on use. Employees may not use more than their annual rate of accrual in any calendar year period, provided, however, that a department head my grant exceptions to this limitation. (c) Waiting period. Employees shall complete six months continuous service before using accrued vacation leave. (d) Double compensation prohibited. Employees shall not work for the City during their vacation. (e) Vacation splitting. It is the intention of the City that vacation be taken in units of one week; however, with the approval of the department head, an employee may 36 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 use one week of his/her accrued vacation in any calendar year in units of less than one work week, but in no instance in units of less than one-half of the normal workday or shift. Requests for exception to this procedure must be approved by the City Manager. (f) Vacation Cashout. Once each calendar year an employee may cash out eight or more hours of vacation accrual in excess of 80 hours to a maximum of 120 hours, provided that the employee has taken at least 80 hours as vacation in the previous 12 months. 1. Effective for the 2012 tax year and each subsequent year, to be eligible to cash out vacation, employees must pre -elect the number of vacation hours they will cash out during the following calendar year, up to the maximum of 120 hours, prior to the start of that calendar year. The election will apply only to vacation hours accrued in the next tax year and eligible for cash out. 2. The election to cash out vacation hours in each designated year will be irrevocable. This means that employees who elect to cash out vacation hours must cash out the number of accrued hours pre -designated on the election form provided by the City. 3. Employees who do not pre -designate or decline a cash out amount by the annual deadline established by the City will be deemed to have waived the right to cash out any leave in the following tax year and will not be eligible to cash out vacation hours in the next tax year. 4. Employees who pre -designate cash out amounts may request a cash out at any time in the designated tax year by submitting a cash out form to payroll. Payroll will complete the cash out upon request, provided the requested cash out amount has accrued and is consistent with the amount the employee predesignated. If the full amount of hours designated for cash out is not available at the time of cash out request, the maximum available will be paid. 5. For employees who have not requested payment of the elected cash out amount by November 1 of each year, Payroll will automatically cash out the pre -designated amount in a paycheck issued on or after the payroll date including November 1. Within 90 days of adoption of this MOA, the parties agree to talk further about the administration and communication of the vacation cash out process. 37 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 28. Vacation Pay at Termination Employees leaving the municipal service with accrued vacation leave shall be paid the amounts of accrued vacation to the date of termination. Payments for accrued vacation shall be at the employee's current rate of pay. Section 29. Vacation Benefits for Deceased Employees An employee who is eligible for vacation leave and who dies while in the municipal service shall have the amount of any accrued vacation paid to the employee's estate within thirty days. This proration will be computed at the last basic rate of pay. Section 30. Effect of Extended Military Leave An employee who interrupts his service because of an extended military leave shall be compensated for accrued vacation at the time the leave becomes effective. Section 31. Sick Leave (a) Statement of Policy. Sick leave shall be allowed and used only in case of actual personal sickness or disability, medical or dental treatment, or as authorized in Subsection 33 (e), personal business chargeable to sick leave. Up to 8 days sick leave per year may be used for illness in the immediate family (spouse, child, parent, parent -in-law, brother, sister, registered domestic partner, or close relative residing in the household of the employee). (b) Eligibility. Regular and part-time employees shall be eligible to accrue and use sick leave. (c) Accrual. Sick leave shall be accrued bi-weekly provided the employee has been in a pay status for 50 percent or more of a bi-weekly pay period. Sick leave shall be accrued at the rate of 3.7 hours per bi-weekly pay period. (d) Accumulation. Accrued sick leave may be accumulated without limit, except as provided in Section 31(h). (e) Use. Sick leave may be used as needed and approved, to the point of depletion, at which time the employee will no longer receive pay for sick leave. A new employee may, if necessary, use up to forty-eight hours or shift equivalent of sick leave at any time during the first six months of employment. Any negative balances generated by 38 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 such utilization will be charged against future accrual or deducted from final paycheck in the event of termination. An employee who has been disabled for 60 consecutive days and who is otherwise eligible both for payment under the long-term disability group insurance coverage and accrued sick leave benefits may, at his/her option, choose either to receive the long-term disability benefits or to utilize the remainder of his/her accrued sick leave prior to applying for long-term disability benefits. Sick leave will not be granted for illness occurring during any leave of absence other than sick leave, unless the employee can demonstrate that it was necessary to come under the care of a doctor while on such other leave of absence. When an employee finds it necessary to be absent for any reason, he/she should cause the facts to be reported to the department within one hour after his/her regular starting time on the first working day of absence, and shall regularly report on, or account in advance for each work day thereafter unless hospitalized or otherwise indisposed. Such reports may be subject to written documentation if there is reasonable evidence that sick leave abuse has occurred. Sick leave shall not be granted unless such report or advance accounting has been made, provided, however, that the department head may grant exception to this policy where the circumstances warrant. Documentation may also be required if there is a reasonable basis to believe that the employee may not be medically fit to return to work. (f) (g) Depletion of Sick Leave Benefits. Upon depletion of sick leave or the beginning of the period to be covered by payments under the long-term disability group insurance coverage, whichever comes first, an employee may be granted a medical leave of absence without pay for a period not exceeding sixty days. If the employee is unable to return to work at the end of this period, he/she must request further medical leave which will be subject to the approval of the City Manager. If further leave is granted, the employee must notify the City of intent to return to work every thirty days. If further leave is not granted, the employee's service with the City shall be considered terminated. Forfeiture Upon Termination. Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and Subsection 32(h). In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. 39 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (h) Payment for Accumulated Sick Leave. Employees hired before August 1, 1986 who leave the municipal service in good standing, or who die while employed in good standing by the City, and who have fifteen or more years of continuous service shall receive compensation for unused sick leave hours in a sum equal to two and one-half percent of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. For all employees entering the service of the City prior to March 2, 1983, full sick leave accrual will be paid in the event of termination due to disability. For all employees hired after August 1, 1986, sick leave accrual accumulation shall be limited to 1,000 hours with no payoff provision for unused balance at termination. (i) U) Sick Leave Re -opener. Upon written request of either party, the parties agree to meet to confer over the issue of sick leave incentive, including but not limited to: (1) sick leave payout for employees hired after August 1, 1986 and (2) converting to a paid time off policy in lieu of both vacation and sick leave. Any changes will be by mutual agreement of the City and the Association. Personal Business Leave Chargeable to Sick Leave. Up to 2 Shifts (20 -Hours for 4/10 employees and 22 -Hours for 4/11 employees) per year of personal business leave may be chargeable to sick leave. Time off under this provision is subject to management scheduling approval. (k) Return to Work or Continue Work With Limited/Alternative Duty. In cases of non -work -related injury, illness or pregnancy, an employee, upon approval of the department head, City Risk Manager and the employee's doctor, may elect to return to work or continue work with doctor -approved limited or alternative duty. Approval for such limited/alternative duty shall be based upon department ability to provide work consistent with medical limitations and the length of time of the limitations. Shift employees must be willing to accept any non -shift limited duty schedule work locations and may be subject to the reasonable availability of limited duty assignments. The City doctor may be consulted in determining work limitations. Any assignment to a limited/alternative duty will be on a temporary basis. The provisions of this section are not intended to create any permanent light/alternative duty assignments. Any assignment to a limited/alternative assignment shall not displace any other employee without consent of all parties, including the Association. 40 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 32. Leaves of Absence Without Pay (a) Disability. Leaves of absence without pay may be granted in cases of disability not covered by sick leave. Pregnancy will be considered as any other disability. Leaves of absence for disability are subject to physicians' verification including diagnosis and medical work restriction. (b) Other leaves. Leaves of absence without pay may be granted in cases of personal emergency or when such absences would not be contrary to the best interest of the City. Non -disability prenatal and/or postpartum leave is available under this provision, but such leave shall not begin more than six months prenatal nor extend more than six months postpartum. (c) During unpaid leaves of absence for disability or other reasons, the employee may elect to use accrued vacation credits. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. (d) Approval of department head. Leave of absence without pay for one week or less may be granted by the department head, depending on the merit of the individual case. (e) Approval by City Manager. Leave of absence without pay in excess of one week's duration may be granted by the City Manager on the merit of the case, but such leave shall not exceed twelve months' duration. (f) (g) Absence without leave. Unauthorized leave of absence shall be considered to be without pay, and reductions in the employee's pay shall be made accordingly. Unauthorized leave of absence may result in termination of employment. Leave of absence; death outside the immediate family. Leave without pay may be granted a regular employee by his/her department head in the event of death to family members other than one of the immediate family, such leave to be granted in accordance with Section 34 (b), (c) , (d) and (e). (h) Military leave of absence. State and federal law shall govern the granting of military leaves of absence and the rights of employees returning from such absence. 41 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 33. Leave of Absence With Pay The City Manager may grant a regular employee under his/her control a leave of absence with pay for a period not exceeding thirty calendar days for reasons he/she deems adequate and in the best interest of the City. The City Council may grant a regular employee a leave of absence with pay for a period not to exceed one year for reasons the Council considers adequate and in the best interest of the City. (a) Subpoenas; leave of absence. Regular employees who are subpoenaed to appear as witnesses in behalf of the State of California or any of its agencies may be granted leaves of absence with pay from their assigned duties until released. The employee shall remit all fees received for such appearances to the City within thirty days from the termination of his or her services. Compensation for mileage or subsistence allowance shall not be considered as a fee and shall be retained by the employee. (b) Employee's time off to vote. Time off with pay to vote at any general or direct primary election shall be granted as provided in the State of California Elections Code, and notice that an employee desires such time off shall be given in accordance with the provisions of said Code. (c) Leave of absence; death in immediate family. Leave of absence with pay of three days shall be granted an employee by the head of his or her department in the event of death in the employee's immediate family, which is defined for purposes of this section as wife, husband, son, step -son, son-in-law daughter, step -daughter, daughter-in-law, father, step -father, father-in-law, mother, step -mother, mother-in-law, brother, step -brother, brother-in-law, sister, step -sister, sister-in-law, grandmother, grandmother -in-law, grandfather, grandfather -in-law, grandchildren, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of the employee. Such leave shall be at full pay and shall not be charged against the employee's accrued vacation or sick leave. Requests for leave in excess of three days shall be subject to the approval of the City Manager. Approval of additional leave will be based on the circumstances of each request with consideration given to the employee's need for additional time off. (d) Jury duty; leave of absence. Employees required to report for jury duty shall be granted a leave of absence with pay from their assigned duties until released by the court, provided the employee remits to the City all fees received for such duties other 42 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 than mileage or subsistence allowances within thirty days from the termination of his/her jury service. Section 34. Reduction in Force In the event of reductions in force, they shall be accomplished wherever possible through attrition. If the work force is reduced within the bargaining unit for reasons of change in duties or organization, abolition of position, shortage of work or funds, or completion of work, employees with the shortest length of service will be laid off first so long as employees retained are fully qualified, trained and capable of performing remaining work. Length of service for the purpose of this article will be based on total City service in a regular classification or classifications. Employees laid off due to the above reasons will be given written notice at least thirty days prior to the reduction in force. A copy of such notice will be given to the Association. Section 35. Agents The number of Agent positions shall be governed by the August 12, 1981, Arbitration Award. Section 36. Commute Incentives and Parking in Civic Center Garage Commute Incentives-- Represented employees who qualify may voluntarily elect one of the following commute incentives: Public Transit. The City will provide monthly Commuter Checks worth the value of: $40 for employees traveling three or more zones on Caltrain; $40 for employees using the Dumbarton Express, BART, the ACE train, or a commuter highway vehicle; $35 for employees traveling less than three zones on Caltrain; $35 for employees using VTA and other buses. These vouchers may be used toward the purchase of a monthly transit pass Carpool. The City will provide carpool vouchers worth the value of $30 per month to each eligible employee in a carpool with two or more people. These vouchers may be used at designated service stations toward the purchase of fuel and other 43 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 vehicle -related expenses. Vanpool Program. The City will provide Commuter Checks worth the value up to $60 to each employee voluntarily participating in the Vanpool Program. These vouchers may be used toward payment of the monthly cost. Employees must fulfill the basic requirements of the Employee Commute Alternatives Program to qualify. Bicycle. The City will provide bicycle vouchers worth the value of $20 per month to eligible employees who ride a bicycle to work. These vouchers may be used at designated bicycle shops for related bicycle equipment and expenses. Walk. The City will provide walker vouchers worth the value of $20 per month to eligible employees who walk to work. These vouchers may be used at designated stores for expenses related to walking such as footwear and related accessories. Parking in the Civic Center Garage --Employees assigned to Civic Center and adjacent work locations will be provided with a Civic Center Garage parking permit. New employees hired after June 30, 1994 may initially receive a parking permit for another downtown lot, subject to the availability of space at the Civic Center Garage. Section 37. Disciplinary Action and Unsatisfactory Work or Conduct (a) Except as provided in Section 6 (Probationary Period) of this agreement, no employee shall be disciplined without just cause. For the purpose of this section, "discipline" shall be deemed to include discharge, demotion, reduction in salary, written reprimand, disciplinary probation and suspension. Discipline shall be deemed not to include verbal reprimands or reductions in force. (b) Non -probationary employees whose work or conduct is unsatisfactory but not sufficiently deficient to warrant discipline, demotion, or discharge will be given a written notification of unsatisfactory work or conduct and an opportunity to improve. Failure to correct deficiencies and improve to meet standards may result in discipline, demotion or discharge. (c) Notice of disciplinary action must be in writing and served on the employee in person or by registered mail prior to the disciplinary action becoming effective. However, in extreme situations where there is reasonable cause, the employee may be removed from duty immediately with pay pending such disciplinary action. The notice must be 44 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 filed on a timely basis with the Human Resources Department and included in the employee's personnel file. The notice of disciplinary action shall include: (1) Statement of the nature of the disciplinary action; (2) Effective date of the action; (3) Statement of the cause thereof; (4) Statement in ordinary and concise language of the art or the omissions upon which the causes are based; (5) Copies of any documents or other items of evidence upon which the disciplinary action was fully or in part based; (6) Statement advising the employee of his/her right to appeal from such action, and the right to Association representation. (d) If the disciplinary action consists of suspension, any suspension time previously given shall be credited to the final disciplinary action. (e) Subject to state law requirements, employees may request that disciplinary actions be sealed according to the following schedule: (1) Written reprimands with no recurrence after one (1) year. (2) Disciplinary probation after three (3) years from the implementation of such probation, if no other disciplinary action has occurred during that period. (3) Suspensions less than three (3) days without recurrence, after two (2) years. (4) Suspensions more than three (3) days but less than six (6) days, after three (3) years. Suspensions of six (6) days or more, after five (5) years. (5) For the purpose of these sections, the time starts from the time of action following the Skelly process (day discipline is imposed). Written requests for the sealing of disciplinary actions should be directed to the Personnel and Training Coordinator. 45 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Sealing shall include all memos, letters, correspondence, complaint forms, and any other material pertaining to the disciplinary action that has been placed in the employee's personnel file. Sealing shall not include the sealing of any material related to criminal offenses for which the employee was charged except in concurrence with the sealing or expungement of criminal charges by a court of competent jurisdiction or in the event of a complete exoneration of the employee by the judicial system. The City Human Resources Department shall be notified in all cases where sealing of disciplinary action is taken. Human Resources Department copies of the disciplinary actions will be disposed of in a manner consistent with the Police Department's action. The sealed action shall not be held to discriminate against the employee in any subsequent disciplinary action, or in the event of promotion, merit step raise, transfer, request for educational leave, modification of duties, vacation selection, application for other employment, or against any other action the employee may take for his or her personal improvement. Once sealed, the file shall not be opened unless the employee requests such unsealing and then only for examination by the person or persons whom the employee specifies or at the discretion of the Chief of Police, who in the absence of a demonstrable emergency shall notify the employee a minimum of 48 hours before the opening of the sealed file and the reason for opening. In the event the employee cannot be notified in advance, notification must be made on the employee's first duty day after the sealed file is opened. Section 38. Grievance Procedure (a) The City and the Association recognize that early settlement of grievances is essential to sound employee -employer relations. The parties seek to establish a mutually satisfactory method for the settlement of employee grievances, or Association grievances, as provided for below. In presenting a grievance, the aggrieved and/or his or her representative is assured freedom from restraint, interference, coercion, discrimination or reprisal. (b) Definition. A Grievance is: 46 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (1) An unresolved complaint or dispute regarding the application or interpretation of Departmental rules, regulations, policies, and procedures, relating to terms conditions of employment, wages or fringe benefits; or this Memorandum of Agreement, . (2) An appeal from a disciplinary action of any kind against an employee covered by this Memorandum of Agreement. (c) Access to the Grievance Procedure. Except as provided in Section 6, Probationary Period, all employees represented by the Association may file and process a grievance. Such aggrieved employees may be represented by the Association or may represent themselves in preparing and presenting their grievance at any level of review. The Association may file a grievance when an Association right not directly related to an individual employee becomes subject to dispute. (d) Conduct of Grievance Procedure. (1) The time limits specified in this Article may be extended by mutual agreement in writing of the aggrieved employee or the Association and the reviewer concerned. (2) Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appeal to the next step. (3) The grievance may be considered settled if the decision of any step is not appealed within the specified time limit. (4) If appropriate, the aggrieved employee or the Association and Management may mutually agree to waive any step of the grievance procedure. (5) Written grievances shall be submitted on forms provided by the City or on forms which are mutually agreeable to the City and the Association. (6) Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. Step I. The aggrieved employee will first attempt to resolve the grievance through informal discussions with his or her immediate supervisor by the end of the tenth working day 47 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 following the discovery of or the incident upon which the grievance is based. Every attempt will be made to settle the issue at this level. (Note: For purposes of time limits, the working days are considered to be Monday through Friday, exclusive of City holidays.) Step 11. If the grievance is not resolved through the informal discussion, the employee will reduce the grievance to writing and submit copies to the division head or equivalent level Management employee as designated by Management as appropriate within ten working days of the discussion with the immediate supervisor. The division head or equivalent level Management employee shall have ten working days from the receipt of a written grievance to review the matter and prepare a written statement. Step 111. If the grievance is not resolved at Step I I , the aggrieved employee may appeal to his or her department head in writing within ten working days of the receipt of the division head's response. The department head shall have ten working days from the receipt of a written grievance to review the matter and convey his or her decision by written statement. Step IV. If the grievance is not resolved at Step I I I, the aggrieved employee may choose between final and binding resolution of the grievance through appeal to the City Manager or through appeal to final and binding grievance arbitration. Appeals to final and binding arbitration may be processed only with Association approval. All Step IV appeals must be filed in writing at the Human Resources Department Office within ten working days of receipt of the Step III response. If the aggrieved employee elects final and binding resolution by the City Manager, the City Manager will choose the methods he or she considers appropriate to review and settle the grievance. The City Manager shall render a written decision to all parties directly involved within ten working days after receiving the employee's appeal. If the aggrieved employee elects final and binding arbitration in accordance with this provision, the parties shall mutually select an arbitrator. In the event the parties cannot agree on an arbitrator, they shall mutually request a panel of five arbitrators from the California State Conciliation Service or from the American Arbitration Association if either party objects to the State Conciliation Service, and select an arbitrator by the alternate strike method. 48 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of this Memorandum of Agreement and such Merit System Rules, regulations, policies, procedures, City ordinances, resolutions relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances appealed to the arbitrator. The arbitrator shall be without power to make any decision: (1) Regarding matters of interest. (2) Contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum of Agreement. (3) Granting any wage increases or decreases. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of this Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and criteria set forth in this section and without regard to the merits of the grievance. If the issue is held to be arbitrable, the arbitration proceedings will be recessed for up to five working days during which the parties shall attempt to resolve the grievance. If no resolution is reached, the arbitrator will resume the hearing and hear and resolve the issue on the merits. Copies of the arbitrator's decision shall be submitted to the City, the aggrieved employee and the Union. All direct costs emanating from the arbitration procedure shall be shared equally by the City and the aggrieved employee or the Association. Section 39. Bulletin Boards and Telephones The Association shall have access to existing bulletin boards in Unit employee work areas and to the City e-mail and voice mail systems for the purpose of posting notices or announcements including notices of social events, recreational events, membership meetings, results of elections and reports on minutes of Association meetings. Any other material must have prior approval of the Police Chief. Action on approval will be taken within 24 hours of submission. Emails sent for Association business shall be copied to the Human Resources Director at distribution. City telephones may be used for Association business so long as there is no disruption of work and all toll or message unit calls are charged to the Association credit card. 49 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Section 40. Access to Association Representatives Representatives of the Association are authorized access to City work locations for the purpose of conducting business within the scope of representation, provided that no disruption of work is involved and the business transacted is other than recruiting of members or collecting of dues, and the representative must notify the Human Resources Department office prior to entering the work location. Section 41. Meeting Places The Association shall have the right to reserve City meeting and conference rooms for use during non -working hours. Such meeting places will be made available in conformity with City's regulations and subject to the limitations of prior commitment. Section 42. Voluntary Leave Program: (a) The City of Palo Alto has established a Peace Officer Voluntary Leave Program to provide members of the Palo Alto Peace Officers' Association, Incorporated (hereafter referred to as "PAPOA") the opportunity to donate their accrued vacation time to assist fellow members of PAPOA either due to: (a) an employee's own verifiable non -industrial catastrophic illness or injury (as defined herein) or (b) in order to care for a member of the employee's immediate family (spouse, child, parent or registered domestic partner suffering from a verifiable catastrophic illness or injury) and have exhausted or will presently exhaust all of their paid leave. In order to be eligible to receive donated leave, an employee must have a catastrophic illness or injury or an employee's immediate family member must have a catastrophic illness or injury that requires the employee to provide full-time care for this family member. Care will be taken to emphasize the voluntary nature of the plan and to insure confidentiality of employee participants and medical conditions (where applicable). A Police Officer Voluntary Leave Sharing Program has been established to accept donations of vacation in accordance with the Program's guidelines. All donations shall be: 1. Voluntary 2. Irrevocable 3. Confidential, unless disclosure is required by law 50 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 4. In whole hour increments of at least (4) hours, with hours donated being converted to donee hours based on the donee's salary rate (so that there will be no cost to the City due to salary differential) 5. The employee shall be required to exhaust all other types of leave to request donated leave 6. It is understood that employees seeking or receiving leave under this program will apply for long-term disability benefits for which they may be eligible 7. Where any of the period during which an employee receives donated leave is designated as family leave under the California Family Rights Act (CFRA) or Family Medical Leave Act (FMLA), the employee will be eligible for continuation of medical and other available benefits during that family leave period (for up to 12 weeks), in accordance with the requirements of those laws. If the employee receiving donated leave is not eligible for CFRA/FMLA benefit continuation, or after the employee has exhausted the available CFRA/FMLA leave period, the employee will need to pay the premiums for continued medical and other available benefits if the employee chooses to continue such coverages through the City. 8. If the donation request is based on the need for an employee to care for an immediate family member, as defined above, the family member must require full-time care by the employee. Certification of this requirement by a health care professional is required. 9. The maximum donated time a donee may receive is 12 months (if available). 10.Applications to donate leave or receive leave under this Program are made to the Human Resources Department. 11. This is a pilot program and is subject to cancellation by either party. PAPOA members interested in donating leave or in applying to receive donated leave shall complete forms provided by the Human Resources Department. If an applicant for leave is found to meet the criteria set forth herein, Human Resources will determine the availability of and (as applicable) allocation of donated paid leave. Payroll will be notified in writing of the number of hours to be deducted from each donating employee's vacation balance and transferred to the donee employee(s). (b) The City reserves the right to modify or terminate this program at any time. (c) Catastrophic Illness or Injury (also referred to as "medical emergency" in Revenue Ruling 90-29 and Sections 801(c) and 812 of the Merit Rules and Regulations): A non -occupational medical condition of an employee that will require the prolonged absence of the employee from duty and which will result in a substantial loss of income to the employee because the employee will have exhausted all paid leave available apart from the Voluntary Employee Leave Sharing Program. Non -disability 51 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 postpartum leave as referenced in Merit Rule 801(b) shall not be considered a catastrophic illness or injury under this policy. (d) Nothing in this section precludes an Association member from utilizing or participating in the City's Voluntary Employee Leave Sharing Program. Section 43. Utilization of Reserves for Field Services Division Events (a) Management will determine staffing levels for each event. (b) Events for which the department receives reimbursement will be staffed by regular officers, except that in the event a sufficient number of regular officers are unavailable, reserve officers may be used. (c) Reserves may be used for the May Day Parade, Stanford University or NFL football games, park patrol, Black and White Ball, and supplemental patrol staffing in excess of levels set forth in the Field Services Staffing Levels general order. (d) Events, for which the department does not receive reimbursement, may be staffed in the ratio of two reserve officers to one regular officer. Reserves may be used in any situation where an insufficient number of regular officers are available. (e) Staffing for the University Avenue Street Fair will consist of no less than a 1:1 ratio of regular officers to reserve officers. Section 44. Overtime Meals for Investigative Services Division Effective July 1, 1996, for ISD personnel who are working authorized investigative overtime extending for a period either four hours after the conclusion of their normal work shift, or four hours prior to the beginning of the normal work shift, shall be entitled to reimbursement for the appropriate meal at the City per diem rate. The meal reimbursement shall also apply for any authorized investigative overtime on a weekend or holiday in excess of four hours. Section 45. Hiring Incentives Qualified lateral officers, who have a current basic or higher POST certificate, hired during the term of this agreement may upon City Manager approval: 52 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 (a) Accrue vacation leave at a beginning rate equal to the rate they were earning at their previous employer, subject to a maximum of 160 hours per year with progression to higher accrual rates as provided in Section 27, Vacation Accrual; and (b) Begin their employment with the City with a sick leave balance not to exceed 96 hours. (c) Receive a hiring incentive. Any future hiring incentive program will be discussed with the Association prior to implementation and the Department will reasonably consider any recommendations from the Association regarding internal referral programs to be utilized in conjunction with that program. (d) Laterals returning to the Palo Alto Police Department must have been separated from the City for a minimum of 2 years to be eligible for this incentive program. (e) Based on years of service, level of experience, and educational achievement, experienced lateral officers may receive a starting salary at any appropriate level within the "Police Officer" classification as deemed appropriate by the City Manager on recommendation of the Chief of Police. Section 46. Full Understanding (a) The Memorandum of Agreement contains the full and entire understanding of the parties regarding the matters set forth herein. (b) It is the intent of the parties that ordinances, resolutions, rules and regulations enacted pursuant to this Memorandum of Agreement be administered and observed in good faith. (c) Nothing in this agreement shall preclude the parties from mutually agreeing to meet and confer on any subject within the scope of representation during the term of this agreement. (d) Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federal legislation or by reason of State Supreme Court or U. S. Supreme Court ruling, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. (e) Prior Agreements & Side Letters: Upon Implementation of this agreement, all prior 53 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 agreements and side letters become null and void. In any instance where internal department polices and/or practices are in conflict with this agreement, this agreement shall take precedence. (f) During the term of this Memorandum of Agreement, Management may propose certain changes in the City Merit System Rules and regulations. With regard to such changes which pertain to the representation unit, the parties agree to review, and upon request, meet and confer regarding the changes. Section 47. Printed Agreement The City will provide copies of the Memorandum of Agreement resulting from these negotiations in booklet form to all represented employees. Section 48. Duration Except as expressly and specifically provided otherwise herein for the retroactive application of a specific provision(s), this Memorandum of Agreement shall become effective upon ratification by both parties hereto and remain in effect through June 30, 2021. EXECUTED: FOR: PALO ALTO PEACE OFFICERS' ASSOCIATION Alex Afanasiev FOR: CITY OF PALO ALTO James Keene, City Manager 54 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Anthony Becker Rumi Portillo, Human Resources Director Wayne Benitez Nick Raisch, Chief Negotiator Manager Employee Relations and Training Aaron Sunseri Charles Sakai, Counsel Sloan Sakai Yeung & Wong, LLP Joel Hornung Patty Lum, Assistant Chief of Police Peter Hoffmann, Rains Lucia Stern, PC Peter Castelino, Human Resources Technician 55 City of Palo Alto and PAPOA July 1, 2018 — June 30, 2021 Updated Salary schedule to be added 56 CITY OF PALO ALTO City of Palo Alto (ID # 9332) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approval of Community Theatre Partnership Agreements Title: Approval of the Renewal of Three Public -Private Partnership Agreements Between the City of Palo Alto and TheatreWorks, Palo Alto Players, and West Bay Opera for the use of the Lucie Stern Community Theatre From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve the renewal of the public -private partnership agreements between the City of Palo Alto and TheatreWorks, Palo Alto Players, and West Bay Opera for cooperative use of the Lucie Stern Community Theatre (Attachments B, C, D) for the period July 1, 2018 —June 30, 2019. Background The Lucie Stern Community Theatre is used by three local companies: TheatreWorks, Palo Alto Players, and West Bay Opera, each of whom produce approximately 15 productions each year. These partnerships provide the companies with an artistic home, an essential component of their ongoing existence, offering stability through the up and downs of the economy during times when cutbacks in government, foundation and corporate funding for the arts are the national norm. In return, the companies collectively provide culturally enriching theatrical experiences for more than 45,000 audience members annually. TheatreWorks was founded by San Francisco Bay Area native Robert Kelley in 1970 as a theatre arts workshop for teenage and college students. Chartered by the City to produce work that would reflect the concerns of the community during an unsettled period in American life, the company produced thirteen wholly original works for the stage in its first three years. Although company actors initially performed in a variety of venues, a tradition was established of staging several shows each season at the Lucie Stern Theatre. When the Mountain View Center for the Performing Arts opened in 1991, the company began producing five main stage productions there each season, along with three productions each season at the Lucie Stern Theatre. City of Palo Alto Page 1 Palo Alto Players became the Peninsula's first theatre company in 1931 when a group of 100 residents gathered together to create a theatre dedicated to the Palo Alto community. Initially, productions were held at a makeshift performance space in the Palo Alto Community House adjacent to the train station (now MacArthur Park Restaurant). Soon after, Lucie Stern invited the Players to be the resident theatre company at the Community Theatre. In 1974, the Palo Alto layers dissolved their ties with the Parks and Recreation Department, becoming an independent company. Since that time, the City of Palo Alto has continued to support the Palo Alto Players with performance, rehearsal and shop space. West Bay Opera was founded by Henry Holt in 1955. Originally called the Little Opera Guild, the company began presenting fully staged operatic performances. Under the leadership of Mr. Holt, who was succeeded by his wife, Maria Holt, and then by the present director, Jose Luis Moscovich, West Bay Opera has grown steadily. In 1974, the West Bay Orchestra was established. In 1982, the company acquired space for rehearsals, offices, a costume shop and storage on Lambert Avenue in Palo Alto. Annually, West Bay Opera presents three fully staged productions at the Lucie Stern Theatre. Discussion Theatre Works, Palo Alto Players and West Bay Opera's usage of the Lucie Stern Community Theatre are covered by public -private partnership agreements, which have been in place for decades although periodically updated. Community Services Department staff, along with a professional theatre management company, VenueTech, are working closely with the three theatre groups to develop new, updated agreements that will also support the continuation of the City's long term relationship with the three resident theatre groups. Given the long history of these partnerships and the cultural benefits of providing the Palo Alto community with a diverse range of artistic events, staff recommends that the City Council approve a one-year extension of the existing public -private partnership, while the strategic planning continues. Staff anticipates that new agreements will be done before July 1, 2019, and will come back to Council for approval. The current agreements provide that the three groups use the Stern Theatre and its offices, shops, and storage space without charge in exchange for a revenue share of $2 per ticket. In FY 2017 this revenue totaled approximately $78,000. RESOURCE IMPACT No additional City resources are required and it is anticipated that this partnership will lead to enhanced programs over the life of the agreement. POLICY IMPLICATIONS This partnership would be categorized as a public/private partnership under the City's Public - Private Partnership Policy (Policy 1-25: Public/Private Partnerships). Attachments: • Attachment A - Public Private Partnership Policy City of Palo Alto Page 2 • Attachment B FY19 Palo Alto Players • Attachment C FY19 TheatreWorks • Attachment D FY19 West Bay Opera • FY19 Community Theatre Partner Agreement - Template City of Palo Alto Page 3 Attachment A POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 PUBLIC/PRIVATE PARTNERSHIPS POLICY STATEMENT The City of Palo Alto encourages the formation of public/private partnerships for the benefits the community receives. For the purposes of this policy, "public/private" also encompasses "public/nonprofit" partnerships. Definitions Public/private partnership: A public/private partnership is an agreement between the City and a nonprofit or private organization to provide services or to assist in funding of public facilities and programs. Such partnerships may take various forms, including: • Acceptance of or solicitation of service or facility proposals • Facilitation of such proposals through the City's regulatory process • Waiver of City General Fund fees to help reduce project costs. • Contributions of City matching funds for construction of facilities to be owned and controlled or operated by the City. • Provision of facilities to the private partner at no charge or at a subsidized rent. Public/private partnerships typically fall into one of three categories: co-sponsorship, alliances or joint ventures. Co -Sponsorships: This is the most common type of public/private partnership. An organization furthers the mission of the City by supporting a City activity or program in conjunction with pursuit of that organization's own mission or program. Co -sponsorships can take the form of one-time events or annual agreements. Some examples of co -sponsorships include the Palo Alto Tennis Club use of City courts to provide a youth tennis program and American Youth Soccer Organization's use of space in a City facility to train referees. Co - sponsorships are entered into by staff and normally have no or minimal financial impact. Alliances: This type of public/private partnership involves organizations that have been created for the sole purpose of supporting a City program or an array of City programs. The organization does not expect to receive any direct financial benefit or to alter City policy and/or operations, but undertakes to work closely and cooperatively with staff to implement City goals. Alliance organizations include the Recreation Foundation, the Art Center Foundation (Project Look or Cultural Kaleidoscope), the Friends of the Children's Theatre (the Magic Castle), the Library Foundation and the Friends of the Palo Alto Library (financial assistance with the renovation and expansion of the Children's Library). Alliances are approved by the Council if there are any staffing or budgetary implications to the partnership. 1 Attachment A POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 Joint Ventures: This type of partnership involves organizations which have programs or missions independent of the City and involve the City entering into a contractual relationship with the public or nonprofit organization with both parties contributing to the partnership for their mutual benefit. Each joint venture is uniquely negotiated by the staff and approved by the City Council. Examples of Joint Ventures include TheatreWorks, Palo Alto Players and West Bay Opera's use of the Community Theatre and use of the former police station by older adult service provider, Avenidas. PROCEDURES Initiation of partnerships: Public/private partnerships may be initiated in one of three ways: • By staff: Staff identifies an opportunity for such a partnership and undertakes an informal or formal request for proposal process to identify partners. • By Council: The City Council directs staff to work with a private or nonprofit organization to develop such a partnership. • By a private or nonprofit organization: An organization makes a partnership proposal to the staff or City. City Manager Review: If the partnership proposal involves more than one City department, the City Manager's Office will appoint a team with representatives of all City departments who are stakeholders in the partnership proposal. The team will analyze the proposal and inform the City Manager of the resource implications of the proposal, including staffing and monetary commitments. This would include proposed fee waivers. If the proposal will require a re -ordering of depai tiuent priorities that have already been approved by the Council in setting its annual priorities or in the budget process, Council approval will be required prior to commitment to the partnership. Council approval will also be required if the partnership requires a new or adjusted allocation of operating or capital funding. Note: Co -sponsorships usually only involve a single department and do not necessitate the formation of an interdepartmental committee, the involvement of the City Manager's Office or the approval of the City Council. City -Initiated Partnerships: Such partnerships will be guided by existing policies and procedures governing purchasing and outsourcing, using "requests for proposals" and/or bid processes as the method of initiating a partnership. A City -initiated partnership may incorporate incentives including naming rights, waiver of non -enterprise fund building and planning fees, reduced lease rates, free use of space, subsidies, and staff resources. All incentives may be negotiated on a case -by -case basis. 2 Attachment A POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 Evaluation of Viability of Partnering Organization: Staff will provide the City Manager and/or City Council with its assessment of the viability of the proposed partnership, based on the partnering organization's possession of sound organizational, administrative and fiscal management, and its demonstrated experience to achieve and sustain project tasks, such as fundraising and building community support. For proposed facility improvement or expansion initiatives, the nonprofit or private organization should have the ability and commitment to make a substantial pledge to the project's cost. Facilities Proposals: • If a City facility is to be renovated, expanded or otherwise be directly affected by the partnership, the Infrastructure Management Plan will have to be adjusted appropriately. • Long-term staffing, operational and maintenance costs must be identified in the proposal. The project's applicable costs and funding sources for furnishings, fixtures and equipment will be identified. • The parties will negotiate the joint or separate financial responsibility for any project cost overruns on a project -by -project basis. • Staff may recommend that any standard City processing or use fee authorized under the Municipal Fee Schedule, excluding fees and charges levied by City of Palo Alto Utilities or other City enterprise fund programs, should be waived as a condition of the City's participation. Waiver of fees may be granted by the Council and limited to those fees associated with a construction or capital improvement project which, upon its completion, results in a new or improved public facility, building or park, or some portion thereof, that will be solely owned or controlled by the City. In the event that only a portion of a construction or capital improvement project will result in a new or improved City facility, building or park, or portion thereof, then the Council may waive only that portion of any associated fee directly relating to the construction, improvement or enhancement of the City facility, building or park. As appropriate, the summary and recommendation in the report to the Council will include a staff recommendation 011 waiving fees which the Council can approve or reject. • The City will determine whether the nonprofit or private organization shall use or may forego a formal or informal competitive selection process in the hiring of professionals who will perform the management, design and/or construction phases of the project. The City shall review and approve the requirements for and the performance of all phases of design, planning and construction work for the project. 3 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 AGREEMENT FOR PERFORMING ARTS SERVICES THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the 1st day of July, 2018 by and between THE CITY OF PALO ALTO, a California chartered municipal corporation ("City") and Palo Alto Players (Organization Name), a California nonprofit public benefit corporation, located at 1305 Middlefield Road, Palo Alto, CA 94301 (Address) (telephone: 650-329-0891 ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. SERVICES: During the Term of this Agreement, as defined in Section 5 below, Contractor shall present that portion of Contractor's 2018 - 2019 theatrical performances (the "Services") that are produced at City's Lucie Stern Community Center. 2. FACILITY: For purposes of this Agreement, the defined term "Facility" is deemed to mean those portions of the Lucie Stern Community Center comprising the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. FEE: Pursuant to the Municipal Fee Schedule (Exhibit G), the services to be performed under this Agreement constitute a "Class I" use of the Facility. 4. EXHIBITS: The Exhibits listed below, Appendices A through E and Attachments 1 through 4 are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits, Appendices and Attachments are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Hearing -Impaired Device Addendum Exhibit E: Insurance Requirements Exhibit F: Municipal Fee Schedule Exhibit G: Contractor Injury and Prevention Policy 5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on June 30, 2019 (the "Term"). 6. COMPENSATION: During the Term, Contractor shall pay City: (a) Two Dollars ($2.00) for each ticket sold and (b) compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule, a copy of which is attached hereto as Exhibit G. Contractor shall send payment in accordance with Exhibit C to City, Attn: Project Manager. Page 1 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-02/PWD August 1990 BUILDING SAFETY RESPONSIBILITY POLICY STATEMENT It is the policy of the City of Palo Alto that all City owned, rented or leased buildings be free from safety hazards. The Facilities Engineer has established a maintenance program for the safety and upkeep of all City buildings and structures. To help ensure that City buildings and structures are kept free from safety hazards, the head of each department to which City buildings and structures are assigned is responsible for their safe condition. PROCEDURE A. Inspections - Regularly scheduled inspections shall be made by department Safety Committees, including supervisor of the department/division, for the purpose of identifying unsafe conditions. 1. Detailed reports of all hazards identified during the inspections will be distributed to the appropriate department head, Risk Manager, and the Facilities Engineer. The report will list unsafe conditions and will contain recommendations for corrections. 2. Action to be taken because of identified unsafe conditions shall be resolved between the Risk Manager, Facilities Engineer, Fire Inspector, Chief Building Official, and the responsible supervisor or department head. B. Building Modifications - Any alterations or modifications to building structures, electrical, heating or plumbing components will be accomplished by the Division of Facilities Management. Work shall be done in compliance with all applicable Building, Plumbing, Heating and Electrical Codes required by Inspection Services. 1. Work Request forms (requesting that the Facilities Management Division do the work) may be obtained by calling x6900. 2. The Division of Inspection Services will issue a building permit for approved work and make necessary inspections during the course of construction. Page 1 of 2 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-02/PWD August 1990 NOTE: Questions and/or clarification of this policy should be directed to the Facilities Engineer, Facilities Management Division. Page 2 of 2 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 CONDUCT IN CITY FACILITIES POLICY STATEMENT Palo Alto Municipal Code Section 2.08.050 enables the City Manager to prescribe and enforce regulations for entry into or use by members of the public of any City real property, building, structure, or other facility. Regulations have been enacted for several facilities to facilitate general public use of the facilities in accordance with their mission, maintain access to City services, and minimize disruption to City business. (While City staff, in the exercise of its professional duties, is exempt from some of the enacted regulations; the following regulations apply to City staff working at all City facilities.) PROCEDURE No person shall enter or remain in City facilities after posted closing hours except when authorized by a supervisor (e.g. to work late/early, work on shift assignments or attend public meetings or authorized special event function). 2. Access to some areas within City facilities are restricted due to security concerns and the need to protect sensitive equipment. Unauthorized staff shall not enter restricted areas unless specifically authorized by City staff having authority to enter. 3. For the use of conference rooms in the City Hall Building, including the Council Conference Room, City staff will give first priority to City business meetings and City public meetings, second priority to meetings or events for other governmental officials or agencies, and third priority to meetings or events co -sponsored by the City which provide services directly benefiting City employees (including union meetings, public speaking meetings, public health events, and the like). 4. No person shall obstruct the entrances, exits or corridors into and within City facilities in any manner that impedes or restricts public access or presents a safety hazard. This restriction shall not apply to City staff or contractors who are utilizing City facility entrances, exits or corridors for maintenance or repair or for loading or unloading material. 5. No person shall bike, run, ride skateboards, roller skate, in -line skate or engage in loud or boisterous conduct in City facilities. Page 1 of 4 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 6. No person shall use sound or light generating or amplifying devices within City facilities in any manner which interferes with the conduct of City business or with any in -progress meeting or special event. Sound or light generating or amplifying devices employed by City staff or utilized by persons with the authorization of City staff to assist with special events in City Hall are exempt from this prohibition. 7. No person shall use public restrooms in City facilities for bathing (except for the washing of hands and face) or washing or drying of clothes. 8. No person shall prepare or consume food or beverages (except for water in enclosed containers or medically required food or beverage) in the public areas of City facilities except at special events authorized by City staff. 9. No person shall solicit funds or charitable donations from members of the public or City staff within City facilities. This prohibition shall not apply to City -sponsored employee contribution campaigns for charity, or to charitable solicitation activities which employees pursue on their break or lunch hour. 10. No person shall sell, offer to sell, or display for the purpose of sale any commercial product, service, or device within City facilities. This prohibition shall not apply to City -issued franchises for food service to City employees. 11. No person shall engage in any threatening or intimidating language or conduct directed at any member of the public or City employee. 12. No person shall bring a bicycle, tricycle or similar wheeled conveyance into City facilities, except for City employees who store such conveyances in accordance with department process. This restriction shall not apply to persons utilizing wheelchairs or similar medically required devices within City facilities. This restriction shall not apply to persons utilizing children's strollers or similar conveyances when necessary to transport young children into and within City facilities. 13. No person shall post any document, place any object or hang any art within the City Hall Lobbies unless approved by the Director of Arts and Culture. 14. No person shall bring any animal into City facilities, except, where animals are intrinsic to the program offered by the City. This regulation shall not apply to service animals assisting individuals with disabilities or animals Page 2 of 4 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 under the control of a police officer or an animal handler authorized by City staff to attend a special event conducted in the Lobbies or other area of City Hall. 15. No person shall use City facilities primarily for sleeping purposes as this may unreasonably interfere with the use of the facilities by other members of the public or City staff. 16. The public shall have access from elevators through passageways and halls to the designated reception facilities for various City services for the purpose of conducting business with the City. The work areas beyond the reception facilities are not public areas and no person except authorized City staff may enter or remain in employee work areas unless authorized by, or in the company of, City staff. 17. No person shall use the Council Chambers for any purpose without express prior approval of the City Clerk. The City Clerk shall approve the use of the Council Chambers only for the conduct of City public meetings, authorized City functions, meetings conducted for City employees by authorized employee representative groups for the purpose of providing services that directly benefit City employees, City -permitted events, and events hosted by other governmental officials or agencies. 18. No person except Council Members, commission members or authorized City staff shall enter the dais or staff area of the Council Chambers during the conduct of a public meeting unless authorized. No person except Council Members, commission members or authorized City staff shall attach any document or object onto the walls or furniture of the Council Chambers unless authorized. 19. No person except authorized City staff shall access any secured storage or mechanical areas in the Parking Garage. 20. No person except authorized City staff shall enter or remain in the elevator lobbies that provide access to City Hall on levels A, B, and C after City Hall closing time, except when these elevator lobbies are kept open during meetings or scheduled events. 21. No person shall use the public areas of the City Hall Parking Garage for any purpose except the parking of vehicles and bicycles. Page 3 of 4 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 22. No person shall dispose of any household garbage, yard waste, construction debris, hazardous materials or other waste in the City Hall Parking Garage or waste containers provided for City use. 23. No person shall tamper with, damage or vandalize any structural component, equipment or building system in the City Hall Parking Garage. 24. No person shall camp within the City Hall Parking Garage. 25. No person shall post any document, sign, banner, or object within the Parking Garage, except for City staff in the conduct of its responsibilities. NOTE: Questions about this policy should be directed to the City Manager's Office. Page 4 of 4 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 SAFETY POLICY POLICY STATEMENT It is the policy of the City of Palo Alto to provide a safe workplace, safe equipment, proper materials, and to establish and insist upon safe work practices and procedures at all times. All employees shall take an active part in protecting themselves, their fellow employees and the general public. All employees shall comply with all California Occupational Safety and Health Act standards, all applicable safety laws, and with the provisions and guidelines set forth in the City of Palo Alto's Injury and Illness Prevention Program (IIPP). PROCEDURE A. Responsibilities Every employee, participant, and volunteer having direction, management, control, or custody of a place of employment, operation, or other employees is responsible for assuring that safety is first and foremost in their respective operations. Accident prevention is an essential part of the job and shall not be sacrificed in the interest of quality or quantity of work. Responsibilities are outlined in the City's IIPP. IIPP manuals shall be kept in each division within the City. The manual is also available on the City's Intranet. Each employee shall be provided with an employee manual outlining his/her responsibilities and the code of safe work practices for his/her specific division. B. Training Effective safety training for all employees is an essential component of a successful injury and illness prevention program. All new employees shall be oriented to the City's IIPP. Orientation training is provided through the new hire process. In addition, supervisors shall provide instructions on safe work practices and provide specific training on hazards relating to an employee's specific work assignment. Remedial training shall be provided to employees whose safety performance is deficient. Page 1 of 3 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 C. Safety Committees 1. Depa' (mental Safety Committees a. Safety committees shall be established as prescribed in the several Memoranda of Agreement. The safety committee composition shall be in accordance with the Memorandum of Agreement as entered into with the City and PAPOA, TAFF, and SEIU representation organizations. b. The safety committees shall operate under the following guidelines: 1) a management member of the committee shall be chairperson to direct the meetings; 2) minutes of the meetings shall be kept and disseminated to the membership and the Risk Management and Safety Office; and 3) meetings shall be held regularly at a specified date and time. c. Safety committee responsibilities include: 1) implementing and assisting with the provisions of the City's Injury and Illness Prevention Program, as well as depaitiuent and division safety programs; 2) encouraging fellow employees to adopt safe work practices; and 3) reviewing work practices to ensure worker and public safety. 2. Citywide Safety Committee a. Departments under the collective bargaining agreement with the Service Employees International Union (SEIU) shall establish a ten -member citywide union/management safety committee with equal union and management membership. Issues that are "citywide" shall be addressed by the Citywide Safety Committee. b. The Citywide Safety Committee will meet upon call to: 1) review safety and occupational health standards and practices; Page 2 of 3 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 2) discuss overall City safety and health problems; 3) act as an advisory group to the departmental safety committees; and 4) review all departmental safety programs and recommend change where necessary. c. Citywide safety issues shall be submitted to the Risk Manager for review. Upon establishing that the safety issue is applicable to the entire city operation and not particular to any one division, the Risk Manager shall convene a meeting of the Citywide Safety Committee to properly address the safety issue. Those safety concerns that are applicable only to a particular division shall be dealt with in that division's safety committee. D. Disciplinary/Remedial Action It is the responsibility of every employee to adhere to all safety rules. However, should it become necessary because of failure to comply, disciplinary action shall be administered. Disciplinary action shall be defined as per the Merit System Rules and Regulations, Chapter 10. Members of management failing to enforce or abide by this safety policy or by the City's IIPP shall also be subject to the above provisions. All Accident/Property Damage and Supervisor's Reports shall be routed to the Risk Manager for review. In instances where disciplinary or remedial action appears to be warranted, the Risk Manager shall review the circumstances with the Employee Relations and Compensation Manager and make recommendations to the department manager as needed. NOTE: Questions and/or clarification of this policy should be directed to the Human Resources Department. Page 3 of 3 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 RISK MANAGEMENT AND SAFETY REPORT OF ACCIDENT/PROPERTY DAMAGE Submit within 24 hours of incident. Department/Division: Date/Time Incident Occurred: Today's Date: Incident Investigated/Reported By: Type of Incident (i.e., Collision, Injury to a Public Person, Property Damage, Loss, Etc.) Photos Taken? ❑ Yes ❑ No Location of Incident (Include Address): City Vehicle No. Did The Incident Involve: 0 City Property 0 Private Property 0 Both Were Police Called? ❑ Yes ❑ No Officer/Dept. Taking Report: Police Report No. PERSONS INVOLVED Employee Name: Position/Department: Employment Status: 0 Regular 0 Volunteer 0 Hourly Other Party: Address: Phone: Liability Insurance Company (If applicable) Address: Phone: Witness Name A/Registered Owner: Address: Phone: Witness Name B: Address: Phone: INJURY/DAMAGE ASSESSMENT How did the incident occur? What was the person doing? Description of incident or damage. Severity of Injury (Check One): 0 No first aid required. 0 Minor first -aid required (i.e., ice, bandage). 0 Emergency services required (i.e., paramedics, police). Action Taken (Use back of page for additional space). Additional comments, information or diagrams may be provided on the reverse side of this form. SIGNATURE Signature: Name (Printed): Phone: Department/Division: DIS I RBU110N: Risk Management: Attorney's Office Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRYFORIVISACCPRO.doc Rey: 03/17/06 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 REPORT OF ACCIDENT/PROPERTY DAMAGE PAGE 2 ADDITIONAL COMMENTS OR INFORMATION DIAGRAM (Of Vehicle Accident Scene) Please Use Street COST ANALYSIS Vehicle Unit No. FOR FACILITY & EQUIPMENT MAINTENANCE USE ONLY Work Order No. Repair Cost Downtime Cost: Down Time: Other Costs Estimator's Signature Date DISTRIBUTION: Risk Management; Attorney's Office; Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRD FORMS/ACCPRO.doc Rev 03/17/C6 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless City, its Council Members, officers, employees and agents from and against any and all demands, claims or liability of any nature, including wrongful death, caused by or arising from the acts, errors, omissions, willful misconduct, or gross negligence during the Term by Contractor, its officers, directors, employees, subcontractors or agents, except to the extent such demands, claims or liability of any nature arise from the acts, errors, omissions, willful misconduct, or gross negligence of City, its Council Members, officers, employees, contractors or agents. 8. ENTIRE AGREEMENT: This Agreement and the terms and conditions set forth in the attached Exhibits, Appendices and Attachments represent the entire agreement between the Parties with respect to the Services. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 9. QUIET ENJOYMENT: Contractor, upon payment of the consideration required hereunder and Contractor's performance of all obligations of Contractor hereunder and Contractor's observance of City's policies referenced herein, shall and may peacefully and quietly have, hold and enjoy the Premises during the Term. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under the laws of the State of California (Organization Name) a California non-profit public benef>f goe comy:oration ocu I By: By: f 5 ' S.OLttuit,a, Palo Alto Players Judge Luckey Its: PROJECT MANAGER AND REPRESENTATIVE FOR City E759619E6E4746B... Elizabeth Santana (Print Full Name) Managing Director (Print Full Title) I.R.S. Number: Address: 1305 Middlefield Road, Palo Alto, CA 94301 Telephone: 650-329-0891 Page 2 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 City OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) City DEPARTMENT ❑ Funds Have Been Budgeted (1) PURCHASING & CONTRACT ADMINISTRATION INSURANCE REVIEW (2) APPROVAL OVER $25,000 (3) PURCHASING MANAGER APPROVAL OVER $25,000 APPROVAL OVER $85,000 City OF PALO ALTO BY: ATTEST: B). : City ATTORNEY MAYOR City CLERK Page 3 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT A RESPONSIBILITIES OF CONTRACTOR During the Term, Contractor shall: Abide by the policies/procedures established by City and City's Arts and Sciences Division and the Department of Community Services for the use of City facilities, equipment, costumes, props, furniture, scenery and other production elements. These shall include, but are not limited to, (1) Building Safety Responsibility (Appendix A), Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E).. Follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Contractor's Injury and Prevention Policy (Exhibit G). (2) Reserved (3) Reserved (4) Bear sole responsibility for the control and supervision of all production activities and personnel connected therewith, and notify all personnel of their obligations and responsibilities pertaining to their respective responsibilities, having primary responsibility for building security when Contractor is occupying City facilities. (5) Provide Project Manager or his/her designee with a list of all pyrotechnic effects (including the use of open flames), all hydro technical effects, all use of fog or haze, all loud noises (e.g., gunshots), and all use of strobe lights at least twenty-one (21) days prior to first use on stage. No flames shall be permitted on stage without the required fire permits from City. Smoking by any of the actors on stage as an integral part of the Production is deemed a pyrotechnic effect. Safety precautions approved by a City Fire Inspector and Project Manager or his/her designee will be taken when smoking is occurring on stage, and the audience shall be notified beforehand that smoking, loud noises (e.g., gunshots) or use of strobe lights will occur on the stage. All Fire Department fees for "Open Flame Permits" and "Candles and Open Flames in Assembly Areas Permits" shall be the responsibility of Contractor. (6) Provide Project Manager with the rehearsal schedule, performance schedule, and shops schedule. Space reservations for the Facility are specified in Attachment 1. No performance shall begin earlier than 9:00 a.m. nor end later than midnight. In no event shall Contractor conduct rehearsals or other activities, or otherwise occupy City facilities from 12 midnight to 8:00 a.m. unless prior written permission is obtained from Project Manager or a designated employee of City is on site. Contractor shall observe all facility security rules and regulations as established by City (Appendix A, Appendix B and Page 4 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Appendix C). Schedule of use must include a minimum of (4) four weeks reserved for City Maintenance of the facility, within the term of this agreement. (7) Designate as Project Director for the length of this Agreement an employee or sub- contractor to manage or supervise all areas, Contractor personnel and Contractor property in this Agreement, including production, technical, house personnel and any and all support groups and to be Contractor's liaison with Project Manager or his/her designee in all matters relating to the City in any way. (8) Reserved. (9) Reserved. (10) Contractor shall provide City with a copy of their Injury and Illness Prevention Policies (Exhibit L), which shall ensure that Contractor: shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to Project Manager or his/her designee on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.).. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. . Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. (11) Bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650- 463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). (12) Maintain its existence as an independent, non-profit corporation under the laws of the State of California. (13) Submit all signs or displays to be located on or in the Facility to Project Manager or his/her designee for approval at the first production meeting. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials Page 5 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Stern courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be easily removed for limited periods during photography shoots, special events, or building maintenance. (14) Clean and clear the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to Project Manager's or his/her designee's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and Project Manager or his/her designee and the incoming authorized user of the facilities, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the STRIKE CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the STRIKE CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. (15) Leave storage, paint, scene, and costume spaces clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes by the Monday following opening performance. (16) Leave all spaces clear, clean and orderly at the end of each use. Rehearsal Hall is to be cleared of all materials, except major set pieces and any rehearsal props, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms are to be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials are to be placed in the recycling and composting carts near the trash dumpster and garbage and trash are to be placed into the dumpster. Contractor is required to reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways are to be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. (17) Enforce current regulations as established by City with regard to smoking, food and drink in City facilities. Contractor shall provide ushers at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals Page 6 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 assisting individuals with disabilities or to animals in training to become service animals. Use of animals on the stage is subject to approval by Project Manager or his/her designee. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby. Contractor shall clean up all food and drink containers daily after use. (18) Be responsible for cleaning the Lucie Stern hallway restrooms for weekend performances. (19) Comply with City TB test requirement for employees and volunteers of Contractor at any time the City Risk Manager deems it necessary. (20) Comply with City sound ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. (21) Pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule attached as Exhibit G, pursuant to the following (a) For a period of one (1) hour prior to until at least one half (1/2) hour after the completion of each Performance listed in Contractor Production and Exclusive Use Schedule, 2018 - 2019 (Attachment 1). (b) For any Performance not included in Attachment 1, Contractor may add additional performances of the Productions listed in Attachment 1 upon thirty (30) days' advance notice to City. (c) When using other City facilities at the same time as a Performance listed in ATTACHMENT 1. (22) Provide house manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers have been trained in theatre emergency, safety and use procedures usher. Contractor shall submit a list of its trained personnel to Project Manager prior to public performances for each Production. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. (23) Install and/or remove the removable auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. (24) Remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, Page 7 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. (25) Replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or his/her designee as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. (26) Reserved. (27) Request approval to use the Facility for classes, camps or workshops by submitting written application to Project Manager or his/her designee at least sixty (60) days prior to the applicable date. No later than thirty (30) days prior to the applicable date, the Project Manager or his/her designee shall deliver to Contractor in writing his/her approval or disapproval. Failure to respond shall be deemed approval. In the event of disapproval, then he/she shall briefly explain the reasons therefore. No such activity will be advertised or promoted until it has been approved by the Project Manager or the time for review has passed, whichever occurs first. (28) Comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is permitted at the Facility if approved by Project Manager, whose approval will not be unreasonably withheld. Unless otherwise specifically permitted and pursuant to City policy, the only alcoholic beverages that may be sold or served at City facilities are wines, including champagne and sparkling wine. If alcoholic beverages are to be sold or distributed free of charge, Contractor must possess a valid On -Sale General Theatre License for the Facility. A copy of Contractor's permit for the sale or distribution of alcoholic beverages shall be provided to Project Manager. Proof of liquor liability insurance where City is named as co-insured with liability of at least One Million Dollars ($1,000,000.00) shall be required. Permits are to be displayed as required by law. It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor. Identification must be checked if the person appears to be under thirty (30) years of age. After each performance, Contractor shall remove all items, including cups, glasses, bottles, napkins and food from the lobby and other areas within the Facility as well as the courtyard. Contractor is required to adhere to City's Recycling and Zero Waste Program (Appendix D). (29) Cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility one of Contractor's designated and City - approved key and/or proximity card holders. Any exceptions to the foregoing requirement must be approved, in writing, by Project Manager or his/her designee. Any Page 8 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 exceptions must be approved by Project Manager or his/her designee in writing. (30) Prevent any modifications of a permanent or disfiguring nature of or to the Facility. Contractor may not install or attach anything in or on the Facility without having first submitted a written request to Project Manager and having received written permission from Project Manager or his/her designee. The approval of Project Manager does not relieve Contractor from any responsibility to obtain necessary City permits or Building Department approvals for the modification. Should Contractor violate the provisions of this Paragraph (30), Contractor shall be charged for all repairs necessary to restore the Facility to its original condition and for any additional costs arising from such violation. (31) Immediately report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify Project Manager or his/her designee within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to Project Manager or his/her designee on a form provided by City. (32) Ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may result in the imposition of greater restrictions imposed on Contractor for access to the Facility, including the possible forfeiture of keys/proximity cards by Contractor and/or restricted access times. (33) Complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. (34) Operate and conduct business in compliance with City's Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The City Recycling Program department can assist with resources for achieving this goal. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. (35) Avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. (36) Practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). (37) Recycle all materials included in the City's Recycling Program including paper (all Page 9 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. (38) Include on the title page of all production and event programs the following credit: "Use of this facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." (39) Reserved. (40) Have the right to borrow available Community Theatre -owned properties, sets, costumes and scenery for productions scheduled in this Agreement. Costumes, properties and sets created by Contractor with Contractor -owned materials will remain the property of Contractor, and shall be removed from the Facility at the conclusion of the production in which the materials are used. The Project Manager or his/her designee may, on a case -by -case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. (41) If minors are involved in the Production, comply with all of the State of California's rules and regulations regarding Child Labor. (42) Reserved. (43) EXHIBIT B RESPONSIBILITIES OF CITY During the Term, City shall: (1) Allow Contractor the exclusive use of the Facility, as defined in Article 2, as scheduled in Attachment 1 for the preparation and presentation of Productions performed under this Page 10 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 agreement provided that Contractor submits specific rehearsal schedules, performance schedules and shop use schedules. Any use of City facilities and equipment other than those listed in the Agreement and the Exhibits thereto, which facilities and/equipment are nonetheless required to allow Contractor to perform its Services hereunder are subject to a different contract between City and Contractor. (2) Allow the use of the auditorium and the stage for performances and brush -up rehearsals within the period described in Exhibit A, Paragraph 6. (3) Allow the use of the exclusive use of the stage and the auditorium prior to the opening night of the Productions , with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the production schedule set forth in Attachment 1. Allow the use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the schedule as set forth in Attachment 1. Additional facility use may be provided as specified in item (Exhibit B (1); Exhibit A (27)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least seventy-two (72) hours' prior notice to Contractor. (4) Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. (5) Monitor all aspects of production with respect to safety issues (Appendix A, Appendix B and Appendix C). If Project Manager or any designee(s) deem(s) that any procedure followed by Contractor is unsafe, he or she has the authority to require the immediate suspension of such procedure. City and Contractor will work together to prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during facility inspections. (6) Provide a Facilities Attendant for a period of one and one half (1 1/2) hour prior to until at least one half (1/2) hour after the complete of each Performance listed in Attachment 1. (7) Provide persons designated by Contractor and approved by Project Manager or his/her designee with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy - Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the Page 11 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 cost of rekeying or reprogramming the locks of the facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor. (8) Have the right, with no notice, to suspend the Agreement if the Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City will not assume any financial responsibility for loss of revenue by Contractor. If the Facility is not available due to earthquake, other disaster, or safety related issues, City will not assume any financial responsibility for loss of revenue by Contractor. Page 12 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT C GENERAL CONDITIONS (1) City. The Manager Arts -Children's Theatre is hereby designated Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement by City. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or his/her designee. Contractor shall go through Project Manager or his/her designee in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. (2) Contractor. Contractor shall assign a single Project Director who shall have overall responsibility for the compliance of Contractor with the Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different Project Director, Contractor shall notify City immediately of same. The Project Director shall be responsible for all actions of Contractor. The Project Director shall also be responsible for disseminating to appropriate personnel all communication and information from City. (3) Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. (4) Days Defined. The term "days" shall mean calendar days. (5) Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. (10) Ticket Sales: (a) Contractor's budget for the Term of the Agreement is attached hereto, marked "Attachment 2" and incorporated herein by reference as though fully set forth herein. (b) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each Production for sale at the theatre box office one hour prior to each performance Until one (1) hour prior to the beginning of a Performance, Contractor shall not sell (a) seat numbers C1, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 Page 13 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 or (ii) the block of seats T1, T3, T5, T7, T9, Ul, U3, U5, U7 and U9 for the purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (c) Contractor agrees the price of admission for the season shall be as set forth in Attachment 3. (d) Contractor shall remit to City a surcharge in the amount of Two Dollars ($2.00) for each and every ticket sold either through subscription, group, individual, promotional or any other means. The foregoing surcharge is due within thirty (30) calendar days the closing date of the Production. The word "sold" as used in this Paragraph (10)(d) is to include any tickets given in exchange for monetary consideration, including donations. City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in section C(13), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. (e) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (f) Contractor may operate an intermission snack concession during each Performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. If alcoholic beverages are to be sold or distributed free of charge, Contractor shall have on display a California State A.B.C. Permit and provide Project Manager with proof of liquor liability where City is named as co-insured with liability of at least one million dollars ($1,000,000.00) (See Exhibit A (29) above). It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor by checking I.D.'s if the person appears to be under thirty years of age. Food and drink may not be taken into the Auditorium or the Light/Sound Booth at any time. Contractor shall remove all cups, glasses, bottles, napkins and food from the lobby, green room, and any other affected areas, including the courtyard, after each performance. Contractor is required to adhere to City's Zero Waste Plan (Appendix D). (11) Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation under the laws of California and be governed by a Board of Trustees. Any changes in Contractor's Articles of Page 14 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Incorporation, By -Laws, or tax-exempt status shall be reported by Contractor immediately to Project Manager. Not more than twenty-five percent (25%) of the persons serving on the governing board of Contractor may be interested persons. "Interested persons" means any person currently being compensated by Contractor for services rendered to it, whether as a full or part-time employee, independent or otherwise, but excluding any reasonable compensation paid to a director as director. (12) Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent (Attachment 4) and notify Project Manager within five (5) business days of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City staff. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years bar-coded electronic records of tickets sold, sales records, and a verified report of sold and unsold tickets which must be made available to City of Palo Alto Auditor upon request. (13) PRODUCTION REPORTS AND RECORDS. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this agreement prior to its final approval (Attachment 5). (14) CORRECTIVE ACTION REQUIREMENT. Notwithstanding the requirements of this Agreement, in the event City should determine from any source, including but not limited Page 15 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 to reports submitted by Contractor under this Agreement or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. (15) CONTRACTS WITH OTHER AGENCIES. Contractor agrees not to enter into any contract or agreement with another person or agency that will materially interfere with or inhibit the full performance of the Services to be provided by Contractor under this Agreement. Contractor agrees to terminate as soon as legally possible any contract or agreement which will materially interfere with or inhibit the full performance of the services to be provided by Contractor to City under this Agreement. Nothing herein is intended to prohibit Contractor from applying for, and receiving, supplementary funding from other than City sources so long as any agreement required for such funding does not materially interfere with or inhibit the full performance of the services to be provided by Contractor under this Agreement. Contractor is specifically encouraged to seek such supplementary funding. Any agreement between Contractor and the Mountain View Center for the Performing Arts or any other theatrical venue shall not be deemed to violate this Section (15). (16) INTEREST OF CONTRACTOR. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of its Services hereunder. Contractor further covenants that, to the best of Contractor's knowledge and belief, in the performance of its Services under the Agreement, no subcontractor or person having such an interest shall be employed by Contractor. It is expressly agreed that, in the performance of the Services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of City. (17) ASSIGNMENT. Both Parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, or convey the Agreement or any right, title, or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and the Parties' respective interests herein shall not be assignable by operation of law without the prior written consent of the other Party. (18) SUBCONTRACTORS. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be employees of Contractor and Contractor agrees to be responsible for Page 16 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. (19) INDEMNITY. Except to the extent the same arise from the negligence or willful misconduct of City, its officers, contractors, agents, employees, or persons brought onto the Premises by or through City, Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and the Premises from and against (a) any injury or death or property damage arising from the use or occupancy of the Premises by Tenant, its officers, agents, employees or any persons brought onto the Premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or any subcontractor under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under the Agreement. (20) INTOXICATION. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such persons further participation in the Productions. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. (21) WORKER'S COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Code, and it certifies that it will comply with such provisions during the Term of the Agreement. (22) INSURANCE. Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage insuring not only Contractor and its subcontractors, if any, but also, with the exception of workers' compensation and employer's liability insurance, City, its officers, agents, and employees and each of them. City is to be named as Additional Insured with liability coverage of at least One Million Dollars ($1,000,000.00). A copy of the certificate(s) of insurance shall be attached to the Agreement and shall be filed with City concurrently with the execution of this Agreement. Said certificate shall be subject to the approval of City Attorney and shall contain an endorsement stating that Page 17 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 said insurance is primary coverage and will not be canceled or altered by the insurer except after filing with City Clerk thirty (30) days' written notice of such cancellation or alteration. Current certificates of such insurance shall be kept on file at all times during the Term of the Agreement. (23) WEAPONS. No firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. (24) LEGAL COMPLIANCE. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. Page 18 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT D HEARING -IMPAIRED DEVICE ADDENDUM Contractor's personnel shall be permitted to manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) (f) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and remove the batteries, placing the batteries into the battery charger. (iii) Return all headsets and batteries to their storage case. Page 19 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 (iv) Verify the presence of all twenty (20) headsets and batteries. (v) Return the headset storage case to its place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red light on the top of the case. (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. The provisions of this Exhibit D may be terminated upon reasonable notice at any time by Project Manager or his/her designee, and may be terminated upon thirty (30) days' prior written notice by Contractor. Page 20 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT E 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 AND 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO 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 CONTRACTORAND 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. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL Page 21 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 22 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT F CITY OF PALO ALTO MUNICIPAL FEE SCHEDULE Page 23 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 EXHIBIT G CONTRACTOR INJURY AND PREVENTION POLICY I. INTRODUCTION AND PURPOSE It is the policy of Palo Alto Players (Organization) to maintain a safe and healthy work environment for each employee and to comply with all applicable occupational health and safety regulations. This Injury and Illness Prevention Program (IIPP) is intended to establish a framework for identifying and correcting workplace hazards within the organization. II. RESPONSIBILITIES General Manager The General Manager has primary authority and responsibility to ensure the implementation of the IIPP and to e be Alwoh y� ]t d safety of the department's staff. This is accomplished by communicating (Organization) ' emphasis on health and safety, analyzing work procedures for hazard identification and correction, ensuring regular workplace inspections, providing health and safety training, and encouraging prompt employee reporting of health and safety concerns without fear of reprisal. Safety Committee The Safety Committee has the ongoing responsibility to maintain and update this IIPP, to assess compliance with applicable regulations and policies, to evaluate reports of unsafe conditions, and to coordinate any necessary corrective actions. The Safety Committee meets at least quarterly and includes representatives from various departments. The Safety Committee membership may rotate periodically. Unsafe conditions that cannot be immediately corrected by an employee or his/her supervisor should be reported to the General Manager or any Safety Committee member by filling out a "Report of Unsafe Condition or Hazard" form. Timely correction of workplace hazards will be tracked by the Safety Committee which will receive and review reports of unsafe conditions, workplace inspection reports, and injury reports. Specifically, the Safety Committee will: Review the results of periodic, scheduled workplace inspections to identify any needed safety procedures or programs and to track specific corrective actions. Review supervisors' investigations of accidents and injuries to ensure that all causes have been identified and corrected. Where appropriate, submit suggestions to department managers for the prevention of future incidents. Page 24 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Review alleged hazardous conditions brought to the attention of any committee member, determine necessary corrective actions, and assign responsible parties and correction deadlines. When determined necessary by the Committee, the Committee may conduct its own investigation of accidents and/or alleged hazards to assist in establishing corrective actions. Submit recommendations to assist depaitiuent managers in the evaluation of employee safety suggestions. The Safety Committee must prepare and make available to all department personnel written minutes of issues discussed at the meetings. These minutes must be posted or made available in a convenient location and must be maintained on file for at least one year. Supervisors Supervisors play a key role in the implementation of the IIPP. They are responsible for: Palo Alto Players Communicating to their staff (Organization) 's emphasis on health and safety. Ensuring periodic, documented inspection of workspaces under their authority. Ensuring that the Safety Committee is aware of all accidents which have occurred, and all hazards which have been observed since the last meeting. Working with the Operations Manager to address facility -related safety concerns. Promptly correcting identified hazards. Modeling and enforcing safe and healthful work practices. Providing appropriate safety training and personal protective equipment. Implementing measures to eliminate or control workplace hazards. Stopping any employee's work that poses an imminent hazard to either the employee or any other individual. Encouraging employees to report health and safety issues to the Safety Committee without fear of reprisal. All Employees Page 25 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 It is the responsibility of all employees to comply with all applicable health and safety regulations and established work practices. This includes, but is not limited to: Observing health and safety -related signs, posters, warning signals and directions. Reviewing the building emergency plans and assembly areas. Learning about the potential hazards of assigned tasks and work areas. Taking part in appropriate health and safety training. Following all safe operating procedures and precautions. Using proper personal protective equipment. Warning coworkers about defective equipment and other hazards. Reporting unsafe conditions immediately to a supervisor, and stopping work if an imminent hazard is presented. Participating in workplace safety inspections. III. IDENTIFYING WORKPLACE HAZARDS Regular, annual workplace safety inspections of all departments must be conducted. By law, the first of these inspections must take place when the department first adopts the IIPP. The inspections should be noted and the department should maintain copies of this documentation. These regular inspections will be supplemented with additional inspections whenever new substances, processes, procedures, or equipment introduced into the workplace represent a new occupational safety and health hazard or whenever supervisors are made aware of a new or previously unrecognized hazard. Generally, supervisors are responsible for identification and correction of hazards that their staff face and should ensure that work areas they exercise control over are inspected at least annually. Supervisors should check for safe work practices with each visit to the workplace and should provide immediate verbal feedback where hazards are observed. The "Report of Unsafe Condition" form should be filled out when a referral is made to the Safety Committee as a result of a condition discovered during an inspection for which the responsible supervisor could not determine an immediate remedy. The "Report of Unsafe Condition" form can also be obtained by any employee, filled out and turned in anonymously. IV. COMMUNICATING WORKPLACE HAZARDS Page 26 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Supervisors are responsible for communicating with all workers about safety and health issues in a form readily understandable by all workers. All department personnel are encouraged to communicate safety concerns to their supervisor without fear of reprisal. The Safety Committee is another resource for communication regarding health and safety issues for employees. Additionally, Safety Committee minutes and other safety -related items are posted or made available at a convenient location. Employees will also be informed about safety matters by e-mail, voice mail, or by distribution of written memoranda. Occasionally, the Safety Committee may also sponsor seminars or speakers or coordinate other means to communicate with employees regarding health and safety matters. Supervisors are responsible for ensuring that employees are supplied access to hazard information pertinent to their work assignments. Information concerning the health and safety hazards of tasks performed by department staff is available from a number of sources. These sources include, but are not limited to, Material Safety Data Sheets (MSDSs, see below), equipment operating manuals, container labels and work area postings. Material Safety Data Sheets Material Safety Data Sheets (MSDSs) provide information on the potential hazards of products or chemicals. Hard copies of MSDSs for the chemicals used in the department are available to all employees in a convenient location. If an MSDS is found to be missing, a new one can be obtained by faxing a written request to the manufacturer. A copy of this request should be kept until the MSDS arrives. MSDSs are also available over the Internet from a variety of sources. Equipment Operating Manuals All equipment is to be operated in accordance with the manufacturer's instructions, as specified in the equipment's operating manual. Copies of operating manuals should be kept with each piece of equipment in the department. Persons who are unfamiliar with the operation of a piece of equipment and its potential hazards must at least read the operating manual before using the equipment. Training should also be sought from an experienced operator or supervisor. V. CORRECTING WORKPLACE HAZARDS Hazards discovered either as a result of a scheduled periodic inspection or during normal operations must be corrected by the supervisor in control of the work area, or by cooperation between the depaitiiient in control of the work area and the supervisor of the employees working in that area. Supervisors of affected employees are expected to correct unsafe conditions as quickly as possible after discovery of a hazard, based on the severity of the hazard. Specific procedures that can be used to correct hazards include, but are not limited to, the following: Page 27 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Tagging unsafe equipment "Do Not Use Until Repaired," and providing a list of alternatives for employees to use until the item is repaired. Stopping unsafe work practices and providing retraining on proper procedures before work resumes. Reinforcing and explaining the need for proper personal protective equipment and ensuring its availability. Barricading areas that have chemical spills or other hazards and reporting the hazardous conditions to a supervisor or. If an imminent hazard exists, work in the area should cease, and the appropriate supervisor must be contacted immediately. If the hazard cannot be immediately corrected without endangering employees or property, all personnel need to be removed from the area except those qualified and necessary to correct the condition. These qualified individuals will be equipped with necessary safeguards before addressing the situation. VI. INVESTIGATING INJURIES AND ILLNESSES Injury Reporting Employees who are injured at work must report the injury immediately to their supervisor. If immediate medical treatment beyond first aid is needed, call 911. The injured party will be taken to the appropriate hospital or medical center. The supervisor of the injured employee must work with a designated department personnel to ensure that the "Employer's Report of Occupational Injury or Illness" and a "Workers' Compensation Claim Form" are completed properly and submitted to the General Manager. If the injured employee saw a physician, the supervisor should obtain a medical release form before allowing the employee to return to work. The health care provider may stipulate work tasks that must be avoided or work conditions that must be altered before the employee resumes his or her full duties. Injury Investigation The employee's supervisor is responsible for performing an investigation to determine and correct the cause(s) of the incident. Specific procedures that can be used to investigate workplace accidents and hazardous substance exposures include: Interviewing injured personnel and witnesses. Page 28 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Examining the injured employee's workstation for causative factors. Reviewing established procedures to ensure they are adequate and were followed. Reviewing training records of affected employees. Determining all contributing causes to the accident. Taking corrective actions to prevent the accident/exposure from reoccurring. Recording all findings and actions taken. The supervisor's findings and corrective actions should be documented and presented to the Safety Committee using the "Accident Report Form". If the supervisor is unable to determine the cause(s) and appropriate corrective actions, other resources, such as the Safety Committee, should be sought. The Safety Committee will review each accident or injury report to ensure that the investigation was thorough and that all corrective actions are completed. Investigations and/or corrective actions that are found to be incomplete will be routed back to the supervisor for further follow- up, with specific recommendations noted by the committee. The General Manager will bring corrective actions that are not implemented in a reasonable period of time to the attention of the Department head. VII. EMPLOYEE HEALTH AND SAFETY TRAINING Employee safety training is provided at no cost to the employee and is conducted during the employee's normal working hours. Safety training may be presented by a knowledgeable supervisor, other department personnel, or by representatives from other relevant departments. Regardless of the instructor, all safety training should be documented using the "Safety Training Attendance Record". Initial IIPP Training When the IIPP is first implemented, all personnel will be trained on the structure of the IIPP, including individual responsibilities under the program, and the availability of the written program. Training will also be provided on how to report unsafe conditions, how to access the Safety Committee, and where to obtain information on workplace safety and health issues. Personnel hired after the initial training session will be oriented on this material as soon as possible by the appropriate supervisor. These individual training sessions should be documented using the "Employee Safety Training Record". Training on Specific Hazards Page 29 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 Supervisors are required to be trained on the hazards to which the employees under their immediate control may be exposed. This training aids a supervisor in understanding and enforcing proper protective measures. All supervisors must ensure that the personnel they supervise receive appropriate training on the specific hazards of work they perform, and the proper precautions for protection against those hazards. Training is particularly important for new employees and whenever a new hazard is introduced into the workplace. Such hazards may include new equipment, hazardous materials, or procedures. Health and Safety training is also required when employees are given new job assignments on which they have not previously been trained and whenever a supervisor is made aware of a new or previously unrecognized hazard. Specific topics which may be appropriate to department personnel include, but are not limited to, the following: Fire prevention techniques and fire extinguisher use. Obtaining emergency medical assistance and first aid. Disaster preparedness and response, including building evacuation procedures. Health and safety for computer users. Back care, body mechanics, and proper lifting techniques. Hazard communication, including training on MSDSs, chemical hazards and container labeling. Proper housekeeping. Chemical spill reporting procedures. VIII. ENSURING COMPLIANCE All depai liiient personnel have the responsibility for complying with safe and healthful work practices, including applicable regulations and departmental safety procedures. Overall performance in maintenance of a safe and healthy work environment should be recognized by the supervisor and noted in performance evaluations. Employees will not be discriminated against for work -related injuries, and injuries will not be included in performance evaluations, unless the injuries were a result of an unsafe act on the part of the employee. Standard progressive disciplinary measures in accordance with the applicable personnel policy will result when employees fail to comply with applicable regulations and/or departmental safety procedures. All personnel will be given instruction and an opportunity to correct unsafe behavior. Repeated failure to comply or willful and intentional noncompliance may result in Page 30 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 disciplinary measures up to and including termination. IX. RECORD KEEPING Documents related to the IIPP are maintained in a safe and convenient location for record keeping. Documents that should be kept on file include: Records of scheduled and periodic workplace inspections, including the persons conducting the inspection, any identified unsafe conditions or work practices, and corrective actions. Employee safety training records, including the names of all attendees and instructors, the training date, and material covered. Reports of Unsafe Conditions or Hazards. Safety Committee Meeting Documentation. Hazard Correction Reports. Accident, Injury or Illness Investigation Reports. Page 31 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 LIST OF APPENDICES Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) Online: http://cityconnect/depts/pw/zero_waste paloalto.asp#Recycling & Composting City Report of Accident/Property Damage (Appendix E). Page 32 DocuSign Envelope ID: 3CCCDBBO-FA52-4687-847C-4EA268D4D038 LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 ATTACHMENT 4 Contractor Production and Exclusive Use Schedule, 2018 - 2019 Contractor's Pricing Policy Name of Contractor's Fiscal Agent Contractor's Most Recently Filed California State Tax Form 199 Page 33 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 AGREEMENT FOR PERFORMING ARTS SERVICES THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the 1st day of July, 2018 by and between THE CITY OF PALO ALTO, a TheatreWorks Silicon Valley California chartered municipal corporation ("City") and (Organization Name), a California nonprofit public benefit corporation, located at PO Box 50458 Palo Atla CA 94303 (Address) (telephone: 773-339-3269 ) ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. SERVICES: During the Term of this Agreement, as defined in Section 5 below, Contractor shall present that portion of Contractor's 2018 - 2019 theatrical performances (the "Services") that are produced at City's Lucie Stern Community Center. 2. FACILITY: For purposes of this Agreement, the defined term "Facility" is deemed to mean those portions of the Lucie Stern Community Center comprising the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. FEE: Pursuant to the Municipal Fee Schedule (Exhibit G), the services to be performed under this Agreement constitute a "Class I" use of the Facility. 4. EXHIBITS: The Exhibits listed below, Appendices A through E and Attachments 1 through 4 are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits, Appendices and Attachments are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Hearing -Impaired Device Addendum Exhibit E: Insurance Requirements Exhibit F: Municipal Fee Schedule Exhibit G: Contractor Injury and Prevention Policy 5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on June 30, 2019 (the "Term"). 6. COMPENSATION: During the Term, Contractor shall pay City: (a) Two Dollars ($2.00) for each ticket sold and (b) compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule, a copy of which is attached hereto as Exhibit G. Contractor shall send payment in accordance with Exhibit C to City, Attn: Project Manager. Page 1 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-02/PWD August 1990 BUILDING SAFETY RESPONSIBILITY POLICY STATEMENT It is the policy of the City of Palo Alto that all City owned, rented or leased buildings be free from safety hazards. The Facilities Engineer has established a maintenance program for the safety and upkeep of all City buildings and structures. To help ensure that City buildings and structures are kept free from safety hazards, the head of each department to which City buildings and structures are assigned is responsible for their safe condition. PROCEDURE A. Inspections - Regularly scheduled inspections shall be made by department Safety Committees, including supervisor of the department/division, for the purpose of identifying unsafe conditions. 1. Detailed reports of all hazards identified during the inspections will be distributed to the appropriate department head, Risk Manager, and the Facilities Engineer. The report will list unsafe conditions and will contain recommendations for corrections. 2. Action to be taken because of identified unsafe conditions shall be resolved between the Risk Manager, Facilities Engineer, Fire Inspector, Chief Building Official, and the responsible supervisor or department head. B. Building Modifications - Any alterations or modifications to building structures, electrical, heating or plumbing components will be accomplished by the Division of Facilities Management. Work shall be done in compliance with all applicable Building, Plumbing, Heating and Electrical Codes required by Inspection Services. 1. Work Request forms (requesting that the Facilities Management Division do the work) may be obtained by calling x6900. 2. The Division of Inspection Services will issue a building permit for approved work and make necessary inspections during the course of construction. Page 1 of 2 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-02/PWD August 1990 NOTE: Questions and/or clarification of this policy should be directed to the Facilities Engineer, Facilities Management Division. Page 2 of 2 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 CONDUCT IN CITY FACILITIES POLICY STATEMENT Palo Alto Municipal Code Section 2.08.050 enables the City Manager to prescribe and enforce regulations for entry into or use by members of the public of any City real property, building, structure, or other facility. Regulations have been enacted for several facilities to facilitate general public use of the facilities in accordance with their mission, maintain access to City services, and minimize disruption to City business. (While City staff, in the exercise of its professional duties, is exempt from some of the enacted regulations; the following regulations apply to City staff working at all City facilities.) PROCEDURE No person shall enter or remain in City facilities after posted closing hours except when authorized by a supervisor (e.g. to work late/early, work on shift assignments or attend public meetings or authorized special event function). 2. Access to some areas within City facilities are restricted due to security concerns and the need to protect sensitive equipment. Unauthorized staff shall not enter restricted areas unless specifically authorized by City staff having authority to enter. 3. For the use of conference rooms in the City Hall Building, including the Council Conference Room, City staff will give first priority to City business meetings and City public meetings, second priority to meetings or events for other governmental officials or agencies, and third priority to meetings or events co -sponsored by the City which provide services directly benefiting City employees (including union meetings, public speaking meetings, public health events, and the like). 4. No person shall obstruct the entrances, exits or corridors into and within City facilities in any manner that impedes or restricts public access or presents a safety hazard. This restriction shall not apply to City staff or contractors who are utilizing City facility entrances, exits or corridors for maintenance or repair or for loading or unloading material. 5. No person shall bike, run, ride skateboards, roller skate, in -line skate or engage in loud or boisterous conduct in City facilities. Page 1 of 4 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 6. No person shall use sound or light generating or amplifying devices within City facilities in any manner which interferes with the conduct of City business or with any in -progress meeting or special event. Sound or light generating or amplifying devices employed by City staff or utilized by persons with the authorization of City staff to assist with special events in City Hall are exempt from this prohibition. 7. No person shall use public restrooms in City facilities for bathing (except for the washing of hands and face) or washing or drying of clothes. 8. No person shall prepare or consume food or beverages (except for water in enclosed containers or medically required food or beverage) in the public areas of City facilities except at special events authorized by City staff. 9. No person shall solicit funds or charitable donations from members of the public or City staff within City facilities. This prohibition shall not apply to City -sponsored employee contribution campaigns for charity, or to charitable solicitation activities which employees pursue on their break or lunch hour. 10. No person shall sell, offer to sell, or display for the purpose of sale any commercial product, service, or device within City facilities. This prohibition shall not apply to City -issued franchises for food service to City employees. 11. No person shall engage in any threatening or intimidating language or conduct directed at any member of the public or City employee. 12. No person shall bring a bicycle, tricycle or similar wheeled conveyance into City facilities, except for City employees who store such conveyances in accordance with department process. This restriction shall not apply to persons utilizing wheelchairs or similar medically required devices within City facilities. This restriction shall not apply to persons utilizing children's strollers or similar conveyances when necessary to transport young children into and within City facilities. 13. No person shall post any document, place any object or hang any art within the City Hall Lobbies unless approved by the Director of Arts and Culture. 14. No person shall bring any animal into City facilities, except, where animals are intrinsic to the program offered by the City. This regulation shall not apply to service animals assisting individuals with disabilities or animals Page 2 of 4 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 under the control of a police officer or an animal handler authorized by City staff to attend a special event conducted in the Lobbies or other area of City Hall. 15. No person shall use City facilities primarily for sleeping purposes as this may unreasonably interfere with the use of the facilities by other members of the public or City staff. 16. The public shall have access from elevators through passageways and halls to the designated reception facilities for various City services for the purpose of conducting business with the City. The work areas beyond the reception facilities are not public areas and no person except authorized City staff may enter or remain in employee work areas unless authorized by, or in the company of, City staff. 17. No person shall use the Council Chambers for any purpose without express prior approval of the City Clerk. The City Clerk shall approve the use of the Council Chambers only for the conduct of City public meetings, authorized City functions, meetings conducted for City employees by authorized employee representative groups for the purpose of providing services that directly benefit City employees, City -permitted events, and events hosted by other governmental officials or agencies. 18. No person except Council Members, commission members or authorized City staff shall enter the dais or staff area of the Council Chambers during the conduct of a public meeting unless authorized. No person except Council Members, commission members or authorized City staff shall attach any document or object onto the walls or furniture of the Council Chambers unless authorized. 19. No person except authorized City staff shall access any secured storage or mechanical areas in the Parking Garage. 20. No person except authorized City staff shall enter or remain in the elevator lobbies that provide access to City Hall on levels A, B, and C after City Hall closing time, except when these elevator lobbies are kept open during meetings or scheduled events. 21. No person shall use the public areas of the City Hall Parking Garage for any purpose except the parking of vehicles and bicycles. Page 3 of 4 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 22. No person shall dispose of any household garbage, yard waste, construction debris, hazardous materials or other waste in the City Hall Parking Garage or waste containers provided for City use. 23. No person shall tamper with, damage or vandalize any structural component, equipment or building system in the City Hall Parking Garage. 24. No person shall camp within the City Hall Parking Garage. 25. No person shall post any document, sign, banner, or object within the Parking Garage, except for City staff in the conduct of its responsibilities. NOTE: Questions about this policy should be directed to the City Manager's Office. Page 4 of 4 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 SAFETY POLICY POLICY STATEMENT It is the policy of the City of Palo Alto to provide a safe workplace, safe equipment, proper materials, and to establish and insist upon safe work practices and procedures at all times. All employees shall take an active part in protecting themselves, their fellow employees and the general public. All employees shall comply with all California Occupational Safety and Health Act standards, all applicable safety laws, and with the provisions and guidelines set forth in the City of Palo Alto's Injury and Illness Prevention Program (IIPP). PROCEDURE A. Responsibilities Every employee, participant, and volunteer having direction, management, control, or custody of a place of employment, operation, or other employees is responsible for assuring that safety is first and foremost in their respective operations. Accident prevention is an essential part of the job and shall not be sacrificed in the interest of quality or quantity of work. Responsibilities are outlined in the City's IIPP. IIPP manuals shall be kept in each division within the City. The manual is also available on the City's Intranet. Each employee shall be provided with an employee manual outlining his/her responsibilities and the code of safe work practices for his/her specific division. B. Training Effective safety training for all employees is an essential component of a successful injury and illness prevention program. All new employees shall be oriented to the City's IIPP. Orientation training is provided through the new hire process. In addition, supervisors shall provide instructions on safe work practices and provide specific training on hazards relating to an employee's specific work assignment. Remedial training shall be provided to employees whose safety performance is deficient. Page 1 of 3 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 C. Safety Committees 1. Depa' (mental Safety Committees a. Safety committees shall be established as prescribed in the several Memoranda of Agreement. The safety committee composition shall be in accordance with the Memorandum of Agreement as entered into with the City and PAPOA, TAFF, and SEIU representation organizations. b. The safety committees shall operate under the following guidelines: 1) a management member of the committee shall be chairperson to direct the meetings; 2) minutes of the meetings shall be kept and disseminated to the membership and the Risk Management and Safety Office; and 3) meetings shall be held regularly at a specified date and time. c. Safety committee responsibilities include: 1) implementing and assisting with the provisions of the City's Injury and Illness Prevention Program, as well as depaitiuent and division safety programs; 2) encouraging fellow employees to adopt safe work practices; and 3) reviewing work practices to ensure worker and public safety. 2. Citywide Safety Committee a. Departments under the collective bargaining agreement with the Service Employees International Union (SEIU) shall establish a ten -member citywide union/management safety committee with equal union and management membership. Issues that are "citywide" shall be addressed by the Citywide Safety Committee. b. The Citywide Safety Committee will meet upon call to: 1) review safety and occupational health standards and practices; Page 2 of 3 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 2) discuss overall City safety and health problems; 3) act as an advisory group to the departmental safety committees; and 4) review all departmental safety programs and recommend change where necessary. c. Citywide safety issues shall be submitted to the Risk Manager for review. Upon establishing that the safety issue is applicable to the entire city operation and not particular to any one division, the Risk Manager shall convene a meeting of the Citywide Safety Committee to properly address the safety issue. Those safety concerns that are applicable only to a particular division shall be dealt with in that division's safety committee. D. Disciplinary/Remedial Action It is the responsibility of every employee to adhere to all safety rules. However, should it become necessary because of failure to comply, disciplinary action shall be administered. Disciplinary action shall be defined as per the Merit System Rules and Regulations, Chapter 10. Members of management failing to enforce or abide by this safety policy or by the City's IIPP shall also be subject to the above provisions. All Accident/Property Damage and Supervisor's Reports shall be routed to the Risk Manager for review. In instances where disciplinary or remedial action appears to be warranted, the Risk Manager shall review the circumstances with the Employee Relations and Compensation Manager and make recommendations to the department manager as needed. NOTE: Questions and/or clarification of this policy should be directed to the Human Resources Department. Page 3 of 3 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 RISK MANAGEMENT AND SAFETY REPORT OF ACCIDENT/PROPERTY DAMAGE Submit within 24 hours of incident. Department/Division: Date/Time Incident Occurred: Today's Date: Incident Investigated/Reported By: Type of Incident (i.e., Collision, Injury to a Public Person, Property Damage, Loss, Etc.) Photos Taken? ❑ Yes ❑ No Location of Incident (Include Address): City Vehicle No. Did The Incident Involve: 0 City Property 0 Private Property 0 Both Were Police Called? ❑ Yes ❑ No Officer/Dept. Taking Report: Police Report No. PERSONS INVOLVED Employee Name: Position/Department: Employment Status: 0 Regular 0 Volunteer 0 Hourly Other Party: Address: Phone: Liability Insurance Company (If applicable) Address: Phone: Witness Name A/Registered Owner: Address: Phone: Witness Name B: Address: Phone: INJURY/DAMAGE ASSESSMENT How did the incident occur? What was the person doing? Description of incident or damage. Severity of Injury (Check One): 0 No first aid required. 0 Minor first -aid required (i.e., ice, bandage). 0 Emergency services required (i.e., paramedics, police). Action Taken (Use back of page for additional space). Additional comments, information or diagrams may be provided on the reverse side of this form. SIGNATURE Signature: Name (Printed): Phone: Department/Division: DIS I RBU110N: Risk Management: Attorney's Office Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRYFORIVISACCPRO.doc Rey: 03/17/06 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 REPORT OF ACCIDENT/PROPERTY DAMAGE PAGE 2 ADDITIONAL COMMENTS OR INFORMATION DIAGRAM (Of Vehicle Accident Scene) Please Use Street COST ANALYSIS Vehicle Unit No. FOR FACILITY & EQUIPMENT MAINTENANCE USE ONLY Work Order No. Repair Cost Downtime Cost: Down Time: Other Costs Estimator's Signature Date DISTRIBUTION: Risk Management; Attorney's Office; Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRD FORMS/ACCPRO.doc Rev 03/17/C6 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless City, its Council Members, officers, employees and agents from and against any and all demands, claims or liability of any nature, including wrongful death, caused by or arising from the acts, errors, omissions, willful misconduct, or gross negligence during the Term by Contractor, its officers, directors, employees, subcontractors or agents, except to the extent such demands, claims or liability of any nature arise from the acts, errors, omissions, willful misconduct, or gross negligence of City, its Council Members, officers, employees, contractors or agents. 8. ENTIRE AGREEMENT: This Agreement and the terms and conditions set forth in the attached Exhibits, Appendices and Attachments represent the entire agreement between the Parties with respect to the Services. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 9. QUIET ENJOYMENT: Contractor, upon payment of the consideration required hereunder and Contractor's performance of all obligations of Contractor hereunder and Contractor's observance of City's policies referenced herein, shall and may peacefully and quietly have, hold and enjoy the Premises during the Term. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under the laws of the State of California (Organization Name) a California non-profit public benefcoloration ocu Igoe y: By: By: Puy( S'at&fora TheatreWorks Silicon Valley Judge Luckey Its: PROJECT MANAGER AND REPRESENTATIVE FOR City 91A16253E2CC42A... PhilipJ Santora (Print Full Name) PhilipJ Santora (Print Full Title) I.R.S. Number: 94-2831245 Address: PO Box 50458 Palo Atla CA 94303 Telephone: 773-339-3269 Page 2 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 City OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) City DEPARTMENT ❑ Funds Have Been Budgeted (1) PURCHASING & CONTRACT ADMINISTRATION INSURANCE REVIEW (2) APPROVAL OVER $25,000 (3) PURCHASING MANAGER APPROVAL OVER $25,000 APPROVAL OVER $85,000 City OF PALO ALTO BY: ATTEST: B). : City ATTORNEY MAYOR City CLERK Page 3 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT A RESPONSIBILITIES OF CONTRACTOR During the Term, Contractor shall: Abide by the policies/procedures established by City and City's Arts and Sciences Division and the Department of Community Services for the use of City facilities, equipment, costumes, props, furniture, scenery and other production elements. These shall include, but are not limited to, (1) Building Safety Responsibility (Appendix A), Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E).. Follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Contractor's Injury and Prevention Policy (Exhibit G). (2) Reserved (3) Reserved (4) Bear sole responsibility for the control and supervision of all production activities and personnel connected therewith, and notify all personnel of their obligations and responsibilities pertaining to their respective responsibilities, having primary responsibility for building security when Contractor is occupying City facilities. (5) Provide Project Manager or his/her designee with a list of all pyrotechnic effects (including the use of open flames), all hydro technical effects, all use of fog or haze, all loud noises (e.g., gunshots), and all use of strobe lights at least twenty-one (21) days prior to first use on stage. No flames shall be permitted on stage without the required fire permits from City. Smoking by any of the actors on stage as an integral part of the Production is deemed a pyrotechnic effect. Safety precautions approved by a City Fire Inspector and Project Manager or his/her designee will be taken when smoking is occurring on stage, and the audience shall be notified beforehand that smoking, loud noises (e.g., gunshots) or use of strobe lights will occur on the stage. All Fire Department fees for "Open Flame Permits" and "Candles and Open Flames in Assembly Areas Permits" shall be the responsibility of Contractor. (6) Provide Project Manager with the rehearsal schedule, performance schedule, and shops schedule. Space reservations for the Facility are specified in Attachment 1. No performance shall begin earlier than 9:00 a.m. nor end later than midnight. In no event shall Contractor conduct rehearsals or other activities, or otherwise occupy City facilities from 12 midnight to 8:00 a.m. unless prior written permission is obtained from Project Manager or a designated employee of City is on site. Contractor shall observe all facility security rules and regulations as established by City (Appendix A, Appendix B and Page 4 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Appendix C). Schedule of use must include a minimum of (4) four weeks reserved for City Maintenance of the facility, within the term of this agreement. (7) Designate as Project Director for the length of this Agreement an employee or sub- contractor to manage or supervise all areas, Contractor personnel and Contractor property in this Agreement, including production, technical, house personnel and any and all support groups and to be Contractor's liaison with Project Manager or his/her designee in all matters relating to the City in any way. (8) Reserved. (9) Reserved. (10) Contractor shall provide City with a copy of their Injury and Illness Prevention Policies (Exhibit L), which shall ensure that Contractor: shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to Project Manager or his/her designee on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.).. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. . Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. (11) Bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650- 463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). (12) Maintain its existence as an independent, non-profit corporation under the laws of the State of California. (13) Submit all signs or displays to be located on or in the Facility to Project Manager or his/her designee for approval at the first production meeting. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials Page 5 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Stern courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be easily removed for limited periods during photography shoots, special events, or building maintenance. (14) Clean and clear the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to Project Manager's or his/her designee's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and Project Manager or his/her designee and the incoming authorized user of the facilities, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the STRIKE CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the STRIKE CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. (15) Leave storage, paint, scene, and costume spaces clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes by the Monday following opening performance. (16) Leave all spaces clear, clean and orderly at the end of each use. Rehearsal Hall is to be cleared of all materials, except major set pieces and any rehearsal props, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms are to be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials are to be placed in the recycling and composting carts near the trash dumpster and garbage and trash are to be placed into the dumpster. Contractor is required to reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways are to be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. (17) Enforce current regulations as established by City with regard to smoking, food and drink in City facilities. Contractor shall provide ushers at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals Page 6 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 assisting individuals with disabilities or to animals in training to become service animals. Use of animals on the stage is subject to approval by Project Manager or his/her designee. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby. Contractor shall clean up all food and drink containers daily after use. (18) Be responsible for cleaning the Lucie Stern hallway restrooms for weekend performances. (19) Comply with City TB test requirement for employees and volunteers of Contractor at any time the City Risk Manager deems it necessary. (20) Comply with City sound ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. (21) Pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule attached as Exhibit G, pursuant to the following (a) For a period of one (1) hour prior to until at least one half (1/2) hour after the completion of each Performance listed in Contractor Production and Exclusive Use Schedule, 2018 - 2019 (Attachment 1). (b) For any Performance not included in Attachment 1, Contractor may add additional performances of the Productions listed in Attachment 1 upon thirty (30) days' advance notice to City. (c) When using other City facilities at the same time as a Performance listed in ATTACHMENT 1. (22) Provide house manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers have been trained in theatre emergency, safety and use procedures usher. Contractor shall submit a list of its trained personnel to Project Manager prior to public performances for each Production. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. (23) Install and/or remove the removable auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. (24) Remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, Page 7 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. (25) Replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or his/her designee as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. (26) Reserved. (27) Request approval to use the Facility for classes, camps or workshops by submitting written application to Project Manager or his/her designee at least sixty (60) days prior to the applicable date. No later than thirty (30) days prior to the applicable date, the Project Manager or his/her designee shall deliver to Contractor in writing his/her approval or disapproval. Failure to respond shall be deemed approval. In the event of disapproval, then he/she shall briefly explain the reasons therefore. No such activity will be advertised or promoted until it has been approved by the Project Manager or the time for review has passed, whichever occurs first. (28) Comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is permitted at the Facility if approved by Project Manager, whose approval will not be unreasonably withheld. Unless otherwise specifically permitted and pursuant to City policy, the only alcoholic beverages that may be sold or served at City facilities are wines, including champagne and sparkling wine. If alcoholic beverages are to be sold or distributed free of charge, Contractor must possess a valid On -Sale General Theatre License for the Facility. A copy of Contractor's permit for the sale or distribution of alcoholic beverages shall be provided to Project Manager. Proof of liquor liability insurance where City is named as co-insured with liability of at least One Million Dollars ($1,000,000.00) shall be required. Permits are to be displayed as required by law. It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor. Identification must be checked if the person appears to be under thirty (30) years of age. After each performance, Contractor shall remove all items, including cups, glasses, bottles, napkins and food from the lobby and other areas within the Facility as well as the courtyard. Contractor is required to adhere to City's Recycling and Zero Waste Program (Appendix D). (29) Cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility one of Contractor's designated and City - approved key and/or proximity card holders. Any exceptions to the foregoing requirement must be approved, in writing, by Project Manager or his/her designee. Any Page 8 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 exceptions must be approved by Project Manager or his/her designee in writing. (30) Prevent any modifications of a permanent or disfiguring nature of or to the Facility. Contractor may not install or attach anything in or on the Facility without having first submitted a written request to Project Manager and having received written permission from Project Manager or his/her designee. The approval of Project Manager does not relieve Contractor from any responsibility to obtain necessary City permits or Building Department approvals for the modification. Should Contractor violate the provisions of this Paragraph (30), Contractor shall be charged for all repairs necessary to restore the Facility to its original condition and for any additional costs arising from such violation. (31) Immediately report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify Project Manager or his/her designee within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to Project Manager or his/her designee on a form provided by City. (32) Ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may result in the imposition of greater restrictions imposed on Contractor for access to the Facility, including the possible forfeiture of keys/proximity cards by Contractor and/or restricted access times. (33) Complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. (34) Operate and conduct business in compliance with City's Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The City Recycling Program department can assist with resources for achieving this goal. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. (35) Avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. (36) Practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). (37) Recycle all materials included in the City's Recycling Program including paper (all Page 9 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. (38) Include on the title page of all production and event programs the following credit: "Use of this facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." (39) Reserved. (40) Have the right to borrow available Community Theatre -owned properties, sets, costumes and scenery for productions scheduled in this Agreement. Costumes, properties and sets created by Contractor with Contractor -owned materials will remain the property of Contractor, and shall be removed from the Facility at the conclusion of the production in which the materials are used. The Project Manager or his/her designee may, on a case -by -case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. (41) If minors are involved in the Production, comply with all of the State of California's rules and regulations regarding Child Labor. (42) Reserved. (43) EXHIBIT B RESPONSIBILITIES OF CITY During the Term, City shall: (1) Allow Contractor the exclusive use of the Facility, as defined in Article 2, as scheduled in Attachment 1 for the preparation and presentation of Productions performed under this Page 10 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 agreement provided that Contractor submits specific rehearsal schedules, performance schedules and shop use schedules. Any use of City facilities and equipment other than those listed in the Agreement and the Exhibits thereto, which facilities and/equipment are nonetheless required to allow Contractor to perform its Services hereunder are subject to a different contract between City and Contractor. (2) Allow the use of the auditorium and the stage for performances and brush -up rehearsals within the period described in Exhibit A, Paragraph 6. (3) Allow the use of the exclusive use of the stage and the auditorium prior to the opening night of the Productions , with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the production schedule set forth in Attachment 1. Allow the use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the schedule as set forth in Attachment 1. Additional facility use may be provided as specified in item (Exhibit B (1); Exhibit A (27)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least seventy-two (72) hours' prior notice to Contractor. (4) Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. (5) Monitor all aspects of production with respect to safety issues (Appendix A, Appendix B and Appendix C). If Project Manager or any designee(s) deem(s) that any procedure followed by Contractor is unsafe, he or she has the authority to require the immediate suspension of such procedure. City and Contractor will work together to prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during facility inspections. (6) Provide a Facilities Attendant for a period of one and one half (1 1/2) hour prior to until at least one half (1/2) hour after the complete of each Performance listed in Attachment 1. (7) Provide persons designated by Contractor and approved by Project Manager or his/her designee with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy - Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the Page 11 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 cost of rekeying or reprogramming the locks of the facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor. (8) Have the right, with no notice, to suspend the Agreement if the Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City will not assume any financial responsibility for loss of revenue by Contractor. If the Facility is not available due to earthquake, other disaster, or safety related issues, City will not assume any financial responsibility for loss of revenue by Contractor. Page 12 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT C GENERAL CONDITIONS (1) City. The Manager Arts -Children's Theatre is hereby designated Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement by City. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or his/her designee. Contractor shall go through Project Manager or his/her designee in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. (2) Contractor. Contractor shall assign a single Project Director who shall have overall responsibility for the compliance of Contractor with the Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different Project Director, Contractor shall notify City immediately of same. The Project Director shall be responsible for all actions of Contractor. The Project Director shall also be responsible for disseminating to appropriate personnel all communication and information from City. (3) Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. (4) Days Defined. The term "days" shall mean calendar days. (5) Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. (10) Ticket Sales: (a) Contractor's budget for the Term of the Agreement is attached hereto, marked "Attachment 2" and incorporated herein by reference as though fully set forth herein. (b) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each Production for sale at the theatre box office one hour prior to each performance Until one (1) hour prior to the beginning of a Performance, Contractor shall not sell (a) seat numbers C1, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 Page 13 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 or (ii) the block of seats T1, T3, T5, T7, T9, Ul, U3, U5, U7 and U9 for the purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (c) Contractor agrees the price of admission for the season shall be as set forth in Attachment 3. (d) Contractor shall remit to City a surcharge in the amount of Two Dollars ($2.00) for each and every ticket sold either through subscription, group, individual, promotional or any other means. The foregoing surcharge is due within thirty (30) calendar days the closing date of the Production. The word "sold" as used in this Paragraph (10)(d) is to include any tickets given in exchange for monetary consideration, including donations. City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in section C(13), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. (e) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (f) Contractor may operate an intermission snack concession during each Performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. If alcoholic beverages are to be sold or distributed free of charge, Contractor shall have on display a California State A.B.C. Permit and provide Project Manager with proof of liquor liability where City is named as co-insured with liability of at least one million dollars ($1,000,000.00) (See Exhibit A (29) above). It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor by checking I.D.'s if the person appears to be under thirty years of age. Food and drink may not be taken into the Auditorium or the Light/Sound Booth at any time. Contractor shall remove all cups, glasses, bottles, napkins and food from the lobby, green room, and any other affected areas, including the courtyard, after each performance. Contractor is required to adhere to City's Zero Waste Plan (Appendix D). (11) Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation under the laws of California and be governed by a Board of Trustees. Any changes in Contractor's Articles of Page 14 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Incorporation, By -Laws, or tax-exempt status shall be reported by Contractor immediately to Project Manager. Not more than twenty-five percent (25%) of the persons serving on the governing board of Contractor may be interested persons. "Interested persons" means any person currently being compensated by Contractor for services rendered to it, whether as a full or part-time employee, independent or otherwise, but excluding any reasonable compensation paid to a director as director. (12) Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent (Attachment 4) and notify Project Manager within five (5) business days of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City staff. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years bar-coded electronic records of tickets sold, sales records, and a verified report of sold and unsold tickets which must be made available to City of Palo Alto Auditor upon request. (13) PRODUCTION REPORTS AND RECORDS. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this agreement prior to its final approval (Attachment 5). (14) CORRECTIVE ACTION REQUIREMENT. Notwithstanding the requirements of this Agreement, in the event City should determine from any source, including but not limited Page 15 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 to reports submitted by Contractor under this Agreement or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. (15) CONTRACTS WITH OTHER AGENCIES. Contractor agrees not to enter into any contract or agreement with another person or agency that will materially interfere with or inhibit the full performance of the Services to be provided by Contractor under this Agreement. Contractor agrees to terminate as soon as legally possible any contract or agreement which will materially interfere with or inhibit the full performance of the services to be provided by Contractor to City under this Agreement. Nothing herein is intended to prohibit Contractor from applying for, and receiving, supplementary funding from other than City sources so long as any agreement required for such funding does not materially interfere with or inhibit the full performance of the services to be provided by Contractor under this Agreement. Contractor is specifically encouraged to seek such supplementary funding. Any agreement between Contractor and the Mountain View Center for the Performing Arts or any other theatrical venue shall not be deemed to violate this Section (15). (16) INTEREST OF CONTRACTOR. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of its Services hereunder. Contractor further covenants that, to the best of Contractor's knowledge and belief, in the performance of its Services under the Agreement, no subcontractor or person having such an interest shall be employed by Contractor. It is expressly agreed that, in the performance of the Services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of City. (17) ASSIGNMENT. Both Parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, or convey the Agreement or any right, title, or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and the Parties' respective interests herein shall not be assignable by operation of law without the prior written consent of the other Party. (18) SUBCONTRACTORS. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be employees of Contractor and Contractor agrees to be responsible for Page 16 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. (19) INDEMNITY. Except to the extent the same arise from the negligence or willful misconduct of City, its officers, contractors, agents, employees, or persons brought onto the Premises by or through City, Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and the Premises from and against (a) any injury or death or property damage arising from the use or occupancy of the Premises by Tenant, its officers, agents, employees or any persons brought onto the Premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or any subcontractor under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under the Agreement. (20) INTOXICATION. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such persons further participation in the Productions. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. (21) WORKER'S COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Code, and it certifies that it will comply with such provisions during the Term of the Agreement. (22) INSURANCE. Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage insuring not only Contractor and its subcontractors, if any, but also, with the exception of workers' compensation and employer's liability insurance, City, its officers, agents, and employees and each of them. City is to be named as Additional Insured with liability coverage of at least One Million Dollars ($1,000,000.00). A copy of the certificate(s) of insurance shall be attached to the Agreement and shall be filed with City concurrently with the execution of this Agreement. Said certificate shall be subject to the approval of City Attorney and shall contain an endorsement stating that Page 17 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 said insurance is primary coverage and will not be canceled or altered by the insurer except after filing with City Clerk thirty (30) days' written notice of such cancellation or alteration. Current certificates of such insurance shall be kept on file at all times during the Term of the Agreement. (23) WEAPONS. No firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. (24) LEGAL COMPLIANCE. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. Page 18 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT D HEARING -IMPAIRED DEVICE ADDENDUM Contractor's personnel shall be permitted to manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) (f) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and remove the batteries, placing the batteries into the battery charger. (iii) Return all headsets and batteries to their storage case. Page 19 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 (iv) Verify the presence of all twenty (20) headsets and batteries. (v) Return the headset storage case to its place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red light on the top of the case. (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. The provisions of this Exhibit D may be terminated upon reasonable notice at any time by Project Manager or his/her designee, and may be terminated upon thirty (30) days' prior written notice by Contractor. Page 20 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT E 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 AND 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO 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 CONTRACTORAND 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. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL Page 21 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 22 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT F CITY OF PALO ALTO MUNICIPAL FEE SCHEDULE Page 23 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 EXHIBIT G CONTRACTOR INJURY AND PREVENTION POLICY I. INTRODUCTION AND PURPOSE It is the policy of TheatreWorks Silicon Valley to maintain a safe and healthy work environment for each employee and to comply with all applicable occupational health and safety regulations. This Injury and Illness Prevention Program (IIPP) is intended to establish a framework for identifying and correcting workplace hazards within the organization. II. RESPONSIBILITIES General Manager The General Manager has primary authority and responsibility to ensure the implementation of the IIPP and to ethigst.tW8ye c eiaRgge department's staff. This is accomplished by communicating rganization) ' emphasis on health and safety, analyzing work procedures for hazard identification and correction, ensuring regular workplace inspections, providing health and safety training, and encouraging prompt employee reporting of health and safety concerns without fear of reprisal. Safety Committee The Safety Committee has the ongoing responsibility to maintain and update this IIPP, to assess compliance with applicable regulations and policies, to evaluate reports of unsafe conditions, and to coordinate any necessary corrective actions. The Safety Committee meets at least quarterly and includes representatives from various departments. The Safety Committee membership may rotate periodically. Unsafe conditions that cannot be immediately corrected by an employee or his/her supervisor should be reported to the General Manager or any Safety Committee member by filling out a "Report of Unsafe Condition or Hazard" form. Timely correction of workplace hazards will be tracked by the Safety Committee which will receive and review reports of unsafe conditions, workplace inspection reports, and injury reports. Specifically, the Safety Committee will: Review the results of periodic, scheduled workplace inspections to identify any needed safety procedures or programs and to track specific corrective actions. Review supervisors' investigations of accidents and injuries to ensure that all causes have been identified and corrected. Where appropriate, submit suggestions to department managers for the prevention of future incidents. Page 24 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Review alleged hazardous conditions brought to the attention of any committee member, determine necessary corrective actions, and assign responsible parties and correction deadlines. When determined necessary by the Committee, the Committee may conduct its own investigation of accidents and/or alleged hazards to assist in establishing corrective actions. Submit recommendations to assist depaitiuent managers in the evaluation of employee safety suggestions. The Safety Committee must prepare and make available to all department personnel written minutes of issues discussed at the meetings. These minutes must be posted or made available in a convenient location and must be maintained on file for at least one year. Supervisors Supervisors play a key role in the implementation of the IIPP. They are responsible for: TheatreWorks Silicon Valley Communicating to their staff (Organization) 's emphasis on health and safety. Ensuring periodic, documented inspection of workspaces under their authority. Ensuring that the Safety Committee is aware of all accidents which have occurred, and all hazards which have been observed since the last meeting. Working with the Operations Manager to address facility -related safety concerns. Promptly correcting identified hazards. Modeling and enforcing safe and healthful work practices. Providing appropriate safety training and personal protective equipment. Implementing measures to eliminate or control workplace hazards. Stopping any employee's work that poses an imminent hazard to either the employee or any other individual. Encouraging employees to report health and safety issues to the Safety Committee without fear of reprisal. All Employees Page 25 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 It is the responsibility of all employees to comply with all applicable health and safety regulations and established work practices. This includes, but is not limited to: Observing health and safety -related signs, posters, warning signals and directions. Reviewing the building emergency plans and assembly areas. Learning about the potential hazards of assigned tasks and work areas. Taking part in appropriate health and safety training. Following all safe operating procedures and precautions. Using proper personal protective equipment. Warning coworkers about defective equipment and other hazards. Reporting unsafe conditions immediately to a supervisor, and stopping work if an imminent hazard is presented. Participating in workplace safety inspections. III. IDENTIFYING WORKPLACE HAZARDS Regular, annual workplace safety inspections of all departments must be conducted. By law, the first of these inspections must take place when the department first adopts the IIPP. The inspections should be noted and the department should maintain copies of this documentation. These regular inspections will be supplemented with additional inspections whenever new substances, processes, procedures, or equipment introduced into the workplace represent a new occupational safety and health hazard or whenever supervisors are made aware of a new or previously unrecognized hazard. Generally, supervisors are responsible for identification and correction of hazards that their staff face and should ensure that work areas they exercise control over are inspected at least annually. Supervisors should check for safe work practices with each visit to the workplace and should provide immediate verbal feedback where hazards are observed. The "Report of Unsafe Condition" form should be filled out when a referral is made to the Safety Committee as a result of a condition discovered during an inspection for which the responsible supervisor could not determine an immediate remedy. The "Report of Unsafe Condition" form can also be obtained by any employee, filled out and turned in anonymously. IV. COMMUNICATING WORKPLACE HAZARDS Page 26 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Supervisors are responsible for communicating with all workers about safety and health issues in a form readily understandable by all workers. All department personnel are encouraged to communicate safety concerns to their supervisor without fear of reprisal. The Safety Committee is another resource for communication regarding health and safety issues for employees. Additionally, Safety Committee minutes and other safety -related items are posted or made available at a convenient location. Employees will also be informed about safety matters by e-mail, voice mail, or by distribution of written memoranda. Occasionally, the Safety Committee may also sponsor seminars or speakers or coordinate other means to communicate with employees regarding health and safety matters. Supervisors are responsible for ensuring that employees are supplied access to hazard information pertinent to their work assignments. Information concerning the health and safety hazards of tasks performed by department staff is available from a number of sources. These sources include, but are not limited to, Material Safety Data Sheets (MSDSs, see below), equipment operating manuals, container labels and work area postings. Material Safety Data Sheets Material Safety Data Sheets (MSDSs) provide information on the potential hazards of products or chemicals. Hard copies of MSDSs for the chemicals used in the department are available to all employees in a convenient location. If an MSDS is found to be missing, a new one can be obtained by faxing a written request to the manufacturer. A copy of this request should be kept until the MSDS arrives. MSDSs are also available over the Internet from a variety of sources. Equipment Operating Manuals All equipment is to be operated in accordance with the manufacturer's instructions, as specified in the equipment's operating manual. Copies of operating manuals should be kept with each piece of equipment in the department. Persons who are unfamiliar with the operation of a piece of equipment and its potential hazards must at least read the operating manual before using the equipment. Training should also be sought from an experienced operator or supervisor. V. CORRECTING WORKPLACE HAZARDS Hazards discovered either as a result of a scheduled periodic inspection or during normal operations must be corrected by the supervisor in control of the work area, or by cooperation between the depaitiiient in control of the work area and the supervisor of the employees working in that area. Supervisors of affected employees are expected to correct unsafe conditions as quickly as possible after discovery of a hazard, based on the severity of the hazard. Specific procedures that can be used to correct hazards include, but are not limited to, the following: Page 27 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Tagging unsafe equipment "Do Not Use Until Repaired," and providing a list of alternatives for employees to use until the item is repaired. Stopping unsafe work practices and providing retraining on proper procedures before work resumes. Reinforcing and explaining the need for proper personal protective equipment and ensuring its availability. Barricading areas that have chemical spills or other hazards and reporting the hazardous conditions to a supervisor or. If an imminent hazard exists, work in the area should cease, and the appropriate supervisor must be contacted immediately. If the hazard cannot be immediately corrected without endangering employees or property, all personnel need to be removed from the area except those qualified and necessary to correct the condition. These qualified individuals will be equipped with necessary safeguards before addressing the situation. VI. INVESTIGATING INJURIES AND ILLNESSES Injury Reporting Employees who are injured at work must report the injury immediately to their supervisor. If immediate medical treatment beyond first aid is needed, call 911. The injured party will be taken to the appropriate hospital or medical center. The supervisor of the injured employee must work with a designated department personnel to ensure that the "Employer's Report of Occupational Injury or Illness" and a "Workers' Compensation Claim Form" are completed properly and submitted to the General Manager. If the injured employee saw a physician, the supervisor should obtain a medical release form before allowing the employee to return to work. The health care provider may stipulate work tasks that must be avoided or work conditions that must be altered before the employee resumes his or her full duties. Injury Investigation The employee's supervisor is responsible for performing an investigation to determine and correct the cause(s) of the incident. Specific procedures that can be used to investigate workplace accidents and hazardous substance exposures include: Interviewing injured personnel and witnesses. Page 28 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Examining the injured employee's workstation for causative factors. Reviewing established procedures to ensure they are adequate and were followed. Reviewing training records of affected employees. Determining all contributing causes to the accident. Taking corrective actions to prevent the accident/exposure from reoccurring. Recording all findings and actions taken. The supervisor's findings and corrective actions should be documented and presented to the Safety Committee using the "Accident Report Form". If the supervisor is unable to determine the cause(s) and appropriate corrective actions, other resources, such as the Safety Committee, should be sought. The Safety Committee will review each accident or injury report to ensure that the investigation was thorough and that all corrective actions are completed. Investigations and/or corrective actions that are found to be incomplete will be routed back to the supervisor for further follow- up, with specific recommendations noted by the committee. The General Manager will bring corrective actions that are not implemented in a reasonable period of time to the attention of the Department head. VII. EMPLOYEE HEALTH AND SAFETY TRAINING Employee safety training is provided at no cost to the employee and is conducted during the employee's normal working hours. Safety training may be presented by a knowledgeable supervisor, other department personnel, or by representatives from other relevant departments. Regardless of the instructor, all safety training should be documented using the "Safety Training Attendance Record". Initial IIPP Training When the IIPP is first implemented, all personnel will be trained on the structure of the IIPP, including individual responsibilities under the program, and the availability of the written program. Training will also be provided on how to report unsafe conditions, how to access the Safety Committee, and where to obtain information on workplace safety and health issues. Personnel hired after the initial training session will be oriented on this material as soon as possible by the appropriate supervisor. These individual training sessions should be documented using the "Employee Safety Training Record". Training on Specific Hazards Page 29 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 Supervisors are required to be trained on the hazards to which the employees under their immediate control may be exposed. This training aids a supervisor in understanding and enforcing proper protective measures. All supervisors must ensure that the personnel they supervise receive appropriate training on the specific hazards of work they perform, and the proper precautions for protection against those hazards. Training is particularly important for new employees and whenever a new hazard is introduced into the workplace. Such hazards may include new equipment, hazardous materials, or procedures. Health and Safety training is also required when employees are given new job assignments on which they have not previously been trained and whenever a supervisor is made aware of a new or previously unrecognized hazard. Specific topics which may be appropriate to department personnel include, but are not limited to, the following: Fire prevention techniques and fire extinguisher use. Obtaining emergency medical assistance and first aid. Disaster preparedness and response, including building evacuation procedures. Health and safety for computer users. Back care, body mechanics, and proper lifting techniques. Hazard communication, including training on MSDSs, chemical hazards and container labeling. Proper housekeeping. Chemical spill reporting procedures. VIII. ENSURING COMPLIANCE All depai liiient personnel have the responsibility for complying with safe and healthful work practices, including applicable regulations and departmental safety procedures. Overall performance in maintenance of a safe and healthy work environment should be recognized by the supervisor and noted in performance evaluations. Employees will not be discriminated against for work -related injuries, and injuries will not be included in performance evaluations, unless the injuries were a result of an unsafe act on the part of the employee. Standard progressive disciplinary measures in accordance with the applicable personnel policy will result when employees fail to comply with applicable regulations and/or departmental safety procedures. All personnel will be given instruction and an opportunity to correct unsafe behavior. Repeated failure to comply or willful and intentional noncompliance may result in Page 30 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 disciplinary measures up to and including termination. IX. RECORD KEEPING Documents related to the IIPP are maintained in a safe and convenient location for record keeping. Documents that should be kept on file include: Records of scheduled and periodic workplace inspections, including the persons conducting the inspection, any identified unsafe conditions or work practices, and corrective actions. Employee safety training records, including the names of all attendees and instructors, the training date, and material covered. Reports of Unsafe Conditions or Hazards. Safety Committee Meeting Documentation. Hazard Correction Reports. Accident, Injury or Illness Investigation Reports. Page 31 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 LIST OF APPENDICES Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) Online: http://cityconnect/depts/pw/zero_waste paloalto.asp#Recycling & Composting City Report of Accident/Property Damage (Appendix E). Page 32 DocuSign Envelope ID: 406CB87F-F793-49A5-9FA8-07E1CC56E9A1 LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 ATTACHMENT 4 Contractor Production and Exclusive Use Schedule, 2018 - 2019 Contractor's Pricing Policy Name of Contractor's Fiscal Agent Contractor's Most Recently Filed California State Tax Form 199 Page 33 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 AGREEMENT FOR PERFORMING ARTS SERVICES THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the 1st day of July, 2018 by and between THE CITY OF PALO ALTO, a West Bay Opera Association, Inc. California chartered municipal corporation ("City") and (Organization Name), a California nonprofit public benefit corporation, located at 221 Lambert Ave., Palo Alto, Ca 94306 (Address) (telephone: 650-843-3900-Ext 6 ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. SERVICES: During the Term of this Agreement, as defined in Section 5 below, Contractor shall present that portion of Contractor's 2018 - 2019 theatrical performances (the "Services") that are produced at City's Lucie Stern Community Center. 2. FACILITY: For purposes of this Agreement, the defined term "Facility" is deemed to mean those portions of the Lucie Stern Community Center comprising the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. FEE: Pursuant to the Municipal Fee Schedule (Exhibit G), the services to be performed under this Agreement constitute a "Class I" use of the Facility. 4. EXHIBITS: The Exhibits listed below, Appendices A through E and Attachments 1 through 4 are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits, Appendices and Attachments are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Hearing -Impaired Device Addendum Exhibit E: Insurance Requirements Exhibit F: Municipal Fee Schedule Exhibit G: Contractor Injury and Prevention Policy 5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on June 30, 2019 (the "Term"). 6. COMPENSATION: During the Term, Contractor shall pay City: (a) Two Dollars ($2.00) for each ticket sold and (b) compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule, a copy of which is attached hereto as Exhibit G. Contractor shall send payment in accordance with Exhibit C to City, Attn: Project Manager. Page 1 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-02/PWD August 1990 BUILDING SAFETY RESPONSIBILITY POLICY STATEMENT It is the policy of the City of Palo Alto that all City owned, rented or leased buildings be free from safety hazards. The Facilities Engineer has established a maintenance program for the safety and upkeep of all City buildings and structures. To help ensure that City buildings and structures are kept free from safety hazards, the head of each department to which City buildings and structures are assigned is responsible for their safe condition. PROCEDURE A. Inspections - Regularly scheduled inspections shall be made by department Safety Committees, including supervisor of the department/division, for the purpose of identifying unsafe conditions. 1. Detailed reports of all hazards identified during the inspections will be distributed to the appropriate department head, Risk Manager, and the Facilities Engineer. The report will list unsafe conditions and will contain recommendations for corrections. 2. Action to be taken because of identified unsafe conditions shall be resolved between the Risk Manager, Facilities Engineer, Fire Inspector, Chief Building Official, and the responsible supervisor or department head. B. Building Modifications - Any alterations or modifications to building structures, electrical, heating or plumbing components will be accomplished by the Division of Facilities Management. Work shall be done in compliance with all applicable Building, Plumbing, Heating and Electrical Codes required by Inspection Services. 1. Work Request forms (requesting that the Facilities Management Division do the work) may be obtained by calling x6900. 2. The Division of Inspection Services will issue a building permit for approved work and make necessary inspections during the course of construction. Page 1 of 2 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-02/PWD August 1990 NOTE: Questions and/or clarification of this policy should be directed to the Facilities Engineer, Facilities Management Division. Page 2 of 2 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 CONDUCT IN CITY FACILITIES POLICY STATEMENT Palo Alto Municipal Code Section 2.08.050 enables the City Manager to prescribe and enforce regulations for entry into or use by members of the public of any City real property, building, structure, or other facility. Regulations have been enacted for several facilities to facilitate general public use of the facilities in accordance with their mission, maintain access to City services, and minimize disruption to City business. (While City staff, in the exercise of its professional duties, is exempt from some of the enacted regulations; the following regulations apply to City staff working at all City facilities.) PROCEDURE No person shall enter or remain in City facilities after posted closing hours except when authorized by a supervisor (e.g. to work late/early, work on shift assignments or attend public meetings or authorized special event function). 2. Access to some areas within City facilities are restricted due to security concerns and the need to protect sensitive equipment. Unauthorized staff shall not enter restricted areas unless specifically authorized by City staff having authority to enter. 3. For the use of conference rooms in the City Hall Building, including the Council Conference Room, City staff will give first priority to City business meetings and City public meetings, second priority to meetings or events for other governmental officials or agencies, and third priority to meetings or events co -sponsored by the City which provide services directly benefiting City employees (including union meetings, public speaking meetings, public health events, and the like). 4. No person shall obstruct the entrances, exits or corridors into and within City facilities in any manner that impedes or restricts public access or presents a safety hazard. This restriction shall not apply to City staff or contractors who are utilizing City facility entrances, exits or corridors for maintenance or repair or for loading or unloading material. 5. No person shall bike, run, ride skateboards, roller skate, in -line skate or engage in loud or boisterous conduct in City facilities. Page 1 of 4 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 6. No person shall use sound or light generating or amplifying devices within City facilities in any manner which interferes with the conduct of City business or with any in -progress meeting or special event. Sound or light generating or amplifying devices employed by City staff or utilized by persons with the authorization of City staff to assist with special events in City Hall are exempt from this prohibition. 7. No person shall use public restrooms in City facilities for bathing (except for the washing of hands and face) or washing or drying of clothes. 8. No person shall prepare or consume food or beverages (except for water in enclosed containers or medically required food or beverage) in the public areas of City facilities except at special events authorized by City staff. 9. No person shall solicit funds or charitable donations from members of the public or City staff within City facilities. This prohibition shall not apply to City -sponsored employee contribution campaigns for charity, or to charitable solicitation activities which employees pursue on their break or lunch hour. 10. No person shall sell, offer to sell, or display for the purpose of sale any commercial product, service, or device within City facilities. This prohibition shall not apply to City -issued franchises for food service to City employees. 11. No person shall engage in any threatening or intimidating language or conduct directed at any member of the public or City employee. 12. No person shall bring a bicycle, tricycle or similar wheeled conveyance into City facilities, except for City employees who store such conveyances in accordance with department process. This restriction shall not apply to persons utilizing wheelchairs or similar medically required devices within City facilities. This restriction shall not apply to persons utilizing children's strollers or similar conveyances when necessary to transport young children into and within City facilities. 13. No person shall post any document, place any object or hang any art within the City Hall Lobbies unless approved by the Director of Arts and Culture. 14. No person shall bring any animal into City facilities, except, where animals are intrinsic to the program offered by the City. This regulation shall not apply to service animals assisting individuals with disabilities or animals Page 2 of 4 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 under the control of a police officer or an animal handler authorized by City staff to attend a special event conducted in the Lobbies or other area of City Hall. 15. No person shall use City facilities primarily for sleeping purposes as this may unreasonably interfere with the use of the facilities by other members of the public or City staff. 16. The public shall have access from elevators through passageways and halls to the designated reception facilities for various City services for the purpose of conducting business with the City. The work areas beyond the reception facilities are not public areas and no person except authorized City staff may enter or remain in employee work areas unless authorized by, or in the company of, City staff. 17. No person shall use the Council Chambers for any purpose without express prior approval of the City Clerk. The City Clerk shall approve the use of the Council Chambers only for the conduct of City public meetings, authorized City functions, meetings conducted for City employees by authorized employee representative groups for the purpose of providing services that directly benefit City employees, City -permitted events, and events hosted by other governmental officials or agencies. 18. No person except Council Members, commission members or authorized City staff shall enter the dais or staff area of the Council Chambers during the conduct of a public meeting unless authorized. No person except Council Members, commission members or authorized City staff shall attach any document or object onto the walls or furniture of the Council Chambers unless authorized. 19. No person except authorized City staff shall access any secured storage or mechanical areas in the Parking Garage. 20. No person except authorized City staff shall enter or remain in the elevator lobbies that provide access to City Hall on levels A, B, and C after City Hall closing time, except when these elevator lobbies are kept open during meetings or scheduled events. 21. No person shall use the public areas of the City Hall Parking Garage for any purpose except the parking of vehicles and bicycles. Page 3 of 4 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 4-07/MGR Revised: February 2006 22. No person shall dispose of any household garbage, yard waste, construction debris, hazardous materials or other waste in the City Hall Parking Garage or waste containers provided for City use. 23. No person shall tamper with, damage or vandalize any structural component, equipment or building system in the City Hall Parking Garage. 24. No person shall camp within the City Hall Parking Garage. 25. No person shall post any document, sign, banner, or object within the Parking Garage, except for City staff in the conduct of its responsibilities. NOTE: Questions about this policy should be directed to the City Manager's Office. Page 4 of 4 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 SAFETY POLICY POLICY STATEMENT It is the policy of the City of Palo Alto to provide a safe workplace, safe equipment, proper materials, and to establish and insist upon safe work practices and procedures at all times. All employees shall take an active part in protecting themselves, their fellow employees and the general public. All employees shall comply with all California Occupational Safety and Health Act standards, all applicable safety laws, and with the provisions and guidelines set forth in the City of Palo Alto's Injury and Illness Prevention Program (IIPP). PROCEDURE A. Responsibilities Every employee, participant, and volunteer having direction, management, control, or custody of a place of employment, operation, or other employees is responsible for assuring that safety is first and foremost in their respective operations. Accident prevention is an essential part of the job and shall not be sacrificed in the interest of quality or quantity of work. Responsibilities are outlined in the City's IIPP. IIPP manuals shall be kept in each division within the City. The manual is also available on the City's Intranet. Each employee shall be provided with an employee manual outlining his/her responsibilities and the code of safe work practices for his/her specific division. B. Training Effective safety training for all employees is an essential component of a successful injury and illness prevention program. All new employees shall be oriented to the City's IIPP. Orientation training is provided through the new hire process. In addition, supervisors shall provide instructions on safe work practices and provide specific training on hazards relating to an employee's specific work assignment. Remedial training shall be provided to employees whose safety performance is deficient. Page 1 of 3 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 C. Safety Committees 1. Depa' (mental Safety Committees a. Safety committees shall be established as prescribed in the several Memoranda of Agreement. The safety committee composition shall be in accordance with the Memorandum of Agreement as entered into with the City and PAPOA, TAFF, and SEIU representation organizations. b. The safety committees shall operate under the following guidelines: 1) a management member of the committee shall be chairperson to direct the meetings; 2) minutes of the meetings shall be kept and disseminated to the membership and the Risk Management and Safety Office; and 3) meetings shall be held regularly at a specified date and time. c. Safety committee responsibilities include: 1) implementing and assisting with the provisions of the City's Injury and Illness Prevention Program, as well as depaitiuent and division safety programs; 2) encouraging fellow employees to adopt safe work practices; and 3) reviewing work practices to ensure worker and public safety. 2. Citywide Safety Committee a. Departments under the collective bargaining agreement with the Service Employees International Union (SEIU) shall establish a ten -member citywide union/management safety committee with equal union and management membership. Issues that are "citywide" shall be addressed by the Citywide Safety Committee. b. The Citywide Safety Committee will meet upon call to: 1) review safety and occupational health standards and practices; Page 2 of 3 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 POLICY AND PROCEDURES 3-01/HRD Revised: October 2003 2) discuss overall City safety and health problems; 3) act as an advisory group to the departmental safety committees; and 4) review all departmental safety programs and recommend change where necessary. c. Citywide safety issues shall be submitted to the Risk Manager for review. Upon establishing that the safety issue is applicable to the entire city operation and not particular to any one division, the Risk Manager shall convene a meeting of the Citywide Safety Committee to properly address the safety issue. Those safety concerns that are applicable only to a particular division shall be dealt with in that division's safety committee. D. Disciplinary/Remedial Action It is the responsibility of every employee to adhere to all safety rules. However, should it become necessary because of failure to comply, disciplinary action shall be administered. Disciplinary action shall be defined as per the Merit System Rules and Regulations, Chapter 10. Members of management failing to enforce or abide by this safety policy or by the City's IIPP shall also be subject to the above provisions. All Accident/Property Damage and Supervisor's Reports shall be routed to the Risk Manager for review. In instances where disciplinary or remedial action appears to be warranted, the Risk Manager shall review the circumstances with the Employee Relations and Compensation Manager and make recommendations to the department manager as needed. NOTE: Questions and/or clarification of this policy should be directed to the Human Resources Department. Page 3 of 3 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 RISK MANAGEMENT AND SAFETY REPORT OF ACCIDENT/PROPERTY DAMAGE Submit within 24 hours of incident. Department/Division: Date/Time Incident Occurred: Today's Date: Incident Investigated/Reported By: Type of Incident (i.e., Collision, Injury to a Public Person, Property Damage, Loss, Etc.) Photos Taken? ❑ Yes ❑ No Location of Incident (Include Address): City Vehicle No. Did The Incident Involve: 0 City Property 0 Private Property 0 Both Were Police Called? ❑ Yes ❑ No Officer/Dept. Taking Report: Police Report No. PERSONS INVOLVED Employee Name: Position/Department: Employment Status: 0 Regular 0 Volunteer 0 Hourly Other Party: Address: Phone: Liability Insurance Company (If applicable) Address: Phone: Witness Name A/Registered Owner: Address: Phone: Witness Name B: Address: Phone: INJURY/DAMAGE ASSESSMENT How did the incident occur? What was the person doing? Description of incident or damage. Severity of Injury (Check One): 0 No first aid required. 0 Minor first -aid required (i.e., ice, bandage). 0 Emergency services required (i.e., paramedics, police). Action Taken (Use back of page for additional space). Additional comments, information or diagrams may be provided on the reverse side of this form. SIGNATURE Signature: Name (Printed): Phone: Department/Division: DISI RBU11CN: Risk Management: Attorney's Office Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRYFORIVISACCPRO.doc Rey: 03/17/ce DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 REPORT OF ACCIDENT/PROPERTY DAMAGE PAGE 2 ADDITIONAL COMMENTS OR INFORMATION DIAGRAM (Of Vehicle Accident Scene) Please Use Street COST ANALYSIS Vehicle Unit No. FOR FACILITY & EQUIPMENT MAINTENANCE USE ONLY Work Order No. Repair Cost Downtime Cost: Down Time: Other Costs Estimator's Signature Date DISTRIBUTION: Risk Management; Attorney's Office; Facilities/Equipment Management (If Vehicle or Property Damage Involved) S:/HRD FORMS/ACCPRO.doc Rev 03/17/C6 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless City, its Council Members, officers, employees and agents from and against any and all demands, claims or liability of any nature, including wrongful death, caused by or arising from the acts, errors, omissions, willful misconduct, or gross negligence during the Term by Contractor, its officers, directors, employees, subcontractors or agents, except to the extent such demands, claims or liability of any nature arise from the acts, errors, omissions, willful misconduct, or gross negligence of City, its Council Members, officers, employees, contractors or agents. 8. ENTIRE AGREEMENT: This Agreement and the terms and conditions set forth in the attached Exhibits, Appendices and Attachments represent the entire agreement between the Parties with respect to the Services. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 9. QUIET ENJOYMENT: Contractor, upon payment of the consideration required hereunder and Contractor's performance of all obligations of Contractor hereunder and Contractor's observance of City's policies referenced herein, shall and may peacefully and quietly have, hold and enjoy the Premises during the Term. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under the laws of the State of California (Organization Name) a California non-profit public beuefi. coloration ocu Igoe y: West Bay Opera Association, Inc. By: By: p6st, (,ui5 IlI.OSCbma, Judge Luckey Its: PROJECT MANAGER AND REPRESENTATIVE FOR City F742E8178543486... Jose Luis Moscovich (Print Full Name) General Director (Print Full Title) I.R.S. Number: 94-61-05053 Address: 221 Lambert Ave., Palo Alto, Ca 94306 Telephone: 650-843-3900-Ext 6 Page 2 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 City OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) City DEPARTMENT ❑ Funds Have Been Budgeted (1) PURCHASING & CONTRACT ADMINISTRATION INSURANCE REVIEW (2) APPROVAL OVER $25,000 (3) PURCHASING MANAGER APPROVAL OVER $25,000 APPROVAL OVER $85,000 City OF PALO ALTO BY: ATTEST: B). : City ATTORNEY MAYOR City CLERK Page 3 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT A RESPONSIBILITIES OF CONTRACTOR During the Term, Contractor shall: Abide by the policies/procedures established by City and City's Arts and Sciences Division and the Department of Community Services for the use of City facilities, equipment, costumes, props, furniture, scenery and other production elements. These shall include, but are not limited to, (1) Building Safety Responsibility (Appendix A), Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E).. Follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Contractor's Injury and Prevention Policy (Exhibit G). (2) Reserved (3) Reserved (4) Bear sole responsibility for the control and supervision of all production activities and personnel connected therewith, and notify all personnel of their obligations and responsibilities pertaining to their respective responsibilities, having primary responsibility for building security when Contractor is occupying City facilities. (5) Provide Project Manager or his/her designee with a list of all pyrotechnic effects (including the use of open flames), all hydro technical effects, all use of fog or haze, all loud noises (e.g., gunshots), and all use of strobe lights at least twenty-one (21) days prior to first use on stage. No flames shall be permitted on stage without the required fire permits from City. Smoking by any of the actors on stage as an integral part of the Production is deemed a pyrotechnic effect. Safety precautions approved by a City Fire Inspector and Project Manager or his/her designee will be taken when smoking is occurring on stage, and the audience shall be notified beforehand that smoking, loud noises (e.g., gunshots) or use of strobe lights will occur on the stage. All Fire Department fees for "Open Flame Permits" and "Candles and Open Flames in Assembly Areas Permits" shall be the responsibility of Contractor. (6) Provide Project Manager with the rehearsal schedule, performance schedule, and shops schedule. Space reservations for the Facility are specified in Attachment 1. No performance shall begin earlier than 9:00 a.m. nor end later than midnight. In no event shall Contractor conduct rehearsals or other activities, or otherwise occupy City facilities from 12 midnight to 8:00 a.m. unless prior written permission is obtained from Project Manager or a designated employee of City is on site. Contractor shall observe all facility security rules and regulations as established by City (Appendix A, Appendix B and Page 4 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Appendix C). Schedule of use must include a minimum of (4) four weeks reserved for City Maintenance of the facility, within the term of this agreement. (7) Designate as Project Director for the length of this Agreement an employee or sub- contractor to manage or supervise all areas, Contractor personnel and Contractor property in this Agreement, including production, technical, house personnel and any and all support groups and to be Contractor's liaison with Project Manager or his/her designee in all matters relating to the City in any way. (8) Reserved. (9) Reserved. (10) Contractor shall provide City with a copy of their Injury and Illness Prevention Policies (Exhibit L), which shall ensure that Contractor: shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to Project Manager or his/her designee on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.).. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. . Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. (11) Bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650- 463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). (12) Maintain its existence as an independent, non-profit corporation under the laws of the State of California. (13) Submit all signs or displays to be located on or in the Facility to Project Manager or his/her designee for approval at the first production meeting. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials Page 5 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Stern courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be easily removed for limited periods during photography shoots, special events, or building maintenance. (14) Clean and clear the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to Project Manager's or his/her designee's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and Project Manager or his/her designee and the incoming authorized user of the facilities, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the STRIKE CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the STRIKE CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. (15) Leave storage, paint, scene, and costume spaces clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes by the Monday following opening performance. (16) Leave all spaces clear, clean and orderly at the end of each use. Rehearsal Hall is to be cleared of all materials, except major set pieces and any rehearsal props, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms are to be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials are to be placed in the recycling and composting carts near the trash dumpster and garbage and trash are to be placed into the dumpster. Contractor is required to reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways are to be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. (17) Enforce current regulations as established by City with regard to smoking, food and drink in City facilities. Contractor shall provide ushers at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals Page 6 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 assisting individuals with disabilities or to animals in training to become service animals. Use of animals on the stage is subject to approval by Project Manager or his/her designee. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby. Contractor shall clean up all food and drink containers daily after use. (18) Be responsible for cleaning the Lucie Stern hallway restrooms for weekend performances. (19) Comply with City TB test requirement for employees and volunteers of Contractor at any time the City Risk Manager deems it necessary. (20) Comply with City sound ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. (21) Pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule attached as Exhibit G, pursuant to the following (a) For a period of one (1) hour prior to until at least one half (1/2) hour after the completion of each Performance listed in Contractor Production and Exclusive Use Schedule, 2018 - 2019 (Attachment 1). (b) For any Performance not included in Attachment 1, Contractor may add additional performances of the Productions listed in Attachment 1 upon thirty (30) days' advance notice to City. (c) When using other City facilities at the same time as a Performance listed in ATTACHMENT 1. (22) Provide house manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers have been trained in theatre emergency, safety and use procedures usher. Contractor shall submit a list of its trained personnel to Project Manager prior to public performances for each Production. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. (23) Install and/or remove the removable auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. (24) Remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, Page 7 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. (25) Replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or his/her designee as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. (26) Reserved. (27) Request approval to use the Facility for classes, camps or workshops by submitting written application to Project Manager or his/her designee at least sixty (60) days prior to the applicable date. No later than thirty (30) days prior to the applicable date, the Project Manager or his/her designee shall deliver to Contractor in writing his/her approval or disapproval. Failure to respond shall be deemed approval. In the event of disapproval, then he/she shall briefly explain the reasons therefore. No such activity will be advertised or promoted until it has been approved by the Project Manager or the time for review has passed, whichever occurs first. (28) Comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is permitted at the Facility if approved by Project Manager, whose approval will not be unreasonably withheld. Unless otherwise specifically permitted and pursuant to City policy, the only alcoholic beverages that may be sold or served at City facilities are wines, including champagne and sparkling wine. If alcoholic beverages are to be sold or distributed free of charge, Contractor must possess a valid On -Sale General Theatre License for the Facility. A copy of Contractor's permit for the sale or distribution of alcoholic beverages shall be provided to Project Manager. Proof of liquor liability insurance where City is named as co-insured with liability of at least One Million Dollars ($1,000,000.00) shall be required. Permits are to be displayed as required by law. It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor. Identification must be checked if the person appears to be under thirty (30) years of age. After each performance, Contractor shall remove all items, including cups, glasses, bottles, napkins and food from the lobby and other areas within the Facility as well as the courtyard. Contractor is required to adhere to City's Recycling and Zero Waste Program (Appendix D). (29) Cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility one of Contractor's designated and City - approved key and/or proximity card holders. Any exceptions to the foregoing requirement must be approved, in writing, by Project Manager or his/her designee. Any Page 8 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 exceptions must be approved by Project Manager or his/her designee in writing. (30) Prevent any modifications of a permanent or disfiguring nature of or to the Facility. Contractor may not install or attach anything in or on the Facility without having first submitted a written request to Project Manager and having received written permission from Project Manager or his/her designee. The approval of Project Manager does not relieve Contractor from any responsibility to obtain necessary City permits or Building Department approvals for the modification. Should Contractor violate the provisions of this Paragraph (30), Contractor shall be charged for all repairs necessary to restore the Facility to its original condition and for any additional costs arising from such violation. (31) Immediately report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify Project Manager or his/her designee within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to Project Manager or his/her designee on a form provided by City. (32) Ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may result in the imposition of greater restrictions imposed on Contractor for access to the Facility, including the possible forfeiture of keys/proximity cards by Contractor and/or restricted access times. (33) Complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. (34) Operate and conduct business in compliance with City's Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The City Recycling Program department can assist with resources for achieving this goal. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. (35) Avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. (36) Practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). (37) Recycle all materials included in the City's Recycling Program including paper (all Page 9 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. (38) Include on the title page of all production and event programs the following credit: "Use of this facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." (39) Reserved. (40) Have the right to borrow available Community Theatre -owned properties, sets, costumes and scenery for productions scheduled in this Agreement. Costumes, properties and sets created by Contractor with Contractor -owned materials will remain the property of Contractor, and shall be removed from the Facility at the conclusion of the production in which the materials are used. The Project Manager or his/her designee may, on a case -by -case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. (41) If minors are involved in the Production, comply with all of the State of California's rules and regulations regarding Child Labor. (42) Reserved. (43) EXHIBIT B RESPONSIBILITIES OF CITY During the Term, City shall: (1) Allow Contractor the exclusive use of the Facility, as defined in Article 2, as scheduled in Attachment 1 for the preparation and presentation of Productions performed under this Page 10 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 agreement provided that Contractor submits specific rehearsal schedules, performance schedules and shop use schedules. Any use of City facilities and equipment other than those listed in the Agreement and the Exhibits thereto, which facilities and/equipment are nonetheless required to allow Contractor to perform its Services hereunder are subject to a different contract between City and Contractor. (2) Allow the use of the auditorium and the stage for performances and brush -up rehearsals within the period described in Exhibit A, Paragraph 6. (3) Allow the use of the exclusive use of the stage and the auditorium prior to the opening night of the Productions , with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the production schedule set forth in Attachment 1. Allow the use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the schedule as set forth in Attachment 1. Additional facility use may be provided as specified in item (Exhibit B (1); Exhibit A (27)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least seventy-two (72) hours' prior notice to Contractor. (4) Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. (5) Monitor all aspects of production with respect to safety issues (Appendix A, Appendix B and Appendix C). If Project Manager or any designee(s) deem(s) that any procedure followed by Contractor is unsafe, he or she has the authority to require the immediate suspension of such procedure. City and Contractor will work together to prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during facility inspections. (6) Provide a Facilities Attendant for a period of one and one half (1 1/2) hour prior to until at least one half (1/2) hour after the complete of each Performance listed in Attachment 1. (7) Provide persons designated by Contractor and approved by Project Manager or his/her designee with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy - Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the Page 11 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 cost of rekeying or reprogramming the locks of the facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor. (8) Have the right, with no notice, to suspend the Agreement if the Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City will not assume any financial responsibility for loss of revenue by Contractor. If the Facility is not available due to earthquake, other disaster, or safety related issues, City will not assume any financial responsibility for loss of revenue by Contractor. Page 12 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT C GENERAL CONDITIONS (1) City. The Manager Arts -Children's Theatre is hereby designated Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement by City. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or his/her designee. Contractor shall go through Project Manager or his/her designee in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. (2) Contractor. Contractor shall assign a single Project Director who shall have overall responsibility for the compliance of Contractor with the Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different Project Director, Contractor shall notify City immediately of same. The Project Director shall be responsible for all actions of Contractor. The Project Director shall also be responsible for disseminating to appropriate personnel all communication and information from City. (3) Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. (4) Days Defined. The term "days" shall mean calendar days. (5) Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. (10) Ticket Sales: (a) Contractor's budget for the Term of the Agreement is attached hereto, marked "Attachment 2" and incorporated herein by reference as though fully set forth herein. (b) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each Production for sale at the theatre box office one hour prior to each performance Until one (1) hour prior to the beginning of a Performance, Contractor shall not sell (a) seat numbers C1, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 Page 13 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 or (ii) the block of seats T1, T3, T5, T7, T9, Ul, U3, U5, U7 and U9 for the purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (c) Contractor agrees the price of admission for the season shall be as set forth in Attachment 3. (d) Contractor shall remit to City a surcharge in the amount of Two Dollars ($2.00) for each and every ticket sold either through subscription, group, individual, promotional or any other means. The foregoing surcharge is due within thirty (30) calendar days the closing date of the Production. The word "sold" as used in this Paragraph (10)(d) is to include any tickets given in exchange for monetary consideration, including donations. City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in section C(13), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. (e) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (f) Contractor may operate an intermission snack concession during each Performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. If alcoholic beverages are to be sold or distributed free of charge, Contractor shall have on display a California State A.B.C. Permit and provide Project Manager with proof of liquor liability where City is named as co-insured with liability of at least one million dollars ($1,000,000.00) (See Exhibit A (29) above). It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor by checking I.D.'s if the person appears to be under thirty years of age. Food and drink may not be taken into the Auditorium or the Light/Sound Booth at any time. Contractor shall remove all cups, glasses, bottles, napkins and food from the lobby, green room, and any other affected areas, including the courtyard, after each performance. Contractor is required to adhere to City's Zero Waste Plan (Appendix D). (11) Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation under the laws of California and be governed by a Board of Trustees. Any changes in Contractor's Articles of Page 14 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Incorporation, By -Laws, or tax-exempt status shall be reported by Contractor immediately to Project Manager. Not more than twenty-five percent (25%) of the persons serving on the governing board of Contractor may be interested persons. "Interested persons" means any person currently being compensated by Contractor for services rendered to it, whether as a full or part-time employee, independent or otherwise, but excluding any reasonable compensation paid to a director as director. (12) Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent (Attachment 4) and notify Project Manager within five (5) business days of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City staff. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years bar-coded electronic records of tickets sold, sales records, and a verified report of sold and unsold tickets which must be made available to City of Palo Alto Auditor upon request. (13) PRODUCTION REPORTS AND RECORDS. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this agreement prior to its final approval (Attachment 5). (14) CORRECTIVE ACTION REQUIREMENT. Notwithstanding the requirements of this Agreement, in the event City should determine from any source, including but not limited Page 15 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 to reports submitted by Contractor under this Agreement or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. (15) CONTRACTS WITH OTHER AGENCIES. Contractor agrees not to enter into any contract or agreement with another person or agency that will materially interfere with or inhibit the full performance of the Services to be provided by Contractor under this Agreement. Contractor agrees to terminate as soon as legally possible any contract or agreement which will materially interfere with or inhibit the full performance of the services to be provided by Contractor to City under this Agreement. Nothing herein is intended to prohibit Contractor from applying for, and receiving, supplementary funding from other than City sources so long as any agreement required for such funding does not materially interfere with or inhibit the full performance of the services to be provided by Contractor under this Agreement. Contractor is specifically encouraged to seek such supplementary funding. Any agreement between Contractor and the Mountain View Center for the Performing Arts or any other theatrical venue shall not be deemed to violate this Section (15). (16) INTEREST OF CONTRACTOR. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of its Services hereunder. Contractor further covenants that, to the best of Contractor's knowledge and belief, in the performance of its Services under the Agreement, no subcontractor or person having such an interest shall be employed by Contractor. It is expressly agreed that, in the performance of the Services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of City. (17) ASSIGNMENT. Both Parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, or convey the Agreement or any right, title, or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and the Parties' respective interests herein shall not be assignable by operation of law without the prior written consent of the other Party. (18) SUBCONTRACTORS. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be employees of Contractor and Contractor agrees to be responsible for Page 16 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. (19) INDEMNITY. Except to the extent the same arise from the negligence or willful misconduct of City, its officers, contractors, agents, employees, or persons brought onto the Premises by or through City, Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and the Premises from and against (a) any injury or death or property damage arising from the use or occupancy of the Premises by Tenant, its officers, agents, employees or any persons brought onto the Premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or any subcontractor under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under the Agreement. (20) INTOXICATION. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such persons further participation in the Productions. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. (21) WORKER'S COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Code, and it certifies that it will comply with such provisions during the Term of the Agreement. (22) INSURANCE. Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage insuring not only Contractor and its subcontractors, if any, but also, with the exception of workers' compensation and employer's liability insurance, City, its officers, agents, and employees and each of them. City is to be named as Additional Insured with liability coverage of at least One Million Dollars ($1,000,000.00). A copy of the certificate(s) of insurance shall be attached to the Agreement and shall be filed with City concurrently with the execution of this Agreement. Said certificate shall be subject to the approval of City Attorney and shall contain an endorsement stating that Page 17 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 said insurance is primary coverage and will not be canceled or altered by the insurer except after filing with City Clerk thirty (30) days' written notice of such cancellation or alteration. Current certificates of such insurance shall be kept on file at all times during the Term of the Agreement. (23) WEAPONS. No firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. (24) LEGAL COMPLIANCE. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. Page 18 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT D HEARING -IMPAIRED DEVICE ADDENDUM Contractor's personnel shall be permitted to manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) (f) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and remove the batteries, placing the batteries into the battery charger. (iii) Return all headsets and batteries to their storage case. Page 19 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 (iv) Verify the presence of all twenty (20) headsets and batteries. (v) Return the headset storage case to its place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red light on the top of the case. (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. The provisions of this Exhibit D may be terminated upon reasonable notice at any time by Project Manager or his/her designee, and may be terminated upon thirty (30) days' prior written notice by Contractor. Page 20 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT E 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 AND 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO 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 CONTRACTORAND 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. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL Page 21 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 22 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT F CITY OF PALO ALTO MUNICIPAL FEE SCHEDULE Page 23 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 EXHIBIT G CONTRACTOR INJURY AND PREVENTION POLICY I. INTRODUCTION AND PURPOSE It is the policy of West Bay Opera Associationannzation) to maintain a safe and healthy work environment for each employee and to complyllwith all applicable occupational health and safety regulations. This Injury and Illness Prevention Program (IIPP) is intended to establish a framework for identifying and correcting workplace hazards within the organization. II. RESPONSIBILITIES General Manager The General Manager has primary authority and responsibility to ensure the implementation of the IIPP and toe et tts,l}bli gafety o edepartment's staff. This is accomplished by social , communicating y rgamzation) emphasis on health and safety, analyzing work procedures for hazard identification and correction, ensuring regular workplace inspections, providing health and safety training, and encouraging prompt employee reporting of health and safety concerns without fear of reprisal. Safety Committee The Safety Committee has the ongoing responsibility to maintain and update this IIPP, to assess compliance with applicable regulations and policies, to evaluate reports of unsafe conditions, and to coordinate any necessary corrective actions. The Safety Committee meets at least quarterly and includes representatives from various departments. The Safety Committee membership may rotate periodically. Unsafe conditions that cannot be immediately corrected by an employee or his/her supervisor should be reported to the General Manager or any Safety Committee member by filling out a "Report of Unsafe Condition or Hazard" form. Timely correction of workplace hazards will be tracked by the Safety Committee which will receive and review reports of unsafe conditions, workplace inspection reports, and injury reports. Specifically, the Safety Committee will: Review the results of periodic, scheduled workplace inspections to identify any needed safety procedures or programs and to track specific corrective actions. Review supervisors' investigations of accidents and injuries to ensure that all causes have been identified and corrected. Where appropriate, submit suggestions to department managers for the prevention of future incidents. Page 24 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Review alleged hazardous conditions brought to the attention of any committee member, determine necessary corrective actions, and assign responsible parties and correction deadlines. When determined necessary by the Committee, the Committee may conduct its own investigation of accidents and/or alleged hazards to assist in establishing corrective actions. Submit recommendations to assist depaitiuent managers in the evaluation of employee safety suggestions. The Safety Committee must prepare and make available to all department personnel written minutes of issues discussed at the meetings. These minutes must be posted or made available in a convenient location and must be maintained on file for at least one year. Supervisors Supervisors play a key role in the implementation of the IIPP. They are responsible for: West Bay Opera Association, Inc. Communicating to their staff (Organization) 's emphasis on health and safety. Ensuring periodic, documented inspection of workspaces under their authority. Ensuring that the Safety Committee is aware of all accidents which have occurred, and all hazards which have been observed since the last meeting. Working with the Operations Manager to address facility -related safety concerns. Promptly correcting identified hazards. Modeling and enforcing safe and healthful work practices. Providing appropriate safety training and personal protective equipment. Implementing measures to eliminate or control workplace hazards. Stopping any employee's work that poses an imminent hazard to either the employee or any other individual. Encouraging employees to report health and safety issues to the Safety Committee without fear of reprisal. All Employees Page 25 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 It is the responsibility of all employees to comply with all applicable health and safety regulations and established work practices. This includes, but is not limited to: Observing health and safety -related signs, posters, warning signals and directions. Reviewing the building emergency plans and assembly areas. Learning about the potential hazards of assigned tasks and work areas. Taking part in appropriate health and safety training. Following all safe operating procedures and precautions. Using proper personal protective equipment. Warning coworkers about defective equipment and other hazards. Reporting unsafe conditions immediately to a supervisor, and stopping work if an imminent hazard is presented. Participating in workplace safety inspections. III. IDENTIFYING WORKPLACE HAZARDS Regular, annual workplace safety inspections of all departments must be conducted. By law, the first of these inspections must take place when the department first adopts the IIPP. The inspections should be noted and the department should maintain copies of this documentation. These regular inspections will be supplemented with additional inspections whenever new substances, processes, procedures, or equipment introduced into the workplace represent a new occupational safety and health hazard or whenever supervisors are made aware of a new or previously unrecognized hazard. Generally, supervisors are responsible for identification and correction of hazards that their staff face and should ensure that work areas they exercise control over are inspected at least annually. Supervisors should check for safe work practices with each visit to the workplace and should provide immediate verbal feedback where hazards are observed. The "Report of Unsafe Condition" form should be filled out when a referral is made to the Safety Committee as a result of a condition discovered during an inspection for which the responsible supervisor could not determine an immediate remedy. The "Report of Unsafe Condition" form can also be obtained by any employee, filled out and turned in anonymously. IV. COMMUNICATING WORKPLACE HAZARDS Page 26 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Supervisors are responsible for communicating with all workers about safety and health issues in a form readily understandable by all workers. All department personnel are encouraged to communicate safety concerns to their supervisor without fear of reprisal. The Safety Committee is another resource for communication regarding health and safety issues for employees. Additionally, Safety Committee minutes and other safety -related items are posted or made available at a convenient location. Employees will also be informed about safety matters by e-mail, voice mail, or by distribution of written memoranda. Occasionally, the Safety Committee may also sponsor seminars or speakers or coordinate other means to communicate with employees regarding health and safety matters. Supervisors are responsible for ensuring that employees are supplied access to hazard information pertinent to their work assignments. Information concerning the health and safety hazards of tasks performed by department staff is available from a number of sources. These sources include, but are not limited to, Material Safety Data Sheets (MSDSs, see below), equipment operating manuals, container labels and work area postings. Material Safety Data Sheets Material Safety Data Sheets (MSDSs) provide information on the potential hazards of products or chemicals. Hard copies of MSDSs for the chemicals used in the department are available to all employees in a convenient location. If an MSDS is found to be missing, a new one can be obtained by faxing a written request to the manufacturer. A copy of this request should be kept until the MSDS arrives. MSDSs are also available over the Internet from a variety of sources. Equipment Operating Manuals All equipment is to be operated in accordance with the manufacturer's instructions, as specified in the equipment's operating manual. Copies of operating manuals should be kept with each piece of equipment in the department. Persons who are unfamiliar with the operation of a piece of equipment and its potential hazards must at least read the operating manual before using the equipment. Training should also be sought from an experienced operator or supervisor. V. CORRECTING WORKPLACE HAZARDS Hazards discovered either as a result of a scheduled periodic inspection or during normal operations must be corrected by the supervisor in control of the work area, or by cooperation between the depaitiiient in control of the work area and the supervisor of the employees working in that area. Supervisors of affected employees are expected to correct unsafe conditions as quickly as possible after discovery of a hazard, based on the severity of the hazard. Specific procedures that can be used to correct hazards include, but are not limited to, the following: Page 27 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Tagging unsafe equipment "Do Not Use Until Repaired," and providing a list of alternatives for employees to use until the item is repaired. Stopping unsafe work practices and providing retraining on proper procedures before work resumes. Reinforcing and explaining the need for proper personal protective equipment and ensuring its availability. Barricading areas that have chemical spills or other hazards and reporting the hazardous conditions to a supervisor or. If an imminent hazard exists, work in the area should cease, and the appropriate supervisor must be contacted immediately. If the hazard cannot be immediately corrected without endangering employees or property, all personnel need to be removed from the area except those qualified and necessary to correct the condition. These qualified individuals will be equipped with necessary safeguards before addressing the situation. VI. INVESTIGATING INJURIES AND ILLNESSES Injury Reporting Employees who are injured at work must report the injury immediately to their supervisor. If immediate medical treatment beyond first aid is needed, call 911. The injured party will be taken to the appropriate hospital or medical center. The supervisor of the injured employee must work with a designated department personnel to ensure that the "Employer's Report of Occupational Injury or Illness" and a "Workers' Compensation Claim Form" are completed properly and submitted to the General Manager. If the injured employee saw a physician, the supervisor should obtain a medical release form before allowing the employee to return to work. The health care provider may stipulate work tasks that must be avoided or work conditions that must be altered before the employee resumes his or her full duties. Injury Investigation The employee's supervisor is responsible for performing an investigation to determine and correct the cause(s) of the incident. Specific procedures that can be used to investigate workplace accidents and hazardous substance exposures include: Interviewing injured personnel and witnesses. Page 28 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Examining the injured employee's workstation for causative factors. Reviewing established procedures to ensure they are adequate and were followed. Reviewing training records of affected employees. Determining all contributing causes to the accident. Taking corrective actions to prevent the accident/exposure from reoccurring. Recording all findings and actions taken. The supervisor's findings and corrective actions should be documented and presented to the Safety Committee using the "Accident Report Form". If the supervisor is unable to determine the cause(s) and appropriate corrective actions, other resources, such as the Safety Committee, should be sought. The Safety Committee will review each accident or injury report to ensure that the investigation was thorough and that all corrective actions are completed. Investigations and/or corrective actions that are found to be incomplete will be routed back to the supervisor for further follow- up, with specific recommendations noted by the committee. The General Manager will bring corrective actions that are not implemented in a reasonable period of time to the attention of the Department head. VII. EMPLOYEE HEALTH AND SAFETY TRAINING Employee safety training is provided at no cost to the employee and is conducted during the employee's normal working hours. Safety training may be presented by a knowledgeable supervisor, other department personnel, or by representatives from other relevant departments. Regardless of the instructor, all safety training should be documented using the "Safety Training Attendance Record". Initial IIPP Training When the IIPP is first implemented, all personnel will be trained on the structure of the IIPP, including individual responsibilities under the program, and the availability of the written program. Training will also be provided on how to report unsafe conditions, how to access the Safety Committee, and where to obtain information on workplace safety and health issues. Personnel hired after the initial training session will be oriented on this material as soon as possible by the appropriate supervisor. These individual training sessions should be documented using the "Employee Safety Training Record". Training on Specific Hazards Page 29 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 Supervisors are required to be trained on the hazards to which the employees under their immediate control may be exposed. This training aids a supervisor in understanding and enforcing proper protective measures. All supervisors must ensure that the personnel they supervise receive appropriate training on the specific hazards of work they perform, and the proper precautions for protection against those hazards. Training is particularly important for new employees and whenever a new hazard is introduced into the workplace. Such hazards may include new equipment, hazardous materials, or procedures. Health and Safety training is also required when employees are given new job assignments on which they have not previously been trained and whenever a supervisor is made aware of a new or previously unrecognized hazard. Specific topics which may be appropriate to department personnel include, but are not limited to, the following: Fire prevention techniques and fire extinguisher use. Obtaining emergency medical assistance and first aid. Disaster preparedness and response, including building evacuation procedures. Health and safety for computer users. Back care, body mechanics, and proper lifting techniques. Hazard communication, including training on MSDSs, chemical hazards and container labeling. Proper housekeeping. Chemical spill reporting procedures. VIII. ENSURING COMPLIANCE All depai liiient personnel have the responsibility for complying with safe and healthful work practices, including applicable regulations and departmental safety procedures. Overall performance in maintenance of a safe and healthy work environment should be recognized by the supervisor and noted in performance evaluations. Employees will not be discriminated against for work -related injuries, and injuries will not be included in performance evaluations, unless the injuries were a result of an unsafe act on the part of the employee. Standard progressive disciplinary measures in accordance with the applicable personnel policy will result when employees fail to comply with applicable regulations and/or departmental safety procedures. All personnel will be given instruction and an opportunity to correct unsafe behavior. Repeated failure to comply or willful and intentional noncompliance may result in Page 30 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 disciplinary measures up to and including termination. IX. RECORD KEEPING Documents related to the IIPP are maintained in a safe and convenient location for record keeping. Documents that should be kept on file include: Records of scheduled and periodic workplace inspections, including the persons conducting the inspection, any identified unsafe conditions or work practices, and corrective actions. Employee safety training records, including the names of all attendees and instructors, the training date, and material covered. Reports of Unsafe Conditions or Hazards. Safety Committee Meeting Documentation. Hazard Correction Reports. Accident, Injury or Illness Investigation Reports. Page 31 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 LIST OF APPENDICES Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) Online: http://cityconnect/depts/pw/zero_waste paloalto.asp#Recycling & Composting City Report of Accident/Property Damage (Appendix E). Page 32 DocuSign Envelope ID: CC288166-9F64-484B-9559-4BFB759E2149 LIST OF ATTACHMENTS ATTACHMENT 1 ATTACHMENT 2 ATTACHMENT 3 ATTACHMENT 4 Contractor Production and Exclusive Use Schedule, 2018 - 2019 Contractor's Pricing Policy Name of Contractor's Fiscal Agent Contractor's Most Recently Filed California State Tax Form 199 Page 33 CITY OF PALO ALTO City of Palo Alto (ID # 9267) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approval of Police/Fire/Park Ranger Uniform Contract Title: Approval of a Contract With Summit Uniforms for Five -years for a Maximum Compensation Amount Not -to -Exceed $520,000 ($104,000/Year) for the Purchase of Police, Fire, and Park Ranger Uniforms and Related Equipment From: City Manager Lead Department: Police Recommendation Approve and authorize the City Manager or his designee to enter into a contract with Summit Uniforms for five years for an amount not -to -exceed $104,000 per year and a not - to -exceed maximum compensation of $520,000 for the purchase of Police, Fire, and Park Ranger uniforms and related equipment. Discussion The City is responsible for collectively outfitting Police, Fire, and Park Ranger personnel with uniforms and related apparel and equipment. Summit Uniforms has been the City's sole provider of police and fire uniforms and police equipment for nearly 30 years. The City has an existing contract (#14149903) with Summit Corporation for police, fire and park ranger uniforms which expires in June 2018. The intent is to create a new uniform contract that will continue to cover police, fire and park ranger personnel. The price lists for each personnel group are attached. Staff anticipates minimal changes in these lists for the duration of the agreement. Summit Corporation's most recent contract has been with the City since 2013, and Summit has been selected by the Police and Fire Departments for the new contract. In 2013, and to this day, there are no other vendors in Santa Clara County or San Mateo County offering the complete range of uniforms and equipment needed for daily operations. Staff conducted research to identify other possible vendors and was unable to find a vendor in the surrounding area that offered the entire list of required uniforms and equipment. Staff recommends entering into a single source contract with Summit Corporation pursuant to PAMC 2.30.360 (d) - Contracts for goods, wholesale commodities and services, general City of Palo Alto Page 1 services or professional services available from only one source, where the Procurement Officer has determined, in writing, there is no adequate substitute or equivalent provider. Examples of acceptable sole source acquisitions or purchases may include, without limitation: equipment or services for equipment, for which there is no comparable competitive product or service except that provided by the equipment manufacturer, distributor or dealer; proprietary products sold directly by the manufacturer; a component or replacement part, for which there is no commercially available substitute and which can be obtained only from the manufacturer; goods where there is only one authorized distributor in the area; and goods where compatibility with goods in use by the city is an overriding consideration. Summit is the only local resource that offers uniforms, tailoring, and equipment to meet all of the City's Public Safety requirements (police, fire, park rangers, community service officers, animal services, and support services staff). In addition, Summit is the only local, storefront provider that offers a number of other services required by the City through their contract such as personalized fitting to ensure uniforms fit properly with associated equipment like ballistic vests (other vendors typically charge per piece). Palo Alto Public Safety personnel require a convenient storefront location for fittings and uniform pick - u p/drop-off. Summit has specific knowledge of the City's requirements, has experience with all of the City's Public Safety uniforms, related equipment, custom embroidery, logos etc. Summit has been a reliable business partner for many years. When the Police and Fire Departments issued a request for proposal eight years ago, Summit submitted the only response and continues to be the only viable solution. Resource Impact The annual cost for police, fire, and ranger uniforms and related equipment is budgeted for in the Departments' operating budgets. The proposed contract amount does not represent an increase from prior years as costs have remained relatively consistent in recent years. Policy Implications The recommendations in this report do not represent a change in City policies. Environmental Review The recommendations in this report do not constitute a project requiring review under the California Environmental Quality Act (CEQA). Attachments: • ATTACHMENT A - 0.9172451 Summit Uniform City of Palo Alto Page 2 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A CITY OF PALO ALTO CONTRACT NO. C19172451 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 18th day of June, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SUMMIT UNIFORMS, a California corporation, located at 545-A Meridian Avenue, San Jose, CA 95126, Telephone Number: (408)293-8633 ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: v x x "A" - Scope of Services "A-1" — On -Call Task Order (Optional) "B" - Schedule of Performance "C" — Schedule of Fees "D" - Insurance Requirements "E" - Performance and/or Payment Bond "F" - Liquidated Damages (Optional) CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from July 1, 2018 to June 30, 2023 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of dollars ($ ); City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A OR The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR ✓ A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of One Hundred Four Thousand dollars per year ($104,000/year) for a not to exceed maximum compensation amount of Five Hundred Twenty Thousand dollars ($520,000) for all five years. CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. • CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. • CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR ▪ CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix _ Claims for Public Contract Code Section 9204 Public Works Projects". r This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix _, attached hereto and incorporated herein. OR r This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager for Police is: Michael Dougherty, Dept.: Police, Telephone: (650)329- 2346. The Project Manager for Fire: AnaBella Gonzalez, Dept.: Fire, Telephone: (650)617-3179. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. 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. City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. 0. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California 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 certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR 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 - City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 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. • Goods purchased by Contractor 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. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES x OR 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 Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. 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 Agreement 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 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement 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. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded." 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. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 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. [For state- and federally -funded projects] 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. 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. 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. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. 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 SUMMIT UNIFORMS First Officer City Manager or designee Approved as to form: City Attorney or designee DocuSigned by: By I Pa nt f a.Vl to aW Name Title 3108548CF4154B7... Patrick Earnshaw owner Second Offic By Name Title DocuSigned by: eatVtUa FbSkr Ut1UbA113E4E3_.. Patricia Foster owner City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A EXHIBIT A SCOPE OF SERVICES CONTRACTOR shall provide new uniforms, accessories and alterations for the City of Palo Alto's Public Safety Personnel. The City is responsible for outfitting their Police, Fire, and Park Ranger personnel with uniforms and related apparel and equipment. The price lists for each personnel group are attached and staff anticipates minimal changes in these lists for the duration of the agreement. CONTRACTOR shall provide uniform needs including tailoring and equipment to meet all requirements for police, fire, park rangers, community service officers, animal services, and support services staff. There are approximately 270 Public Safety employees who will be replacing uniforms on an as -needed basis. These include: • sworn police officers Fire Chief • community service officers Deputy Chief • animal control officers Batt. Chief • traffic/parking enforcement officers Captains • support services staff EMS Technologists • Other — Park Rangers Newly -hired personnel will require a complete set of the uniform. Authorization Form Employees will come to the store to select products and/or to be fitted. Each employee must bring an authorization form signed by an authorized person. Vendor must not accept orders without this authorization form. No phone orders are allowed unless they are placed by the authorized person. The City will supply the selected vendor with list of authorized persons. General Specifications 1. CONTRACTOR must operate a full-time retail store within 25 miles of Palo Alto. 2. The store must be open a minimum of 5 days a week from 1000-1700 hours. 3. The store must have a staff of employees which includes the following: A minimum of one full time tailor on location. A minimum of one person working at the store in a customer service capacity at all times. A main (single point of contact) person who is knowledgeable and familiar with police equipment and uniforms. The contact person shall be available at least four days (excluding holidays and normal vacation) a week for questions. 4. An alteration turnaround time on all orders of a maximum of 7 days. City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 5. Current vendor contacts in the police equipment and uniform business and the ability to provide a representative's name from each below listed company for a reference check limited to customer service questions only. Blauer Sinatra Danner Flying Cross Propper Carolina Danner Fecheimer Loden Uncle Mike's All-American Nomex Dutyman Redback Horace Small American Body Armor Thorogood Spiewak (Armor Holdings) Elbeco Hi -Tech Lancaster Boston Leather 6. The ability to loan products on a "demo" basis. 7. Emergency (same day or next day) alterations/outfitting for special occasions, funerals and new officers. 8. CONTRACTOR shall provide one employee with a minimum of one year of experience fitting officers for ballistic vests. Alterations — CONTRACTOR is required to submit the alteration price sheet specifying whether the charges are included in the original item price or if the charges are additional. Any pricing that is not submitted shall be assumed to be included in the purchase price. Online Ordering — CONTRACTOR shall provide online ordering option to order product online. Availability — All items must be a stocked item available in sizes S -XL at the time of purchase. City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services on an as needed basis. City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following fee schedule. The maximum amount of compensation to be paid to Contractor, including both payment for services and reimbursable expenses, shall not exceed One Hundred Four Thousand dollars per year ($104,000/year) and a not to exceed maximum compensation amount of Five Hundred Twenty Thousand dollars ($520,000) for all five years 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. POLICE ITEM # ITEM MANUFACTURER UNI FORMS 149 Wool Pant 817 Poly Lycra Pant 104 L/S Wool w/ silver P's on epps 105 S/S Wool w/ silver P's on epps L/S Heavy Wool w/ P's Epps S/S Heavy Wool W/ P's Epps 1760 L/S Poly Lyrca Shirt 1761 S/S Poly Lyrca Shirt 1762 Womens L/S Poly Lyrca Shirt 1763 Womens S/S Poly Lyrca Shirt 447 Lt. Blue L/S W/W Shirt 581 Lt. Blue S/S W/W Shirt 849 Ladies Lt. Blue L/S W/W Shirt 848 Ladies Lt. Blue S/S W/W Shirt Vest Polo's -ArmorSkin S/S Vest Polo's -ArmorSkin L/S 429 Ike Jacket - Wool 1179 Field Jacket - Navy - Both 159 Dress Hat - single w/ silver band 509 Felt Hat - Seville Blue Baseball hat w/ Patch 1215 Black Tie 584 Mock Turtleneck - Navy 1764 Rain Pant - Dark Navy 1205 BDU Pants - Navy 1155 L/S Shirt 1152 S/S Shirt City of Palo Alto General Services Agreement Fechheimer #32289 Fechheimer #39489 Elbeco #437 Elbeco #4237 Elbeco #Z4797 Elbeco #Z4777 Flying Cross #48W3986 Flying Cross #98R3986 Flying Cross #204W3986 Flying Cross #254R3986 Flying Cross #45W6625 Flying Cross #95R6625 Flying Cross # 102W6625 Flying Cross # 152R6625 Blauer # 8472 Baluer #8471 Sinatra - Zipper Front Blauer #9820-60 Midway Statton F40 single post Richardson S. Broome Blauer # 81 10 5.11 #48057 Blauer #8810 Elbeco #878 Elbeco #868 PRI CE $99.00 $79.00 $99.00 $89.00 $119.00 $109.00 $69.00 $59.00 $69.00 $59.00 $69.00 $59.00 $69.00 $59.00 $59.00 $69.00 $289.00 $319.00 $99.00 $139.00 $18.00 $7.00 $39.00 $119.00 $74.00 $44.00 $39.00 15 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 613 L/S BDU Shirt - Navy 1780 S/S BDU Shirt - Navy 1781 Navy Bike Pants 224 Bike Shorts - Navy 121 Polo S/S or L/S - Navy w/star patch ** Polo Shirts get embroidered name at 1 158 SWAT TDU Pant 1159 SWAT TDU Shirt 1755 Traffic Safety Vest EQUI PMENT 809 Pant Belt Keepers 138 Handcuffs 188 Mk. I I I OC Spray Safariland Holster 192 Whistle 137 Name Tag for ike jacket 137 Name Tag for shirts 173 Cloth Nametag Tie Bar Tie Tac Summit Second Chance 57 Spare Cover MOTOR OFFI CERS Boots 155 Breeches Motor Helmet 634 976 419 1081 POLI CE ACADEMY Navy Pants L/S Shirt - Navy Khaki Pants L/S Shirt - Khaki EXPLORERS City of Palo Alto General Services Agreement Blauer# 8703 Blauer# 8713 Mocean Blauer #8841-1 Blauer #8130 Police Dept. 5.11 Blauer # 339P with star Boston Leather Atco Peerless Def Tech S.Land # Acm e B500 silver/black B169 silver/black Navy with Silver SM01-3A with Spare Cover Second Chance All American United 10303 Shoei South Bay Academy Fechheimer UD3900 Flying Cross #35W7886 Dickies Dickies $54.00 $54.00 $89.00 $69.00 $59.00 $54.00 $54.00 $69.00 $24.00 $4.00 $32.00 $14.00 $159.00 $9.00 $12.00 $12.00 $8.00 $7.00 $7.00 $849.00 $89.00 $399.00 $289.00 $449.00 $49.00 $49.00 $29.00 $29.00 16 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 634 Navy Pants 1153 S/S Lt. Blue Poplin Shirt L/S Lt. Blue Poplin Shirt Left sleeve: dept patch with explorer rocker Right sleeve: round explorer patch ANI MAL SERVI CES UNI FORM Green Jacket Green Fleece Jacket 173 with cloth name tag - green 1205 BDU Pants 491 Green Jeans 601 L/S Shirt - Tan W/W 600 S/S Shirt - Tan W/W Fechheimer UD3900 Blauer #6120 5.11 #48038 with black, patches, badge tab Blauer #8810 Ben Davis Flying Cross # 19W6604 Flying Cross #69R6604 PARKI NG ENFORCEMENT / CSO's Navy Shorts 5.11 #73285 756 Navy BDU Pants Blauer #8810 RECORDS 581 S/S Shirt - Lt. Blue 582 L/S Shirt - Lt. Blue Poly Lycra Pant - Navy Navy Sweater Flying Cross #95R6625 Flying Cross #45W6625 Fechheimer #39489 SF Knitting BI ANCHI ACCUMOLD ELITE DUTY GEAR Covered Cuff Case Single Double Magazine Pouch Baton Holder Belt Keepers - 4 Pack Oc Spray Pouch D -Cell Fashlight Holder Univ. Radio Holder w/ Swivel Pager/Glove Pouch Silent Key Holder Double Cuff Case 377 Adjustable Radio Holder 378 Compact Light Holder 380 Flat Glove Pouch City of Palo Alto General Services Agreement Bianchi #7900 Bianchi #7902 Bianchi #7904 Bianchi #7906 Bianchi #7907 Bianchi #7909 Bianchi # 7914S Bianchi #7915 Bianchi #7916 Bianchi #7917 Bianchi #7923 Bianchi #7926 Bianchi #7928 $49.00 $39.00 $44.00 $3.00 $4.00 $159.00 $109.00 $8.00 $79.00 $45.00 $69.00 $59.00 $59.00 $74.00 $59.00 $69.00 $79.00 $59.00 $32.00 $46.00 $11.00 $16.00 $32.00 $10.00 $57.00 $25.00 $25.00 $39.00 $48.00 $16.00 $25.00 17 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A Open Cuff Case Bianchi #7934 $33.00 384 Duty Belt w/ Tri-release Buckle Bianchi #7980 $59.00 939 Velcro Pant Belt Bianchi #7205 $29.00 Asp Baton Motang $99.00 Asp Baton Holder Motang $44.00 Zippers $12.00 Hash Marks $2.00 Chevron $6.00 Custom Alterations Take in Sides $15.00 Shorten Sleeve $10.00 Darts $15.00 OVERSIZE CHARGES APPLY PATCHES ARE THEIRS Maybe Add: Blauer BDU Pants (ripstop) Blauer BDU L/S (ripstop) Blauer BDU S/S (ripstop) Blauer Liner Jacket (CSO'S) FIRE Blauer 8830 Blauer 8730 Blauer 8740 Blauer 4660 $59.00 $59.00 $59.00 $139.00 ITEM # ITEM MANUFACTURER PRICE 427 16 oz. Wool Pants Flying Cross $99.00 105 S/S Wool Shirt with zipper Fech #70R9586 $89.00 104 L/S Wool Shirt with zipper Fech #20W9586 $99.00 177 Zipper in New Shirt $15.00 968 S/S White Shirt Elbeco # 867 $39.00 421 L/S White Shirt Elbeco # 877 $44.00 No patches on white shirts 792 S/S Lt. Blue Shirt Elbeco #868 $39.00 EMS Pant Propper $59.00 City of Palo Alto General Services Agreement 18 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A 1788 EMS Jacket Patches, flag, name tag 500 Duty Jacket- Navy Patches only 457 Double Breasted Jacket 544 Dress Hat - Navy 608 Dress Hat - White 1217 Metal Name Tag 774 Station Boots 1790 Steel Toe Boots 1385 6" Safety Toe Shoe 1791 Steel Toe Boot - Stealth 1177 Wildland Boot Wildland Boot 1383 Zippers for boots 115 Black Tie 595 Tie Bar 552 Maltese Cross 1384 Collar Insignia- Button Collar Insignia- Cut Out Collar Insignia- Cut Out 1792 Pant Belt - B/W 1382 Badge Holder 426 Shoulder Patches 682 Sleeve stripe Special Ops BDU Pants 1058 Navy TDU Pants City of Palo Alto General Services Agreement Flying Cross # 99800CTX Navy with white Blauer #6120 Fechheimer Hankin Brothers Hankin Brothers Silver B500 Black Redback # USBBK All American #401 or #100 Original SWAT #1180 Hi Tec #5310 Danner # 18102 Thorogood #804-6037 All American Samuel Broome Vanguard Blackington Blackinton Blackinton- Silver Blackinton- Gold Boston Leather Dutyman 5.11 #74003-724 $279.00 $149.00 $369.00 $99.00 $109.00 $12.00 $159.00 $189.00 $59.00 $129.00 $349.00 $169.00 $14.00 $7.00 $6.00 $10.00 $20.00 $26.00 $28.00 $24.00 $19.00 $8.00 $30.00 $54.00 19 Rev. March 29, 2018 DocuSign Envelope ID: 329DEE95-2FC9-431F-AF69-0A8F48AAE88A CSD OPEN SPACE PARK RANGERS Item Annual Quantity Price Class A dress trousers Flying Cross or similar, wool/poly blend, forest green 1 $99.00 Class B trousers Ben Davis brand green jeans, poly cotton blend 6 $45.00 Class B trousers Blauer brand Street Gear side pocket trousers, model 8810, OD Green 4 $79.00 Short -sleeved Shirt — Rangers Flying Cross brand tropical weave silver tan shirt with epaulets, pockets with pointed flaps, military pressed. 15 $59.00 Long-sleeved Shirt - Rangers Flying Cross brand tropical weave silver tan shirt with epaulets, pockets with pointed flaps, military pressed. 15 $69.00 Short -sleeved Shirt — Open Space Technicians Dickies brand khaki 65/35 poly/cotton shirts without epaulets, pockets with flaps. 8 $25.00 Long-sleeved Shirt — Open Space Technicians Dickies brand khaki 65/35 poly/cotton shirts without epaulets, pockets with flaps. 8 $29.00 Cold Weather Jacket Blauer brand parka or similar, O.D. Green with hood. 1 $339.00 Uniform hat Stratton campaign style straw hat, tan with grommets in brim for hat strap. 1 $99.00 Coveralls Dickies brand long sleeved coverall in O.D. Green. 4 $45.00 Belt Black basket weave leather, 1 '/2" to 1 3/4" wide with square chrome buckle. 2 $28.00 Medical glove/CPR mask holder Single or double holder, black leather, basketweave finish. 2 $24.00 glove holder Key fob/holder Clip type or silent type, black leather, basketweave finish. 2 $25.00 Key silent Flashlight holder Fits Streamlight Stinger, Strion, or SL -20, black leather, basketweave finish. 2 $16.00 Stinger / $9.00 ring Folding knife/multitool holder Single black leather basket weave magazine case. 2 $16.00 Pepper spray holder: Pepper spray (MK 3 size) holder, black leather, basketweave finish 2 $32.00 City of Palo Alto General Services Agreement 20 Rev. March 29, 2018 CITY OF City of Palo Alto (ID # 9225) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Dixon Resources Contract for Parking Support Title: Approval of Contract Number C18172676 With Dixon Resources Unlimited for a Total Not -To -Exceed Amount of $285,126 for Support of the City's Parking Programs for a One -Year Term, and Exemption of the Contract From Competitive Solicitation Requirements From: City Manager Lead Department: Transportation Recommendation Staff recommends that the Council: 1. Exempt Contract C18172676 (Attachment A) described below from the competitive solicitation requirements of the Palo Alto Municipal Code, and 2. Authorize the City Manager to execute Contract C18172676 with Dixon Resources Unlimited for a one-year term in an amount not to exceed $285,126 for consultant services and support for the City's various parking programs, including implementation of a new comprehensive parking permit and citation system and installation of automatic parking guidance system and security cameras in downtown garages. Background & Discussion The City has dramatically expanded its parking program over the last several years and currently lacks technical expertise to support several of the ongoing initiatives and projects. The Dixon contract will help address this deficiency and the advisory services provided to staff by the contractor will ensure that the City's parking programs continue to advance without substantial delays. Over the last three years, the Council has embraced strategies to address traffic and parking concerns by: (1) better managing existing parking supplies; (2) encouraging a shift away from single occupant vehicles; and (3) increasing the parking supply in selected locations. To improve management of existing parking supplies, the City has dramatically expanded its parking City of Palo Alto Page 1 programs over this period to include three new Residential Preferential Parking (RPP) districts, entailing a new on-line permit system and a new contract for parking enforcement. Parameters of these RPP programs have been adjusted by the Council on an annual or semi-annual basis, and the Council has also directed staff to proceed with projects aimed at improving parking utilization including: (1) improved on-line permitting for all parking programs; (2) implementing parking "wayfinding" (i.e. signs) downtown, and (3) installing automated parking guidance systems (APGS) in downtown garages. All of these initiatives (RPP programs and approved projects) are currently underway, and, at the same time, Office of Transportation does not currently have staff with the technical expertise to efficiently advance several of the projects. As a result, the Office has negotiated a one-year contract with Dixon Resources Unlimited to support the ongoing parking initiatives, and is seeking the Council's approval. The proposed contract was negotiated directly with Dixon without engaging in a competitive solicitation process. Under the Palo Alto Municipal Code (PAMC), professional services contracts exceeding $85,000 must be solicited by a formal request for proposal (RFP) process, unless exempt from the competitive solicitation requirement under another provision of the code or by the City Council. (PAMC section 2.30.330.) Staff recommends that the Council approve this exemption to keep the parking initiatives underway moving forward and avoid delays to the implementation of the comprehensive parking permit and citation system, automated parking guidance system, and the downtown parking wayfinding signage project. In 2016, Dixon Resources Unlimited was identified as the most qualified firm among four proposers through a formal Request for Proposals (RFP) process to complete the Downtown Parking Management Study and was awarded the contract. Dixon prepared the study which was presented to Council. Subsequently, Dixon Resources Unlimited was awarded a contract to assist the City with the development of an RFP for a new comprehensive parking permit and citation system, which was identified as a priority recommendation by the Downtown Parking Management Study and the Council. While additional work related to the other recommendations from the study is required, the firm's previous work products were well respected and Dixon Resources Unlimited developed a thorough understanding of the City's parking programs in the course of their work. This understanding makes Dixon Resources Unlimited, supplemented by former SFMTA parking manager Jay Primus, well suited to assist City Staff with the following tasks on an expedited schedule to implement the City's critical parking initiatives: (1) Advise Staff on the selection of a vendor and implementation/roll-out of a customer - service -focused on-line comprehensive parking permit and citation system for use by City of Palo Alto Page 2 the public and City staff' (2) Advise Staff on the selection of a contractor and installation of an automated parking guidance system in downtown garages' (3) Collaboratively develop operational policies and procedures related to the comprehensive parking permit and citation system, automated parking guidance system, and associated security cameras in downtown garages (4) Develop plans and specifications to add necessary electrical components to the downtown parking wayfinding signage project currently under construction as part of the Upgrade Downtown project (5) Advisory services for ongoing parking programs for a limited time period Undertaking a formal RFP process for these services would likely result in additional months of delays to the implementation of these projects, including the comprehensive parking permit and citation system, automated parking guidance system, and the downtown parking wayfinding signage project, and is unlikely to result in the identification of a more qualified firm. Policy Implications This contract is consistent with the City's three -pronged approach to reduce traffic and parking demand, better manage existing parking, and enhance the parking supply where needed. In addition, existing Comprehensive Plan policies also support the work: • Policy T-5.2: Continue to implement a comprehensive program of parking supply and demand management strategies citywide to optimize the use of existing parking spaces. • Program T5.2.1: Use technology to help identify parking availability and make it easy to pay any parking fees. • Program T5.2.2: Study and implement pricing strategies for public parking in commercial districts, taking into consideration both employee parking demand and the needs of retailers and customers. Use pricing to encourage short term parking on street, long term parking in parking garages and the use of alternative modes of transportation. • Program T5.2.3: Implement council -adopted recommendations from the parking management study for the Downtown area, which address the feasibility of removing color -coded parking zones, and dynamic pricing and management policies to prioritize short-term parking spaces closest to the commercial core for customers, garage parking 1 The contracts for purchase/implementation of the comprehensive parking permit and citation system, automated parking guidance system, and security cameras will be subject to Council approval following a separate procurement process. City of Palo Alto Page 3 for employees and neighborhood parking for residents. Resource Impact The FY 2019 Budget, to be considered for adoption by the City Council on June 18, 2018 includes funding for this contract. Services will be provided to various parking districts in Palo Alto, therefore, the costs are proportionally split between the University Avenue Parking Permit Fund, California Avenue Parking Permit Fund, and Residential Preferrential Parking (RPP) Program Funds. Timeline The contract will allow Dixon Resources Unlimited to begin work in July 2018. This is a one-year contract. Environmental Review The proposed contract would provide consultant support to staff and does not constitute a "project" requiring review under the California Environmental Quality Act (CEQA). Attachments: Attachment A: C18172676 Dixon Contract (PDF) City of Palo Alto Page 4 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 CITY OF PALO ALTO CONTRACT NO. C18172676 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND DIXON RESOURCES UNLIMITED FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1St day of July, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and DIXON RESOURCES UNLIMITED, a California corporation, located at 3639 Midway Drive, Suite B345, San Diego, California 92110 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide support for the Transportation Division of Planning & Community Environment Department ("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 or Section 25 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 Professional Services Rev. April 27, 2018 1 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed Two Hundred Eighty Five Thousand One Hundred Twenty Six Dollars ($285,126.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. Professional Services Rev. April 27, 2018 2 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Jay Primus Independent Consultant CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. Professional Services Rev. April 27, 2018 3 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Julie Dixon as the Principal Consultant to have supervisory responsibility for the performance, progress, and execution of the Services and Jay Primus as the project manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY's project manager is Joshuah Mello, Planning & Community Environment Department, Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, telephone: (650) 329- 2520. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT' s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. Professional Services Rev. April 27, 2018 4 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY' s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss Professional Services Rev. April 27, 2018 5 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 Professional Services Rev. April 27, 2018 6 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed Professional Services Rev. April 27, 2018 7 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such Professional Services Rev. April 27, 2018 8 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. Professional Services Rev. April 27, 2018 9 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 CONTRACT No. C18172676 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: Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": CONSULTANT DocuSigned by: 2A27D58339BB4F3... Julianne Dixon President SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS Professional Services Rev. April 27, 2018 10 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 EXHIBIT "A" SCOPE OF SERVICES Task 1: Comprehensive Permit and Citation Management System A. Provide advice to City regarding RFP proposals 1. Conduct initial review of proposals and provide guidance on any perceived "red flags" or need for additional information 2. Organize and facilitate demonstrations of proposers' systems (both for RFP review team and customer panel); includes development of scripts and questions for proposers 3. Organize and facilitate site visits to see proposers' systems in operation (both to review team and customer panel) B. Investigate integration opportunities with City's new ERP system C. Assist with contracting and contract award council staff report preparation D. Establish phased system roll -out schedule in coordination with the following City departments — Administrative Services Department (ASD), IT, Transportation, and Police Department (PD) -- and the City Manager's Office (CMO) E. Facilitate system development with ASD, IT, Transportation, PD, and CMO F. Manage system testing G. Manage system roll -out and troubleshooting Deliverables: • Meeting agendas and notes • Written summary of initial proposal review • Draft and final scripts and questions for proposer demonstrations • Phase roll -out plan with documented concurrence from ASD, IT, Transportation, PD, and CMO • Written documentation regarding testing results and requested modifications to system • Project close-out report Task 2: Automated Parking Guidance System (APGS) and Security Camera Conduit A. Generate revised cost estimate that includes total capital costs (APGS and security cameras) and operations and maintenance costs over the useful life of the system 1. Contact other agencies with APGS and security cameras to obtain information on ongoing operating and maintenance costs, as well as required staffing 2. Schedule and conduct interviews with other cities 3. Participate in development of APGS and security system concept of operations; help to ensure participation of CMO and City departments - IT, Office of Emergency Service (OES), Transportation, PD, Public Works Department (PW), and Utilities 4. Review options for warranty provided maintenance 5. Develop summary presentation about how system will operate and what resources will be required (to facilitate communication with stakeholders) Professional Services Rev. April 27, 2018 11 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 B. Finalize system design in coordination with IT, OES, Transportation, PD, PW, Utilities, and CMO (design is currently at 95%) C. Incorporate security camera conduit into system design for APGS in consultation with IT, Transportation, PD, PW, Utilities, and CMO D. Assemble bid package with performance criteria that encourage innovative technology and phasing E. Assist with contracting and contract award council staff report preparation F. Establish system roll -out schedule in coordination with IT, OES, Transportation, PD, PW, Utilities and CMO G. Respond to RFIs during construction and facilitate any required design changes in coordination with City's project engineer H. Manage system testing I. Manage system roll -out and troubleshooting 1. Coordinate design and installation of compatible APGS and security camera conduit into new parking garages located downtown and in the California Avenue business district Deliverables: • Meeting agendas and notes • Written report detailing revised cost estimate that includes total capital costs (APGS and security cameras) and operations and maintenance costs • Presentation detailing revised cost estimate that includes total capital costs (APGS and security cameras) and operations and maintenance costs • Bid package with performance criteria allowing for innovation • Phase roll -out plan with documented concurrence from IT, OES, PD, PW, and Utilities • Written documentation regarding testing results and requested modifications to system • Project close-out report Task 3: Interdepartmental Memos and Polices (Supported by Jay Primus) A. Develop Comprehensive Permit and Citation Management System internal memo of agreement with ASD, IT, Transportation, and PD; outlines each department's responsibilities in regard to system after roll -out B. Develop all policies required to support ongoing operation of Comprehensive Permit and Citation Management System in consultation with ASD, IT, Transportation, PD, and CMO; especially in regard to making the various parking programs more uniform in nature (i.e. income verification and document retention policy, business classification verification policy, uniform wait list policy, uniform refund policy, etc.) C. Develop APGS and security camera operations and maintenance plan and internal memo of agreement with IT, OES, Transportation, PD, PW, Utilities, and CMO D. Develop all policies required to support ongoing operation of the Automated Parking Guidance System and security cameras in consultation with IT, OES, Transportation, PD, PW, Utilities, and CMO (i.e. parking space allocation policy, APGS open data policy, security camera video monitoring policy, security camera video retention policy, etc.) Professional Services Rev. April 27, 2018 12 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 E. Develop APGS communications plan and user guide for public Deliverables: • Meeting agendas and notes • Executed Comprehensive Permit and Citation Management System internal memo of agreement • Executed Comprehensive Permit and Citation Management System policies and procedures • Executed APGS and security camera operations and maintenance plan and internal memo of agreement • Executed APGS and security cameras policies and procedures • Draft and final APGS communications plan and user guide Professional Services Rev. April 27, 2018 13 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Milestones Completion No. of Days/Weeks From NTP 1. Comprehensive Permit and Citation Management System TBD 2. Automated Parking Guidance System and Security Camera Conduit TBD 3. Interdepartmental Memos and Polices TBD Professional Services Rev. April 27, 2018 14 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 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 rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Professional Services Rev. April 27, 2018 15 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 EXHIBIT "C-1" SCHEDULE OF RATES Hourly Billing Rate Schedule Classification Labor Rate Per Hour Associate $125 Principal $195 Subconsultant Jay Primus $240 Professional Services Rev. April 27, 2018 16 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 EXHIBIT "D" INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING IIRL: https://www.planetbids.com/portal/portal.cfm?CompanyID-25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. April 27, 2018 17 DocuSign Envelope ID: D5E4F196-6E4A-4960-A54C-6A20A2687C19 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: //W W W.PLAN ETBIDS.COM/PORTAL/PORTAL.CFM? C OMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. April 27, 2018 18 Docu • SECURED Certificate Of Completion Envelope Id: D5E4F1966E4A49B0A54C6A20A2687C19 Subject: Please DocuSign: C18172676 Dixon Contract.docx Source Envelope: Document Pages: 18 Certificate Pages: 2 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Signatures: 1 Initials: 0 Status: Completed Envelope Originator: Christopher Anastole 250 Hamilton Ave Palo Alto , CA 94301 chris.anastole@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original Holder: Christopher Anastole 6/13/2018 10:12:29 AM chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Julianne Dixon julie@dixonresourcesunlimited.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CDocuSigned by: 2A27D58339BB4F3... Using IP Address: 70.179.20.248 Sent: 6/13/2018 10:18:57 AM Viewed: 6/13/2018 10:16:22 PM Signed: 6/14/2018 9:11:02 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Madina Klicheva Madina.Klicheva@CityofPaloAlto.org Administrative Associate II City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherry Nikzat Sherry.Nikzat@CityofPaloAlto.org Sr. Management Analyst City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED COPIED Sent: 6/14/2018 9:11:02 AM Sent: 6/14/2018 9:11:03 AM Carbon Copy Events Status Timestamp Yolanda Cervantes Yolanda.Cervantes@CityofPaloAlto.org Administrative Assistant City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 6/14/2018 9:11:03 AM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 6/14/2018 9:11:03 AM 6/14/2018 9:11:03 AM 6/14/2018 9:11:03 AM 6/14/2018 9:11:03 AM Payment Events Status Timestamps CITY OF City of Palo Alto (ID # 9275) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: 3225 El Camino Real: Vesting Tentative Map Title: QUASI-JUDICIAL/PUBLIC HEARING. 3225 El Camino Real [17PLN-00007]: Request for a Vesting Tentative Map to Subdivide a 29,962 Square Foot Parcel Into two Parcels Comprised of one Commercial Parcel and one Residential Parcel for Condominium Purposes. Environmental Assessment: An Initial Study Mitigated Negative Declaration (IS-MND) was Previously Prepared for an Associated Development Application (15PLN-00003) That was Approved by the Director of Planning & Community Environment on April 21, 2016. Zoning District: Service Commercial (CS) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council take the following action(s): 1. Find the project in compliance with the Initial Study — Mitigated Negative Declaration (IS-MND) prepared for the associated development application (15PLN-00003) pursuant to California Environmental Quality Act (CEQA); and, 2. Approve subject vesting tentative map based on the findings and conditions in Attachment B. Executive Summary Applicant proposes a Vesting Tentative Map that would subdivide the 29,962 square foot (sf) lot into two vertically arranged parcels; Parcel 1 (the "commercial parcel"), would include retail and office space and four apartments, and Parcel 2 (the "residential parcel") would include four residential condominiums. The subdivision map would facilitate the construction of a previously approved (15PLN-00003) new 29,249 square foot (sf) mixed -use development project located in the Service Commercial (CS) zoning district. On February 18, 2016, the Architectural Review City of Palo Alto Page 1 Board' recommended approval of, and the Planning Director subsequently approved, a Major Architectural Review application to replace the existing 7,000 sf, one-story commercial retail. The architectural review entitlement contemplated the subject vesting tentative map application. Background The applicant requests approval of a Vesting Tentative Map to create two parcels comprised of one commercial parcel, including four apartments, and one residential parcel for condominium purposes not to exceed four residential condominiums. This subdivision application would facilitate the construction of a previously approved 29,249 sf mixed -use development project (15PLN-00003). As shown in Figure 1, Parcel 1 ("Commercial Parcel") would include the below - grade garage, surface -level parking lot, the retail/office buildings, the four (4) rental apartment units to be located on the second -floor of Building A, and the earth and the airspace below, around, and above the project. Parcel 2 ("Residential Parcel") would include the four (4) for - sale condominiums located on Building A's third- and fourth floors and the Condominium Building Common Area. The proposed map can be found under Attachment E. W z BUILDING A F.00F w dl a I PORTAGE AVENUE APPROXIMATE GROUND LEVEL CONDOMINIUM BUILDING COMMON AREA FOR PARCEL TOO WITH THE EXCEPTION OF THE 4 UNITS PARCEL 2 4 RESIDENTIAL CONDOMINIUMS ----..„\\ (2 LEVEL UNITS) 4 RESIDENTIAL APARTMENTS J RETAIL FOURTH FLOOR PARCEL 1 —) (COMMERCIAL) TICK FLOOR TIC _ _ _ _ _ BUILDING B OFFICE SECOND FLOOR BRI DGE RETAIL/OFFICE UNDERGROUND PARKING GARAGE (PARCEL 1, COMMERCIAL) ADJACENT LOT Figure 1: Cross -Section View of Proposed Parcels 1 The project was initially processed as a Site & Design review project. However, on February 10, 2016, the requirement regarding mixed -use projects was amended to require Site & Design review when the proposed number of residential units exceed nine (previous threshold was four). As such, the project was no longer subject to Site & Design review and was processed as a Major Architectural Review project under the purview of the Architectural Review Board for recommendation and the Director of Planning and Community Environment for approval. City of Palo Alto Page 2 Access to both parcels will be provided from a single driveway from Portage Avenue that will serve the surface parking area and lead to the below -grade parking garage. The approved development project provides 20 surface parking spaces, five of which double as the required loading zone during off-peak hours; and 54 parking spaces in the below grade garage for a total of 74 spaces. The required parking for this project is 75 spaces. The project received a 1 percent parking reduction as approved by the Planning Director per the provisions of PAMC Section 18.52.050, resulting in a reduced total required parking count of 74 spaces. No reserved or dedicated parking is permitted for either the residential units or retail/office use as conditioned by the Architectural Review approval; all spaces will be available as shared parking. Easements related to the joint use utility facilities, elevator and stairs, trash room, and storm water treatment and maintenance equipment areas are indicated in general form on the proposed map (see Attachment E). The aforementioned easements, as well as others necessary for access, surface parking, garage, structural support, and sewer and drainage are further defined in the draft Combined Condominium Declaration and Covenants, Conditions and Restrictions, provided in Attachment E. Provided below is a summary table that corresponds to the section detail in Figure 1 and further defines how the buildings' uses will be organized and divided between the two parcels. Table 1: Approved Building Use Organization Building A (4 -Story Building) Building B (2 -Story Building) Commercial Residential Commercial Residential Third/Fourth- Floors (Parcel 2) None Four (4) "for sale" 4 -bedroom condominium units Second -floor (Parcel 1) None Four (4) 2 -bedroom rental units 1,826 sf office None First -Floor (Parcel 1) 6,513 sf retail None 2,061 sf retail None Discussion City of Palo Alto Page 3 The necessary findings for approval of the Vesting Tentative Map are contained in State law and incorporated into Title 21 of the Municipal Code. Under the Subdivision Map Act, the City Council must make a series of "reverse" findings to justify approval. If the findings cannot be made, the subdivision must be approved. In particular, under Government Code Section 66474, the Council shall disapprove the Tentative Map if it makes any of the following findings: a) That the proposed map is not consistent with applicable general and specific plans. b) That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans. c) That the site is not physically suitable for the type of development. d) That the site is not physically suitable for the proposed density of development. e) That the designs of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. f) That the design of the subdivision or type of improvements is likely to cause serious public health problems. g) That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. Some relevant factors are discussed below and a detailed review of the proposed project's consistency with applicable Title 21 findings has been performed and can be found in Attachment B. The subject lot measures 149.81 feet wide by 200 feet deep, totaling 29,962 square feet (sf). The property is located in the CS zoning district at the southeast corner of El Camino Real and Portage Avenue, and is bound by commercial uses that share the CS zoning designation to its north, west, and east. Directly to its south, across El Camino Real, is Hotel Parmani (CS zoning district) and Communications & Power Industries (Research Park zoning district). The subject lot does not share its property lines with another zoning district. The relatively flat lot is presently devoid of any landscaping on -site and is completely paved over for parking that served the 7,000 sf commercial building to be demolished. There are four street trees (all London planes, two on El Camino Real and two on Portage Avenue) within the pedestrian rights -of -way adjacent to the project site that will be preserved. The subject site is part of a developed and urbanized area along El Camino Real, which is a major arterial road and commercial corridor. Zoning Compliance2 As noted in this report, the subdivision application is tied to a previously approved City of Palo Alto Page 4 development application (15PLN-00003) that was deemed compliant with the applicable zoning regulations set forth in the CS zoning district. A detailed review of the proposed project's consistency with applicable zoning standards has been performed and summarized in a table provided in Attachment C. Multi -Modal Access & Parking The project site is within the vicinity of Barron Park Elementary, Terman Middle School and Gunn High School. Although this segment of El Camino Real is not a designated Safe Routes to School, it is considered a walking route to get to these facilities. A public access easement is required as a condition of approval with Vesting Tentative Map and will be dedicated with the proposed Final Map to the City for an additional 4.5 feet of sidewalk between the property line and back -of -walk along the El Camino Real frontage to provide a 12 foot wide sidewalk. As the surface lot and below -grade garage are both in the Commercial Parcel, the required parking for the Residential Parcel is provided by easement. Because the Architectural Review approval required shared parking without the use of dedicated or reserved spaces, the easement provides a non-exclusive right to parking in any of the available parking spaces. Planning and Transportation Commission The Vesting Tentative Map application (17PLN-00007) was brought before the Planning & Transportation Commission on April 25, 2018 and the Commission recommended approval. The Commission asked clarifying questions related to confirming the intent of the subdivision request and whether the subdivision application changes any existing public policy such as the provision of required Below Market Rate (BMR) units. In response, Staff confirmed the applicant's intent relative to splitting ownership and rental units, and the proposed map's consistency with the necessary findings for approval and confirmed the requirements of the BMR program are being met through payment of the associated in -lieu fee. Policy Implications The site has a Service Commercial (CS) Comprehensive Plan land use designation. The proposed Vesting Tentative Map is consistent with the Comprehensive Plan, in that the map will facilitate the redevelopment of a parcel within the City's urban service area which is consistent Policy L- 1.2 of the Comprehensive Plan. Consistencies with other Comprehensive Plan policies are included in Attachment B of this report Resource Impact The applicant has paid a one-time development impact fee to the City of $885,230.74. City of Palo Alto Page 5 Timeline The Vesting Tentative Map application (17PLN-00007) was brought before the Planning & Transportation Commission on April 25, 2018, which recommended approval to City Council. Upon adoption of the Vesting Tentative Map by Council, the applicant will have two years to obtain Final Map approval. The Final Map is reviewed for approval by City Council. Environmental Review The subject project was included as part of the project scope outlined in the Initial Study — Mitigated Negative Declaration (IS-MND) prepared for the associated development application (15PLN-00003) that was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The IS-MND was circulated between for public review beginning December 4, 2015, through January 8, 2016, and approved by the Director of Planning and Community Environment on April 21, 2016. The Initial Study prepared for the project determined that there would be significant impacts that require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds and appropriate construction methodology to prevent soil vapor intrusion into the structure. The Final IS-MND is provided in Attachment E of this report. The development application and this vesting tentative map include conditions that will ensure implementation of these mitigations. Attachments: Attachment A: Location Map(PDF) Attachment B: Draft Record of Land Use (DOCX) Attachment C: Zoning Comparison Table (DOCX) Attachment D: Applicant's Project Description (PDF) Attachment E: Initial Study, MMRP, Project Plans, and CC&Rs (DOCX) City of Palo Alto Page 6 ccampbe, 2015-11-20 14:37:02 (\\cc-maps\gis$\gisladmin\Personal\Planning.mdb) This document is a graphic representation only of best available sources. The City of Palo Alto assumes no responsibility for any errors 01989 to 2015 City of Palo Alto ATTACHMENT B ACTION NO. 2018-XX DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 3225 EL CAMINO REAL: VESTING TENTATIVE MAP, 17PLN-00007 (JOHN VIDOVICH, APPLICANT) At its meeting on , 2018, the City Council of the City of Palo Alto ("City Council") approved the Vesting Tentative Map for the development of a two -lot subdivision project making the following findings, determinations and declarations: SECTION 1.Background. A. On January 5, 2017, John Vidovich applied for a Vesting Tentative Map for the development of a two (2) parcel subdivision project ("The Project"). B. The project site is comprised of one existing lot (APN No. 132-38-042) of approximately 29,962 square feet. The site contains one existing commercial structure. Commercial land uses (office and retail) are located adjacent to the lot to the north, west and east. To the project's south, across a major arterial road (El Camino Real), are hotel and office land uses. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on April 25, 2018, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study -Mitigated Negative Declaration (IS-MND). An initial study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds and appropriate construction methodology to prevent soil vapor intrusion into the structure. The IS-MND was made available for public review beginning December 4, 2015, through January 8, 2016, and approved by the Director of Planning and Community Environment on April 21, 2016. The Initial Study and Negative Declaration are contained as Attachment J in the February 18, 2016, Architectural Review Board Staff Report (ID #6508). SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: 1 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: Policy L-1.2: Limit future urban development to currently developed lands within the urban service area [...] The Project site is located within the urban service area and the Project is consistent with this policy by continuing the reuse of land within this area; and Policy L-1.5: Encourage land uses that address the needs of the community and manage change and development to benefit the community. The Project would facilitate the construction of a mixed -use commercial and residential development that would create eight new residential units, ground -floor retail and office space that maximizes the lot's utility to the benefit of the surrounding community; and Policy L-2.2: Enhance connections between commercial and mixed -use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. The Project provides a 4.5 foot public access easement along the El Camino Real street frontage to accommodate a 12 foot wide sidewalk that will serve to enhance the pedestrian environment. Additionally, 10 short-term bicycle parking facilities are provided in front and behind the plaza area (an additional 10 long-term bike lockers are provided in the below -grade parking garage) which encourages active modes of transportation such as bicycling; and Policy L-4.3: Encourage street frontages that contribute to retail vitality in all Centers. Reinforce street corners in a way that enhances the pedestrian realm or that form corner plazas. Include trees and landscaping. The approved development project associated with the subdivision Project provides a highly visible and substantial open plaza with pedestrian -friendly amenities such as seating areas, decorative pavers and planters that will visually engage and promote activity within the development. 3. That the site is not physically suitable for the type of development: The Project site is suitable for mixed use development; it is comprised of one large relatively flat lot in a commercial corridor along a major arterial road (El Camino Real) in the Service Commercial (CS) zoning district. The lot would be subdivided into two parcels; one 25,121 square foot (sf) commercial parcel and one 7,377 sf residential parcel for condominium purposes not to exceed four (4) residential condominium units. There is no required minimum site area, width, or depth for mixed -use developments in the CS zoning district. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 foot effective sidewalk width. The Project site would allow for a total of eight multi -family residential units on two parcels in a vertical arrangement as permitted for mixed -use developments in the CS zoning district. 2 4. That the site is not physically suitable for the proposed density of development: The project would create a total of eight multi -family residential units which compliant with the maximum allowable residential density as calculated for the total site area (30 DU/acre = 20 DU). See Palo Alto Municipal Code Section 18.16.060 —Table 4 (3). 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the Director of Planning and Community Environment on April 21, 2016, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that property is not adjacent to sensitive habitat areas and would incorporate mitigation measures to reduce impacts to nesting birds to a less than significant level . 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies a few potentially significant impacts related to the associated development project's improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds and appropriate construction methodology to prevent soil vapor intrusion into the structure as reported in the Final IS-MND approved by the Director of Planning and Community Environment on April 21, 2016. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. A public access easement will be dedicated with the Final Map to the provide an additional 4.5 feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12 foot effective sidewalk width. SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 7 of this Record. 3 SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by John Koroyan titled "Vesting Tentative Map For Condominium Purposes," consisting of nine (9) pages, stamped as received May 21, 2018, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval. Planning Division 1. ALLOWED FAR. The total FAR allowed for Parcels 1 and 2 shall not exceed the FAR that would be permitted if the parcels were merged (i.e. total FAR shall be based on the land area of 29,962 square feet). For purposes of FAR, Parcels 1 and 2 shall not enjoy additional rights nor be subject to additional limitations compared to a single parcel on the site. 2. REQUIRED SETBACKS. All setbacks shall be based on a vertical plane extending from the perimeter property lines of the total site. 3. PARKING FOR PARCEL 2. The required eight (8) parking spaces plus associated guest parking, as required by PAMC 18.52, for Parcel 2 shall be provided for on Parcel 1. Related easements will be required to access this parking, as further described in the CC&Rs dated March 13, 2018. 4. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval and is attached hereto for convenience. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project's MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. 4 5. DEVELOPMENT IMPACT FEES. Payment in the amount of $885,230.74 for the associated Development Impact Fees was paid to the City on April 6, 2018. No additional impact fees are required. 6. 90 -DAY PROTEST PERIOD. The applicant is hereby notified that the approved plans, these conditions of approval, and the adopted City fee schedule constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90 -DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90 -day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Building Division 7. All occupancy separations, rated shafts and easements shall be constructed and maintained per the draft of the COMBINED CONDOMINIUM DECLARATION AND COVENANTS, CONDITIONS AND RESTRICTIONS dated March 13, 2018. Public Works Engineering Department 8. Both proposed parcels will need to be in compliance with Provision C.3 — New Development and Redevelopment under Municipal Regional Stormwater Permit 2.0, as specified by the Santa Clara Valley Urban Runoff Pollution Prevention Program. Compliance with this requirement will be verified prior to Building permit issuance. 9. The property owner shall provide a public access easement for the additional dimension of sidewalk between the property line and back of walk and/or building edge to create a free and clear sidewalk measuring 12 feet in width. Applicant shall plot and label the public access easement on the Final Map. 5 10. Off -site improvements such as curb and gutter, sidewalk replacement, street tree replacement and/or new street trees, street lights, utility upgrades or street resurfacing, striping are typically required with subdivisions. Since the proposed projects are part of subdivision, applicant(s) shall be aware that off -site improvements such as those listed above will be required. At a minimum plans provide an Off -site improvement Plan set that show new curb, gutter and sidewalk along the project frontages to be removed and replaced, full street width resurfacing (grind and overlay) will be required, new street trees, striping, all off -site utility upgrades. Applicant shall meet with Urban Forestry to evaluate if a new street tree can be planted along the project frontages. 11. Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. AS PART OF THE FINAL MAP PROCESS 12. The Final Map shall include CITY ENGINEER STATEMENT, CITY SURVEYOR STATEMENT, BENEFICIARY STATEMENT, DIRECTOR OF PLANNING AND COMMUNITY ENVIRONMENT STATEMENT and CITY CLERK. 13. The City of Palo Alto does not currently have a City Surveyor we have retained the services of Siegfried Engineering to review and provide approval on behalf of the City. Siegfried will be reviewing, signing and stamping the Final Map associated with your project. In effort to employ the services of Siegfried Engineering, and as part of the City's cost recovery measures, the applicant is required to provide payment to cover the cost of Siegfried Engineering's review. Our intent is to forward your Final Map to Siegfried for an initial preliminary review of the documents. Siegfried will then provide a review cost amount based on the complexity of the project and the information shown on the document. We will share this information with you once we receive it and ask that you return a copy acknowledging the amount. You may then provide a check for this amount as payment for the review cost. The City must receive payment prior to beginning the final review process. 14. Provide closure calculations and cost estimate for the off -site improvements described above. 15. Provide electronic copies of the documents provided. PRIOR TO FINAL MAP RECORDATION 16. Submit wet signed and stamped mylar copy of the Final Map to the Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. 17. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230 6 PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 18. Final Map shall be recorded with County Recorder. Utilities Electrical Engineering 19. The applicant shall grant the City the easement to access the transformer that will serve the new buildings. Housing/BMR 20. Below Market Rate (BMR) Housing Requirement: This project's total BMR requirement is 0.60 units. When the BMR requirement results in a fractional unit, an in -lieu payment to the Residential Housing Fund may be made for the fractional unit instead of providing an actual BMR unit, except that larger projects of 30 or more units must provide a whole BMR unit for any fractional unit of one-half (0.50) or larger. 21. The applicant has provided an in -lieu payment as specified in Section 16.65.060. The fractional in -lieu fee has been paid prior to issuance of any building permits for the project; provided, however, that prior to issuance of the first building permit for the project, the applicant may elect to provide one additional inclusionary unit instead of paying the fractional in -lieu payment. 22. All BMR units constructed under this condition shall be in conformance with the City's BMR Program rules and regulations. In the event the applicant elects to construct a BMR unit, a BMR Agreement in a form acceptable to the City Attorney for the 0.60 BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. SECTION 7. Term of Approval. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. 7 PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by John Koroyan titled "Vesting Tentative Map for Condominium Purposes," consisting of nine pages, stamped received on May 21, 2018. 8 ATTACHMENT C ZONING COMPARISON TABLE 3225 El Camino Real, File No. 17PLN-00007 Vesting Tentative Map Table 1: COMPARISON WITH CHAPTER 18.16 (CS DISTRICT) Regulation Required Existing Proposed Minimum/Maximum Site Area (1) None 29,962 sf (0.69 acres) 29,962 sf (0.69 acres) divided into two parcels on different horizontal planes Minimum/Maximum Site Width (1) None 149.81 feet 149.81 feet Minimum/Maximum Site Depth(1) None 200 feet 200 feet Maximum Residential Density (2 30 units per acre 0 8 units over two parcels (5.52 units per acre) 1. Mixed -Use developments in the CS zoning district do not have specified site area, depth, or width requirements; see PAMC Section 18.16.060 — Table 4 2. Residential density determination is based upon the total site area, irrespective of the percent of the site devoted to commercial use; see PAMC Section 18.16.060 — Table 4(3) De Anza Properties Director of Planning City of Palo Alto 250 Hamilton Avenue 5th Floor Palo Alto CA 94301 Dear Director of Planning : The project at 3225 El Camino Real is a mixed -use project, which will include retail, office, rental apartments and for -sale residential condominiums. A two -lot parcel map will subdivide the property into two parcels, one commercial parcel, and one residential parcel. The residential parcel will be elevated above the commercial parcel and will consist of a three dimensionally described space within which will be contained 4 condominium units and the condominium common area. A condominium plan will be used to describe the 4 residential units and the condominium common area. The condominium plan will be attached to the CC&Rs as an exhibit. The commercial parcel shall contain all the rest of the property. The commercial parcel shall include the earth beneath and the sky above, the below -grade garage, ground floor retail,4 rental apartments, and office space. Sincerely, John Vidovich 650-209-3232 960 N. San Antonio Road • Suite 114 • Los Altos, California 94022 • Phone: 650/209-3232 Attachment E Initial Study — Mitigated Negative Declaration Mitigation Monitoring and Reporting Program Project Plans Combined Condominium Declaration and Covenants, Conditions and Restrictions (Draft) Hardcopies of the initial study and project plans are provided to Board members. These documents are available to the public online and/or by visiting the Planning and Community Environmental Department on the 4th floor of City Hall at 250 Hamilton Avenue. (Note — new temporary location on 4th floor) Directions to review Project plans online: 1. Go to: http://bit.ly/PaloAltoPlanningProjects 2. Scroll down the center of the page and click "View pending projects" 3. Scroll to find "3225 El Camino Real" and click the address link 4. On this project specific webpage you will find a link to the Initial Study — Mitigated Negative Declaration and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4207 CITY OF City of Palo Alto (ID # 9323) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Extend Term with PCJPB for Shuttle Administration Title: Approval of Amendment Number 4 to the Agreement With the Peninsula Corridor Joint Powers Board for Rail Shuttle Bus Service Administration to Extend the Term of the Agreement for One-year and for City to Provide an Additional $130,600 for Community Shuttle Service on the Existing Embarcadero Shuttle Route From July 2018 Until June 2019 From: City Manager Lead Department: Transportation Recommendation Staff recommends that the City Council authorize the City Manager to execute an amendment to the Rail Shuttle Bus Service Administration Agreement with the Peninsula Corridor Joint Powers Board (JPB), extending the term of the agreement through June 30, 2019 and adding $130,600 to cover the City's Embarcadero shuttle route operating costs during the period July 1, 2018 through June 30, 2019. Executive Summary The City and the JPB have an agreement (S0114750) under which the JPB provides the Embarcadero shuttle service, which is partially funded by the JPB and partially funded by the City. The proposed amendment to the agreement provides for continued service in the next fiscal year, with the City paying 56.1% of the total cost of operating the shuttle, estimated to be $130,600. Funds have been budgeted in Fiscal Year (FY) 2019 for this purpose. Background In 1999, the City and JPB entered into the Rail Shuttle Bus Service Administration agreement for the provision of shuttle services in Palo Alto, as part of the JPB rail shuttle bus program. In 2014, JPB staff updated and standardized the original Rail Shuttle Bus Service Administration Agreement from 1999 and a new base agreement was executed on August 18, 2014. The City of Palo Alto Page 1 agreement provides that the agencies may extend the term of the agreement upon mutual consent. The JPB agreement contains terms and conditions for the Embarcadero route, which is part of the rail shuttle program and subsidized by the JPB. While the Embarcadero route is considered part of the Palo Alto free shuttle program and is partially funded by the City, the service is provided by an operator under contract to the JPB, and the JPB funds a portion of the service. The Embarcadero route is one of two Palo Alto free shuttle routes. The other route is the Crosstown Route operated by MV Transportation. In May 2017, the City Council approved a two year contract extension with MV Transportation to provide service for the Crosstown route. The Crosstown route is funded exclusively by City. Discussion The fourth amendment to the agreement (Attachment A), provides for continued shuttle services for the Embarcadero route from July 1, 2018 through June 30, 2019. The cost of operating the Embarcadero route for twelve months from July 1, 2018 through June 30, 2019 is estimated to be $233,000. The JPB's maximum contribution during this term of the Agreement will be $102,400, which is 43.9% of the estimated total operating costs for the route, as determined by the JPB. The agreement with the JPB stipulates that the City will reimburse the JPB for 56.1% of the total actual costs of operating the Shuttle Service, which is estimated to be $130,600, subject to a final adjustment. Approval of this contract amendment would continue the operation of the Embarcadero Shuttle Route for the remainder of Fiscal Year 2019. Policy Implications This request is consistent with prior Council direction to continue and expand the Palo Alto shuttle and with policies in the Comprehensive Plan regarding reducing congestion and increasing the use of alternatives to the private automobile. Resource Impact The FY 2019 Planning and Community Environment Operating Budget, to be considered for adoption by the City Council on June 18, 2018, includes funding for shuttle services. Staff anticipates that existing funding levels for shuttle services are sufficient to cover this expense and the current costs of the Crosstown Shuttle. Therefore, no additional funding was requested City of Palo Alto Page 2 as part of the Fiscal Year 2019 Budget development. The execution of this agreement with the JPB has no impact on the contract with MV Transportation. Environmental Review On August 2, 1999, the City Council approved a Negative Declaration finding the shuttle project would not result in any significant environmental impact. Funding continuation of an existing service is also categorically exempt from review pursuant to Section 15301 (Class One, Existing Facilities) of the State CEQA Guidelines. Attachments: Attachment A: Amendment 4 Agreement 50114750 (PDF) City of Palo Alto Page 3 April 30, 2018 BOARD OF DIRECTORS 2018 JEANNIE BRUINS, CHAIR GILLIAN GILLETT, VICE CHAIR CHERYL BRINKMAN CINDY CHAVEZ DEVORA "DEV" DAVIS JEFF GEE DAVE PINE CHARLES STONE MONIQUE ZMUDA JIM HARTNETT EXECUTIVE DIRECTOR City of Palo Alto Attn: Mr. Mark Hur 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Mr. Hur, Enclosed, please find the FY 2019 Peninsula Corridor Joint Powers Board (JPB) Rail Shuttle Bus Service Administration Agreement Amendment for the Embarcadero shuttle. Caltrain appreciates the City of Palo Alto's efforts in promoting public transportation, assisting in the reduction of air pollution, traffic congestion, and improving mobility in the Bay Area. Shuttle Route Agreement Embarcadero Caltrain Amendment #4 Max. JPB Contribution Lesser of $102,400 or 43.9% The attached revises the terms, conditions, and/or requirements set forth in the original and/or subsequent amendment agreements. Failure to sign and return the enclosed Agreement and requested documentation, within 60 calendar days of the date of this letter, may subject this grant offer to cancellation. Please contact staff, should you have any concerns about missing the submission deadline. Please note that only a fully executed agreement, signed by both the Lead Organization and the JPB, constitutes a final approval and obligation on the part of the JPB. Please return the following: 1. Two original agreements/amendments with "wet signatures;" 2. Documentation that the signatory is authorized to sign contracts on behalf of your organization; PENINSULA CORRIDOR JOINT POWERS BOARD 1250 San Carlos Ave. — P.O. Box 3006 San Carlos, CA 94070-1306 (650) 508-6269 Funding Benchmark Summary Below are the observed benchmarks for your organization's shuttle service. Metric Benchmark Target Target Observed Achieved Cost Effectiveness (CE)' < $200,000/ton of emissions reduced. CE: DNQ CY 2018 BAAQMD grant contribution. Proximity to existing transit. No Cost per Passenger2 < $4.00 per passenger $5.59 No Riders per Hour2 > 10 riders per hour 13.5 Yes Ridership YTD2 > 2% YTY 20,092 (-17.9% YTY) No 'Based on ridership for period July 2017 —December 2017. CE score is calculated by the BAAQMD and based on a variety of factors including, but not limited to: Federal Environmental Protection Agency (EPA) emission models, annual rider survey responses, ridership observed, actual shuttle vehicle emission inputs, and amount of grant requested from this funding source. To meet CE requirements, the requested grant amount must be reduced until the CE score is less than $200,000 per ton of emissions reduced. 'Based on July 2017 — December 2017 ridership and supplied invoice data. Service Promotion With dwindling grant resources and reduced internal funding availability, it is important that your service meets minimum Funding Benchmarks as cited in Attachment F. In an effort to increase ridership, Caltrain requests your organization actively promote its shuttle service and make grant -eligible service improvements as appropriate. As part of an agency -wide ridership improvement campaign, the shuttles are expected to show a minimum 2% ridership increase over FY 2018-2019 levels. This goal will aid in the increasingly competitive grant application processes. In further support of this initiative, staff has been directed to annually evaluate existing services and make recommendations for future funding allocations. The information contained in the Funding Benchmark attachment of the amendment, will be an integral element of the evaluation process. While meeting benchmark targets are not a guarantee of future subsidies due to the competitive grant process, missing productivity targets will threaten future funding subsidies. Routes not meeting funding targets, should expect possible subsidy reductions or eliminations. 2 Your organization previously provided a Marketing Program summary, which is included as Exhibit C of the agreement, to demonstrate the general promotion of the shuttle service. Section 9 of the base agreement, Marketing Program, requires the Lead Organization to provide to the JPB: "... a marketing update based on the four fiscal quarters (October 1, January 1, April 1, July 1) following the provision of Shuttle Service. The update shall include progress toward milestones and other promotional elements related to the Marketing Program. Within eight (8) calendar days of the end of the term of this Agreement, and/or any extension thereof Lead Organization shall submit to the JPB an annual report on the same statistics... " In an effort to demonstrate that the shuttles are being actively promoted by the participants to our grantors, please provide the Marketing Program report on a regular basis. The report should include a summary of shuttle promotion that occurred during the reporting period (e.g. promotional meetings, mailers, email blast, ongoing passive promotion efforts, etc.). If no promotion occurred, the report should still be submitted stating that no active promotion occurred during the reporting period. These reports will be incorporated as a component of the future funding evaluation process noted above. To aid in the process, a reporting template is attached. Bay Area Air Quality Management District Funding (BAAQMD) Route Changes: If your service receives BAAQMD funding, there is a new funding provision in the agreement between the JPB and the BAAQMD, requiring BAAQMD approval of any routing changes in advance of implementation. Please contact me at least eight weeks in advance of any planned routing changes to determine if your proposed change will impact the grant award. If determined the change impacts the grant award, the service grant application will need to be resubmitted and re-evaluated by the BAAQMD. Be aware that in certain circumstances, the requested change may negatively impact the prior grant award — reducing the contribution from the JPB after route change implementation. If the service routing is modified prior to obtaining grantor authorization, the JPB could be deemed in breach by the BAAQMD; potentially threatening funding for all routes in the JPB funding agreement. Please help the JPB retain maximum grant funding for all parties in the Shuttle Subsidy Program by contacting JPB staff prior to implementation of any route changes. Future BAAQMD Funding: Staff has been informed that the BAAQMD will be utilizing a new emission model for route grant evaluations beginning in CY 2018. This will impact BAAQMD funded routes beginning in CY 2019. When testing the model on the grant inputs for JPB CY 2018 grant applications, it was determined that Caltrain could experience upwards of a 10% decline in grant revenue with the new model. As a result, some routes could experience 3 grant reductions in the coming years. To strengthen future grant applications, please continue to promote your shuttle services. If you wish to accept the attached agreement/amendment, please sign and return both originals along with the required documents, to: Bus Contracts - Shuttles San Mateo County Transit District 1250 San Carlos Avenue San Carlos, CA 94070-1306 Please let me know if you have any questions. Sincerely, CrY/ ; CA SDIxe4/14s-i___, Michael Stevenson Associate Operations Contract Administrator San Mateo County Transit District P: 650.508.7979 E: stevensonm@samtrans.com Enclosures: Agreement (two originals) Redline Reference Marketing Program Reporting Template Document Checklist 4 DOCUMENT CHECKLIST — FY 2019 As stated per the original Agreement, the following documents are required: Two original Agreements/Amendments with "wet signatures" Documentation that the signatory is authorized to sign contracts on behalf of your organization Please send all current documents to the following address: Bus Contracts - Shuttles San Mateo County Transit District 1250 San Carlos Avenue San Carlos, CA 94070-1306 Please do not hesitate to contact should you have any questions. P: 650.508.7979 E: stevensonm@samtrans.com MARKETING PROGRAM REPORTING TEMPLATE Fiscal Year: Date Submitted: Reporting Period: to Shuttle Route: Person Completing Report: Email: Phone: As stated per the Agreement, the following documents are required to be attached along with this completed template to uphold the requirements of the Marketing Program: 1) Written summary of all shuttle promotions that occurred this reporting period (please provide below). 2) Scanned copies of all marketing materials (e.g. promotional meetings, mailers, email blasts, ongoing passive promotion efforts, etc.) Please provide the above marketing materials to: shuttles@samtrans.com N:\Bus Contracts\Shuttle\AGREEMENTS\SHUTTLE OPERATION EXTENSION LETTERS\RAIL SHUTTLE BUS AGREEMENTS- ALL\AMENDMENT DOCUMENT TEMPLATES BOARD OF DIRECTORS 2018 JEANNIE BRUINS, CHAIR GILLIAN GILLETT, VICE CHAIR CHERYL BRINKMAN CINDY CHAVEZ DEVORA "DEV" DAVIS JEFF GEE DAVE PINE CHARLES STONE MONIQUE ZMUDA JIM HARTNETT EXECUTIVE DIRECTOR Amendment No. 4 To RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT BETWEEN PENINSULA CORRIDOR JOINT POWERS BOARD AND THE CITY OF PALO ALTO FOR EMBARCADERO CALTRAIN SHUTTLE THIS AMENDMENT modifies the Rail Shuttle Bus Service Administration Agreement (Agreement), which was effective August 18, 2014, by and between the Peninsula Corridor Joint Powers Board ("JPB") and the City of Palo Alto ("Lead Organization"). The JPB and the Lead Organization entered into the Agreement, whereby the Lead Organization participates in the JPB shuttle bus services program; and The Agreement was modified previously to extend the Agreement and adjust the contribution and payment terms; and The last modification was memorialized pursuant to Amendment Number 3, which was effective July 1, 2017; and The Agreement is set to expire on June 30, 2018; and The Parties now desire to amend the Agreement and extend the Agreement for another twelve-month period and set forth the payment terms applicable during said extension, in accordance with the terms and conditions of this Fourth Amendment. NOW THEREFORE, IT IS AGREED to amend the Agreement as follows: 1. Section 2 of the Agreement, Lead Organization, is amended by adding the following language as the fourth paragraph: During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, the Lead Organization shall provide the projected minimum Fifty -Six Point One percent (56.1 %) financial share or the percentage based on the total service cost minus the Maximum Contribution as set forth in Section 5 of the Agreement, Maximum Contribution; Payment, as amended. PENINSULA CORRIDOR JOINT POWERS BOARD 1250 San Carlos Ave. — P.O. Box 3006 San Carlos, CA 94070-1306 (650) 508-6269 2. Section 4 of the Agreement, Term, is amended by adding the following language as the fourth paragraph: Effective July 1, 2018, the term of the Agreement shall be extended for twelve (12) months commencing July 1, 2018 and ending June 30, 2019. 3. Section 5 of the Agreement, Maximum Contribution; Payment, is amended by adding the following language as the fourth paragraph: During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, the JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred Two Thousand Four Hundred dollars ($102,400) or Forty -Three Point Nine percent (43.9%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. 4. Section 6 of the Agreement, Lead Organization's Payment is amended by adding the following language as the fourth paragraph: During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, Lead Organization shall pay Fifty -Six Point One percent (56.1 %) of the total actual costs of operating the Shuttle Service. Lead Organization's share shall equal One Hundred Thirty -Thousand Six Hundred dollars ($130,600), subject to a final adjustment. 5. Section 14 of the Agreement, Notices is amended by revising the Lead Organization's Notice information: Mark Hur Parking Operations Lead City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303-0862 250 Hamilton Ave., 5th Floor 650-329-2453 Mark.Hur@cityofpaloalto.org JPB Embarcadero PA - Amend 4 FY19_042718 2 13568789.1 6. Section 14 of the Agreement, Liaison is amended by revising the Lead Organization's Liaison information: Lead Organization's Liaison: Lead Organization's 2nd Liaison: Mark Hur Parking Operations Lead (650) 329-2453 Mark.Hur@cityofpaloalto.org Madina Klicheva Administrative Associate (650) 329-2144 Madina.Klicheva@cityofpaloalto.org 7. Effective July 1, 2018, the following Exhibits have been deleted and replaced by revised Exhibit(s): NO EXHIBITS HAVE CHANGED Except for those changes expressly specified in this Fourth Amendment, all other provisions, requirements, conditions, and sections of the underlying Agreement, as previously amended, shall remain in full force and effect. THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. JPB Embarcadero PA - Amend 4 FY19_042718 3 13568789.1 IN WITNESS WHEREOF, the parties have executed this Fourth Amendment on the date first written above with the intent to be legally bound. PENINSULA CORRIDOR JOINT CITY OF PALO ALTO POWERS BOARD By: By: Name: Name: Title: Title: APPROVED AS TO FORM APPROVED AS TO FORM JPB Attorney City of Palo Alto Attorney JPB Embarcadero PA - Amend 4 FY19_042718 4 13568789.1 EMBARCADERO - REDLINE RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT - BAYLANDS/ EMBARCADERO -CALTRAIN (JPB Operated & Managed) This Rail Shuttle Bus Service Administration Agreement ("Agreement") is entered into this 18th day of August, 2014, by and between the Peninsula Corridor Joint Powers Board, a joint powers authority ("JPB") and City of Palo Alto ("Lead Organization"). RECITALS A. Lead Organization has applied to the JPB for authorization to participate in a shuttle bus service ("Shuttle Service") as part of the JPB's Shuttle Bus Program ("Program"), and the JPB has approved this application, subject to the execution of this Agreement. B. The purpose of this Agreement is to set forth the terms and conditions of Lead Organization's proposed operation of the Shuttle and participation in the Program. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Authorization. Subject to the terms and conditions set forth below, Lead Organization hereby is authorized to participate in the Program. The Baylands / Embarcadero Shuttle ("Shuttle") shall operate to and from the Palo Alto Caltrain Station, Palo Alto, California, and other employment areas along the route shown on the map attached to this Agreement as Exhibit A, and described in the schedule attached to this Agreement as Exhibit B. The route and schedule of the Shuttle may be modified upon mutual agreement by the JPB and Employer. Lead Organization understands and agrees that more than one participant may be served by the Shuttle. 2. Lead Organization. Lead Organization acknowledges that it has been selected and accepts the position of Lead Organization on behalf of all organizations served by the Shuttle. As Lead Organization, Lead Organization shall provide the projected minimum Twenty -Five point Zero percent (25.0%) financial share in additional to all mutually approved startup expenses incurred by JPB. During the 12 month extension of the Agreement, commencing July 1, 2015 and ending June 30, 2016, the Lead Organization shall provide the projected minimum Thirty Two point Five percent (32.5%) financial share. [Amendment 1— FY16] 7453507.1 EMBARCADERO - REDLINE During the twelve (12) month extension of the Agreement, commencing July 1, 2016 and ending June 30, 2017, the Lead Organization shall provide the projected minimum Fifty -Three Point Five percent (53.5%) financial share or the percentage based on the total service cost minus the Maximum Contribution as set forth in Section 5 of the Agreement, Maximum Contribution; Payment, as amended, whichever percentage is higher. [Amendment 2 — FY17J During the twelve (12) month extension of the Agreement, commencing July 1, 2017 and ending June 30, 2018, the Lead Organization shall provide the projected minimum Fifty -Six percent (56%) financial share or the percentage based on the total service cost minus the Maximum Contribution as set forth in Section 5 of the Agreement, Maximum Contribution; Payment, as amended. [Amendment 3 — FY18J During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, the Lead Organization shall provide the projected minimum Fifty -Six Point One percent (56.1 %) financial share or the percentage based on the total service cost minus the Maximum Contribution as set forth in Section 5 of the Agreement, Maximum Contribution; Payment, as amended. [Amendment No. 4 FY 19] Lead Organization may seek appropriate contributions from participating organizations for reimbursement of amounts expended by Lead Organization hereunder, it being understood that Lead Organization shall not seek or make a profit from serving as Lead Organization. The JPB has no responsibility to collect any such amounts from such other organizations participating in the Program to be serviced by the Shuttle. 3. Shuttle Service Vendor. JPB shall make available to Lead Organization the above described Shuttle Service operated by the JPB's Shuttle Provider ("Vendor") in full accordance with the terms and conditions of the contract between the JPB and the Vendor. The JPB will have daily management responsibilities for the Shuttle. JPB shall be responsible for supplying and/or completing any grant -related reporting information. Lead Organization shall assist JPB in obtaining appropriate reporting information. 4. Term. The term of this Agreement shall be for 12 months commencing July 1, 2014 and ending June 30, 2015. This Agreement may be terminated by either party without cause by giving thirty (30) days prior written notice to the other in the manner provided below. Effective August 31, 2015, the term of the Agreement shall be extended for 12 months commencing July 1, 2015 and ending June 30, 2016. [Amendment 1— FY16] Effective July 1, 2016, the term of the Agreement shall be extended for 12 months commencing July 1, 2016 and ending June 30, 2017. [Amendment 2 — FY17] Effective July 1, 2017, the term of the Agreement shall be extended for twelve (12) months commencing July 1, 2017 and ending June 30, 2018. [Amendment 3 — FY18] Effective July 1, 2018, the term of the Agreement shall be extended for twelve (12) months commencing July 1, 2018 and ending June 30, 2019. [Amendment No. 4 FY19] 2 7453507.1 EMBARCADERO - REDLINE JPB budget decisions are subject to the discretion of the JPB's Executive Director and the JPB's Board of Directors. This Agreement will terminate without penalty, liability or expense of any kind to JPB, if funds are not appropriated for the current fiscal year. If funds are appropriated for a portion of the current fiscal year, this Agreement will terminate without penalty, liability or expense of any kind to JPB, at the end of the term for which the funds are appropriated. If expected revenues, from pending or future grant applications, which are intended to fulfill any portion of the JPB contribution under this Agreement, are not approved and/or received by the JPB, this Agreement will terminate without penalty, liability or expense of any kind to JPB, at the end of the term for which the funds are appropriated. JPB has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. The term of this Agreement may be extended to cover additional funding periods of up to twelve months each, by mutual written agreement. In the event that the Agreement .term is extended, the Parties shall set forth any terms, including the JPB's maximum contribution, that will be applicable during the period(s) of extension. 5. Maximum Contribution; Payment. The JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred Sixty Six Thousand, Six Hundred and Twenty dollars ($166,620), which is Seventy -Five point Zero Percent (75.0%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. During the 12 month extension of the Agreement, commencing July 1, 2015 and ending June 30, 2016, the JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred Sixty Nine Thousand Nine Hundred Eighty dollars ($169,980) or Sixty -Seven point Five Percent (67.5%) of the estimated total operating costs for the Shuttle Service as determined by the JPB, whichever is less. [Amendment 1— FY16] During the 12 month extension of the Agreement, commencing July 1, 2016 and ending June 30, 2017, the JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred Seventeen Thousand Three Hundred Dollars ($117,300) or Forty - Six Point Five Percent (46.5%) of the estimated total operating costs for the Shuttle Service as determined by the JPB, whichever is less. [Amendment 2 — FY17] During the twelve (12) month extension of the Agreement, commencing July 1, 2017 and ending June 30, 2018, the JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred -Thousand Six Hundred Dollars ($100,600) or Forty - Four percent (44.0%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. [Amendment 3 — FY18] During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, the JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this 3 7453507.1 EMBARCADERO - REDLINE Agreement shall not exceed One Hundred Two -Thousand Four Hundred dollars ($102,400) or Forty -Three Point Nine percent (43.9%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. [Amendment No. 4 FY19] 6. Lead Organization's Payment. Lead Organization shall pay Twenty -Five point Zero Percent (25.0%) of the total actual costs of operating the Shuttle Service described in Section 1 of this Agreement during the term of this Agreement. Lead Organization may also be responsible for paying a reasonable administrative fee to the JPB, which fee will be determined by the JPB on an annual basis. Lead Organization's 25.0% share shall equal Fifty Five Thousand, Five Hundred and Sixty Dollars ($55,560), subject to a final adjustment as provided below. During the 12 month extension of the Agreement, commencing July 1, 2015 and ending June 30, 2016, Lead Organization shall pay Thirty -Two point Five percent (32.5%) of the total actual costs of operating the Shuttle Service. Lead Organization's share shall equal Eighty -One Thousand Six Hundred Seventy Dollars ($81, 670), subject to a final adjustment. [Amendment 1— FY16] During the 12 month extension of the Agreement, commencing July 1, 2016 and ending June 30, 2017, Lead Organization shall pay Fifty -Three Point Five percent (53.5%) of the total actual costs of operating the Shuttle Service. Lead Organization's share shall equal One Hundred Thirty Five Thousand One Hundred Dollars ($135,100), subject to a final adjustment. [Amendment 2 — FY17] During the twelve (12) month extension of the Agreement, commencing July 1, 2017 and ending June 30, 2018, Lead Organization shall pay Fifty -Six percent (56%) of the total actual costs of operating the Shuttle Service. Lead Organization's share shall equal One Hundred Twenty -Eight Thousand Two Hundred Dollars ($128,200), subject to a final adjustment. [Amendment 2 — FY17] During the twelve (12) month extension of the Agreement, commencing July 1, 2018 and ending June 30, 2019, Lead Organization shall pay Fifty -Six Point One percent (56.1%) of the total actual costs of operating the Shuttle Service. Lead Organization's share shall equal One Hundred Thirty -Thousand Six Hundred dollars ($130,600), subject to a final adjustment. [Amendment No. 4 FY19] Lead Organization shall pay based on monthly invoices from the JPB. Lead Organization shall pay each invoice within thirty (30) days from the date of the invoice. In the event 25.0% of the actual cost of operating the Shuttle during the term of this Agreement exceeds Lead Organization's total payments, excluding any Administration fee, upon adequate substantiation of such cost overrun, Lead Organization shall pay to JPB the difference within thirty (30) days of JPB's request for it. All payments required under this Agreement shall be made by check or money order and delivered to the following address: Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue San Carlos, CA 94070 Attention: Director of Finance 4 7453507.1 EMBARCADERO - REDLINE Lead Organization shall be solely responsible for collecting any amounts owed by other organizations participating in the Program to be serviced by the Shuttle, if any. 7. Audit Requirements. For the duration of this Agreement, and for a period of three years thereafter, Lead Organization shall make available, during normal business hours and upon reasonable notice, to the JPB and/or the Bay Area Air Quality Management District ("BAAQMD"), or an independent auditor selected by either or both of them, all records relating to Lead Organization's participation in the Program including, but not limited to, all records of receipts and expenditures, promptly upon request. The JPB and/or BAAQMD shall bear its own costs connected with such audit, including the cost of an independent auditor. Lead Organization shall only be responsible for its own costs for making available all records relating to Lead Organization's participation in the Program in the event such an audit is requested. 8. Reporting Requirements. For the duration of this Agreement, including any extension terms, and for a period of three years thereafter, Lead Organization shall assist JPB with any reporting requirements related to the performance of this Agreement. JPB shall bear its own costs connected with such reporting. Lead Organization shall only be responsible for its own costs for making available all records relating to the Lead Organization's participation in the Program in the event such a report is requested. Records may include, but are not limited to ridership reports, rider surveys, customer compliments/complaints, schedule variants and effective dates. 9. Marketing Program. Lead Organization shall conduct, at its sole cost, a marketing program regarding the Shuttle designed to assure the funding ridership benchmark targets are met. The Lead Organization Marketing Program, will be attached and made a part of this agreement as Exhibit C — MARKETING PROGRAM. Funding benchmark targets may change periodically during the term of this Agreement; the current targets are attached and made a part of this agreement as Exhibit D — FUNDING BENCHMARKS. These targets are subject to change during the term of this Agreement. The JPB will notify the Lead Organization of such changes and any additional requirements that may apply as a result, which Lead Organization shall then comply with. Within the first eight (8) calendar days of the reporting quarter, the Lead Organization shall provide the JPB, a quarterly marketing update based on the four fiscal quarters (October 1, January 1, April 1, July 1,) following the provision of Shuttle Service. The update shall include progress toward milestones and other promotional elements related to the Marketing Program. Within eight (8) calendar days of the end of the term of this Agreement, and/or any extension thereof, Lead Organization shall submit to the JPB an annual report on the same statistics. All reporting shall be submitted via MS Word or Excel spreadsheet or other format as approved by the JPB, to shuttles@samtrans.com. Any brochures, handbooks, articles, news releases, timetables, web content, or other publications regarding the Shuttle (collectively "Collateral") if provided by Lead Organization, shall occur at its sole expense with no additional reimbursement from the JPB. All such Collateral must be approved by the JPB in advance of publication. All Collateral shall identify the granting entities as funding sources in a manner approved by JPB, with copies to the JPB. 5 7453507.1 EMBARCADERO - REDLINE See Exhibit E. — GRANTING ENTITIES. During the term of this Agreement, funding sources may change. The JPB will notify the Lead Organization of such changes and any additional marketing requirements that may apply as a result. The updates will not require Lead Organization consent. Lead Organization shall comply with update for newly drafted marketing materials. 10. Passenger Comments. Lead Organization shall refer any passenger comments and/or complaints regarding quality of service or equipment, to the JPB/Caltrain toll free number (1.800.660.4287 or TTY 650.508.6448) or website (Caltrain.com), unless otherwise instructed. 11. Indemnification. Lead Organization shall indemnify, keep and save harmless the JPB, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority ("VTA"), the City and County of San Francisco, TransitAmerica Services Inc. ("TASI"), the BAAQMD, and their respective directors, officers, agents and employees (collectively, "Indemnitees") against any and all suits, claims or actions arising out of any injury to persons or property that may occur, or that may be alleged to have occurred, in the course of the operation of the Shuttle caused by an act or omission of Lead Organization or its employees, contractors, subcontractors, representatives or agents. JPB will notify Lead Organization promptly of any claim, the Lead Organization will have control of the defense of such claim and related settlement, and at the Lead Organization's request and Lead Organization's sole cost and expense, the Indemnitees will cooperate reasonably in the defense by providing information related to the Shuttle that is within their control. Except in the event of sole negligence on the part of Indemnitees, Lead Organization further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the Indemnitees in any such action, Lead Organization shall, at its expense, satisfy and discharge the same. This indemnity shall survive the termination of this Agreement and or any extension thereof. Lead Organization shall be included as an Indemnitee in the agreement between the JPB and Vendor. A copy of that indemnity provision is attached as Exhibit F — INDEMNITY INCLUSION & INSURANCE ADDITION. 12. Insurance. During the term of this agreement, JPB shall require Vendor to include Lead Organization as an additional insured upon the same terms and policy limits specified in the agreement between JPB and Vendor. A copy of that additional insured provision is attached as Exhibit F — INDEMNITY INCLUSION & INSURANCE ADDITION 13. Notices. Any notice, report, request, instruction or other document required by this Agreement will be in writing and delivered in person to a representative of the parties at the address below, or by mailing the same by registered or certified mail, postage prepaid, addressed as follows: If to the JPB: Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue San Carlos, CA 94070 ATTN: Bus Contracts 6 7453507.1 EMBARCADERO - REDLINE If to Lead Organization: City of Palo Alto P.O. Box 10250 Palo Alto, CA, 94303 ATTN: Ms. Ruchika Aggarwal Philip Kamhi - Transportation Programs Manager City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303-0862 250 Hamilton Ave., 5th Floor 650-329-2568 Philip.Kamhi@cityofpaloalto.org [Amendment 3 — FY18J Mar Hur Parking Operations Lead City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303-0862 250 Hamilton Ave., 5th Floor 650-329-2453 Mar.Hur@cityofpaloalto.org [Amendment No. 4 FY19J Any notice served personally shall be deemed received upon delivery; any notice mailed via registered or certified mail as provided above shall be deemed received two (2) days after it is postmarked by the U.S. Mail Service. Either party may change its address by sending notice of the change to the other party as provided herein. 14. Liaison. JPB and Lead Organization shall each designate one or more persons to act as contact or liaison with the other party with regard to the day to day activities of the Program. Lead Organization's liaison shall be responsible, among other things, for complying with all reporting requirements specified in this Agreement, as well as coordinating the marketing program required by Section 9 above. Each party's liaison is as follows: JPB Liaison: Lead Organization's Liaison: Michael Stevenson (650) 508-7979 stevensonm@samtrans.com Ruchika Aggarwal (650) 617-3136 Ruchika.aggarwal@cityofpaloalto.org 7 7453507.1 EMBARCADERO - REDLINE Reanna Tong (650) 329-2568 Reanna.Tong@CityofPaloAlto.org [Amendment 3 — FY18] Mark Hur (650) 329-2453 Mark.Hur@CityofPaloAlto.org [Amendment No. 4 FY19] When the primary Lead Organization 's Liaison is unavailable, a secondary contact shall be: [Amendment 1— FY16] Lead Organization's 2nd Liaison: Jessica Sullivan Transportation Planning Manager (650) 329-2453 Jessica.Sullivan@CityofPaloAlto.org [Amendment 1 — FY16] Philip Kamhi (650) 329-2520 Philip.Kamhi@CityofPaloAlto.org [Amendment 3 — FY18] Madina Klicheva Administrative Associate (650) 329-2144 Madina.Klicheva@CityofPaloAlto.org [Amendment No. 4 FY19] 15. Attorneys' Fees. In the event legal proceedings are instituted by either of the parties to enforce any term of this Agreement or to determine the rights of the parties hereunder, the prevailing party in said proceedings shall recover, in addition to all court costs, reasonable attorneys' fees. 16. Relationship. Pursuant to this Agreement, the JPB is merely a partial funding agency for transportation provided by the Lead Organization to their (and other participants, if any) tenants, employees, contractors, or designated agents under the Program. Nothing herein shall be deemed to create a partnership, joint venture, independent contractor or employment relationship between the JPB and Lead Organization. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to contracts made and performed entirely in California. 18. Successors. These Agreement obligations created under this Agreement shall be binding on, and the rights established herein shall inure to the benefit of, the successors and assigns of the parties hereto. 8 7453507.1 EMBARCADERO - REDLINE 19. Assignment. Lead Organization may not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of Agency. 20. Modification. This Agreement may be modified or amended only by a written document signed by both parties. 21. Dispute Resolution. The JPB and the Lead Organization agree to attempt in good faith to resolve all disputes informally. If agreed to by both parties, alternate methods of dispute resolution, such as mediation, may be utilized. Unless otherwise directed by the JPB, the Lead Organization shall continue performance under this Agreement while matters in dispute are being resolved. 22. Interpretation. Section headings are solely for convenience and are not intended to affect the interpretation of the Agreement. The Agreement will be interpreted reasonably, not in favor of or against either party. 23. No Third Party Rights. The parties do not intend this Agreement to create rights in any third parties and nothing in this Agreement should be construed to do so. 24. JPB Warranties. The JPB makes no warranties or representations, either express or implied, beyond such as are explicitly stated in this Agreement. 25. Nondiscrimination Assurance — Title VI of the Civil Rights Act. Effective July 1, 2015, the JPB shall include the following language in the Vendor contract: "The CONTRACTOR shall not discriminate on the basis of race, color, creed, national origin, sex, or age in the performance of this Agreement. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT -assisted contracts. Further, the CONTRACTOR agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally -Assisted Programs of the Department of Transportation — Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. The CONTRACTOR shall obtain the same assurances from its joint venture partners, and subcontractors." 26. Severability. If any provision of this Agreement or any portion thereof is held to be invalid or unenforceable for any reason, that provision will be reformed and/or construed consistently with applicable law as nearly as possible to reflect the original intentions of this Agreement, and in any event such provision will be severable and will not affect the validity or enforceability of any other provision. 27. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written understandings of the parties on the same subject. This Agreement may only be amended in a writing signed by both of the parties hereto. The parties intend this Agreement to be an integrated agreement. 9 7453507.1 EMBARCADERO - REDLINE IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above with the intent to be legally bound. PENINSULA CORRIDOR JOINT CITY OF PALO ALTO* POWERS BOARD By: By: Na e: ame: Tit - NOT SIGN By: Name: Title: APPROVED AS TO FORM JPB Attorney *If Lead Organization is a corporation, this Agreement must be executed by two corporate officers, consisting of: (1) the President, Vice -President, or Chair of the Board, and (2) the Secretary, Assistant Secretary, Chief Financial Officer, Assistant Chief Financial Officer, or by any person authorized by the corporation to bind the corporation to a contract of this nature. THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 10 7453507.1 EMBARCADERO - REDLINE EXHIBIT A MAP OF SHUTTLE ROUTE Waive Station stop s on sovlheatl comer of Abu end Lytton .� t 6yf ti '..4 sr Forest Ave Day Wi 1, 4p 1- c., S+ , / 4r Ftc Ave Fltmen AveWen k�s GJ, of a • �+ a°sr pY, M rDn Avc 6 <n % / aC 1 arP• a , 'qo . p_ 4...1 De Soto Dr hYLn 46 4 SP � J % a exenwood Ave �.I WiLer"'A Cr J Pl• m 072 i Harker Ave tosL„ Cehr Walnut Dr .' 8 V1aY pIr ,..f.' .9� ,..k. F PuWnso.Ave � /a L1wq = vAs kiCh* Gaden ,i. m�e` C, - % 'St �''�`yd'e sr •P yqy Sr a.b1 ; tt, % `�\�dc Swa scr (sirelns' yAs , 0 0.s+ Sr �4 �� klarrhie 9r 9+ N b ,p N" Emmet... . -�,� >° �►•;5 P.fi it / . o Si, �• P / • 1&a4.eaM ^ ,�/, -��. H'• It c t P Schools • Bus Stop • Other Destina6ais ® Time point (See schedule) Embarcadero Shuttle bleeped feed G•11 Came mOlml brbarcadero Shuttle r. ' Special Jordan Runt mcm Crosstown Stub Sampans & VTA Service every 3D minutes a belief Samba s & VTA: Service "41)". less Ihan every 30 minutes EFFECTIVE AUGUST 23, 2010 Routing is subject to change with Caltrain permission. 11 7453507.1 EMBARCADERO - REDLINE EXHIBIT B SCHEDULE OF SHUTTLE SERVICE MORNING COMMUTE SERVICE Pale Alb M ddebald/ N Caliendo/ N California/ Middlefield/ Pak, Alto Station High School Eshaca ero Embarodeto Harbor Place Enbarodeon beb.adem Kgfi School Striae 7AB 730 7:36 712 724 7:40 7:14 7-16 7:42 7:17 729 745 721 723 7:49 6:51 725 727 753 635 7:29 741 7:57 6:58 722 7:44 8:00 7:02 726 7:48 804 AM TRIP TO JORDAN MIDDLE SCHOOL 1yLk,n NC Momis/ Nfasfoit4/ Middlefield/ Palo Alto Station Sedges bean bobebdew Her orMace babaesdeo bH*Madamm At IISchool MAW 7-49 7:52 80'l 8:03 807 8:11 8:15 8:18 8:22 Pala Alb Middeield/ N Cordoreu/ N Cafdania/ Middlefield/ Pak Alto Station High School Eiobacadere Etnbaeodeo lbrborPlace Enbaodero 6obacadeee High School Motion 8:06 8:28 6:53 921 8:10 922 937 925 6:12 8:34 8:59 927 8:15 637 9A2 930 8:19 6:41 9:06 924 823 a45 9:10 928 827 849 9:14 9:42 6'.30 8:52 9:17 9:45 8:34 8:56 921 949 AFTERNOON COMMUTE SERVICE PM TRIP FROM JORDAN MIDDLE SCHOOL MA'AM Middlefield/ NCaslwrds/ NLbOfoneie/ Lytton $419911 $003009! lnebsrrsdsw 6omradero limber Pleat Emmileadero Jordan amigo Station _ _ _ _ _ _ 31/ 3:19 323 Pala Ali Middlefield/ N Cafifmo/ N Caifaak,/ Middlefield/ Palo Nb Snow IMF School Emhanadaee Emmeodeo Nobs- Place Embarodeo Ebbancade o f9 5 School Station 325 3:35 3:55 4:10 430 445 5-05 520 540 5:55 6:15 329 329 339 4:14 424 4:49 529 524 5:44 559 6:19 321 3:41 431 4:16 4:36 451 511 5:26 5:46 651 621 3:34 3:44 4:04 4:19 439 4:54 5:14 529 549 6:04 6:24 3:12 398 348 438 423 443 4:58 5:18 5:33 5:53 608 628 3:16 342 353 4:13 427 447 5102 522 527 5:57 6:12 922 320 346 359 4:19 4:33 453 538 528 5:43 603 618 628 324 3:50 4:05 4:25 4:39 4:55 514 5:34 5:49 609 624 6:44 338 3:54 439 429 443 5A3 5:18 528 5:53 6:13 6.28 6:48 Schedule is subject to change with Caltrain permission. 12 7453507.1 EMBARCADERO - REDLINE [Amendment No. 1 FY16] EXHIBIT B SCHEDULE OF SHUTTLE SERVICE (7/1/15) MORNING COMMUTE SERVICE No if& widdle4Ieldf NCallomief Palo Alto NCal/omla/ Mlddletield/ PaloAIW Station HiiJ School Ent amide* Unborcadmo To& Coati Unbar:adore Elutemadero Hips School Station 7:10 7:25 7:°4 /29 7-16 7.31 7-19 7:34 7-23 7:38 630 7;27 7'42 6:544 7:3 1:4/ 6:57 7:34 732 701 7:38 37 AM TRIP TO JORDAN MIDDLE SCHOOL won 1 GiL7ami4/ Palo Mu NCaliMaMit1/ Middlefield/ Palo Arlo Ststian gardens Jordan Lnrbarcadero Tech Center Enliba,L'atlero riatihaecattern High School Station 7,48 751 8:00 8.03 8:07 8•A t 8: tai 8:21 8:2 PAD Alto I1Iddlr8aldf NCaNaminf Palo Alta NCollomlaf Middlefield/ PaloAitn Station High Schod EnrEeecadem Estbarcadera Tech UMW Enbarcadem Embamadmo High Schad Station 8:08 8:33 8;58 9.25 9:33 8;12 6:37 9:02 9:29 9:37 8-14 8.39 9?4 931 939 8-17 2.42 9:07 9:34 9:42 8-21 846 9-11 938 9:46 8-25 8:50 915 9.42 9:50 8:30 8:55 9:20 9:46 9:54 8:35 9:00 9:25 9:49 9:57 8:40 9:05 9:30 9:13 u0:0➢ AFTERNOON COMMUTE SERVICE PM TRAP FROM JORDAN ANOMIE SCHOOL Pith AAhr MdAdialrf/ A' adffordiW Pak Alto N Ca8hmaia/ 1,NIArr Station Hipp School Em*an:adero Embar adara Terdr Canto Ennbareadar o Jordan Gardena Stamen — - - — - 340 3:12 3:23 Palo Hto IIIddIa6eW/ N CiWorrra/ Palo Alto el C1W W/ Mlddlefaeld/ Palo Alto Station Fitt School Em8areadaru Embarcadoro Tadr Ceram Embarcadam Embarcadero High School Station 3:23 3:43 4:02 4:21 4:39 4:56 526 5:31 6:05 6;116 6:35 3:27 3:48 4;07 426 4;44 5:01 5:30 5:35 5;09 6;20 6;39 3;29 3:52 4:11 4:30 4:45 5:05 5:34 5:37 611 6:22 5:41 3:32 31.7 4:16 4.35 4:53 5.10 5:37 5:40 8:14 6:25 6:44 3:12 336 4:92 421 4.40 4:58 5:15 5141 5:44 615 625 6:46 3:16 3:40 4:06 425 4.44 5;02 5:19 5:45 5:x15 822 6:33 8:52 3:20 3;44 4:10 4:29 4:48 508 5:23 5:50 5:53 6:27 6:38 6:57 3:24 3:43 4:14 4:33 4:52 5:10 5:27 5:54 5:57 6:31 6:42 7:01. 325 3:52 4:18 437 4.58 5:14 5:31 5--58 6:01 8=35 6:46 7:05 Schedule subject to change with Caltrain permission. 13 7453507.1 EMBARCADERO - REDLINE [Amendment No. 2 FY17] EXHIBIT B SCHEDULE OF SHUTTLE SERVICE (Effective 7/1/16) MORNING COMMUTE SERVICE Palo Alto Mfddleiield/ NCalifornia/ Palo Alto N California/ h6ddletleld/ Pak Alta Station High School E'mbarcadera Embcrtardero Tech Center Embarcadero Embarcadero High School Station 7:09 7:28 7:15 7:33 7:18 735 7:21 7:39 7:24 7:42 6`50 7:27 7:49 6:54 732 7:53 659 7:38 7:58 7:03 7.42 802 AM TRIP TO JORDAN MIDDLE SCHOOL Lyttuh N Ca8Yorntaj PPIO MO N Callfarnia/ Mtdd 88Pd/ Palo Atto Madam Gardens Jordan Eenharcadara Tech Center Embarcadem EmbarGadero High School Staton 7:43 7:51 8:01 8:04 8:07 8_ TO 8:75 8:21 8:25 Palo Alto Middlefield/ N California/ Palo Alto N CalpFonda/ Middlefield/ Palm. Alta Station High School Embarcadera Embareadero Tech Centex Emban:micro Embarcadero HlthSchool Station 8:15 8:38 9:00 9:28 938 8:20 8:44 9:05 9:34 9:43 8:23 8:47 9:08 9:37 9:45 8:26 8:50 9:11 9:40 9:49 8:79 8:53 914 9:43 9:52 8:3i 8:56 9:21 9:46 9:59 8:40 9;01 9:25 9:51 10:03 8:45 91.17 9:30 9-57 10:08 8:49 9:11 9:34 10:01 10:12 AFTERNOON COMMUTE SERVICE PM TRW FROM JORDAN MIDDLE SCHOOL Path Atli MiddkfieW N Cafitom a/ Palo Ako N California/ ;!ytton Starter Nigh School Drib madam Embardeate a Ycch Coster Embarr ader9 Jordan Gardens Statlwr — — — — — — 3:10 3:19 3.23 Palo Alio Middlefield/ N Call a:rolla/ Palo Mu N California/ Middie8eld/ Palo Alto Sta n Hlrh School Embmrcadero Errbarradem Tech Center Embmrcadero Embarradero High School Station 3:24 3:44 4:07 4:30 4:53 5,15 5.53 6:10 6:39 3:32 3:52 4:15 4:38 X5:01 523 6:01 6:18 6:47 3:35 3:55 4:18 4:41 5:04 5:25 6:04 6:21 6:50 3:36 3:55 4:22 4:44 5:05 5:29 5:08 6:24 6:54 3:45 4:04 4:28 4:50 5:14 5:35 6:14 6:30 7:00 3:48 4:08 4:31 4:54 5:17 5:39 5:17 6:34 7:03 3:52 4:11 435 4:57 5:21 5:42 6:22 6:37 7:07 4:00 4:19 4:43 5:05 5:29 5:50 6:29 6;45 7:15 4:05 4:24 4:48 5:10 5:34 5.55 5:34 6:50 7:20 Schedule subject to change with Caltrain permission. 14 7453507.1 EMBARCADERO - REDLINE [Amendment No. 3 FY18J EXHIBIT B SCHEDULE OF SHUTTLE SERVICE (Effective 7/1/17) MORNING COMMUTE SERVICE Palo Nth Middlefield/ N CaPeak/ Palo Alm N California( Middlefield/ Palo Alta Station Hip School Embarcadero Emblem:loro Tech Center Errtrarcadero Ermimrcadew High School Stotler Stop #1 7:00 7:28 7:46 et28 8:40 9:21 9:58 Stop #51 7:08 7:35 7:54 8:34 8:45 9:28 10:03 Stop #54 7:08 7:35 7:57 8:38 8:48 9:29 10:05 Stop #58 7:11 7:39 5:01 &:41 8.51 9:32 10:07 Stop 850 7:15 7:43 8:06 8:49 8:55 9:3 8 10:11 Stop 082 6:45 7:23 7:52 6:17 8;54 9:06 9:44 10:16 Stop #67 6:48 7:29 7:58 8:22 8;56 9:08 9:47 10:20 Stop #70 6:50 7:29 8.03 8:27 8':58 8:10 9:50 10:23 Stop *1 6:59 7.38 8:15 8:38 9:09 9:27 9:58 10:25 AFTERNOON COMMUTE SERVICE Station Palo Ake Nigh Schad Wilddlelleld/ Emparradrro N California/ Ernbarcadaro Palo Ma Tech Cantor N California/ Errtbarcadera Mlddlelleld/ Etnitrarnadero Palo Alto Nigh School Station Stop 01 Stop *51 Stop *54 Stop 058 Stop 880 Stop 082 Stop 087 Stop 470 Slop *1 3:15 311 3/5 3:28 3:34 3:39 3:41 344 3:53 3:39 3:45 3:49 3:52 3:57 4:03 4;06 4;09 4:18 3:53 3:59 4:03 4:07 4:12 4:20 4:23 4:25 434 4:25 4:32 4:35 4:39 4:44 4:53 4:56 4:59 5:08 4:40 4:47 4:50 4:54 4:59 5:08 5:11 5;14 523 5:2'5 5:33 5:37 5:40 5:47 5:52 5:555 5:58 8:08 5:48 5:56 5:58 6:02 6:08 6;15 6:18 6:21 6:30 6:14 fill 6:24 6:27 6:33 6:40 6:42 6:45 6.54 6:56 7:02 7:05 7:08 7:14 — — — — Schedule subject to change with Caltrain permission. 15 7453507.1 EMBARCADERO - REDLINE EXHIBIT C MARKETING PROGRAM The Embarcadero Shuttle is operated and maintained by Caltrain in partnership with the City of Palo Alto. Palo Alto is responsible for local marketing to help promote shuttle use and increase ridership. This marketing plan outlines the activities that Palo Alto will undertake. Online Tools • Palo Alto will maintain a website for the shuttle program where users may view and download current shuttle schedules: www.cityofpaloalto.org/shuttle; • Palo Alto will maintain shuttle route information on Google Maps to assist riders in their trip planning activities. Social Media Outreach • Palo Alto will periodically promote shuttle information on its social media outlets including, but not limited to, Facebook and Twitter; • Palo Alto will periodically send out email reminders to registered neighborhood groups to remind the public of the availability of the Palo Alto shuttle program. Email notices will also be coordinated with the Chamber of Commerce to help promote the shuttle as a commuter resource; • Installing a map/schedule holder at the Alma/Lytton station stop (begin of line) • Palo Alto will provide periodic Press Releases and Newspaper Ads to help promote the shuttle program. Shuttle Stops Facilities • Palo Alto will maintain existing shuttle stop signage and install benches where supported by adjacent property owners; • By 2014 Palo Alto will introduce trial shuttle scheduler information at the Lytton/Alma shuttle stop to promote shuttle route information and ridership etiquette rules. Shuttle Schedule Flyers • Palo Alto will be responsible for the printing and distribution of shuttle flyers to interested community residents. Palo Alto will be delivering hard copies of existing shuttle route schedule at the following locations quarterly: • Palo Alto Medical Foundation; • Palo Alto Schools -Jordan Middle, Palo Alto High and Castilleja Schools' • Palo Alto Libraries and Community Centers' • Employees/tenants at Palo Alto Technology Center (Baylands Business Park)' • Senior Centers upon request. 16 7453507.1 EMBARCADERO - REDLINE [Amendment No. I FY16] EXHIBIT C MARKETING PROGRAM City of Palo Alto Embarcadero Shuttle Marketing Plan Fiscal Year 2015-2016 The Embarcadero Shuttle is administered by Caltrain as part of the Caltrain Shuttle Grant Subsidy program in partnership with the City of Palo Alto. Palo Alto is responsible for local marketing to help promote shuttle us and increase ridership. This marketing plan outlines the activities that Palo Alto will undertake. Online Tools • Palo Alto will maintain a website for the shuttle program where users may view and download current shuttle schedules: www.cityofpaloalto.orq/shuttle • Palo Alto will maintain shuttle route information on Google Maps, Bing Maps and Apple Maps to assist riders in their trip planning activities. Social Media Outreach • Palo Alto will periodically promote shuttle information on its social media outlets including, but not limited to, Facebook and Twitter • Palo Alto will periodically send out email reminders to registered neighborhood groups to remind the public of the availability of the Palo Alto shuttle program. Email noticed will also be coordinated with the Chamber of Commerce to help promote the shuttle as a commuter resource. • Palo Alto will provide periodic Press Releases and Newspaper Ads to help promote the shuttle program. Shuttle Stops Facilities • Palo Alto will maintain existing shuttle stop signage and install benches where supported by adjacent property owners. Shuttle Schedule Flyers • Palo Alto will be responsible for the printing and distribution of shuttle flyers to interested community residents. Palo Alto will delivering hard copies of existing shuttle route schedule at the following locations quarterly: • Palo Alto Medical Foundation; • Palo Alto Schools -Jordan Middle, Palo Alto High and Castilleja Schools; • Palo Alto Libraries and Community Center; • Employees/tenants at Palo Alto Technology Center (Baylands Business Park); and • Senior Centers upon request . 17 7453507.1 EMBARCADERO - REDLINE EXHIBIT D FUNDING BENCHMARKS As of July 1, 2014 Following are the funding benchmarks the JPB is encouraged to meet, for the Shuttle Service to be considered for competitive funding in future grant cycles: 1. Less than $90,000 per ton of emissions reduced (based on BAAQMD evaluation criteria) and less than $125,000 per ton of emissions reduced after January 1, 2015 (based on BAAQMD evaluation criteria); 2. Cost per Passenger: Less than or equal to $4.00 per passenger; 3. Riders per Service Hour: Greater than or equal to 10 riders per service hour; THE BALANCE OF THIS PAGE IS INTENIONALLY LEFT BLANK. 18 7453507.1 EMBARCADERO - REDLINE [Amendment No. 1 FY16J EXHIBIT D FUNDING BENCHMARKS As of July 1, 2015 Following are the funding benchmarks the JPB is encouraged to meet, for the Shuttle Service to be considered for competitive funding in future grant cycles: 1. Less than $175,000 per ton of emissions reduced (based on BAAQMD evaluation criteria); 2. Cost per Passenger: Less than or equal to $4.00 per passenger; 3. Riders per Service Hour: Greater than or equal to 10 riders per service hour; THE BALANCE OF THIS PAGE IS INTENIONALLYLEFT BLANK. 19 7453507.1 EMBARCADERO - REDLINE [Amendment No. 2 FY171 EXHIBIT D FUNDING BENCHMARKS As of July 1, 2015 Following are funding benchmarks that will be evaluated for the Shuttle Service to remain eligible for continued grant funding. Benchmarks that are not met may result, in the JPB's sole discretion, in the elimination of funding. Due to the competitive grant process, a Shuttle Service meeting the following benchmarks is not guaranteed to receive continued funding: 1. BAAQMD Cost Effectiveness ("CE"): As determined by BAAQMD evaluation criteria, the Shuttle Service shall remain competitive by receiving a CE score no greater than $175,000 per ton of emissions reduced, based on a minimum application funding request of $25,000. Should the BAAQMD revise the maximum CE value during the term of this agreement, the service shall not exceed the revised CE value; 2. Cost per Passenger.• The Shuttle Service shall generate a Cost Per Passenger productivity efficiency that is less than or equal to $4.00 per passenger, as determined by the JPB; 3. Riders per Service Hour: The Shuttle Service shall generate a Riders per Service Hour productivity efficiency that is equal to or greater than 10 riders per service hour, as determine by the JPB; 4. Ridership Improvement: The Shuttle Service shall generate a minimum 2% Year -To -Year ridership improvement over the prior funding period. THE BALANCE OF THIS PAGE IS INTENIONALLY LEFT BLANK. 20 7453507.1 EMBARCADERO - REDLINE [Anzendnzent No. 3 FY18J EXHIBIT D FUNDING BENCHMARKS As of July 1, 2017 Following are funding benchmarks that will be evaluated for the Shuttle Service to remain eligible for continued grant funding. Benchmarks that are not met may result, in the JPB's sole discretion, in the elimination of funding. Due to the competitive grant process, a Shuttle Service meeting the following benchmarks is not guaranteed to receive continued funding: 1. BAAQMD Cost Effectiveness ("CE"): As determined by BAAQMD evaluation criteria, the Shuttle Service shall remain competitive by receiving a CE score no greater than $200,000 per ton of emissions reduced, based on a minimum application funding request of $25,000. Should the BAAQMD revise the maximum CE value during the term of this agreement, the service shall not exceed the revised CE value; 2. Cost per Passenger: The Shuttle Service shall generate a Cost Per Passenger productivity efficiency that is less than or equal to $4.00 per passenger, as determined by the JPB; 3. Riders per Service Hour: The Shuttle Service shall generate a Riders per Service Hour productivity efficiency that is equal to or greater than 10 riders per service hour, as determine by the JPB; 4. Ridership Improvement: The Shuttle Service shall generate a minimum two percent (2%) Year -To -Year ridership improvement over the prior funding period. THE BALANCE OF THIS PAGE IS INTENIONALLY LEFT BLANK. 21 7453507.1 EMBARCADERO - REDLINE EXHIBIT E GRANTING ENTITIES As of July 1, 2014 Following are all granting entities requiring acknowledgement on all marketing Collateral: 1. BAAQMD; 2. Caltrain or Peninsula Corridor Joint Powers Board. Citing the funding entities in text or official logo form will be deemed acceptable once prior layout approval has been obtained from the JPB Liaison. THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. 22 7453507.1 EMBARCADERO - REDLINE [Amendment No. 3 FY18J EXHIBIT E GRANTING ENTITIES As of July 1, 2017 Following are all granting entities requiring acknowledgement on all marketing Collateral: 1. Caltrain or Peninsula Corridor Joint Powers Board. Citing the funding entities in text or official logo form will be deemed acceptable once prior layout approval has been obtained from the JPB Liaison. THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. 23 7453507.1 EMBARCADERO - REDLINE EXHIBIT F INDEMNITY INCLUSION & INSURANCE ADDITION THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. 24 7453507.1 EMBARCADERO - REDLINE Mari o r iiattors 3212 Addrnie Titsles. Chair nixn recur„ larou ran ! Nta Who, Jenj Der' Ash { rlemer i L3cyd TamNetan l+rf ANI 4.5ftnbn [via0re 11rre ar Amendment No. To Contract No. 05•PC.1txa-Sa45 Provision of Contracted Shuttle Bus Service Contractor: Parking Company of ArriertceManagerniont, LLC THIS AMENDMENT modifies the Agreement for providing Contracted l Shuttle We Service (Agreement), whioh was made and entered Into effective October 1, 2905 by and tretuweet llhe (Peninsula Corridor Joint Powers Board (41PB) and Parking Company taf America lvianagement LLG, (PCAM). WHEREAS, JP13, card Resolwltion ,2005-10 aFd d ` PCAM a; Contract for an estimated amount of $9,133,956 for a three-year base teen„ with two onewy r aptikn terms; and WHERFAS; prior to the ex orell ,n 01 trio Agioament, JPB ticaql lieb-olution 2010-36 authorized the Executive Director or his designee to extend the tem.& the reeen_ to allow for two additional one-year terms at an estimated cost of $3,218,717 per , rn year, exercisable et the JPB's sole discretion; and WHEREAS, the JPB ,exeroised the first and second additional one-year o ti ri terms (Fifth and Sixth Arnendmen4 and WHEREAS, the JPB now wishes to revise the Indemnification and insurance RMOTn[muiji4 14 updkau fhe Lag J!PI3 Irodurrhrnfix turd raid a rx ttJiliaaitetl irmansd3 colt ur Iputalil: entities for which PCAM provides contracted shuttle bus Sarviees, NOW TOrlIEREFORE, IT IS AGREED to amend the Agreement as follows: 1. Exhlbi& A, Section V., Z., Insurance Requirements Is amended to update the Insurance reouirements by deleting paragraphs 2.a., 2_,b, and 2_d, in thalr entirety and replacing tern with the folowing: 2, Endorzrrnenta a, Additional Inured The r+eforenced pu[lbies .and any IGrr_ess or Umbrella •policies shall include as Additional Insureds the Peninsula Corridor Joint Powers Beard, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority, the City (PENINSULA CORRIDORJO1NT POWERS BOARD 1250 Soh. Carlos Ave, —P.O. Box MOB San Calm CA94070=-1.306 650.5133.82013 25 40.105133. 7453507.1 EMBARCADERO - REDLINE and County of Sari Francisco, TransitArnefica Services" Ine, the Union P€acifie Raitroad Company, and paaFticipating employers and cities in contract with the JPB, and their respecliVe direeitirS., officers, employees, volunteers and agents ovhlle acting in such capac r, and their successors or Ott i S, as they now, or le they may later be constituted, singly, jointly or severally. e_ Waiver of Subrogaticri The referee ad policies :and any -Excess or Umbrella policies shall contain e waiver of euenereetioe in fever of lhii P xriirhstila Cnrrhelor .r alai i tuu Board; the San Mateo county Transit District, the Santa Clara motley Transportation • euthordly, lee City and County of San Francisco, Trans+itAmeriea Services, Mc., iie Union Pacific Railroad Company, and parlidpa-ing employers and clues In ennead with the JPB, and their respeclive directors, officers, employees„ eDIurbteers and agents while acting in such capacity, and their autesso;rs 24r assignees, as they MON, or as they may hereafei to constituted, singly, Jointly or severally. velitar'tmblil r of th.4irrott or Ors LiL IIty The referenced policies erd any Excess or Umbrella policies shell contain either 3 Cross Liability endorsement or Severabllity of Interests Clams and stipulate ;tit incluSiGT1 of Ilhe Perfireela Corridor Joint Powers Board, the San Mateo 'Zourtty Transit Distruet, the Se.ntra Clara Vallee Transportation Authority, the ay and County .of San Francsoo,TransitAmerica Services, Ina, the Anion Paco Railroad Company, and padlieipattng ernpJay c rs and cities In contract w ii the JPB as Additional Insureds shall not in any way effect the JP -'?'s rights either as -espects any dalrn, dernan 1, suer or judgrnent rracie, protege or recovered against the Gontra ar„ Said policy shall protect Contractor and the JFB in the Bairna manlier as though a separate flee y had beer isued to each, but nothing re said policy still operate to Increase the lesuranoo comparetes liability as sat `nrth in its policy beyond tte amount or amounts shower or to v hicti the Insurance eorneany woied :have bleu) liable if only tree: Interest had been named as aii psured, 2.. Exh`bit A, Section V_, AA,. Responsibility Indemnification .is arnended to update the inderr iffitat1on claw by deleting paragraph number 1 6n is entirely and replacing ii with the follr�vir�; 1. Centractor shell indernrity, deleted arid hold hierrineis.s the JPB and its marnbar agencies, the San Mateo County Transit District, the Santa Clara Valley Transit eutherity, the City arid. County of San Francisco, TranellAmerice Services, Inc. e'1 ABI"j, the tray Aesa Air Uu alrty Management LJistuict: participating employers and nitlrxs In enntract with to? _fPR, mrtel their re p cfivra hnarrl rnarnbc rs. ()Ulcers, agents. employees, representatives, and attorn?ys, and each one cif than :hereinafter, - collectively Indemniteesn) kern any liability in any am -cure far damages or injuries or dams for same resulting or aIIa ad to have resulted from personal injury {including, but not limited to death rnotimnal Or mental distress arid loss of consortium) a.ndfor for property damage, Which may arise or is alleged to have ariseri in any way from ntra 's operation of the services described hereunder, or In any way related to`the provision of the Shuttle Service ne contemplated by the Contract, including but limited to the maintenances or esisame 26 2 7453507.1 EMBARCADERO - REDLINE Repair of vehicles, Contractor's obligetionf and duties as established iri t6 provision will be it lam and apps to canirwccort ristc, 'minions is ihaiikirnar te ad of any hind whether negligent, the recut dt Contractor's willful or intentional !misconduct, or otherwise, and shall further apply and, be in fang aven If It us contended that the ads, omissions or faiilur'es. to act of parties (including Inrlemnit5aes) other than Contradcr caused or contributed to the toss, irijtaries or derneger: clairried. 3. Exoeyt for those changes amressly spedfred in this EIgh h Amendment and as previously amended by Amendments 1 through 7, all other proVisio s, requirements, conditIions and Boons of the underlying Agreement shall remain in fuel force and effect. Peninsula Corridor Joint Power Board Pailcing Com ny of America Management, LLC; (See below). 4' By: — ay. nue. Cow' V� Da19 ` '-9 mie° orde4 'lute: J 'This koorriment onus exactAltd ity hy2 CEMPCrift Oiriralt COlightilg oaf (i) the Pry Mon Pmeident or cair [Atha Board. -(91 the. Bury. AMATO Smisteuy, Chief Farmolni Officer. Asalsbsal CFi7, Treasurer, srAsdaiCa t Treasurer, 27 4845M.1 3 7453507.1 EMBARCADERO - REDLINE [Amendment No. 1 FY16] EXHIBIT F INDEMNITY INCLUSION THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. 28 7453507.1 EMBARCADERO - REDLINE CONTRACTED SHUTTLE SERVICES 10. USE OF SUBCONTRACTORS The CONTRACTOR shall not subcontract any services to be performed by it under this Agreement without the prior written approval of the JPB, except for servir,,e firms engaged in drawing, reprographics, typing, and printing. Any subcontractors must be engaged under written contract witri the CONTRACTOR with provisions allowing the CONTRACTOR to coney with all requirements of this Agreement, including without limitation the 'Ownership of Work' provisions in Section 8. The CONTRACTOR shall be solely responsibee for reimbursing any subcontractors and the JPB shall have no obligation to them. JPB AGREEMENT FOR SERVICES PAGE e OF 15 11, CHANGES The JPB may at any time, by written order, make changes within the scope of work and cervices described in this Agreement. ft such changes cause an increase or decrease in the budgeted cost of or the time required for performance of the agreed upon work, an equitable adjustment as mutually agreed shall be made in the limit on compensation as set forth in Section 5 or in the time of required performance as set forth in Section 3, or both. In the event that CONTRACTOR encounters any unanticipated conditions or contingencies that may affect the scope of work or services and result in an adjustment in the amount of compensation specified herein, or identifies any JPB conduct (including actions, inaction, and written or oral communications other than a formal contract modification) that the CONTRACTOR regards as a change to the contract terms and conditions, CONTRACTOR shall so advise the JPB immediately upon notice of such condition or contingency. The written notice shall explain the circumstances giving rise lc the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation. This notice shall be given to the JPB prior to the tame that CONTRACT OR performs work or services related to the proposed adjustment In compensation. The pertinent changes shall be expressed in a written supplement to this Agreement issued by the Contracts and Procurement Department prior to implementation of such changes. Failure to provide written notice and receive JPB approval for extra work prior to performing extra work may, at the JPB's sate discretion, result in nonpayment of the invoices reflecting such work. Notwithstanding the foregoing, the JPB may delete or modify routes should ridership or funding Increase or decrease, The JPB may change schedules, street routing, and passenger pickup/drop off points at any time during the terra of the Agreement. In the event the total number of vehicles required for operating the service increases or decreases by 40% from the initial base quantities set forth In Exhibit A. the JPB and the CONTRACTOR will renegotiate the Vehicle Revenue Dour rates as appropriate. 12. RESPONSIBILITY: INDEMNIFICATION The CONTRACTOR shall indemnify, keep and save harmless the JPB, the Bay Area Air Quality Management District, City/County Association of Governments, the San Mateo County Transportation Authority, and their respective directors, officers, agents and employees and entities participating in the JP'B's shuttle program ("Lead Organizations") against any and all suits, claims or actions arising out of any of the following: CONFORMED A. Any injury to persons or property that may occur, or that m.ay be alleged to have occurred, arising from the performance of this Agreement by the CONTRACTOR caused by a negligent act or omission or willful misconduct of the CONTRACTOR or its employees, subcontractors or agents; or B. Any allegation that materials or services provided by the CONTRACTOR under this Agreement infringe ar violate any copyright, trademark, patent, trade secret, or any other lntellectua9-property or proprietary right of any third party. 29 rwererna1 7453507.1 r EMBARCADERO - REDLINE CONTRACTED SHUTTLE SeRVICES 14-PCJPaS-054 JPB AGREEMENT FOR SERVICES PAGE 7 OF ie C. Any claims that may be asserted under Section 13(c) and 15(n)(I) of the Federal Transit Administration Act of 1964, as amended, or any comparable provisions of federal or state law (or under any regulations promulgated thereunder), as said laws or regulations now exist or hereafter may be amended. The CONTRACTOR further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses of defenses as they are incurred. If any judgment is rendered against the JPB or any of the other entities or individuals enumerated above in any such action, the CONTRACTOR shall, et its expense, satisfy and discharge the same. This indemnification shall survive termination or expiration of the Agreement. 13. INSURANCE Refer to Attachment A, appended hereto and Incorporated herein, for the Insurance Requirements_ 14. CALIFORNIA LABOR CODE SECTION 1070 ET SEQ. Upon the commencement and throughout the full term of this Agreement, CONTRACTOR and its sebcontractor(s), if applicable, she maintain a list of ail employees providing the Services required under the Agreement, which includes the information required by Labor Code Section 1070 et seq. and which indicates which employees were empaoyed by the prior contractor and its subcontractor(s), if any. The CONTRACTOR and its subcontractors) must also maintain a list of all employees of the prior contractor and its subcontractors) that were not retained by the CONTRACTOR or its subcontractor(s), and such list must indicate the reasons wry such employees were not retained. Upon request from the JPB, the CONTRACTOR and Its subcontractor(s) must provide such lists to the JPB within 10 days of such request, The JPB has the ability to request such lists throughout the term of the Agreement. The CONTRACTOR shall be responsible for defending, and shall hold the JPB (as well as all JPB tndemnitees) harmless from, any claims or controversies alleging any violation or breach of Labor Code Section 1070 et seq., whether made by the CONTRACTOR's own employees, the employees of its subcontractor(s), or employees of the prior contractor or its subcontractor(s), arising from or related to the terms and conditions of employment of employees hired to work for the CONTRACTOR as of the effective date of this Agreement. Notwithstanding any other provision of this Agreement, no cost of liability for which CONTRACTOR is responsible under this paragraph shall be deemed an allowable coast payable to the CONTRACTOR or claim or liability for which the CONTRACTOR is entdled to Indemnification or reimbursement from the JPB. The CONTRACTOR shah be exclusively responsible for satisfaction of all obligations that may be owed to its employees of the prior contractor, pursuant lo Labor Code Section 1070 et seq., both during and subsequent to the term of ttie Agreement. At least twetve months before the end of the Agreement, the CONTRACTOR and its subcontractor(s) will provide the JPB a list of employees working at Shuttle Services location(s). This last of employees shall indicate the length of service of each employee, their job title and description, and their current salary, This information may be distributed to future proposers for a new contract that will commence whenever the current Agreement term ends. The CONTRACTOR and its subcontractors) must provide updates on a monthly basis of the employee lists after the original employee list has been submitted. The CONTRACTOR's and its subcontractors' obligation to provide monthly updates of the employee lists will last until the end of the Agreement term. if a new contract is awarded to a different contractor at the end of the CONTRACTOR's Agreement, the CONTRACTOR must provide to the new contractor the name, address, date of hire, wages, benefit level, and job classification of each employee employed at the CONTRACTOR's locations covered by the CONTRACTOR's Agreement within three working days after the CONTRACTOR has CoNFOF Mean 30 1 DS1 1M7.1 7453507.1 CITY OF PALO ALTO City of Palo Alto (ID # 9212) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Amendment No. 3 to Matadero Creek Storm Water Pump Station Project Title: Approval of Contract Amendment Number Three to Contract Number C15158029 With Schaaf & Wheeler Consulting Civil Engineers to Increase the Construction Support Budget in the Amount of $21,000 for Additional Work and to Extend the Contract Term for the Matadero Creek Storm Water Pump Station Capital Improvement Program Project SD -13003. From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute Amendment No. Three to Contract No. C15158029 with Schaaf & Wheeler Consulting Civil Engineers to increase the contract by $21,000 for a total not to exceed amount of $720,850 for construction support and to extend the contract term through December 31, 2018, related to the Matadero Creek Storm Water Pump Station Project (SD -13003). Background The project's construction contract was awarded to Anderson Pacific Engineering Construction, Inc. on December 5, 2016. It was scheduled to be completed by October 15, 2017; however, the pump supplier could not deliver the pumps in time to complete the project before the winter rainy season began. In an effort to find a solution that would not jeopardize the pump station or cause a significant delay, staff consulted with the project engineer, Schaaf & Wheeler Consulting Civil Engineers. The consultant was asked to look at the project construction sequencing and determine if there were any tasks that could be re - City of Palo Alto Page 1 organized in an effort to work around the rainy season. After completing their analysis, it was determined that the work sequence had to continue as originally planned. Schaaf & Wheeler was also asked to review the design for the pumps and determine if the City could make any design changes to the pumps so that they could be delivered in October instead of December. Schaaf & Wheeler identified only one design change, which accelerated the delivery by a couple of weeks and resulted in a cost saving of approximately $21,000 to the City. Once these ideas were discussed and impacts understood, the project team agreed to hold off on initiating the pump replacement work until April 16, 2018; however, the tasks associated with analyzing the sequencing and changes to the pump design were not part of the original project scope of work for the consultant, Schaaf & Wheeler. However, staff was hopeful to manage these extra costs with the approved construction support budget. As construction continued, additional unforeseeable work was encountered that required Schaaf & Wheeler's technical review. For example, staff discovered an abnormality at the bottom of the wet well that results in an uneven surface and allows the trash rack to shift back and forth when pump station is in operation. The consultant will assist with a design to secure the trash rack in place and prevent unnecessary movement. This unforeseen additional review work exhausted the remaining construction support budget. Amending the consultant's contract will address the additional expenses that were beyond the consultant's scope of work. Discussion Staff concurs that the tasks outlined in the contract amendment number three are comprised of: 1) extra costs incurred by the consultant for the technical review of tasks outside the original contract. These tasks were necessary to maintain a functioning storm water pump station during the rainy season while the site was concurrently under construction; 2) Additional costs associated with unforeseen additional request for information (RFI) and additional construction drawings submittals for review. Timeline The construction completion of the Matadero Pump Station Project is scheduled to be completed by August 31, 2018. Through contract amendment number City of Palo Alto Page 2 three, the term of the contract with consultant Schaaf & Wheeler is extended through December 31, 2018 to allow for project closeout. Resource Impact Funding for this project is available in the Storm Drainage Fund Capital Improvement Program Matadero Creek Storm Water Pump Station project (CIP SD -13003). The total contract cost will increase from $699,850 to $720,850. Environmental Review The project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines and no further environmental review is necessary. Attachments: • Attachment A: Schaaf Wheeler Consulting C15158029 - Amendment No. 3 City of Palo Alto Page 3 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 AMENDMENT NO. 3 TO CONTRACT NO. C15158029 BETWEEN THE CITY OF PALO ALTO AND SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS This Amendment No. 3 (this "Amendment") to contract no. C15158029 is entered into as of April 29, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Schaaf & Wheeler, Consulting Civil Engineers, a California Corporation, located at 1171 Homestead Road, Suite 255, Santa Clara, CA 95050 ("CONSULTANT"). CITY and CONSULTANT are also referred to herein collectively as the "Parties." RECITALS A. The Contract (as defined below) was entered into between the Parties on April 10, 2015, for professional engineering design services, bid support and construction administration in connection with the Matadero Creek Storm Water Pump Station Improvement Project. B. The Contract was amended by Amendment No. 1 to extend the term of the Contract through October 31, 2017, to expand the scope to include development of PLC programs and configuration of iFIX SCADA servers for communications from the new PLC's to the SCADA servers , and to increase the compensation by Ninety Nine Thousand Eight Hundred Fifty Dollars($99,850). The contract was also amended by Amendment No. 2 to extend the term through April 30, 2018 without an increase in compensation. C. The parties wish to amend the Contract by increasing the compensation from Six hundred ninety nine thousand eight hundred fifty dollars ($699,850) to a not to exceed amount of seven hundred and twenty thousand eight hundred and fifty dollars ($720,850), by expanding the scope of services to include the extra cost incurred by the consultants for additional work for construction support as specified in Exhibit "A-2", Exhibit "A-1" and Exhibit "A", and by extending the term as specified in Exhibit "B-2". NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term "Contract" shall mean contract no. C15158029 between CONSULTANT and CITY, as amended by: Amendment No. 1, dated February 6, 2017 and Amendment No. 2, dated October 30, 2017. b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. 1 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 SECTION 2. Section 1, "SCOPE OF SERVICES", of the Contract is hereby amended to read as follows: "CONSULTANT shall perform the Services described in the attached Exhibit "A-2" as an addition to the Scope of services described in Exhibit "A-1" of Amendment No.1 and "Exhibit A" of the original Contract in accordance with the terms and conditions contained in this agreement. The performance of all Services shall be to the reasonable satisfaction of the CITY." SECTION 3. Section 2, "TERM", of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached at Exhibit "B" of the original contract, Exhibit "B-1" of amendment No.1 , and Exhibit "B-2" of amendment No. 3 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 4. Section 3, "SCHEDULE OF PERFORMANCE", of the Contract is hereby amended to read as follows: "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" of the original contract, Exhibit "B-1" of amendment No.1, and Exhibit "B-2" of Amendment No. 3 attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 5. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is hereby amended to increase the not to exceed amount by twenty one thousand dollars ($21,000) to read as follows: "The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", Exhibit"A-1" and Exhibit "A-2", including both payment for professional services and reimbursable expenses, shall not exceed Six -Hundred Sixty Eight Thousand Forty Dollars ($668,040) (The original contract of $547,190 plus the increase of increased amount of $99,850 from amendment 1, plus the increase amount of $21,000 of amendment No.3). In the event Additional Services are authorized, the total compensation for Services, Additional Services($52,810) and reimbursable expenses shall not exceed Seven Hundred Twenty Thousand Eight Hundred Fifty Dollars ($720,850.00). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C" of the original contract, Exhibit "C-2" of amendment No.1, and Exhibit "C" of 2 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 amendment No.3. 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" of the original contract, Exhibit "A-1" of amendment No.1, or Exhibit "A-2" of Amendment No.3." SECTION 6. The following exhibit(s) to the Contract are hereby added or amended, as indicated below in this Section, to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated into this Amendment and into the Contract in full by this reference: a. Exhibit "A-2" entitled "SCOPE OF SERVICES" - ADDED b. Exhibit "B-2" entitled "SCHEDULE OF PERFORMANCE" — ADDED c. Exhibit "C" entitled "COMPENSATION" —AMENDED (REPLACES PREVIOUS) SECTION 7. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. SECTION 8. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) 3 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Agreement effective as of the date first above written above. CITY OF PALO ALTO SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS r—DocuSigned by: By: City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) 16B8F06295594FF_. Name:Charels Anderson Title: President Attachments EXHIBIT "A-2" entitled "SCOPE OF SERVICES" EXHIBIT "B-2" entitled "SCHEDULE OF PERFORMANCE" EXHIBIT "C" entitled "COMPENSATION" 4 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 EXHIBIT "A-2" SCOPE OF SERVICES The SCOPE OF SERVICES, Exhibit "A", of the Contract, Task 6, "Bid Construction Support Services", is hereby amended by modifying subtask #4, subtask #5 and by adding subtask #9 and subtask #10, as provided below. Task 6: Bid and Construction Support Services CITY will conduct the public bidding and provide daily inspection and management services during construction. CONSULTANT shall: 1) Attend pre -bid and preconstruction conferences 2) Issue letters of clarification and addenda as required 3) Review bids with CITY 4) Review Contractor submittals and maintain a submittal transmittal and dispensation log throughout construction (95 submittals with 20 resubmittals assumed) 5) Respond to Contractor Requests for Information (RFIs) and maintain an RFI transmittal and dispensation log throughout construction (80 RFIs assumed) 6) Observe the progress of construction at milestone activities (up to three days for electrical site inspection, two structural site inspections before concrete is poured, one day of geotechnical site inspection, and five days of general site inspection are assumed) 7) Prepare punch list and project closeout documents 8) Prepare Record Drawings based on CITY and Contractor records 9) Review the compatibility of the new motor control center with the existing pumps to maintain a functioning storm water pump station during the rainy season while the site is under construction. 10) Modification on the trash rack design due to variation in the as built drawings of the existing racks from the actual installation of the existing racks. 5 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 EXHIBIT "B-2" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed ("NTP"). In the SCHEDULE OF PERFROMANCE, Exhibit "B", of the Contract, Task 6 is hereby amended from 106 weeks from NTP to On -going during construction, to instead read as follows:. Milestones 6. Construction Support Services Completion No. of weeks From NTP On -going during construction, but in no event later than December 31, 2018. 6 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $ 30,000 (Project Management & Coordination) Task 2 $ 73,363 (Preliminary Design) Task 3 $ 22,523 (Geotechnical Investigation) Task 4 $ 8,125 (Environmental Services) Task 5-1 $ 277,968 (Construction Documents - Matadero Pump Station) Task 5-2 $ 26,818 (Construction Documents - Colorado Ave. SD) Task 5-3 $ 7,902 (Construction Documents - Adobe Creek and Airport PS) Task 6 $ 99,241 (Bid and Construction Support) Sub -total Basic Services $545,940 7 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 Amendment No.1 - Task 7 Storm Water PLC Programming Task 1, (Pre -Programming) $ 10,400 Task 7.2 (Matadero, Adobe & Airport Programming) $ 32,450 Task 3 (Other Storm Water Site Programming) $ 47,770 Task 4, (Documentation) $ 3,530 Task 5 (Warranty Period Support) $ 2,200 Task 6 ( Project Management) $ 3,500 Sub -total Basic Services for Task 7 $99,850 Amendment No.3- Increase of Task 6 Task 6 $21,000 (Bid and Construction Support) Sub -total Basic Services for Task 6 $21,000 Sub -total Basic Services $666,790 Reimbursable Expenses $1,250 Total Basic Services and Reimbursable expenses $668,040 Additional Services (Not to Exceed) $52,810 Maximum Total Compensation $720,850 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. 8 Revision July 20, 2016 DocuSign Envelope ID: FOFD52AA-CED3-4E40-9AF9-81B3BA26A449 B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. C. Reproduction of bid documents All requests for payment of expenses shall be accompanied by appropriate backup information. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. 9 Revision July 20, 2016 CITY OF PALO ALTO City of Palo Alto (ID # 9392) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Adoption of a Resolution for Lalo Perez Title: Adoption of a Resolution of the Council Expressing Appreciation to Lalo Perez Upon his Retirement From: City Manager Lead Department: Administrative Services Attachments: • Attachment A: Resolution City of Palo Alto Page 1 ADOPTION OF A RESOLUTION OF THE COUNCIL EXPRESSING APPRECIATION TO LALO PEREZ UPON HIS RETIREMENT WHEREAS, Lalo Perez began his career with the City of Palo Alto on August 19, 1985, and has served exemplary throughout his 33 -year tenure; and WHEREAS, Lalo Perez started in Revenue Collections and worked his way up to Chief Financial Officer (CFO) with stints in treasury and budget; and WHEREAS, Lalo Perez served as Director of Administrative Services Department, served as staff liaison of the Finance Committee and was acting City Manager on occasion; and WHEREAS, Lalo Perez was instrumental in establishing funding plans for pension, retiree medical and infrastructure and balanced the city budget during challenging economic downturns, and led the City's Long Range Financial Planning process; and WHEREAS, Lalo Perez oversaw the issuance of over 130,300 checks, over 30,000 purchase orders, thousands of budget change requests, and hundreds of budget amendment ordinances; and WHEREAS, Lalo Perez's leadership led to the City being one of the first cities to launch an open budget portal, to adopt electronic signature and receiving 10 Budget Presentation awards and 10 Excellent Financial Reporting awards from the Government Finance Officer Association and the California Society of Finance Officers, has been a frequent guest lecturer to various financial training seminars; and WHEREAS, Lalo Perez's financial stewardship led to the City maintaining its AAA credit rating was instrumental in labor planning strategy sessions, utilities risk oversight, and implementing innovative ideas to balance the City's budget; and WHEREAS, Lalo Perez is recognized by his peers and City staff for being professional, hardworking, dependable, innovative, enthusiastic, ethical, caring and for being a great coach and leader; and WHEREAS, Lalo Perez has consistently been recognized as a team player with a positive attitude and exceptional work ethic. NOW, THEREFORE, LET IT BE RESOLVED, that the Council of the City of Palo Alto hereby gratefully records and extends its sincere appreciation to Lalo Perez for his dedication and excellent service rendered to the City. INTRODUCED AND PASSED: AYES: NOES: ABSENTIONS: ABSENT: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: City Attorney City Manager CITY OF PALO ALTO City of Palo Alto (ID # 8952) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Approval of 5 -Year Contract for Crossing Guard Services Title: Approval of a Five-year Contract With All City Management Services, Inc., Effective August 1, 2018, in the Not -to -Exceed Amount of $3,096,779 for Crossing Guard Services for the Palo Alto Unified School District and Approval of a Budget Amendment in the General Fund From: City Manager Lead Department: Police Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract (C18171301) in an amount not to exceed $3,096,779 with All City Management Services, Inc., ("ACMS") for Crossing Guard Services for a five-year term effective August 1, 2018, which includes the contract amount of $2,815,254 plus a 10 percent contingency; and 2. Amend the Fiscal Year 2019 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Police Department appropriation by $112,000; and b. Decreasing the General Fund Budget Stabilization Reserve by $112,000 Background The City is dedicated to ensuring the safety of children traveling to and from school. Prior to 1999, the Police Department was responsible for the hiring, staffing, training, equipping and supervising the hourly crossing guards. Due to the increase in the number of guard locations and the amount of staff time required to handle all the associated responsibilities, the management of the crossing guard program became increasingly time-consuming and labor- intensive for Police personnel. As a result, in August 1999, staff received Council approval to contract for adult crossing guard services. Guidelines for school crossing guards were adopted and approved by Council in April 1993 (CMR:175:93). The assignment of adult crossing guard locations is considered by the City/School Traffic Safety Committee only for those intersections which meet minimum City of Palo Alto Page 1 standards and are approved by the City/School Traffic Safety Committee. These standards require at least 20 school -aged pedestrians utilize the crosswalk location per hour, on the way to or from school. In addition, other traffic -related factors are considered, such as crossing location, traffic volume, applicable Caltrain crossings, availability of bus service, and/or the number of traffic lanes involved. Currently, crossing guards operate at 29 designated school area crosswalks. Discussion On February 27, 2018, the City issued an RFP for crossing guard services for five years, 2018- 2023, with proposals due by March 27, 2018. Through that process, the City received three bids for these services. A staff committee reviewed each proposal, vendor qualifications, and submittal package. Selection criteria guided staff's decision -making, including: quality of proposal; quality, performance and effectiveness of the services to be provided by the contractor; contractor's experience; cost to the City; contractor's compliance with applicable regulations and laws. Based on this selection criteria and committee ranking, staff recommends executing a contract with ACMS, a specialist service provider in the crossing guard market. ACMS clearly emerged as the only qualified vendor compared to the other potential vendors due to a variety of factors, including: gaps in other proposers' performance, experience or proposals; ACMS specific focus and experience on crossing guard services, ACMS prior experience working with Palo Alto, and ACMS experience with similar municipalities or school districts, including several in the Bay Area. ACMS has been providing crossing guard services for 32 years and previously served as the crossing guard provider for Palo Alto for nine years. ACMS currently services other cities in the region, including: Redwood City, Burlingame, Pleasanton, Fremont, and Antioch. ACMS has over 46 clients in Northern California. ACMS has developed a transition plan which includes the potential recruitment and hiring of existing guards. Staff is also requesting authorization for additional but unforeseen work in the amount of 10 percent per year. These amounts are requested because over the course of the contract, the number of locations and the number of school days may change. This is particularly true in the case of summer school. Summer school instruction, locations, and total number of days can vary significantly from year to year. Resource Impact The cost of the five year contract with ACMS is $3,096,779; including $2,815,254 for services and a $281,525 contingency for unforeseen costs due to potential changes, such as state or local government wage increases, summer school schedule, and scope changes. The Fiscal Year 2019 Adopted Operating Budget includes a portion of the funding needed for year one of this contract; however, an additional $112,000 will be necessary to fully fund the anticipated FY 2019 cost of $557,000. Staff recommends that this appropriation is offset by a reduction in the Budget Stabilization Reserve. Policy Implications City of Palo Alto Page 2 The provision of adult crossing guards is consistent with existing City policy. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: • ATTACHMENT A - C18171301 Crossing Guard B1 061318 • ATTACHMENT B - Crossing Guard Costing Information City of Palo Alto Page 3 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD CITY OF PALO ALTO CONTRACT NO. C18171301 GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 25th day of June, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and ALL CITY MANAGEMENT SERVICES, INC., a California corporation, located at 10440 Pioneer Blvd., Suite 5, Santa Fe Springs, CA 90670, Telephone Number: (800)540-9290 ("CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: x x x x "A" - Scope of Services "A-1" — On -Call Task Order (Not Applicable) "B" - Schedule of Performance "C" — Schedule of Fees "D" - Insurance Requirements "E" - Performance and/or Payment Bond (Not Applicable) "F" - Liquidated Damages (Not Applicable) CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from August 1, 2018 to July 31, 2023 inclusive, subject to the provisions of Sections Q and V of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: City of Palo Alto General Services Agreement 1 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD ✓ The total maximum lump sum compensation of dollars ($ ); OR r The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR ✓ A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Million Eight Hundred Fifteen Thousand Two Hundred Fifty Three dollars and seventy six cents ($2,815,253.76). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. • CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. • CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR • CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most City of Palo Alto General Services Agreement 2 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix _ Claims for Public Contract Code Section 9204 Public Works Projects". r This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix _, attached hereto and incorporated herein. OR E This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Con Maloney, Dept.: Police, Telephone: 650-329-2637. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 7 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the City of Palo Alto General Services Agreement 3 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. 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. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and City of Palo Alto General Services Agreement 4 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. City of Palo Alto General Services Agreement 5 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. 0. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), to the extent arising out of, or resulting in any way from or in connection with any negligence or wilfull misconduct of CONTRACTOR in the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR obligations under this Section shall not apply to liability arising from the sole negligence or willful misconduct of CITY. If and to the extent a court determines that liability was caused or contributed to by any negligent (passive or active) act or omission of CITY, or the willful misconduct of CITY, in such an event, liability will be apportioned between CONTRACTOR and CITY based upon the parties' respective degrees of culpability, as determined by the court. The acceptance City of Palo Alto General Services Agreement 6 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. 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 agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California 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 certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. City of Palo Alto General Services Agreement 7 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Contract. CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY Officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Contract. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This contract shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this 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 Contract. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, City of Palo Alto General Services Agreement 8 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD 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. • Goods purchased by Contractor 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. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES x OR 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 contract is not a public works contract, if 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. n 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 City of Palo Alto General Services Agreement 9 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement 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. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. 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 contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded." CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRCATOR 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. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. City of Palo Alto General Services Agreement 10 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD 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. [For state- and federally -funded projects] 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. 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. 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. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. 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 ALL CITY �'1i N AgEMENT SERVICES, INC. By ?A.VWI,L, Name Title City Manager or designee 600AD42BD3744 Baron Farwell President Second Officer By Approved as to form: Name City Attorney or designee City of Palo Alto General Services Agreement Title CDocuSigned by: D -1-#14,144 FA44141 7 34Fu5BbD745A... Demetra Farwell Secretary 11 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD EXHIBIT A SCOPE OF SERVICES 1. CONTRACTOR Shall Provide or Perform the following: a. Provide crossing guard services at each location listed on Exhibit "B" - "Crossing Guard Locations" on the days and during specific hours designated by the City b. Coordinate any location and schedule changes directly with the City c. Provide payroll and workers' compensation coverage for all guards d. Provide training to all new hires e. Maintain a sufficient numbers of alternate guards and guarantee crossing coverage for absent or sick guards f. Supply all necessary equipment including signs, traffic vests, whistles and raincoats g. Submit invoices to the City of Palo Alto on a monthly basis for the number of hours worked by crossing guards during the previous month h. Maintain quarterly contact with the Police Depaitiiient representative for quality assurance of the program 2. Crossing Guard Locations, Days and Hours: a. CONTRACTOR shall be responsible for providing crossing guard services during the normal school year session and the summer school session. The normal schoolyear session is composed of 180 school days per year. The summer school session is composed of 19 school days per year. The exact dates that schools are in session are published and coordinated by the Palo Alto Unified School District. The most accurate calendar for verifying in -session days is on the School District's website. b. CONTRACTOR will provide crossing guard services on all days that school is in session, at the designated locations, during the designated hours. Currently, there are 29 intersections that require a crossing guard during the normal school year. The City will typically require crossing guards at 12 intersections during the Summer school session. The School District changes the summer school locations from year to year which will require the City to change the summer school crossing guard locations. The City of Palo Alto will notify All City Management, Inc. in advance for summer school locations and times. c . The City reserves the right to add, delete or revise the crossing guard locations and times, provided that CONTRACTOR is given 30 days written notification of any proposed changes. 3. CONTRACTOR Shall Maintain the Following Minimum Standards for City of Palo Alto General Services Agreement 12 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD Crossing Guards: a. Must have a minimum of an eighth grade education b. Be able to read, write and speak English c. Be a minimum of 18 years old d. Not have any felony convictions, misdemeanor convictions involving crimes against children, or convictions involving any violent crime e. Not be a registered sex offender or narcotics offender f. Demonstrate the following abilities and characteristics; g. Minimum of average intelligence h. Good physical condition, including sight and hearing i. Mental alertness j. Neat appearance k. Good character 1. Dependability m. Sense of responsibility for the safety of children n. Good verbal communication skills o. Familiarity with traffic rules and regulations 4. Appearance & Behavior a. Crossing Guards will not hold anything in their hands while working, except for their issued stop sign. An example of this would be the Crossing Guard's cellphone. b. Crossing guards will use appropriate language and refrain from using profanity. c. Crossing Guards must at all times display visible picture identification showing they are an employee of ACM d. Crossing Guards shall wear acceptable attire at all times which may be periodically subject to review by the City e. Crossing Guards shall wear their traffic vests at all times while performing crossing duties 5. CONTRACTOR's Supervisors Shall Perform the Following Duties: a. A local area supervisor shall be available at all times to see that guard activities are taking place at required locations and times. b. The supervisor shall assign schedules, monitor and supervise crossing guards when necessary and have a vehicle to travel to work sites. c. The supervisor shall visit each school site once a month. d. The supervisor must be available to the City returning phone calls as soon as possible but in all cases within 30 minutes. e. The supervisor must be available to respond to problems and/ or complaints. f. In addition to the minimum standards set forth above, the supervisor must have a minimum of a high school education and a valid California driver's City of Palo Alto General Services Agreement 13 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD license. g. As requested, the area supervisor will provide pedestrian and bike counts for intersections. 6. Absent Crossing Guards a. CONTRACTOR will maintain standard procedures that require crossing guards to notify the area supervisor if they will be tardy or absent for their shift. b. When crossing guards are absent, it is the responsibility of CONTRACTOR and the area supervisor to staff the location with alternate personnel. c. The area supervisor shall immediately notify the Traffic Supervisor if there will be any delay or absence in providing intersection coverage. 7. Training and Orientation a. Training and orientation shall be provided prior to deploying any crossing guards. b. All training and orientation procedures shall be subject to the approval of the City of Palo Alto. City of Palo Alto General Services Agreement 14 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according attach schedule: El Camino / W.Charleston 1 A.M. P.M 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 01:30 - 02:20 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 02:25 - 03:40 60 50 El Camino / Maybell Ave 2 A.M. P.M 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 01:30 - 02:15 07:30 - 08:30 02:25 - 03:40 07:30 - 08:30 02:25 - 03:40 60 50 El Camino / Margarita Ave 3 A.M. P.M 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 01:40 - 02:30 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 02:30 - 03:45 60 45 El Camino/Los Robles Ave 4 A.M. P.M 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 01:20 - 02:25 07:30 - 08:30 02:30 - 03:45 07:30 - 08:30 02:30 - 03:45 60 45 El Camino / Stanford Ave 5 A.M. P.M 07:30 - 08:20 02:20 - 03:30 07:30 - 08:20 02:20 - 03:30 07:30 - 08:20 01:20 - 02:10 07:30 - 08:20 02:20 - 03:30 07:30 - 08:20 02:20 - 03:30 50 50 El Camino / Los Altos Ave 6 A.M. P.M 07:40 - 08:40 02:30 - 03:30 07:40 - 08:40 02:30 - 03:30 07:40 - 08:40 02:30 - 03:30 07:40 - 08:40 02:30 - 03:30 07:40 - 08:40 02:30 - 03:30 60 60 Arastradero/ Donald Dr 7 A.M. P.M 07:30 - 08:30 02:20 - 03:40 07:30 - 08:30 02:20 - 03:40 07:30 - 08:30 01:30 - 02:20 07:30 - 08:30 02:20 - 03:40 07:30 - 08:30 02:20 - 03:40 60 80 Arastradero/ Coulombe Dr 8 A.M. P.M 07:30 - 08:20 02:20 - 03:40 07:30 - 08:20 02:20 - 03:40 07:30 - 08:20 01:30 - 02:20 07:30 - 08:20 02:20 - 03:40 07:30 - 08:20 02:20 - 03:40 50 60 Coulombe / Maybell Ave 9 A.M. P.M 07:30 - 08:30 02:20 - 03:25 07:30 - 08:30 02:20 - 03:25 07:30 - 08:30 01:25 - 02:15 07:30 - 08:30 02:20 - 03:25 07:30 - 08:30 02:20 - 03:25 60 55 Charleston / Alma St 10 A.M. P.M 07:30 - 08:15 02:35 - 03:50 07:30 - 08:15 02:35 - 03:50 07:30 - 08:15 01:30 - 02:20 07:30 - 08:15 02:35 - 03:50 07:30 - 08:15 02:35 - 03:50 45 60 Alma / Meadow Dr 11 A.M. P.M 07:30 - 08:30 02:30 - 03:30 07:30 - 08:30 02:30 - 03:30 07:30 - 08:30 01:40 - 02:20 07:30 - 08:30 02:30 - 03:30 07:30 - 08:30 02:30 - 03:30 60 60 E. Meadow / Waverley St 12 A.M. P.M 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 01:30 - 02:20 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 60 90 E. Charleston / Nelson Dr 13 A.M. P.M 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 01:30 - 02:30 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 60 60 E.Charleston / Carlson Ct 14 A.M. P.M 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 01:30 - 02:30 07:30 - 08:30 02:00 - 03:30 07:30 - 08:30 02:00 - 03:30 60 55 E. Meadow / Middlefield 15 A.M. 07:30 - 07:30 - 08:30 07:30 - 07:30 - 08:30 07:30 - 60 City of Palo Alto General Services Agreement 15 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD 08:30 08:30 08:30 P.M 02:00 - 02:00 - 03:30 01:30 - 02:00 - 03:30 02:00 - 60 03:30 02:30 03:30 Middlefield / Mayview 16 A.M. 07:30 - 07:30 - 08:30 07:30 - 07:30 - 08:30 07:30 - 60 Ave 08:30 08:30 08:30 P.M 02:00 - 02:00 - 03:30 01:30 - 02:00 - 03:30 02:00 - 55 03:30 02:30 03:30 Middlefield / E.Charleston 17 A.M. 07:30 - 07:30 - 08:30 07:30 - 07:30 - 08:30 07:30 - 60 08:30 08:30 08:30 P.M 02:00 - 02:00 - 03:30 01:30 - 02:00 - 03:30 02:00 - 60 03:30 02:30 03:30 Addison / Middlefield Rd 18 A.M. 07:45 - 07:45 - 08:30 07:45 - 07:45 - 08:30 07:45 - 45 08:30 08:30 08:30 P.M 02:10 - 02:10 - 03:20 01:10 - 02:10 - 03:20 02:10 - 60 03:20 01:45 03:20 Embarcadero / 19 A.M. 07:45 - 07:45 - 08:35 07:45 - 07:45 - 08:35 07:45 - 50 Middlefield 08:35 08:35 08:35 P.M 02:30 - 02:30 - 03:20 01:20 - 02:30 - 03:20 02:30 - 45 03:20 02:05 03:20 Embarcadero / Newell Rd 20 A.M. 07:40 - 07:40 - 08:30 07:40 - 07:40 - 08:30 07:40 - 50 08:30 08:30 08:30 P.M 02:40 - 02:40 - 03:30 01:30 - 02:40 - 03:30 02:40 - 50 03:30 02:15 03:30 No Cal Ave / Louis Rd 21 A.M. 07:30 - 07:30 - 08:20 07:30 - 07:30 - 08:20 07:30 - 50 08:20 08:20 08:20 P.M 02:50 - 02:50 - 03:40 01:30 - 02:50 - 03:40 02:50 - 50 03:40 02:15 03:40 No. Cal Ave / Newell Rd 22 A.M. 07:30 - 07:30 - 08:20 07:30 - 07:30 - 08:20 07:30 - 50 08:20 08:20 08:20 P.M 02:50 - 02:50 - 03:40 01:30 - 02:50 - 03:40 02:50 - 50 03:40 02:15 03:40 Alester / Channing Ave 23 A.M. 07:30 - 07:30 - 08:20 07:30 - 07:30 - 08:20 07:30 - 50 08:20 08:20 08:20 P.M 02:10 - 02:10 - 03:10 12:55 - 02:10 - 03:10 02:10 - 45 03:10 01:40 03:10 Dana / Newell Rd 24 A.M. 07:30 - 07:30 - 08:15 07:30 - 07:30 - 08:15 07:30 - 45 08:15 08:15 08:15 P.M 02:10 - 02:10 - 03:10 12:55 - 02:10 - 03:10 02:10 - 60 03:10 01:55 03:10 Barron / El Centro St 25 A.M. 07:40 - 07:40 - 08:30 07:40 - 07:40 - 08:30 07:40 - 50 08:30 08:30 08:30 P.M 02:20 - 02:20 - 03:15 01:15 - 02:20 - 03:15 02:20 - 45 03:15 02:00 03:15 Bryant / El Carmelo Ave 26 A.M. 07:50 - 07:50 - 08:40 07:50 - 07:50 - 08:40 07:50 - 50 08:40 08:40 08:40 P.M 02:20 - 02:20 - 03:25 01:15 - 02:20 - 03:25 02:20 - 55 03:25 02:00 03:25 Amarillo / Louis Rd 27 A.M. 07:45 - 07:45 - 08:30 07:45 - 07:45 - 08:30 07:45 - 45 08:30 08:30 08:30 P.M 02:30 - 02:30 - 03:15 01:15 - 02:30 - 03:15 01:30 - 105 03:15 02:00 03:15 Louis / Loma Verde Ave 28 A.M. 07:45 - 07:45 - 08:30 07:45 - 07:45 - 08:30 07:45 - 45 08:30 08:30 08:30 P.M 02:00 - 02:00 - 03:30 01:15 - 02:00 - 03:30 02:00 - 75 03:30 02:00 03:30 Louis / Greer Rd 29 A.M. 07:45 - 07:45 - 08:30 07:45 - 07:45 - 08:30 07:45 - 45 08:30 08:30 08:30 P.M 02:00 - 02:00 - 03:30 01:15 - 02:00 - 03:30 02:00 - 75 03:30 01:50 03:30 City of Palo Alto General Services Agreement 16 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Year Number of CG Number of Days Hours/Day Hourly Rate Total 2018-2019 31 180 4 $23.02 $513,806.40 2019 Summer 12 19 4 $23.02 $20,994.24 2019-2020 31 180 4 $23.82 $531,662.40 2020 Summer 12 19 4 $23.82 $21,723.84 2020-2021 31 180 4 $24.14 $538,804.80 2021 Summer 12 19 4 $24.14 $22,015.68 2021-2022 31 180 4 $24.95 $556,884.00 2022 Summer 12 19 4 $24.95 $22,754.40 2022-2023 31 180 4 $25.25 $563,580.00 2023 Summer 12 19 4 $25.25 $23,028.00 Total: $2,815,253.76 City of Palo Alto General Services Agreement 17 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-80A9-4FDA-B152-BBF56358B5CD 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY $1,000,000 $1,000,000 LIABILITY DAMAGE COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 AUTOMOBILE LIABILITY, YES INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED PROFESSIONAL LIABILITY, NO INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT YES 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 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. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" City of Palo Alto General Services Agreement 18 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 City of Palo Alto General Services Agreement 19 Rev. February 8, 2017 DocuSign Envelope ID: E0048882-8DA9-4FDA-B152-BBF56358B5CD ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 5/8/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Knight Insurance Services 535 North Brand Boulevard Suite 1000 Glendale CA 91203 INSURED All City Management Services Inc 10440 Pioneer Blvd # 5 Santa Fe Springs CA 90670 COVERAGES CONTACT Nysa Gallegos PHONE (818) 662-4200 (A/C. No. Ext): E-MAIL ADDRESS: y N saG@Knig htIns . net FAX (818)662-9312 (A/C, No): INSURER(S) AFFORDING COVERAGE INSURER A :Liberty Surplus Insurance Company INSURER B :Nationwide Mutual / Allied INSURER C :Houston Casualty Company INSURER D :Endurance American Specialty INSURER E : INSURER F : NAIC fi 10725 23787 42374 41718 CERTIFICATE NUMBER:18/19 Master REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR INSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 1000200843-03 5/1/2018 5/1/2019 EACH OCCURRENCE $ 1,000,000 1 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $ 50,000 MED EXP (Anyone person) $ Excluded PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED X SCHEDULED AUTOS NON -OWNED AUTOS X ACP3068769436 5/1/2018 5/1/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE 1st Layer (Primary) H18XC50744-01 5/1/2018 5/1/2019 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED IX ( RETENTION $ 0 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A Not Applicable PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ D Excess Liability $0 Retention 2nd Layer (Secondary) ELD30000649700 5/1/2018 5/1/2019 Each Occurrence in Excess of $5,000,000 Occ $3M Primary Limit $5,000,000 Agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Palo Alto ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES are included as additional insureds As respects to General Liability and required by written contract; Certificate Holder is named as additional insured. Insurance is Primary & Non -Contributory. Waiver of Subrogation applicable. Auto Liability Additional Insured included as rquired by written contract. CERTIFICATE HOLDER CANCELLATION City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Manny Mashhoud/NYSGAL ACORD 25 (2014/01) INS025 (201401) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT B Historic Crossing Guard Costs FY 2016 — FY 2018 American Guard Services FY 2016 $338,313 FY 2017 $351,163 FY 2018 $370,616 Crossing Guard Vendor Bid Prices (5 -year term with summer school) All Cities Management Services: Average/Year: American Guard Services: Average/Year: Universal Security Company: Average/Year: $2,815,253 $563,050 $2,404,744 $480,948 $2,492,793 $498,558 RFP Scores (pricing included in scoring criteria) All Cities Management Services American Guard Services Universal Security Company Average Evaluator Score 861.67 706.67 632.50 CITY OF City of Palo Alto (ID # 9227) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Workforce Housing Combining District (2nd Reading) Title: SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18 (Zoning) Chapter 18.30 (Combining Districts) to add a new Combining District to Allow for Higher Density Multi -family Housing That Includes a Workforce Housing Component to be Located on Public Facilities Zoned Properties Within 0.5 Miles of Fixed Rail Transit Stations; and Adoption of an Ordinance Amending the Zoning Map to Apply the new Combining District to the Subject Property at 2755 El Camino Real (FIRST READING: June 4, 2018 PASSED: 7-2 Holman, Kou no) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council conduct second readings and adopt: (1) An Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.30 (Combining Districts) to Add a New Subchapter 18.30(K) Creating the Workforce (WH) Combining District and Establishing Regulations (Attachment A); and (2) An Ordinance Amending the Zoning Map of the City of Palo Alto for approximately 0.45 acres at 2755 El Camino Real to add the Workforce Housing (WH) Combining District to the existing Public Facilities (PF) Zoning District (Attachment B). Background On June 4, 2017, the City Council reviewed and adopted on first reading a draft ordinance amending Section 18.30 of the municipal code to add a New Subchapter 18.30(K) Creating the Workforce (WH) Combining District and Establishing Regulations. In addition, Council reviewed and adopted on first reading a draft ordinance amending the Zoning Map of the City of Palo Alto for approximately 0.45 acres at 2755 El Camino Real to add the Workforce Housing (WH) Combining District to the existing Public Facilities Zoning District designation. The staff report and video of the June hearing are linked below: City of Palo Alto Page 1 Staff Report: https://tinyurl.com/2755-ECR-Council-First-Reading Video: https://tinyurl.com/2755-ECR-Council-Video The ordinance in Attachment A has been modified to incorporate the following change directed by the Council on first reading: • Add to Municipal Code Section 18.30(K).090(d), "within a three (3) mile radius of the project or" after "whose place of employment is" The modification to the ordinance in Attachment A from the draft ordinance presented at the first reading on June 4, 2018 is shown in underline (additions). There were no strikeouts to the ordinance. No changes were requested to the ordinance in Attachment B, which amends the Zoning Map. However, consistent with the text of the ordinance, a legal description of the parcel has been included in Exhibit 1 to accompany the map of the parcel. No other changes have been made to the ordinance. Attachments: Attachment A: Zoning Code Text Amendment Ordinance (DOCX) Attachment B: Zoning Map Amendment Ordinance (RTF) Attachment C: Action Minutes June 4 First Meeting (DOCX) City of Palo Alto Page 2 ATTACHMENT A Not Yet Approved DRAFT Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.30 (Combining Districts) to Add a New Subchapter 18.30(K) Creating the Workforce Housing (WH) Combining District and Establishing Regulations The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. The cost of development, construction, and operation of housing projects, especially mixed -income projects, has discouraged developers from developing housing projects, impacting the ability to provide for a continuum of housing at various income levels. Allowing higher density housing, reduced parking requirements, and an increase in the allowable gross floor area in appropriate locations improves the economic feasibility of housing projects, particularly mixed -income projects. B. The resident workforce is leaving the city, and new employees are deterred by the high cost of living. The creation of additional middle -income housing would allow for the development of housing for persons who work in and serve the community in which they live. C. Encouraging the development of transit -oriented multi -family housing affordable and available to local employees and available to the local workforce supports City and State goals to reduce vehicle miles traveled and associated greenhouse gas and other air emissions. D. Encouraging the development of higher density housing in appropriate locations furthers the goals and policies of the City's Adopted Housing Element. E. Encouraging higher density transit oriented development with local preference requirements in conjunction with specific monitoring and reporting requirements will provide the City with valuable data regarding parking use, traffic, and tenant demographics. SECTION 2. Chapter 18.30 (Combining Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is hereby amended to add a new subchapter 18.30(K) to read as follows: Not Yet Approved DRAFT Chapter 18.30(K) WORKFORCE HOUSING (WH) COMBINING DISTRICT REGULATIONS 18.30(K).010 Specific Purpose The purpose of the workforce housing combining district is to incentivize development of new housing that is affordable to the local workforce. This combining district promotes the development of such housing projects located within one-half mile radius of a major fixed -rail transit stop by providing flexible development standards and modifying the uses allowed in the Public Facilities (PF) district. 18.30(K).020 Applicability of Regulations The workforce housing combining district may be combined with the Public Facilities (PF) Zoning District set forth in Chapter 18.28 of this Title, in accord with Chapter 18.08 and Chapter 18.80, on any parcel that is located within one-half mile radius of a major fixed -rail transit station platform with the exception of sites in park use or being used for outdoor recreational purpose or within 25 feet of such a use at the time of adoption of this ordinance. Where so combined, the regulations established by this Chapter shall apply for workforce housing projects in lieu of the uses allowed and development standards and procedures applied in the underlying PF district. A property owner may elect to use the parcel consistent with the underlying district, in which case the regulations in Chapter 18.28 for the PF district shall apply. 18.30(K).030 Definitions For purposes of this Chapter, the following definitions shall apply: (a) "Workforce housing" means a multi -family rental housing project in which at least twenty percent (20%) of the units, excluding any required below -market -rate units, are affordable to households earning more than 120 percent of area median income (AMI) up to and including 150 percent of AMI. 18.30(K). 040 Zoning Map Designation The workforce housing combining district shall apply to properties designated on the zoning map by the symbol "WH" within parentheses, following the public facilities (PF) district designation with which it is combined. 18.30(K).050 Site Development Review Process All projects shall be subject to architectural review as provided in Section 18.76.020 except that projects proposing nine units or more shall be subject to site and design review under Chapter 18.30(G). 18.30(K).060 Permitted Uses (a) The following uses shall be permitted in the WH combining district: 2 Not Yet Approved DRAFT (1) Workforce housing; (2) incidental retail and/or community center space on the ground floor only when provided in conjunction with workforce housing and not to exceed 10 percent of the total gross floor area of the site; (3) All other uses permitted in the underlying district, subject to the development standards for the underlying district. (b) The uses in subsections (a)(1) and (a)(2) above shall not be used in combination with (a)(3). 18.30(K).070 Development Standards (a) Where the WH combining district is combined with the public facilities district, the following development standards shall apply for workforce housing projects, including permitted incidental uses, in lieu of the development standards for the underlying PF zoning district: Table 1 Development Standards WH Combining District Minimum Site Specifications Subject to regulations in: Site Area (ft) None required Site Width (ft) Site Depth (ft) Minimum Setbacks Setback lines imposed by a special setback map pursuant to Chapter 20.08 of this code may apply Front Yard ft ( ) 10 feet; may be increased to 20 feet by decisionmaking body (1) Rear Yard (ft) 10'(2) Interior Side Yard 5'(2) Interior Side Yard if abutting residential zoning district (ft) (other than an RM-40 or PC 10'(2) 3 Not Yet Approved DRAFT zone) Street Side Yard ft ( ) 5 feet; may be increased to 10 feet by decisionmaking body (1) Maximum Site Coverage None Required Landscape/Open Space Coverage 20% (3) Usable Open Space) 75 square feet (sf) per unit Maximum Height (ft) Standard 50' Within 150 ft. of a residential district (other than an RM-40 or PC zone) abutting or located within 50 feet of the site 35', except as limited by applicable daylight plane requirements Daylight Plane for lot lines abutting one or more residential zoning districts Daylight plane height and slope shall be identical to those of the most restrictive residential zoning district abutting the lot line Maximum Residential Density (net) None Required Maximum Residential Floor Area Ratio (FAR) — Residential -Only or Mixed Use Projects 2.0:1 Maximum Unit Size 750 sf Vehicle Parking Parking requirements shall be no less than one space per unit or bedroom, whichever is greater. The decisionmaking body may reduce this standard based on a parking study. Any incidental retail or community center space shall be subject to the parking requirements outlined in Section 18.52. Bicycle Parking Bicycle parking requirements shall be in accordance with Section 18.52.040. TDM Plan A transportation demand management (TDM) plan shall be required and shall comply with the TDM pursuant to Section 18.52.050(d), associated administrative guidelines, and the decisionmaking body. Notes: 4 Not Yet Approved DRAFT 1. A 12 -foot sidewalk width is required along El Camino Real frontage. 2. In order to encourage below -grade parking, garage ramps and subterranean structures may encroach into the required setback provided that sufficient landscaping is still provided between the project site and adjacent properties. 3. Landscape/Open space may be any combination of landscaping or private and common open spaces. 4. Useable open space includes a combination of common and private open space. (b) These developments shall be subject to the performance criteria outlined in Chapter 18.23, as well as the context -based design criteria outlined in Section 18.13.090 for residential projects, provided that more restrictive regulations may be recommended by the architectural review board and approved by the Director, pursuant to Section 18.76.020. 18.30(K).090 Additional WH Combining District Regulations (a) Affordability Requirement. At least 20 percent of the units in a workforce housing project, excluding any required below -market -rate units, shall be affordable to households earning up to and including 150 percent of area median income (AMI). (b) BMR Provisions Applicable. The Below Market Rate Housing requirements set forth in Chapter 16.65 of Title 16 of this Code shall apply to workforce housing projects. Any BMR units provided will not be counted toward the total number of units in a workforce housing project for purposes of calculating the number of workforce affordable units required under subsection (a) above. (c) Continued Affordability. All workforce housing units provided under subsection (a) above shall be subject to a deed of trust or regulatory agreement recorded against the property for execution by the City Manager in a form approved by the City Attorney, to ensure the continued affordability of the workforce housing units. All workforce housing units shall remain affordable to the targeted income group for 99 years. (d) Local Workforce Preference. All residential units within a workforce housing project shall be offered first to eligible households with at least one household member who currently lives or whose place of employment is within a three (3) mile radius of the project or within the City of Palo Alto. If units remain unoccupied after offers are made to this first category, those units shall be offered to eligible households with at least one household member whose place of employment is within one-half mile of a major fixed - rail transit stop. SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the 5 Not Yet Approved DRAFT fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 4. In conformance with the California Environmental Quality Act (CEQA), the environmental impacts of this Ordinance were evaluated in a Mitigated Negative Declaration for the 2755 El Camino Real Multi -family Residential Project (MND)(SCH# 2018012024), which the Council considered and adopted, together with the related Mitigation Monitoring and Reporting Plan (MMRP) on June 4, 2018. The Mitigated Negative Declaration concluded, and the Council finds consistent therewith, that the proposed ordinance would not have a significant effect on the environment with mitigation as proposed and adopted. SECTION 5. This Ordinance shall be effective on the thirty-first day after the date of its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Community Environment 6 Not Yet Approved ATTACHMENT B Ordinance No. Ordinance of the Council of the City of Palo Alto Amending the Zoning Map of the City of Palo Alto for Approximately 0.45 Acres at 2755 El Camino Real to Add the Workforce Housing (WH) Combining District to the Existing Public Facilities (PF) Zoning District The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. The Planning and Transportation Commission conducted a duly noticed public hearing on January 31, 2018, at which it reviewed, considered, and recommended Palo Alto Municipal Code (PAMC) Section 18.08.040 (the Zoning Map) be amended to rezone that certain real property fronting El Camino Real and Page Mill Road (commonly known as 2755 El Camino Real and more particularly described in Exhibit 1) to add the Workforce Housing (WH) Combining District. B. The Council held a duly noticed public hearing on June 4, 2018, and considered the subject amendment of the Zoning Map, including the recommendation by staff and the Planning and Transportation Commission and all public comments received prior to or at the hearing. C. The proposed Ordinance promotes the development of housing in a transit- oriented area close to jobs and services, in accordance with the goals and policies in the City's Comprehensive Plan and the purposes of the Zoning Code. D. The environmental impacts of the subject amendment of the Zoning Map was evaluated in a Mitigated Negative Declaration for the 2755 El Camino Real Multi -family Residential Project (MND), which the Council considered and adopted, together with the related Mitigation Monitoring and Reporting Program (MMRP), on June 4, 2018, prior to taking action on this ordinance. SECTION 2. Amendment of Zoning Map Section 18.08.040 of the Palo Alto Municipal Code, the "Zoning Map," is hereby amended by applying the Workforce Housing (WH) combining district to all that real property situated in the City of Palo Alto, County of Santa Clara, State of California, described in Exhibit 1 (Legal Description and Map) attached hereto and incorporated herein by reference, and commonly known as 2755 El Camino Real. SECTION 3. Based on the MND and the administrative record as a whole, the City Council hereby finds that this rezoning will have no significant effect on the environment. Not Yet Approved SECTION 4. This Ordinance shall be effective on the thirty-first (31S) day after its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk APPROVED AS TO FORM: Mayor APPROVED: Assistant City Attorney City Manager Director of Planning and Community Environment Not Yet Approved Exhibit 1: Legal Description and Map Real property in the City of Palo Alto, County of Santa Clara, State of California, described as follows: BEGINNING AT THE MOST NORTHERLY CORNER OF PARCEL "D" AS SHOWN ON THE RECORD OF SURVEY OF OREGON -PAGE MILL EXPRESSWAY DATED APRIL, 1969, RECORDED APRIL 21, 1969 IN BOOK 252, PAGES 3 THROUGH 7, SANTA CLARA COUNTY RECORDS; THENCE S. 330 20' 45" W. 188.14 FEET ALONG A LINE PARALLEL TO THE CENTER TANGENT LINE OF PAGE MILL ROAD; THENCE S. 56° 39' 15" E. 63.33 FEET; THENCE ON A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 40 FEET, THROUGH A CENTRAL ANGLE OF 90°, WITH AN ARC DISTANCE OF 62.83 FEET; THENCE N. 33° 20' 45" E. 49.03 FEET; THENCE ON A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 263.59 FEET, THROUGH A CENTRAL ANGLE OF 10° 50' 10" WITH AN ARC DISTANCE OF 49.85 FEET; SAID POINT BEING THE TRUE POINT OF REVERSE CURVE; THENCE ON A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 263.59 FEET, THROUGH A CENTRAL ANGLE OF 10° 50' 10" WITH AN ARC DISTANCE OF 49.85 FEET; THENCE NORTH 56° 39' 15" W. 112.73 FEET TO THE POINT OF BEGINNING. APN: 132-36-084 Legend Building Roof Outline • Tree �_l Parcel to be rezoned to PF (WH) The City of Palo Alto 1Sl 0 �,< ra �41IO ' 11l 423 Exhibit 1 2755 El Camino Real Proposed Zone Change from PF to PF (WH) This map is a product of the City of Palo Alto GIS aY� 2755 ECR Zoning Map Amendment Map (\\co-maps\Encompass Admin\Personal\chodgki.mdb) The City of Palo Alto assumes no responsibility for any errors 01989 to 2016 City of Palo Alto Action Draft Minutes of the City Council Attachment C June 4, 2018 8. PUBLIC HEARING/LEGISLATIVE AND QUASI-JUDICIAL: 2755 El Camino Real [16PLN-00464]: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning) Chapter 18.30 (Combining Districts) to add a new Combining District to Allow for Higher Density Multi -family Housing that Includes a Workforce Housing Component to be Located on Public Facilities Zoned Properties Within 0.5 Miles of Fixed Rail Transit Stations; Adoption of an Ordinance Amending the Zoning Map to Apply the New Combining District to the Subject Property at 2755 El Camino Real; Site and Design Approval to Allow Construction of a 57 Unit Multi -Family Residence at the Subject Property; and Resolution 9760 Entitled, "Resolution of the Council of the City of Palo Alto Adopting the 2755 El Camino Real Multi -Family Residential Project Mitigated Negative Declaration." Environmental Assessment: An Initial Study (IS/MND) Was Published for Public Comment on January 19, 2018 for a Circulation Period Ending on February 20, 2018. A Final MND was Published on May 18, 2018. Zone District: Public Facilities (PF). Public Hearing opened at 10:27 P.M. Public Hearing closed at 11:03 P.M. MOTION: Council Member Fine moved, seconded by Council Member Scharff to: A. Adopt a mitigated negative declaration Resolution and a mitigation monitoring and reporting plan; B. Adopt an Ordinance to create a new "Workforce Housing Combining District;" C. Adopt an Ordinance to amend the Zoning Map and apply the new Combining District to 2755 El Camino Real; D. Approve the site and design application based on the findings and subject to conditions of approval included in the draft Record of Land Use Action including the following changes to the conditions of approval: i. Replace in Condition 1, "February 20, 2018" with "March 22, 2018;" ii. Add a Condition, "the applicant shall be responsible for financing the new bus shelter shown on the project plans sheet C7;" iii . Replace in Condition 7, "Building Permit" with "Certificate of Occupancy;" E. Add to Municipal Code Section 18.30(K).090(d), "within a three (3) mile radius of the project or" after "whose place of employment is;" and F. Direct Staff to return to Council with an Ordinance applying this district to commercial properties. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to replace Motion Part F with, "direct Staff to return to Council with an appropriate Ordinance applying a workforce housing combining district to commercial properties." INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove Part D.iii. from the Motion. AMENDMENT: Council Member DuBois moved, seconded by Council Member Holman to add to the Motion, "to direct Staff to revise the Ordinance to provide that the Combining District would not be available to projects utilizing the State Density Bonus Law." AMENDMENT FAILED: 4-5 DuBois, Filseth, Holman, Kou yes MOTION AS AMENDED RESTATED: Council Member Fine moved, seconded by Council Member Scharff to: A. Adopt a mitigated negative declaration Resolution and a mitigation monitoring and reporting plan; B. Adopt an Ordinance to create a new "Workforce Housing Combining District;" C. Adopt an Ordinance to amend the Zoning Map and apply the new Combining District to 2755 El Camino Real; D. Approve the site and design application based on the findings and subject to conditions of approval included in the draft Record of Land Use Action including the following changes to the conditions of approval: i. Replace in Condition 1, "February 20, 2018" with "March 22, 2018;" ii. Add a Condition, "the applicant shall be responsible for financing the new bus shelter shown on the project plans sheet C7;" E. Add to Municipal Code Section 18.30(K).090(d), "within a three (3) mile radius of the project or" after "whose place of employment is;" and F. Direct Staff to return to Council with an appropriate Ordinance applying a workforce housing combining district to commercial properties. Motion Part F separated for the purpose of voting. MOTION PART F PASSED: 5-4 DuBois, Holman, Kou, Tanaka no INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, "add a requirement for an emergency number to report noise concerns." (New Part F) AMENDMENT: Council Member Holman moved, seconded by Council Member DuBois to add to the Motion, "add to Municipal Code Section 18.30(K).090(d), 'following a two-week offer period' after 'first category."' AMENDMENT WITHDRAWN BY THE MAKER AMENDMENT: Council Member Holman moved, seconded by Council Member Kou to add to the Motion, "require the Regulatory Agreement return to Council." AMENDMENT FAILED: 4-5 DuBois, Filseth, Holman, Kou yes MOTION AS AMENDED RESTATED: Council Member Fine moved, seconded by Council Member Scharff to: A. Adopt a mitigated negative declaration Resolution and a mitigation monitoring and reporting plan; B. Adopt an Ordinance to create a new "Workforce Housing Combining District;" C. Adopt an Ordinance to amend the Zoning Map and apply the new Combining District to 2755 El Camino Real; D. Approve the site and design application based on the findings and subject to conditions of approval included in the draft Record of Land Use Action including the following changes to the conditions of approval: i. Replace in Condition 1, "February 20, 2018" with "March 2, 2018;" ii. Add a Condition, "the applicant shall be responsible for financing the new bus shelter shown on the project plans sheet C7;" E. Add to Municipal Code Section 18.30(K).090(d), "within a three (3) mile radius of the project or" after "whose place of employment is;" and F. Add a requirement for an emergency number to report noise concerns. MOTION AS AMENDED PASSED: 7-2 Holman, Kou no 24 CITY OF City of Palo Alto (ID # 9339) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: North Ventura Coordinated Area Plan Contract Title: Approval of Contract Number C18171717 With Perkins + Will for Professional Services Related to the Preparation of the North Ventura Coordinated Area Plan for an Amount Not -To -Exceed $769,068 Over a 2.5 - Year Term 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 C18171717 with Perkins+Will (Attachment A) in an amount not to exceed $769,068 for professional services related to the preparation of the North Ventura Coordinated Area Plan (NVCAP). The City Manager's execution of the Contract will be contingent upon the execution of a funding agreement with Caltrans for reimbursement of the costs incurred for the NVCAP planning process. Executive Summary On March 5, 2018, the City Council directed staff to issue a Request for Proposal (RFP) for a planning and urban design consultant to assist staff in the preparation of a coordinated area plan for the North Ventura area and the associated environmental clearance. The RFP was issued on March 30, 2018, requesting proposals by May 1, 2018. Four proposals were received and carefully evaluated. Of the four proposals, staff has determined that the Perkins+Will submittal was the proposal that best met the requirements of the RFP and that the firm will provide the vision, design expertise and experience, and communication tools to create a successful plan, in concert with the North Ventura Coordinated Area Plan Working Group and staff. Background The Council initiated a coordinated area plan process on November 6, 2017 for the North Ventura Area, which includes the site currently occupied by Fry's Electronics. The City's City of Palo Alto Page 1 recently adopted Comprehensive Plan (November 13, 2017) includes Policy L-1.7 which calls for the use of coordinated area plans to guide development in areas of Palo Alto where change is anticipated. The associated program, L4.10.1, specifically calls for the preparation of a plan for the North Ventura and surrounding California Avenue area for a walkable neighborhood with a mix of uses, including multi -family housing. The City Council approved preliminary goals, objects, schedule and boundaries and authorized the formation of a working group for the North Ventura Coordinated Area Plan (NVCAP) on March 5, 2018. The approved preliminary goals, objectives, schedule and boundaries can be found on the following webpage: https://bit.ly/21Nrx2q. The Council a p pointed t h e 14-m e m be r working group on April 30, 2018 to advise the staff, boards/commissions, and the Council during the preparation of the plan. In anticipation of the adoption of the Comprehensive Plan, the City applied for and received a grant from the Valley Transportation Agency for funding for the preparation of the NVCAP. For further details about the grant and history of the PDA and site area, please see the November 6, 2017 City Council staff report: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BloblD=61631. Discussion The scope of the contract is for the preparation of the NVCAP, coordination of the NVCAP Working Group and the associated environmental clearance. The study is expected to be completed in approximately 18 months. Project Coordination The Department of Planning and Community Environment has coordinated the bid process with the Purchasing Division of Administrative Services and the City Manager's Office. Input from other departments (City Manager, Public Works, Community Services, etc.) has been solicited as necessary. Proposal Process A request for formal proposals (RFP) was posted on the Planet Bids Vendor Portal and was emailed to eleven firms on March 30, 2018. The solicitation period was held for 33 days, with proposals due on May 1, 2018. The costs of the proposals ranged from $699,153 to $754,795. City of Palo Alto Page 2 A summary of the proposal process is outlined in the table below: Proposal Name North Ventura Coordinated Area Plan Proposed Length of Project 18 months Number of Proposal Requests Issued 11 plus RFP posted on Planet Bids Total Days to Respond to Proposal 33 days Pre -proposal Meeting Date April 11, 2018 Number of Proposals Received 4 Number of Interview Rounds 1 Proposal Price Range $699,153-$754-795 Companies Who Submitted Proposals AECOM Dyett and Bhatia Perkins+Will Placeworks The proposals were evaluated by Planning, Transportation, Public Works and City Manager's Office staff. Staff carefully reviewed each proposal in response to criteria identified in the RFP. Specific focus was placed on each firm's understanding of the coordinated area plan process, experience with similar projects and understanding of Palo Alto concerns. One round of oral interviews was held. Subsequent to the receipt of the proposals, staff has negotiated with the consultant to accommodate additional services that may be required, such as additional meetings. Accordingly, the contract includes an additional ten percent for potential additional services ($69,915) beyond the basic services ($699,153), resulting in a total of $769,068. as determined necessary by the City. Perkins+Will Staff identified Perkins+Will as the preferred consultant following the review of the written proposals and the oral interviews. Perkins+Will is an award winning interdisciplinary research - based architecture firm with architects, urban designers, landscape architects, consultants and environment experts who approach design from all scales and perspectives. The firm has over 25 offices nationally and internationally, including San Francisco, and employs more than 2,200 professionals. Perkins+Will works on a wide range of projects, including civil + cultural, corporate + commercial, healthcare, education, and science + technology. The proposal includes several subconsultants: Arup (Transportation and Parking), Plan to Place (Community Outreach and Engagement), Strategic Economics (Economics and Real Estate), BKF (Civil Engineering), and David J. Powers & Associates (Environmental). Additional information on the Perkins+Will can be found on their website: https://perkinswill.com/) Perkins+Will has extensive experience in a variety of planning efforts with a multi -stakeholder engagement strategy. They have led planning efforts for a number of specific plans within the City of Palo Alto Page 3 Bay Area, including the Warm Springs/South Fremont Community Plan, Downtown Concord Specific Plan and the Downtown and El Camino Real Menlo Park Specific Plan. They are currently working on the Downtown San Mateo Specific Plan and the City of Santa Clara Tasman East Specific Plan. There were multiple factors that guided staff in the consultant selection process. The factors included quality of the proposal, understanding of Palo Alto, experience in preparation of similar plans, and depth of knowledge. All four firms come with a variety of experience, including with Palo Alto, and had strong proposals. The Perkins+Will proposal stood above the others because it included a balanced combination that staff felt would most effectively contribute to the success of this project within a tight timeline. Perkins+Will has a strong team with experience from the policy planning level to the design of specific buildings. The team includes staff with urban design and architecture experience as well as public outreach skills, demonstrating that they can translate ideas into implementable plans. The Perkins+Will subconsultants include experienced engineering and environmental professionals who have worked on projects of various scales and urban economics experts who are deeply familiar with Palo Alto. The team proposed a data driven approach balanced with design principals that are consistent Palo Alto's Comprehensive Plan. Because this plan is intended to provide policy as well as development regulations, it is critical to have a team that can effectively work with the public, including the working group, and develop regulations that are both aspirational and economically feasible. Grant Timeline Requirements As the source of the grant is from federal funds, staff will coordinate with Caltrans, VTA and the Metropolitan Transportation Commission (MTC) for reimbursement of the cost of this effort. Caltrans will be the agency that disburses the funds. Since this involves a federal grant, the City is required to agree to a timeline consistent with the funding agency's requirements. The funding agreement will require that the project be completed no later than June 2020. Because the project is subject to the requirements of the grant program and the funding agencies, there are greater limitations on the budget and the timeline than typical City projects. There is great interest in making sure that this is a data driven process with extensive public involvement. Because the City has committed to a completion date and a specific budget, it will be important to balance the need for data collection, outreach process and other goals. While every effort will be made to provide the necessary information and opportunities for discussion, it will not be feasible for every request to be accommodated within the existing budget and timeline Resource Impact Funding for this Contract has been provided by a federal grant. In anticipation of the completion of the Comprehensive Plan Update, City staff applied for and received from the Valley Transportation Authority (VTA) a Priority Development Area (PDA) grant for the City of Palo Alto Page 4 new North Ventura Coordinated Area Plan community planning effort. T he VTA Board of Directors awarded the City a $638,000 grant in September 2017. The grant requires a local funding match of at least 11.47% of the total project cost as a condition of grant award and acceptance, and prohibits the use of grant funds for environmental analysis. The Sobrato Organization, the owner of the property currently occupied by Fry's Electronics, provided the required matching funds in the amount of $112,000 and contributed an additional $138,000 to pay for the environmental analysis that will be required for this project. The proposed contract is a portion of the expense for this project. Other expenses such as staff time are not included in the contract. The revenue from the grant and funding agreement, and corresponding expense amounts, were included in the Fiscal Year 2018 Adjusted Operating Budget for the Planning and Community Environment Department. Staff will be requesting re - appropriation of remaining funds for this project from Fiscal Year 2018 to Fiscal Year 2019. Environmental Review In accordance with the California Environmental Quality Act (CEQA) Guidelines Section 15262, a project involving only feasibility or planning studies for possible future actions which the agency has not approved, adopted, or funded does not require the preparation of an EIR or Negative Declaration but does require consideration of environmental factors. The subject project includes Council authorization for the City Manager to sign a contract for planning services that is funded through federal grants and local matching funds. The resultant coordinated area plan includes the preparation of an environmental impact report that will analyze the environmental impacts of plan implementation and address the requirements of CEQA and the National Environmental Protection Act, as applicable. Attachments: Attachment A: C18171717 Perkins Will NVCAP Contract (PDF) City of Palo Alto Page 5 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 CITY OF PALO ALTO CONTRACT NO. C18171717 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PERKINS + WILL FOR PROFESSIONAL SERVICES This Agreement is entered into on this 25th day of June, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Perkins + Will , a Delaware corporation, located at 2 Bryant Street, Suite 300, San Francisco, California, 94105 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to undertake a planning process and prepare a Coordinated Area Plan for the North Ventura area to guide the development of a walkable, mixed -use neighborhood with multifamily housing, commercial services, well-defined connections to transit, bicycle and pedestrian facilities, urban design strategies, and design guidelines to strengthen and support the neighborhood fabric and connections to transit, pedestrian, and bicycle facilities ("Project"), and desires to engage a consultant to provide services to facilitate and complete the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31 2020, unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Timely performance of services is an essential element of 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 1 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed Six Hundred Ninety Nine Thousand One Hundred Fifty Three Dollars ($699,153.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Seven Hundred Sixty Nine Thousand Sixty Eight Dollars ($769,068.00). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "SCHEDULE OF RATES," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the 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 2 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 perform Services under this Agreement. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT's errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Arup 560 Mission Street, Suite 700 San Francisco, CA. 94105 Plan to Place 524 San Anselmo Avenue, # 114 San Anselmo, CA. 94960 Strategic Economics 2991 Shattuck Avenue #203 Berkeley, CA 94705 David J. Powers & Associates 1871 The Alameda, Ste. 200 San Jose, CA. 95126 3 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 BKF Engineers 1730 North First Street, Suite 600 San Jose, CA. 95112 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 Geeti Silwal as the Principal in Charge to have supervisory responsibility for the performance, progress, and execution of the Services and Nivi Das as the Project Manager to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. CITY's project manager is Elena Lee, Planning and Community Environment Department, 250 Hamilton Avenue, Palo Alto, CA. 94303, Telephone: (650) 617-3196. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work products, including without limitation, all writings, drawings, plans, reports, specifications, calculations, data, documents, and other materials and copyright interests developed for CITY by CONSULTANT under this Agreement (collectively, "Work Products") are the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the Work Products pursuant to this Agreement shall be vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Notwithstanding any other provision of this Section, CITY acknowledges and agrees that CONSULTANT may use CONSULTANT's pre-existing intellectual property (including, without limitation, know-how and proprietary methodologies) ("Pre -Existing IP") in CONSULTANT' s provision of the services and deliverables under this Agreement, and nothing in this Agreement transfers, or is intended to transfer, ownership in CONSULTANT's Pre -Existing IP to CITY where such Pre -Existing IP is not a Work Product under this Agreement. Neither CONSULTANT nor its contractors, if any, shall make any of such Work Products 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 Products for use in or application to circumstances not contemplated by the scope of work of this Agreement. 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 4 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Agreement. SECTION 16. INDEMNITY. 16.1. This Agreement includes both design professional services as defined in Civil Code Section 2782.8 and other services. As to Claims that arise out of work performed by a design professional as defined in Civil Code Section 2782.8, the following provision shall apply: To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement. As to Claims that arise out of work performed other than by a design professional, the following provision shall apply: To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or 5 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 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, except for Professional Liability and Worker's Compensation insurance, the insurance is primary coverage and will not be canceled by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or 6 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person's race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements 7 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY's Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 8 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this 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. 9 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 27.10 All unchecked boxes do not apply to this Agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. 27.13 No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person. 10 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 CONTRACT No. C18171717 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: Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": PERKINS + WILL DocuSigned by: Gt S,LW4 6CEDD377E0684DE... Geeti silwal Principal SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 11 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 EXHIBIT "A" SCOPE OF SERVICES CONSULTANT shall perform the tasks and services set forth in this Scope of Services. Task I Project Initiation and Management Task 1.1 Project Management CONSULTANT will provide project management for all tasks detailed in this scope of services for the duration of the Agreement. CONSULTANT'S project management activities will consist of, but are not limited to: • Refine the work program in consultation with CITY to accomplish the principal activities under this Scope of Services, and refine a timeline for completing the work with milestones and deliverables consistent with the schedule in Exhibit B "Schedule of Performance". • Regularly update the work plan and timeline to reflect actual progress • Review the proposed community engagement tools and engagement strategy • Outline project goals and objectives • Identify engagement activities • Identify target demographic and interest groups and identify methods of communication and engagement • Confirm coordination, facilitation and communication responsibilities • Outline schedule, format, and resources for all engagement activities • Provide overall management of CONSULTANT team, including sub consultants • Provide oversight of budget, scope, schedule, deliverables and QA/QC • Preparen and submit a monthly invoice by task and percentage of completion that details work performed by the CONSULTANT team and identifies expense charges. Invoiced tasks related to CEQA review shall include a notation on the invoice identifying them as "CEQA review". 1.1 Interim work products • Refined work program • Refined project schedule • Monthly invoices • Community engagement strategy Task 1.1A Style Guide and Project Logo 12 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 An important first step in creating project materials will include the preparation of an identifiable brand to apply to all print and digital publications in the community engagement effort. This exercise will ensure that all materials adhere to a graphic style that community members can easily associate with the project. CONSULTANT shall create a project logo and style guide, with fonts, color schemes and other design elements. 1.1A Deliverable • Project logo and style guide, with fonts, color schemes and other design elements Task 1.2 Progress Meetings CONSULTANT will facilitate regular progress meetings (these may be conference calls or in - person, depending on agenda items) with City Staff to coordinate and report on contract matters, project progress, upcoming events and deliverables. CONSULTANT and City staff will jointly organize a kickoff meeting at the outset of the Agreement. This kickoff meeting will be for 4 hours and during this meeting the CONSULTANT team will meet with the City's project manager to establish appropriate project protocols and tour the site prior to immersing itself in the background conditions information. At the kick-off meeting CONSULTANT shall create consensus around key design and planning principles that set the foundation for the entire project and establish goals and performance targets for the project. CONSULTANT assumes weekly progress meetings between August 2018 and January 2019 while the design alternatives are being developed. CONSULTANT assumes bi-weekly check -in conference calls (February through April), while preparing the Coordinated Area Plan- Administrative Draft. Upon delivery of the Administrative Draft to City staff, progress meetings/check-in will commence on an as -needed basis to prepare for Working Group/ Decision Maker meetings as defined in Task 2.4 below and Final Plan Adoption. 1.2 Interim work products • Meeting agendas • Meeting action items Task 2 Community Engagement The City will convene all outreach events, including location, noticing, and publicizing and will prepare notices and staff reports for all public hearings and study sessions. The CONSULTANT team will be responsible for facilitating the relevant meetings, preparation of outreach/meeting materials, and associated tasks as listed below. Task 2.1 Working Group Members of the CONSULTANT team will facilitate up to nine Working Group meetings that will be open and noticed to the public. The Working Group is composed of City Council - selected community members including stakeholders, property owners, residents and business representatives. CONSULTANT will plan for one of the Working Group meetings to be combined with City Council Meeting #1 from Task 2.4 , as a joint session to select project goals. The Working Group meetings will include site walking tour, goal setting, understanding of background conditions, feedback on proposed alternatives, and participation in evaluation of 13 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 alternative concept plans. The purpose of the site walking tour will be to experience the scale of the Plan Area, provide context and explore physical constraints and opportunities. The Working Group will also serve as a conduit to the wider community and review. The potential topics to be covered at each of these meeting is listed below and referenced in the schedule. Further refinement to the topics for each meeting will be made in consultation with the City during project development. • Working Group #1 — context setting and walking tour of the Plan Area • Working Group # 2 — joint session with Decision Makers to identify project goals • Working Group # 3 — report back on Community Workshop, land use alternatives presentation, and evaluation charrette • Working Group # 4 — report back on Preferred Alternative approach guidance from Decision Makers meeting • Working Group # 5 — input on Draft Plan components • Working Group # 6 — review of Draft Plan components • Working Group # 7 — input on Final Draft and EIR Addendum • Working Group # 8 — input on Final Draft and EIR Addendum • Working Group # 9 — additional meeting, subject to City approval as an Additional Service (Note: CONSULTANT team in consultation with the City will determine the most appropriate time to conduct this meeting. The billing rates in Exhibit C-1 will apply if City authorizes this meeting as an Additional Service to be billed on a time and materials basis.) 2.1 Interim work products • Meeting agendas • Meeting action items Task 2.2 Stakeholder Meetings CONSULTANT team will facilitate and solicit feedback from key stakeholder groups at up to fifteen meetings to be arranged by City staff. Stakeholders may include, but are not limited to, those from the following sectors or interest groups: • Businesses in the plan area - including Fry's, auto repair shops, professional offices, tech companies and start-ups • Property owners • Residents from adjacent neighborhoods and resident groups (Ventura Neighborhood Association, PAN) • Representatives from organizations, including Palo Alto Forward, Asian Americans for Community Involvement (AACI), Silicon Valley Climate Action Alliance, Palo Alto Housing (http://pah.community/about-us/misson-history/) and other groups • Advocate groups (e.g., youth, affordable housing, education), such as Palo Alto Housing Corporation (non-profit, manages city's AH program), Youth Community Service, Community Working Group (https://communityworkinggroup.org/), Rotary/Lions/Kiwanis (https://www.cityofpaloalto.org/partners/service_organizations/default.asp), SV Bicycle Coalition 14 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Working with the City staff, CONSULTANT team will identify 3-5 key questions/clarifications request of the Stakeholder group to inform the development of land use alternatives. These questions will be sent to the stakeholders prior to the meeting for meaningful input during the sessions. Stakeholder meetings, when feasible, shall be grouped to solicit consolidated feedback. Stakeholders meetings outside of this on -site format will be conducted via phone. Each stakeholder meeting shall be for 30 to 40 minutes. 2.2 Interim work products • Meeting agendas including 3-5 Stakeholder questions . Meeting action items Task 2.3.A Community Workshops Members of the CONSULTANT team will facilitate two community workshops. The first community workshop will be a visioning exercise to discuss potential land use and transportation strategies. The second community workshop will be a presentation for feedback on the preferred plan. Task 2.3.B Pop -Up Workshops (support City) CONSULTANT will prepare public outreach materials based on on -going land use alternatives development to solicit broad community involvement. City staff will facilitate up to two sets of pop-up workshops or intercept meetings at two to three key locations in and around the planning area. These informal community meetings will be designed to "meet the community where they are" and facilitate discussion centered around the well -attended location and the overall planning area. The following are potential venues, locations or events pop-up workshops could be held: . CalTrain station • California Ave Farmers' Market - Sundays 9am- 1pm • College Terrace Branch Library (standalone display) CONSULTANT team will not attend the Pop-up Workshops. 2.3 Interim work products • Public outreach materials Task 2.4 Decision -Maker Meetings Members of the CONSULTANT team will attend up to four meetings or study session/hearings with elected officials and/or boards/commissions such as City Council, Architectural Review Board and Planning & Transportation Commission. The agendas and meeting minutes for these sessions will be prepared by City Staff. These meetings are anticipated to address the following topics (topics are subject to change, as determined by City): 15 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 • Decision Maker Meeting #1 — report back on existing conditions analysis and summary of Community Visioning Workshop; joint session with Working Group to identify project goals and vision. • Decision Maker Meeting #2 — report back on concept alternatives, Working Group evaluation charrette, and seek guidance on recommended preferred alternative approach. • Decision Maker Meeting #3 — report back on Working Group proposed Plan components and EIR status update; seek guidance on recommended Staff changes to the Administrative Draft Plan. • Decision Maker Meeting #4 — seek guidance on Final Coordinated Plan + Environmental Review/CEQA Clearance Note: If additional meetings are required, CONSULTANT assumes attendance by at least two CONSULTANT team members and preparation time on a time and material basis. The billing rates submitted in the fee proposal will apply for the Time and Materials authorization as an additional scope item. Task 2.5 Project Website To augment the community engagement efforts conducted via public meetings, CONSULTANT will prepare digital platforms to provide convenient access to the engagement effort for the community to share their voice and participate in the process. CONSULTANT, through its subconsultant Plan to Place, will host and prepare a wireframe for the project website to foster input from the CONSULTANT's project team and City as the foundation for a tailored project website. The website will have a distinct web address and will be optimized to ensure compatibility across different devices and translatable into different languages. The website will serve as the primary online portal for community engagement and will include: • Important project updates • Upcoming events, including a map and a timeline • Updated summaries of workshop, forums, and other meetings • Opportunities to submit ideas and subscribe to project mailing lists • Access to educational resources and materials, both existing and developed for the purpose of the outreach effort 2.5 Interim work product • Website with regular updates at key intervals Task 2.6 Mailing List In order to ensure interested individuals and parties stay looped in to project developments, CONSULTANT and City staff will maintain a mailing list, accessible via the project website and sign-up sheets and information cards at public events. E-mail campaigns will be pushed through the mailing list to notify subscribers of upcoming engagement opportunities and events. 2.6 Interim work product 16 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 • Mailing List Task 2.8 Surveys - Mobile and Online CONSULTANT will prepare a digital platform to conduct two (2) community surveys through the project website. CONSULTANT, through its subconsultant Plan to Place, will also work with Granicus the City to integrate their Communications Cloud software as a multi -channel platform to elevate, streamline and track communications efforts. The Communications Cloud also has a metrics/reporting capability to measure results and assess the input received. The tailored survey campaign will aim to reach underrepresented members of the community. Findings from these surveys will be assessed and merged with data sets from other survey resources. The surveys may also be translated and will be consistent with those distributed through the website and email to ensure a standardized set of responses. The CONSULTANT team will provide support to City staff to administer surveys through the City's existing Open City Hall platform or another alternative as appropriate. 2.8 Interim work product • Preparation of 2 surveys and summary of results Task 3 Background Conditions Task 3.1 Data Collection and Mapping The CONSULTANT team will prepare geographical information using GIS-based maps for the study area boundary and wider context, including pedestrian walkways, bikeways, transit, vehicular, parking and other transportation networks and features. The CONSULTANT team will coordinate the mapping areas and provide the final product to the City in a digital form that allows the layers of information to be easily accessed as needed. A deep understanding and consideration of the complex layers that make up our current and future urban environments is critical to the creation of great and high performance networks and places. Using an innovative approach to planning and design, the CONSULTANT team will use this information to create a smart 3D model of the site and surrounding context. This model will include site opportunities and constraints, assets and challenges. This 3D model will be critical in the analysis and representation of existing and planned conditions and will be utilized throughout the entire project for concept and alternatives development and visualizations. The GIS based map as well as the 3D model will allow the CONSULTANT to develop appropriate 2D and 3D graphic material that illustrates the existing site as well as the future functioning of the site within the physical context of the city as a whole. CONSULTANT through its transportation subconsultant ARUP will request and assemble available transportation and parking data from the City of Palo Alto and its CONSULTANT'S to establish a baseline. CONSULTANT will collect turning movement counts for up to ten intersections in and just outside the project area and selected segment volumes. These intersections will be selected based on VTA TIA requirements and will supplement intersection counts available from the VTA Congestion Management Program (CMP) monitoring system. This will include counts at up to two unsignalized intersections to facilitate 17 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 signal warrant analysis. Intersection pedestrian and bicycle counts will also be conducted at all locations. In addition, CONSULTANT will conduct parking inventory and occupancy counts, both on streets and within off-street facilities during peak times. Task 3.2 Policy Context CONSULTANT will review and analyze existing adopted plans and policies as a foundation for developing the Coordinated Area Plan, including but not limited to: • City of Palo Alto Comprehensive Plan, goals, policies and programs • City Council approved draft project goals and objectives • California Avenue Concept Study draft proposals • City of Palo Alto Masterplan for parks, trails, natural open space and recreation • Green stormwater infrastructure plan • Sustainability and climate action plan • Bike and pedestrian transportation plan • Applicable zoning and development standards • Residential off-street parking study Task 3.3 Background Conditions Analysis CONSULTANT will prepare geographical information using GIS-based maps for the Coordinated Area Planning process, including the following layers of information: • Existing land use and development patterns • Development capacity • Market rate and affordable housing • Transit and transportation, including biking and walking • Existing cultural and natural resources • Public open space and community amenities • Infrastructure systems and capacity Task 3.4 Base Maps CONSULTANT will prepare a Base Map for use in the Coordinated Area Plan. BKF will utilize information from the City to identify the sewer, storm, water and electric/gas within the Coordinated Area Plan on the base map. CONSULTANT's work on this task is based on the following assumptions: • City will provide GIS base with topography and existing property data. • City will provide the CONSULTANT team with record drawings, utility block maps and studies related to the areas infrastructure (water, wastewater, storm water/drainage, electrical, gas, communication, etc.) 18 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 • City will provide the CONSULTANT team with existing utility capacity analysis reports and studies. 3.4 Interim work product • Base Map Task 3.5 Housing Including Affordable Housing CONSULTANT through its subconsultant Strategic Economics will review the Housing Element and Comprehensive Plan to identify issues and opportunities related to housing and affordable housing. Some of the potential topics to be considered in this task could include the supply of existing market -rate and below -market -rate housing in the Plan Area, the amount of housing capacity based on zoning, estimates of the need for market -rate and affordable housing in Palo Alto based on RHNA and barriers to housing production. 3.5 Interim work product • Memo summarizing issues and opportunities for housing/affordable housing in the Plan Area Task 3.6 Market Snapshot Report CONSULTANT through its subconsultant Strategic Economics will analyze and describe current market conditions for residential, R&D/office and commercial retail uses. The analysis will focus on determining the development product types, sales prices, and/or rents that would be achievable in the North Ventura Area. Subtasks will include the following: • Residential Market Conditions — Strategic Economics will interview residential developers and brokers, summarize current rents and sales price for higher -density residential products (rental and ownership product types) in the Plan Area and identify market -supportable product types and opportunity sites for housing; and determine the likely sales prices/rents of new housing by type. • R&D/ Office — Based on employment projections, existing market reports, interviews with local brokers and/or developers, and review of office and R&D development trends, Strategic Economics will examine types of R&D and office development likely to be supportable in the Plan Area. • Retail and Restaurants - Strategic Economics will assess the demand for "soft goods" retail stores and restaurants in the Plan Area based on: city sales tax data; data on rent, vacancy, and new construction trends for retail districts in Palo Alto and neighboring cities from brokers and Costar; and interviews with local retail and mixed -use developers. The analysis will provide an understanding of the market opportunities and barriers to retail and mixed -use development in the Plan Area. The findings of the analysis will be used to develop an understanding of market -driven opportunities and constraints in the area, which will then inform development of the plan alternatives. The findings of the market snapshot will also provide key input needed for the economic feasibility analysis, implementation, and fiscal impact analysis tasks described in Tasks 4 and 5. 19 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 3.6 Interim work products • Draft Market Snapshot Memo • Final Market Snapshot Memo Task 3.7 Existing Utilities Analysis CONSULTANT through its subconsultant BKF will utilize the existing conditions base map prepared by the CONSULTANT project team to review the existing storm, sewer and water within the Coordinated Area Plan. BKF will review the existing utility sizes, condition and identify existing capacity, identifiable capacity deficiencies, identifiable utility system upgrades required, and describe the existing utility infrastructure. BKF will provide a narrative of the existing utilities, any identified deficiencies, and any identified opportunities for system upgrades or efficiencies. Based on the demand BKF can assist with recommendations on how to improve utility systems or identify future studies that may be needed to model, analyze, evaluate, and determine impacts to the systems. 3.7 Interim work product • Existing utilities summary memorandum Task 3.8 Transportation and Parking CONSULTANT through its subconsultant ARUP will review and summarize relevant transportation plans and policies. This will include documenting planned transportation infrastructure improvements that could affect accessibility to the site. CONSULTANT will utilize available data, traffic counts, and parking counts to characterize existing transportation conditions. Qualitative street characterizations of the project area based on observations will be provided. CONSULTANT will also provide a description of current transportation issues such as deficiencies that impact safety, mobility and access in the project area. CONSULTANT will identify opportunities to improve transportation to and within the site, which could include additional transit service (Caltrain and ECR corridor), safer roads and intersections and non- traditional approaches to improve mobility such as Mobility as a Service. ARUP will prepare a transportation section of the report, which will summarize policy context, existing conditions and identify issues and opportunities. This will point to potential transportation strategies that will be developed in later study phases. 3.8 Interim work product • Transportation and parking summary memorandum Task 3.9 Environmental Assessment As part of the existing conditions analysis related to natural and man-made hazards and hazardous materials (including the regional plume and affected groundwater), CONSULTANT's subconsultant DJP&A will prepare a Screening Level Phase I ESA for the area. Preparation of the Screening Level Phase I ESA includes the following: • Acquiring database reports to help establish the presence and type of contamination incidents reported in the site vicinity. 20 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 • Reviewing on-line databases (GeoTracker and Envirostor) and available documents for up to ten facilities. Based on these reviews, a figure will be prepared that will present the reported and more significant ground water contamination plumes within the site boundaries. • Reviewing aerial photos to help develop a history of the previous site uses and adjacent area. • Summarizing the anticipated site hydrogeology based on readily available public information. • Completing a brief site visit from public right-of-way to observe existing conditions and note readily observable indications of past or present activities that may have or could cause significant site contamination. 3.9 Interim work product • Screening Level Phase I ESA Note: CONSULTANT shall identify on its invoices all work performed under this subtask 3.9 with the notation "CEQA review" (in addition to describing the substantive work performed), so that these work items will be invoiced towards the $138,000 CEQA funding available for the project. Task 3.10 Opportunities and Constraints CONSULTANT will compile all data from Tasks 3.1 through 3.9 into a consolidated background conditions memo, including a narrative on existing opportunities and constraints. 3.10 Deliverable • Existing conditions memo with opportunities and constraints summary Task 4 Analysis of Options and Draft Plan Components Task 4.1 Development of Alternatives Based on information gathered during Tasks 2 and 3, CONSULTANT will work closely with City staff, stakeholders and the community to develop two land use/urban design alternatives for the study area. Test fit alternatives will be studied for these selected sites, to understand development yields and market support among other factors. For the purposes of policy discussion, environmental assessment and downtown character, the alternatives will contrast different land use compositions and development densities. Each land use alternative will include a summary of the development potential, including a list of the analysis assumptions made. Draft land use alternatives will include information about: Land uses and densities Building massing and heights Street network and connectivity Public open space and community amenities Opportunities for multi -modal improvements and accessibility 21 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Parking supply and demand Two and three dimension graphic outputs from the 3D model will be utilized to communicate the characteristics of the alternatives in an easy -to -understand format. 4.1 Deliverable • 2 Draft land use/urban design alternatives with development summary table Task 4.2 Comparison of Alternatives The alternatives will be compared to each other with respect to the goals and framework established during Tasks 2 and 3 to help illustrate the differences between the alternative proposals. The comparison will include the relative merits of the development alternatives for additional housing opportunities, including the supply of affordable housing and an analysis of potential sources for additional employment opportunities and the workforce characteristics required for such employment. Other aspects to be compared will include density and land use, distribution and amount of open space, impacts on traffic/parking and vehicle trip generation, where there are differences between the two approaches. CONSULTANT through its subconsultant ARUP will advise on two proposed street network and parking options for the project area. This will include the following: proposing initial circulation options that allow developing baseline parking projections based on different programs; proposing a suite of transportation improvements that reduce parking requirements and trip generation; advising on a street hierarchy for the site, and developing parking access recommendations. Based on alternative land use programs and street configurations, ARUP will analyze parking impacts and traffic for two land use/transportation improvement options. Parking demand will be calculated using a spreadsheet model, taking into account proposed driving reduction measures, feeding back into site parking design. The projected demand for each alternative will be compared with Palo Alto's current parking requirements and any available findings of its residential off-street parking study, and parking ratios appropriate for the site will be recommended. Traffic Analysis To estimate traffic impacts ARUP will take both a traditional intersection impact approach and conduct a Vehicles Miles Travelled (VMT) analysis. For the former we will utilize a Traffix modeling software to determine impacts on no more than ten (10) key intersections in and around the project area based on alternative land use programs and proposed alternative transportation infrastructure and services, and using the results to determine what if any traffic infrastructure upgrades would be required for each option. This evaluation is to be distinguished from the anticipated project -level Traffic Impact Analysis (TIA), which is described in Task 6.1. This analysis will nonetheless establish background and cumulative conditions, using assumptions from the Comprehensive Plan and VMT's regional model, and evaluate the impact of each land use alternative on key intersection Level of Service (LOS). It will also serve as the basis for developing the project TIA. Vehicle Miles Travelled Analysis ARUP will perform a VMT analysis consistent with State guidelines to compare the regional impact of the two alternatives. This is consistent with the approach taken in the Comprehensive Plan. 22 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Fiscal Impact Study CONSULTANT through its subconsultant Strategic Economics will estimate the fiscal impact of development in the Plan Area. The analysis will estimate the fiscal impact of potential future development scenarios compared to the baseline existing conditions on the City of Palo Alto's General Fund. The fiscal study will estimate the potential change in operating revenues and expenditures resulting from projected growth in residential, office/R&D and retail land uses. Strategic Economics will analyze the property tax, sales tax, and other major sources of General Fund revenues generated by the development in the Draft Plan, compared to the existing land uses. After conducting interviews with key City departments including Police, Fire, Public Works, Parks and Recreation, Strategic Economics will calculate the increase in General Fund expenditures for providing services to new residents and employees under each scenario. Based on the results of the fiscal assessment, Strategic Economics will determine whether the estimated public revenues would offset increases in the cost of public services to serve new development. Infrastructure CONSULTANT through its subconsultant BKF will compare water and wastewater demand calculations for the two alternatives. BKF will also provide an infrastructure cost estimate based on the preferred concept plan/program, including: proposed utilities, hardscape, roadway improvements and storm water treatment. BKF will provide this pricing as a supplement to the project cost estimator. The estimated cost will represent the level of information known at that time, and will be used as an indicator of overall costs, for use in the project evaluation/cost estimate by the CONSULTANT project team. Any Incompatibilities with Existing Policies CONSULTANT will prepare a commentary on the extent to which any aspect of the two alternatives deviate from current City policies and ordinances. Where appropriate, CONSULTANT will comment on the restrictions imposed by existing policies and offer suggestions for any changes necessary to facilitate the proposals. Evaluation charrette CONSULTANT will prepare the above referenced analyses in advance of, and for review and discussion, at an all -day `evaluation charrette'. The first half of the day will include the City Staff and relevant members of the CONSULTANT design team to discuss with the Working Group on the relative merits of the two alternatives and will constitute one of the six contracted Working Group meetings. The second half of the day will include City Staff and relevant members of the CONSULTANT design team to discuss the findings of the morning session, review the CONSULTANT team analyses, and agree on methodology for selecting a preferred alternative for carrying forward to a Decision -Makers meeting. Depending on City staff and Working Group availability, the two half days may not be held on the same day. The preferred scheme could be one of the two alternatives or a hybrid of the most favorable aspects of the two (to the extent possible). Members of the CONSULTANT design team will summarize this charrette for the benefit of the meeting with the Decision -Makers Meeting #2. 4.2 Deliverables • Comparative summary memo of the alternatives (Urban Design, Traffic, Economics, Infrastructure) 23 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Task 5 Draft Coordinated Area Plan Task 5.1 Preferred Concept Plan and Program Based on comments from the Working Group, stakeholders, and direction from City staff and Decision -Makers, the CONSULTANT team will refine the preferred concept plan for the North Ventura Coordinated Area Plan. The preferred concept plan will serve as the basis for the preparation of Development Standards, Design Criteria and the Coordinated Area Plan Report. 5.1 Deliverable • Preferred concept plan and program Task 5.2 Draft Coordinated Area Plan Report The CONSULTANT team will work with City staff to confirm an agreed outline and Table of Contents for the Coordinated Area Plan and will then prepare a Draft Report for review by City staff and stakeholders. The Draft Report will incorporate the preferred plan, programs and guidelines prepared in the previous task. As necessary, the Coordinated Area Plan Report will include supporting plans, diagrams, sketches and pictures to convey, illustrate and exemplify Coordinated Area Plan content. The proposed schedule allows for one review of the Administrative Draft Plan by City staff. One set of consolidated comments will be submitted by the City to the CONSULTANT team after review of the Administrative Draft Plan. CONSULTANT will present the preferred plan to the Working Group, and Decision -Makers and will facilitate one community workshop to solicit community reaction to the development of the preferred plan. The draft and final Coordinated Area Plan Report will include the following sections. Land use The report will illustrate the distribution, location and intensity of land uses, including industrial, office, retail, entertainment, residential, community amenities, public open space and parking supply within the study area. Transportation CONSULTANT through its subconsultant ARUP will further develop transportation infrastructure, services and programs for the preferred option, describing these using narratives, mapping and typical cross -sections and plans. ARUP will advise in the development of design guidelines for streets and other transportation infrastructure (e.g., bike/ped paths, transit stops). Utilities and Infrastructure CONSULTANT through its subconsultant BKF will prepare utility demand forecasts for the Coordinated Area Plan, based on land uses supplied by CONSULTANT to determine if the 24 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 current infrastructure is able to accommodate the proposed land uses and infrastructure presented as part of the Coordinated Area Plan. BKF will also contact utility providers with required project utility demands to verify existing capacities or required changes to the utility infrastructure to meet the demand. Development Standards and Design Criteria The CONSULTANT team will prepare Development Standards and Design Criteria for the private and public realms. These standards and criteria will "implement" and reinforce the preferred plan, focusing on the desired character of the Coordinated Area Plan. Such a framework will focus on the character, function and needs of the district, in particular the linkages between activity nodes and the character and needs of the public realm, pedestrian paths and building heights and orientation that frame and structure the streets. The standards and criteria will speak to both the built form and lands and character of the study area. CONSULTANT will consider the changing urban fabric, land use, density, open space, connections to adjacent areas, neighborhood transitions, circulation, sustainability and streets. Architectural design requirements will address street design and hierarchy, building design including streetwall and setbacks, public and private open spaces, street furniture such as fences, arcades, sidewalk treatments etc. and concept design of parking areas. Specific building types, such as community centers, if included in the preferred plan, will also be addressed. The guidelines will provide direction to private and public entities making improvements in the area and will be folded in the final report. 5.2 Deliverables • Draft Coordinated Area Plan Report • Final Coordinated Area Plan Report Task 5.3 Financial Feasibility and Economic Analysis Working closely with the City CONSULTANT through its subconsultant Strategic Economics will build a pro forma model that measures the economic feasibility of building prototypes that exemplify the range of land uses and development products envisioned in the Draft Plan. The land uses will likely include R&D/office, mixed -use, and residential. The building prototype inputs (height, unit sizes, parking, etc.) will be developed in close coordination with CONSULTANT. The market inputs will be based on the market analysis in Task 3.6 and vetted with developers active in Palo Alto and neighboring cities. The analysis will be structured to provide information about the economic incentives and disincentives to build the types of development products that are desired in the Plan Area, and the potential for private development to help fund infrastructure improvements in the Plan Area. In addition to the economic feasibility analysis, Strategic Economics will also provide a summary of the potential economic benefits of public infrastructure investments based on a review of existing literature and studies measuring the property value increases related to public realm and infrastructure improvements. 5.3 Deliverables • Draft Financial Feasibility and Economic Analysis Memo • Final Financial Feasibility and Economic Analysis Memo 25 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Task 5.4 Funding and Financing Implementation Strategy CONSULTANT through its subconsultant Strategic Economics will contribute to the implementation strategy for the North Venture Comprehensive Area Plan, focusing on identifying the funding sources and financing tools available to implement the infrastructure improvements identified in the Draft Plan. The strategy will incorporate the findings of the financial feasibility analysis to establish whether private developers and property owners could potentially contribute to necessary improvements. Based on the analysis, Strategic Economics will provide recommendations on using property -based financing tools like community facilities districts (CFDs), tax increment financing (TIF), benefit assessment districts, and other similar mechanisms. Strategic Economics will also identify available state and regional grants to help fund infrastructure improvements in the Plan Area. 5.4 Deliverables • Draft Funding and Financing Strategy Memo • Final Funding and Financing Strategy Memo Task 6 Task 6.1 As of the effective date of this Agreement, the City anticipates that an Addendum to the Comprehensive Plan Final Environmental Impact Report (2017) would be the appropriate level of environmental review for the North Ventura Coordinated Area Plan. CONSULTANT's subconsultant DJP&A will review the development assumptions and findings of the Comprehensive Plan Final Environmental Impact Report (2017) and assist as needed in preparing the existing conditions analysis. All this data will be compared to the Draft Plan for the North Ventura Coordinated Area Plan to determine the need for additional technical analyses and whether a different course of CEQA review may be appropriate. If it is deemed that an Addendum is the appropriate level of clearance, the subconsultant shall prepare the Addendum and all required documentation. If potential issues are found that could require an Initial Study/Mitigated Negative Declaration (IS/MND) or Supplemental Environmental Impact Report (SEIR), meaning the proposed plan would result in new or more significant impacts than were identified in the Comprehensive Plan Final Environmental Impact Report (2017), DJP&A would notify the City immediately to determine next steps. Once a final determination is made on the level of environmental review required, DJP&A would prepare the necessary analysis based on new technical analyses (as warranted) and existing data. DJP&A and ARUP will assist with the preparation of the background conditions analysis for the following resource areas as this data would most likely be required for the environmental review: • Traffic, parking, transit, bicycle, and pedestrian facilities and demand • Cultural and natural resources • Natural and man-made hazards and hazardous materials, including the regional plume and affected groundwater 26 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 • Parks, community centers, schools and other public facilities and conditions Consistent with the Comprehensive Plan, ARUP will provide for this amendment both a traditional the Level of Service (LOS) Traffic Impact Analysis (TIA) and a projection of project -generated VMT technical memorandum, utilizing the Synchro Analysis in task 4.2. This will be a multimodal approach, focusing not only on traffic but also transit, bicycle and pedestrian connectivity, convenience, and safety. Transportation impacts will be analyzed in accordance with the standards and methodologies found in VTA's Transportation Impact Analysis Guidelines. It is assumed that TIA trip threshold of 100 or more net new peak hour trips will be met. The following scenarios will be analyzed: • Existing • Existing plus Project • Background • Background plus Project • Cumulative • Cumulative plus Project It is assumed that signal warrant analyses for up to two currently unsignalized intersections will be conducted. The TIA may include the following optional tasks: • Impact analysis of four freeway segments and eight freeway ramps • Local street traffic volume impact analysis using the TIRE methodology for up to four residential street segments • Bus transit service delay/quality of service analysis These optional tasks will be considered outside of scope and billed at time and materials using ARUP rates in Exhibit . DJP&A will review the proposed project in relation to the findings of the Screening Level Phase I ESA under Task 3.9, to determine potential impacts/mitigation measures. DJP&A will prepare Technical Environmental Reports analyzing the draft Coordinated Area Plan for all topics as warranted (and if not covered by the Comprehensive Plan EIR). These may include, but not be limited to, CEQA issues such as transportation (LOS and VMT); air quality; noise; soils and groundwater (i.e., related to the existing plume and groundwater issues); and greenhouse gas emissions and at least one non-CEQA issue: parking. Note: CONSULTANT shall identify on its invoices all work performed under Task 6 with the notation "CEQA review" (in addition to describing the substantive work performed), so that these work items will be invoiced towards the $138,000 CEQA funding available for the project. Task 7 Hearings and Coordinated Area Plan Adoption Task 7.1 Hearings 27 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Members of the CONSULTANT team will attend one hearing by the Planning and Transportation Commission and up to two hearings by the City Council to present the plan for adoption. Task 7.2 Adopted Plan CONSULTANT will prepare and submit the final Coordinated Area Plan in both an editable digital and a PDF format upon adoption by the City Council. Note: For additional meetings that may be required CONSULTANT team assumes attendance by at least two personnel and preparation time on a time and material basis. The billing rates in Exhibit B will apply for the Time and Materials authorization upon approval by the City as an Additional Service. Task 8 Additional Services In addition to the meetings noted in Tasks 2 and 7, additional services that may be included under this contract include: 1. Additional Working Group Meetings (Task 2.1) 2. Additional Decision Maker and public Hearings, such as City Council Finance or Policy and Services Committees (Tasks 2.4 and 7.1) 28 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement (See following Page, Attachment A). 29 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 NORTH VENTURA COORDINATED AREA PLAN ATTACHMENT "A" PROPOSED SCHEDULE / June 12, 2018 Tasks 1. PROJECT INITIATION + MANAGEMENT Kickoff Meeting + Site Tour Project Management 2. COMMUNITY ENGAGEMENT Working Group Meetings (9) Stakeholder Meetings (15) Community Workshops (2) Decision Maker Meetings (4) Pop-up Workshops Support (2) 3. BACKGROUND CONDITIONS Data Collection Analysis 2018 Months AUG SEP OCT NOV DEC Existing Conditions Combined Walk Tour session: Goal Back-to-back Setting meetings Visionin Workshop Exisitng Conditions Memo 4. ANALYSIS OF OPTIONS + DRAFT PLAN COMPONENTS Development of Alternatives Comparison of Alternatives 5. DRAFT COORDINATED AREA PLAN Preferred Plan + Program Coordinated Area Plan Report 0 • 0 Financial Feasibility+ Economic Analysis + Funding Strategy 6. TECHNICAL ANALYSIS + EIR Technical Reports Administrative Draft EIR Addendum Final EIR Addendum 7. HEARINGS + ADOPTION Planning + Transportation Commission City Council Adoption Hearing KEY DELIVERABLES Note: Any changes to the schedule beyond the 18 -months proposed will be re-evaluated for time and effort. Draft Existing Conditions Memo 0 2019 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Alternatives Evaluation Report Back Charette on Preferred Alternative Review of Approach• ♦ Draft Plan Components Preferred T0Alternative Workshop City Review Reserve Meeting Final Draft ♦Plan Review• . City Review • 1 Land Use Concept Alternatives Preferred Administrative Alternative Draft Coordinated Area Plan Draft EIR Addendum a 0 2020 JAN FEB • Adopted Plan + EIR Addendum DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 (Project Coordination and Management) Task 2 (Community Engagement) Task 3 (Background Conditions) Task 4 (Analysis of options and draft plan components) Task 5 (Draft Coordinated Area Plan) Task 6 (Technical analyses and EIR) $76,967.00 $101,282.00 $129,509.00 $118,428.00 $154,638.00 $87,177.00 Task 7 (Hearings and adoption) $29,652.00 Sub -total Basic Services $697,653.00 Reimbursable Expenses (other Direct Cost) $1,500.00 Total Basic Services and Reimbursable expenses $699,153.00 30 01'40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Additional Services (Not to Exceed) Maximum Total Compensation REIMBURSABLE EXPENSES $69,915.00 $769,068.00 The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY' s project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. 31 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 EXHIBIT "Cl" SCHEDULE OF RATES Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18 -Jun -18 PERKINS+WILL TEAM Perkins+Will Silwal Ass. Principal $ 248.26 Das PM $ 181.86 Hall Sr. Designer $ 186.59 Chambers UD3 $ 151.78 Cleveland LA2 $ 126.43 Total hours Subtotal labor Other Direct Costs TOTAL Task 1: Project Coordination and Management Task 1.1 Project Management 8 100 108 $20,172 $100 $20,272 Task 1.IA Style Guide and Project Logo $0 $0 Task 1.2.1 Kick-off meeting 8 8 8 8 32 $6,148 $100 $6,248 Task 1.2.2 Progress meetings 24 96 24 144 527,060 527,060 Task Total 40 204 8 32 0 284 553,380 5200 $53,580 Task 2: Community Engagemant Task 2.1 Working group meetings 10 40 70 120 $20,571 $100 $20671 Task 2.2 Stakeholder meetings 20 32 52 $8,589 $8,589 Task 2.3A Community workshops 16 16 40 72 510,471 $600 511,071 Task 2.38 Pop-up workshops 4 4 5727 $727 Task 2.4 Decision Maker meetings 8 40 48 $9,450 59,450 Task 2.6 Project website 4 4 $727 $727 Task 2.7 Mailing list. 4 4 $727 $727 Task 2.8 Surveys (management/coordination only) 8 24 32 $5,098 55,098 Task Total 18 20 116 142 40 336 $56,360 5700 557,060 Task 3: Background Conditions Task 3.1 Data collection and mapping 8 14 20 40 82 512,691 $200 512,891 Task 3.2 Policy context 6 16 24 46 58,118 58,118 Task 3.Background conditions analysis 8 12 25 40 85 513,077 513,077 Task 3.4 Base maps 16 40 56 57,486 $7,486 Task 3.5 Housing including affordable housing 1 1 $182 5182 Task 3.6 Market Snapshot 1 1 5182 5182 Task 3.7 Existing utilities analysis 1 1 5182 5182 Task 3.8 Transportation and parking 2 2 $364 $364 Task 3.9 Screening Level Phase 1 ESA 1 1 5182 5182 Task 3.10 Opportunities and constraints 6 1 16 24 40 87 513,357 5100 513,457 Task Total 28 7 58 109 160 362 555,819 5300 556,119 Task 4: Analysis of options and draft plan components Task 4.1 Development of alternatives 16 4 32 80 120 252 $37,984 $100 $38,084 Task 4.2 Comparison of Alternatives 8 4 16 24 32 84 513,387 513,387 Task Total 24 8 48 104 152 336 551,372 5100 551,472 Task 5: Draft Coordinated Area Plan Task 5.1 Preferred concept plan and program 8 4 16 80 120 228 533,013 $33,013 Task 5.2 Draft Coordinated area plan Report 16 8 32 160 160 242 $55,912 555,912 Task 5.3 Financial Feasibility and Economic Analysis 4 4 $727 $727 Task 5.4 Funding and Financing Implementation Strategy 4 4 $727 $727 Task Total 24 20 48 240 280 478 $90,379 $0 $90,379 Task 6: Technical analyses and DR Task 6.1 Technical analyses and EIR addendum 20 20 $3,637 $3,637 Task Total Task 7: Hearings and adoption 0 20 0 0 0 20 $3,637 50 $3,637 Task 7.1 Hearings 4 24 28 $5,471 $5,471 Task 7.2 Adopted plan + Final Report 4 8 42 40 94 513,918 5200 514,118 Task Total 8 0 32 42 40 122 519,389 5200 519,589 Subtotal All 142 279 310 669 672 $330,337 51,500 5331,837 32 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18 -Jun -18 PERKINS+WILL TEAM Srivastava Principal $ 192.00 Braun Sr Associate $ 121.00 St -Louis Associate $ 94.00 Reifsnyde Analyst $ 89.00 Total hours Subtotal labor Other Direct Costs TOTAL Task 1: Project Coordination and Management Task 1.1 Project Management Task 1.1A Style Guide and Project Logo Task 1.2.1 Kick-off meeting 4 4 8 $1,252 $1,252 Task 1.2.2 Progress meetings Task Total 4 4 0 0 0 8 $1,252 $1,252 Task 2: Community Engagemant Task 2.1 Working group meetings 4 6 10 $1,494 $1,494 Task 2.2 Stakeholder meetings 2 2 $626 $626 Task2.3ACommunityworkshops 6 6 $726 $726 Task 2.3B Pop-up workshops $0 Task 2.4 Decision Maker meetings 6 6 $1,152 $1,152 Task 2.6 Project website $0 Task 2.7 Mailing list $0 Task 2.8 Surveys (management/coordination only) $0 Task Total 12 14 0 0 0 22 $3,998 $3,998 Task 3: Background Conditions Task 3.1 Data collection and mapping Task 3.2 Policy context Task 3.Background conditions analysis Task 3.4 Base maps Task 3.5 Housing including affordable housing 4 8 16 8 36 $3,952 $3,952 Task 3.6 Market Snapshot 10 56 90 30 186 $19,826 $19,826 Task 3.7 Existing utilities analysis Task 3.8 Transportation and parking Task 3.9 Screening Level Phase 1 ESA Task 3.10 Opportunities and constraints Task Total 14 64 106 38 0 222 $23,778 $23,778 Task 4: Analysis of options and draft plan components Task 4.1 Development of alternatives Task 4.2 Comparison of Alternatives 10 50 60 24 144 $15,746 $15,746 Task Total 10 50 60 24 0 144 $15,746 $15,746 Task 5: Draft Coordinated Area Plan Task 5.1 Preferred concept plan and program Task 5.2 Draft Coordinated area plan Report Task 5.3 Financial Feasibility and Economic Analysis 28 52 100 15 195 $22,403 $22,403 Task 5.4 Funding and Financing Implementation Strategy 12 30 50 92 $10,634 $10,634 Task Total 40 82 150 15 0 287 $33,037 $33,037 Task 6: Technical analyses and EIR Task 6.1 Technical analyses and EIR addendum Task Total Task 7: Hearings and adoption 0 0 0 0 0 0 $0 $0 Task 7.1 Hearings Task 7.2 Adopted plan + Final Report Task Total 0 0 0 0 0 0 $0 $0 Subtotal All $77,811 $1,500 $79,311 Strategic Economics 33 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18 -Jun -18 PERKINS+WILL TEAM BKF North $ VP 212.00 Stanley $ PM 197.00 $ Engineer 168.00 $ Engineer 148.00 $ Engineer 129.00 Total hours Subtotal labor Other Direct Costs TOTAL Task 1: Project Coordination and Management Task 1.1 Project Management 0 $0 $0 Task 1.1A Style Guide and Project Logo Task 1.2.1 Kick-off meeting 3 3 $636 $100 $736 Task 1.2.2 Progress meetings 0 $0 Task Total 3 0 0 0 3 $636 $100 $736 Task 2: Community Engagemant Task 2.1 $0 0 $0 $0 Task 2.2 Stakeholder meetings 0 $0 Task 2.3BPop 0 $0 $0 up oy shopsworkshops Task 2.3B Pop-up workshops Task 2.4 Decision Maker meetings 0 $0 $0 Task 2.6 Project website 0 $0 $0 Task 2.7 Mailing list 0 $0 $0 Task 2.8 Surveys (management/coordination only) Task Total 0 0 0 0 0 $0 $0 $0 Task 3: Background Conditions $0 Task 3.1 Data collection and mapping 0 $0 $0 Task 3.2 Policy context 0 $0 $0 Task 3.Background conditions analysis 0 $0 $0 Task 3.4 Base maps 2 4 6 12 8 32 $5,028 $211 $5,239 Task 3.5 Housing including affordable housing 0 $0 $0 Task 3.6 Market Snapshot 0 $0 $0 Task 3.7 Existing utilities analysis 1 2 6 8 12 29 $4,346 $4,346 Task 3.8 Transportation and parking 0 $0 $0 Task 3.9 Screening Level Phase 1 ESA $0 Task 3.10 Opportunities and constraints 1 2 8 6 9 26 $3,999 $200 $4,199 Task Total 4 8 20 26 29 87 $13,373 $411 $13,784 Task 4: Analysis of options and draft plan components $0 Task 4.1 Development of alternatives 0 $0 $0 Task 4.2 Comparison of Alternatives 2 4 8 12 10 36 $5,622 $5,622 Task Total 2 4 8 10 36 $5,622 $0 $5,622 Task 5: Draft Coordinated Area Plan 0 $0 Task 5.1 Preferred concept plan and program 0 $0 $0 Task 5.2 Draft Coordinated area plan Report 4 8 6 8 20 46 $7,196 $300 $7,496 Task 5.3 Financial Feasibility and Economic Analysis 1 2 6 8 12 29 $4,346 $4,346 Task 5.4 Funding and Financing Implementation Strategy 0 $0 $0 Task Total 5 10 12 16 32 75 $11,542 $300 $11,842 Task 6: Technical analyses and EIR 0 $0 Task 6.1 Technical analyses and EIR addendum 0 $0 $0 Tas Task 7: Hearings and adoption k 0 0 0 0 0 $0 $0 $0 0 $0 Task 7.1 Hearings 0 $0 $0 Task 7.2 Adopted plan Final Report 0 $0 $0 Task Total 0 0 0 0 0 $0 50 $0 0 50 Subtotal All $31,173 $811 $31,984 34 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18- Jun -18 PERKINS+WILL TEAM ARUP Chazan Principal $ 318.00 Hrones PM $ 192.00 Yamasaki Planner $ 130.00 Walker Engineer $ 130.00 Total hours Subtotal labor Other Direct Costs TOTAL Task 1: Project Coordination and Management Task 1.1 Project Management 1 30 31 $6,078 $6,078 Task 1.1A Style Guide and Project Logo M Task 1.2.1 Kick-off meeting 8 8 $1,536 $1,536 Task 1.2.2 Progress meetings 0 $0 $0 Task Total 1 38 0 0 39 $7,614 $0 $7,614 Task 2: Community Engagemant Task 2.1 Working group meetings 0 $0 40 40 $7,680 $7,680 Task 2.2 Stakeholder meetings 9 9 $1,728 $1,728 Task2.3ACommunityworkshops 8 12 20 $3,096 $3,096 Task 2.38 Pop-up workshops Task 2.4 Decision Maker meetings 0 $0 $0 Task 2.6 Project website 0 $0 $0 Task 2.7 Mailing list 0 $0 $0 Task 2.8 Surveys (management/coordination only) Task Total 0 57 12 0 69 $12,504 $0 $12,504 Task3: Background Conditions 0 $0 Task 3.1 Data collection and mapping 4 20 24 $3,368 $3,368 Task 3.2 Policy context 2 4 12 $904 $904 Task3.Backgroundconditionsanalysis 8 20 28 $4,136 54,136 Task 3.4 Base maps 0 $0 $0 Task 3.5 Housing including affordable housing 0 $0 $0 Task 3.6 Market Snapshot 0 $0 $0 Task 3.7 Existing utilities analysis 0 $0 $0 Task 3.8Transportation and parking 4 20 24 $3,368 $5,500 $8,868 Task 3.9 Screening Level Phase 1 ESA Task 3.10 Opportunities and constraints 16 16 32 $5,152 $5,152 Task Total 0 34 80 0 120 516,928 $5,500 $22,428 Task 4: Analysis of options and draft plan components 0 $0 Task 4.1 Development of alternatives 2 12 40 54 $8,140 58,140 Task 4.2 Comparison of Alternatives 2 36 50 180 268 $37,448 $37,448 Task Total 4 48 90 180 322 $45,588 $0 $45,588 Task 5: Draft Coordinated Area Plan 0 $0 Task 5.1 Preferred concept plan and program 0 $0 $0 Task 5.2 Draft Coordinated area plan Report 40 70 20 130 $19,380 519,380 Task 5.3 Financial Feasibility and Economic Analysis Task 5.4 Funding and Financing Implementation Strategy 0 $0 $0 Task Total 0 40 70 20 130 $19,380 $0 $19,380 Task 6: Technical analyses and EIR 0 $0 Task. 6.1 Technical analyses and EIR addendum 20 120 140 $19,440 $19,440 Task Total Task 7: Hearings and adoption 0 20 0 120 140 $19,440 $0 $19,440 0 $0 Task 7.1 Hearings $0 $0 Task 7.2 Adopted plan + Final Report 6 24 24 54 $7,392 $7,392 Task Total 0 6 24 24 54 $7,392 $0 $7,392 0 $0 $0 Subtotal All $128,846 $5,500 $134,346 35 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18 -Jun -18 PERKINS+WILL TEAM Plan 2 Place Javid Principal Other P $ 180.00 Chambers Outreach $ 120.00 Syka Design $ 80.00 Totalhours Subtotallabor Direct Costs TOTAL Task 1: Project Coordination and Management Task 1.1 Project Management 12 4 4 20 $2,960 $50 $3,010 Task 1.lAStyle Guide and Project Logo 8 52 $5,600 $235 $5,835 Task 1.2 .1 Kick-off meeting 8 8 $1,440 $50 $1,490 Task 1.2.2 Progress meetings 0 $0 Task Total 28 4 56 28 $10000 $335 $10,335 Task 2: Community Engagemant Task 2.l Working group meetings 24 24 $4,320 $200 $4,520 Task 2.2 Stakeholder meetings 0 $0 Task2.3ACommunityworkshops 24 24 $4,320 $200 $4,520 Task 2.3B Pop-up workshops $0 $0 Task 2.4 Decision Maker meetings $0 _ $0 Task 2.6 Project website 16 4 102 122 $11,520 $200 $11,720 Task 2.7 Mailing list 8 4 24 36 $3,840 $200 $200 $4,040 Task 2.8 Surveys (management/coordination only) 8 16 24 $2,720 $2,920 Task Total 80 8 142 230 $26,720 51,000 $27,720 Task 3: Background Conditions Task 3.1 Data collection and mapping 0 $0 $0 Task 3.2 Policy context 0 $0 $0 Task 3.Background conditions analysis 0 $o $0 Task 3.4 Base maps 0 $0 $0 Task 3.5 Housing including affordable housing 0 $0 $0 Task 3.6 Market Snapshot 0 $0 $0 Task 3.7 Existing utilities analysis 0 $0 $0 Task 3.8 Transportation and parking 0 $0 $o Task 3.9 Screening Level Phase 1 ESA Task 3.10 Opportunities and constraints 0 $0 $0 TaskTotal 0 0 0 0 $0 $0 $0 Task 4: Analysis of options and draft plan components Task 4.1 Development of alternatives 0 $0 $0 Task 4.2 Comparison of Alternatives Task Total 0 0 0 0 $0 $0 $0 Task 5: Draft Coordinated Area Plan Task 5.1 Preferred concept plan and program 0 $0 $0 Task 5.2 Draft Coordinated area plan Report 0 $0 $0 Task 5.3 Financial Feasibility and Economic Analysis Task 5.4 Funding and Financing lmplementation Strategy 0 $0 $0 Task Total 0 0 0 0 $0 $0 $0 Task 6: Technical analyses and EIR Task 6.1 Technical analyses and EIR addendum 50 $0 TaskTotal Task 7: Hearings and adoption 0 0 0 0 $0 $0 $o Task 7.1 Hearings 0 $0 $0 Task 7.2 Adopted plan + Final Report 0 $0 $0 Task Total 0 0 0 0 $0 $0 $0 Subtotal All $36,720 $1,335 $38,055 36 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Cost Proposal Form Palo Alto North Ventura Coordinated Area Plan 18-1un-18 PERKINS+WILL TEAM David 1 Powers and Associates TEAM TOTAL George Principal $ 250.00 Lisenbee $ 195.00 Total hours Subtotal labor Other Direct Costs TOTAL Task 1: Project Coordination and Management 531,030 $5,835 513,042 $27,060 Task 1.1 Project Management 2 6 8 $1,670 $1,670 Task 1.1A Style Guide and Project Logo Task 1.2.1 Kick-offmeetin: 4 4 8 51,780 $1,780 Task 1.2.2 Progress meetings Task Total 6 10 16 53,450 $3,450 $76,967 Task 2: Community Engagemant Task 2.1 Working group meetings $0 $34,365 510,943 $19,413 $727 510,602 512,447 $4,767 $8,018 Task 2.2 5takeholder meetings Task 2.3A Community workshops Task 2.38 Pop-up workshops Task 2.4 Decision Maker meetings Task 2.6 Project website Task 2.7 Mailing list Task 2.8 Surveys (management/coordination only) Task Total 0 0 0 $0 $0 $0 $101,282 Task 3: Background Conditions $0 $17,819 $9,022 521,053 512,725 54,134 $20,008 $4,528 $9,232 58,182 $22,808 Task 3.1 Data collection and mapping 8 8 $1,560 $1,560 Task 3.2 Policy context Task3.Backgroundconditionsanalysis 6 12 18 $3,840 $3,840 Task 3.4 Base maps Task 3.5 Housing including affordable housing Task 3.6 Market Snapshot Task 3.7 Existing utilities analysis Task 3.8 Transportation and parking Task 3.9 Screening Level Phase 1 ESA $8,000 $8,000 Task 3.10 Opportunities and constraints Task Total 6 20 26 $5,400 $8,000 513,400 5129,509 Task 4: Analysis of options and draft plan components $0 $46,224 $72,203 Task 4.1 Development of alternatives Task 4.2 Comparison of Alternatives Task Total 0 0 0 $0 $0 $0 $118,428 Task 5: Draft Coordinated Area Plan $0 $33,013 $82,788 $27,476 $11,361 Task 5.1 Preferred concept plan and program Task 5.2 Draft Coordinated area plan Report Task 5.3 Financial Feasibility and Economic Analysis Task 5.4 Funding and Financing Implementation Strategy Task Total 0 0 0 $0 $0 $0 5154,638 Task 6: Technical analyses and EIR $0 587,177 Task 6.1 Technical analyses and EIR addendum 30 100 130 $27,000 $37,100 $64,100 Task 7: Hearings and adoption Task Total 30 100 130 $27,000 $37,100 $64,100 $87,177 $0 $8,141 521,510 Task 7.1 Hearings 6 6 12 $2,670 $2,670 Task 7.2 Adopted plan + Final Report Task Total 6 6 12 $2,670 $0 $2,670 $29,651 $0 Subtotal All $38,520 $45,100 $83,620 $699,153 37 of40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 Additional Service $69,915 Total Not To Exceed Amount $769,068 NOTE #1 All expenses related to in-house printing of materials are estimated as 'OTHER DIRECT COSTS' and are billed at 100% without mark-up NOTE #2 David J Powers and Associates 'OTHER DIRECT COSTS' for Task 3.9 and 6.1 included specialist technical sub -consultants NOTE #3 ARUP 'OTHER DIRECT COSTS' for Optional Task 3.8 included traffic count sub -consultant NOTE #4 See separtae matrix for P+W labor rates and breakdown of overhead elements NOTE #5 All funding related to environmental/CEQA related tasks (Task 3.9 and all tasks under Task 6) will charged towards $138,000 in funding for environmental review 38 of40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), PER CLAIM AND IN THE AGGREGATE 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. 1. INSURANCE COVERAGE MUST INCLUDE: A. EXCEPT FOR PROFESSIONAL LIABILITY AND WORKERS' COMPENSATION COVERAGE, A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. 39 of 40 DocuSign Envelope ID: 09A94C4E-BEFA-40EA-8965-9B46E91093E2 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: //W W W.PLANETBID S.COM/PORTAL/PORTAL.CFM? C OMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP 40 of 40 CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR June 25, 2018 The Honorable City Council Palo Alto, California Policy and Services Recommendation to Accept the Continuous Monitoring Audit: Overtime The Office of the City Auditor recommends acceptance of the Continuous Monitoring Audit: Overtime. At its meeting on September 20, 2017, the Policy and Services Committee approved and unanimously recommended that the City Council accept the report. The attached report includes updates to reflect the Administrative Services Department's agreement with both recommendations, as discussed at the Policy and Services Committee meeting. The City Auditor's report to the Policy and Services Committee and the transcript minutes are available on the City's Policy and Services Committee website. Respectfully submitted, Harriet Richardson City Auditor ATTACHMENTS: • Attachment A: Continuous Monitoring Audit: Overtime (PDF) Department Head: Harriet Richardson, City Auditor Page 2 Attachment A 0 CITY OF PALO ALTO Continuous Monitoring Audit: Overtime September 6, 2017 Office of the City Auditor Harriet Richardson, City Auditor Steve Hendrickson, Management Specialist Yuki Matsuura, Senior Performance Auditor Attachment A Page intentionally left blank for double -sided printing Attachment A CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR EXECUTIVE SUMMARY Continuous Monitoring Audit: Overtime September 6, 2017 PURPOSE OF THE AUDIT The purpose of this audit was to determine if implementing a continuous monitoring process for overtime could improve the City's oversight and management of overtime for optimal resource utilization. BACKGROUND While overtime use is a normal and appropriate expenditure for meeting workload demands, it needs to be closely managed and monitored to ensure resources are used in an optimal manner. Continuous monitoring involves management's proactive review of data at regular intervals, often through an automated process, to identify errors or other issues. The results help management identify areas where its procedures can be strengthened. REPORT HIGHLIGHTS Finding: Implementing a continuous monitoring process for overtime in the new Enterprise Resource Planning (ERP) environment can help the City improve its resource allocation and utilization (Page 4) Government organizations should manage overtime costs effectively to ensure scarce resources are used optimally. In FY 2016, the City about $7 million in overtime to Fire, Police, Utility, and Public works employees. The City uses a number of methods to manage, monitor, and report overtime expenditures. While some of these methods provide valuable management information, methods are decentralized, require duplicate and manual entry, and lack sufficient cost information. It is also difficult to aggregate department overtime data into a citywide view of overtime usage and costs. By implementing a continuous monitoring process for overtime in the new ERP environment the City can provide departments with better tools and data to monitor their overtime usage, understand the root causes, and manage their workforce. Key Recommendations: • Explore the potential of developing a continuous monitoring process to provide more detailed information on overtime usage so that management can better manage and control overtime costs. • Form a work group consisting of main end users and stakeholders to design shared system capabilities and standardized overtime management processes in the new ERP environment. Office of the City Auditor • 250 Hamilton Avenue, 7th Floor • Palo Alto, CA 94301 • 650.329.2667 Copies of the full report are available on the Office of the City Auditor website at: [insert web link] Attachment A Page intentionally left blank for double -sided printing Attachment A TABLE OF CONTENTS Objective 1 Background 1 Scope 2 Methodology 2 Finding: Implementing a continuous monitoring process for overtime in the new Enterprise Resource Planning (ERP) system can help the City improve its resource allocation and utilization 4 Recommendations 12 Appendix 1: Overtime Factors 13 Appendix 2: Administrative Services Department's Public Safety Overtime Analysis 14 Appendix 3: City Manager's Response 15 ABBREVIATIONS ASD Administrative Services Department ERP Enterprise Resource Planning FLSA Fair Labor Standards Act FTE Full-time Equivalent FY Fiscal Year HR Human Resources IT Information Technology Attachment A Page intentionally left blank for double -sided printing Attachment A Continuous Monitoring Audit: Overtime INTRODUCTION Objective Background The purpose of this audit was to determine if implementing a continuous monitoring process for overtime could improve the City's oversight and management of overtime for optimal resource utilization. The City paid about $7.9 million in overtime in FY 2016 for almost 125,000 hours of work. While overtime use is a normal and appropriate expenditure for meeting workload demands, it needs to be closely managed and monitored to ensure resources are used in an optimal manner. Fire, Police, Utilities, and Public Works Departments represent 95 percent of the City's overtime cost, as shown in Exhibit 1. EXHIBIT 1 The City's Overtime Costs* (in millions) and Hours* From FY 2012 through FY 2016 FY2012 FY2013 FY2014 FY2015 FY2016 Department Cost Hours Cost Hours Cost Hours Cost Hours Cost Hours Fire** $3.4 61,681 $1.8t 31,6451 $2.6 46,021 $2.2* 39,479* $2.6* 47,866* Police $1.6 23,56 $1.5 22,339 $1.7 24,201 $1.9 26,188 $2.0 27,368 Utilities $1.2 22,735 $1.5 26,815 $1.6 27,749 $1.8 26,551 $1.8 26,289 Public Works $0.5 10,928 $0.5 10,545 $0.6 11,328 $0.7 11,591 $0.7 11,232 Others $0.2 6,287 $0.3 6,575 $0.3 6,235 $0.4# 8,950* $0.7# 11,796* Total $7.0 125,196 $5.6 97,919 $6.8 115,535 $6.9 112,760 $7.9 124,551 * Includes accrued compensatory time balances cashed out in accordance with City policies and labor agreements. ** Includes Office of Emergency Services. While City employees generally work 2,080 hours annually, Fire Department's line personnel work in shift, amounting to 2,912 hours annually. t The decrease is primarily due to closure of Station 7 at the Stanford National Accelerator Laboratory (SLAC), elimination of vacant positions that were being backfilled by overtime, elimination of the citywide minimum staffing requirements, and implementation of a flexible staffing model as recommended by the fire utilization study. t In FY 2015, 9.22 positions in the Fire Department that primarily support development related activities were moved to the newly created Development Services Department (DSD). The overtime costs associated with DSD operations for FY 2015 and FY 2016 were $0.1 million and $0.3 million, respectively, and are included under Others. SOURCE: City's financial records Attachment A 2 Continuous Monitoring Audit: Overtime Continuous monitoring and data analytics Scope Monitoring is one of the five components of an effective internal control system.' Monitoring involves evaluating results so management can take corrective action as necessary to achieve organizational goals and objectives. Continuous monitoring involves management's proactive review of data at regular intervals, often through an automated process, to identify errors or other issues, such as noncompliance; duplicate invoices and payments; missed cost savings; and potential fraud, waste, or abuse. The results help management identify areas where its procedures can be strengthened. Data analysis software is often used to efficiently access business data and to develop and automate monitoring processes. We reviewed the City's overtime monitoring processes and related financial and operational data for FY 2016 for four departments that represent about 95 percent of the City's total overtime cost: Police, Fire, Utilities, and Public Works. We focused on identifying what data departments track and use to manage their overtime. Methodology To accomplish our objective, we: • Interviewed staff from the Human Resources (HR), Administrative Services, Police, Fire, Utilities, and Public Works Departments to understand the City's overtime monitoring procedures, systems used, and relevant data. • Reviewed federal and California laws, City policies, and labor agreements to understand the laws, regulations, and requirements related to City employees' overtime.2 • Reviewed the City's Operating Budget, staff reports, SAP data, and other departmental records. • Researched best practices for continuous monitoring of overtime. ' Internal control is the system of processes that an entity's oversight body, management, and other personnel implement to provide reasonable assurance that the organization will achieve its operational, reporting, and compliance objectives. The five components are control environment, risk assessment, control activities, information and communication, and monitoring. See U.S. Government Accountability Office, "Standards for Internal Control in the Federal Government," Washington, D.C., 2014, p. 9, available at http://www.gao.gov/products/GAO-14-704G. 2 Labor agreements contain information about wages, hours, and fringe benefits, as well as the terms and conditions of employment for classifications within the union or association's representation unit. Attachment A Continuous Monitoring Audit: Overtime Compliance with government auditing standards We conducted this audit of Continuous Monitoring: Overtime in accordance with our FY 2016 Annual Audit Work Plan and generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. We would like to thank management and staff in the Human Resources, Administrative Services, Police, Fire, Utilities, and Public Works Departments for their time, cooperation, and assistance during the audit process. Attachment A 4 Continuous Monitoring Audit: Overtime Finding Summary Overtime use in City departments is caused by a variety of factors Implementing a continuous monitoring process for overtime in the new Enterprise Resource Planning (ERP) environment can help the City improve its resource allocation and utilization. Government organizations should manage overtime costs effectively to ensure scarce resources are used optimally. In FY 2016, the City paid over $7 million in overtime to Fire, Police, Utility, and Public Works employees. The City uses a number of methods to manage, monitor, and report overtime expenditures. While some of these methods provide valuable management information, the methods are decentralized, require duplicate and manual entry, and lack sufficient cost information. It is also difficult to aggregate department overtime data into a citywide view of overtime usage and costs. Implementing a continuous monitoring process for overtime in the new ERP environment would provide departments with better tools and data to monitor their overtime usage, understand the root causes, and manage their workforce. Due to the nature of their job duties, government organizations often use overtime to provide additional staff capacity and to manage full-time staffing needs. As shown in Exhibit 1 on page 1, a majority of the City's overtime costs are incurred by employees from the Fire, Police, Utilities, and Public Works Departments. Appendix 1 shows that use of overtime is influenced by a number of factors, including service demands, resource constraints, regulatory and contractual requirements, and various city policies. As discussed below, these factors also influence when, why, and where overtime is used. • Service demands are driven by requests for City services and public expectation for the level and quality of services set by public officials. Demands may also fluctuate depending on the weather, economy, City initiatives or priorities, and other external events. For example, winter storms could significantly impact overtime of the Public Works Department staff, and special events, such as dignitary visits, could impact overtime of the Public Safety staff. • Resource constraints, including absences and vacancies due to disability, required training, sick leave, vacations, and recruitment challenges, require filling those positions with Attachment A Continuous Monitoring Audit: Overtime other staff, often at overtime rates. Departments may also have to hold certain positions vacant to meet budget reduction targets, as the Police Department did in FY 2013 when it froze six positions in traffic operations for one year and redeployed those officers to field patrol. • Regulatory or contractual requirements significantly influence how overtime is defined and when it is used. For example, labor agreements outline work schedules and what constitutes overtime, federal labor standards define who receives and under what circumstances overtime is paid, and State workers compensation laws restrict hiring of new employees to fill the regular duty positions while employees are out on disability or modified duties. Ongoing negotiation of a new Palo Alto Stanford Fire Protection Agreement caused the Fire Department to hold a number of sworn positions vacant to absorb anticipated staffing reductions, which caused an increase in overtime. • City policies guide staff to determine what level and quality of services to provide and whether incurred overtime costs can be recovered. For example, a majority of the overtime expenses in municipalities are often incurred by public safety departments to meet their minimum staffing requirements. City policies may also define under what conditions overtime costs can be recovered through service reimbursements or through fee and rate charges. To fully understand why overtime is used and how it can be controlled requires consideration of detailed information and context to identify the causes of overtime so management can make strategic and operational decisions to control its use. In our research, we found best practice examples of how organizations can analyze overtime use and control costs: • Monitoring and contrasting overtime hours and expenses incurred by similar work units can show outliers that identify areas requiring attention. Explaining the underlying causes of overtime growth could help decision makers understand whether overtime cost increases are the result of additional hourly use or increases in salary levels. • Monitoring overtime expenses by type of service, with related fee revenues or reimbursement, would better inform the fee- Attachment A Continuous Monitoring Audit: Overtime setting or contract negotiation processes to improve cost recovery. • Monitoring overtime hours by day of week and time of day and comparing this to work schedules and shifts may provide insights on how to change work schedules to increase or decrease staff to better match service demands and reduce overtime usage. • Monitoring overtime hours and vacancies by position may identify a specific position with excessive overtime, thereby alerting management of the need to expedite recruitment. For example, public safety and utility dispatcher positions are historically difficult to keep filled due to the combination of demanding work schedules and required skills and expertise. Tracking detailed vacancy data, such as number of days since the position was approved to be filled, may inform the Human Resource Department of the need for attention. More detailed information on overtime use can improve workforce management Therefore, to effectively monitor and manage overtime, the City needs to first identify relevant data and establish a strong process for recording, analyzing, and reporting the data to decision makers.3 Implementing a continuous monitoring and data analytics process would allow the City to set thresholds to automatically trigger notification of anomalies, such as employees working more than X hours of overtime. Supervisors and managers can take immediate actions to address their overtime issues before they become larger issues. Useful overtime data cited by the departments we interviewed include: • Hours and expenses by cost center • Hours and expenses by employee • Hours and expenses by cause • Service output measures, such as calls for service and number of service orders • Variance between the actual cost of overtime and the amount billed and recovered 3 Monitoring is one of the five components of an effective internal control system. See U.S. Government Accountability Office, "Standards for Internal Control in the Federal Government," Washington, D.C., 2014, p. 70-75, available at http://www.gao.gov/products/GA0-14-704G. Attachment A Continuous Monitoring Audit: Overtime The benefits of a comprehensive evaluation of City operations have been demonstrated by the Fire Services Utilization and Resource Study completed in January 2011. This study evaluated the Fire Department with a view toward making recommendations to improve its service delivery and efficiency. By implementing the study's recommendations to eliminate citywide minimum staffing requirements and implement a flexible staffing model, the Fire Department was able to reduce its overtime expenses in FY 2013, as shown in Exhibit 1. A supplemental study, completed in January 2012, made additional recommendations specifically related to Emergency Medical Services (EMS) operations and services provided by the Fire Department. Similarly, in 2013, the City commissioned the Utilities Department Organizational Assessment. In this study, as well as in the Fire Department studies, the consultants identified issues with the City's ability to collect and analyze data on its operations. The departments have not been able to use the SAP system to effectively implement certain recommended actions that would facilitate improved data collection and analysis and workforce management. Current methods for monitoring The City's SAP system captures limited overtime information and reporting overtime have because it is not configured to provide certain functionalities.4 The limitations system captures overtime cost and number of hours, but does not typically capture reasons of overtime in categories specific enough to enable a complete understanding of why overtime was worked. Employees record overtime on their timecards using various pay codes, but the pay codes do not necessarily indicate the specific reasons for the overtime. Although the City's procedures require employees to note the reason for overtime on their timecard, the notes, where available, are not standardized to allow sorting or extraction to be used for systematic analysis of the reasons. Overtime hours recorded under service orders and work orders may not be complete because the system does not validate entries to prevent errors or omissions. 4 The City's ERP system evaluation, completed in November 2014, identified various functional limitations in the City's SAP structure and processes. The evaluation results were presented to the City Council as a study session in February 2016. See http://www.cityofpaloaIto.orR/civicax/filebank/blobdload.aspx?BIoblD=7226. Attachment A Continuous Monitoring Audit: Overtime In addition, the number and variety of negotiated benefits included in labor agreements make accurate recording of the specific type of overtime used complex and automation of monitoring more challenging. Departments typically monitor overtime and their workforce using three types of SAP reports: • Timecard report showing the number of overtime hours worked by division, cost center, or employee • Financial report showing the overtime expense by division or cost center • Vacancy report showing which budgeted positions have been filled and when Staff need to export each of these reports into Excel and manually clean up the data to produce information that is understandable and useful. Departments often maintain separate spreadsheets to meet their informational needs. Another limitation is that employees enter the number of total overtime hours worked per day or shift, but not the start time or end time. Not knowing the specific times when the hours were worked limits management's ability to understand what would incur overtime, when, and how much it cost. For example, the Utilities Department may have to schedule its work in downtown after business hours if the work requires electricity to be shut down. This would incur overtime, but the SAP system does not capture the time of day when the overtime was worked. Such time of day data may provide managers with helpful insight to forecast overtime needs. City departments have developed decentralized systems to manage overtime Because the SAP system is not configured to provide detailed information on overtime, departments developed various separate methods to manage their overtime. For example, the Fire Department implemented a separate scheduling software, TeleStaff, to better manage its workforce, including overtime.5 Similarly, the Police Department implemented InTime/ISELINK, another scheduling software, in its Technical Services Division. These software applications are specifically designed for public 5 TeleStaff is not used to track overtime of Fire inspectors. Attachment A Continuous Monitoring Audit: Overtime safety organizations and allow scheduling based on predefined rules to ensure that assignments are consistently validated against those rules. The rest of the Police Department, as well as the Utilities and Public Works Departments, use various tools at their division level, such as an overtime approval form, Excel spreadsheets, and SharePoint, to schedule and track the reasons for overtime. The Police Department and the Utilities Department's Water, Gas, and Wastewater Operations took those spreadsheets a step further and developed an internal overtime dashboard using Tableau visualization software and SharePoint, respectively. While decentralized departmental systems can be useful for scheduling and managing overtime, they may not provide sufficient and accurate information to minimize overtime effectively. Exhibit 3 shows the primary causes of overtime based on the records provided by the Fire and Police Departments. This data provides good information on why overtime was approved but little else that is useful to control the overtime, as explained above. EXHIBIT 3 Primary Causes of Overtime in FY 2016 Dept Primary Causes OT Hours % Fire Meeting minimum staffing requirements* Foothills Fire Station #8 staffing during summer months Strike teams (mutual aid responses, fully reimbursed) Mandatory Training (instruction or off -shift training) Special event (Stanford football games, offset by Stanford contract revenue) 43,844 83.4% 4,184 8.0% 2,302 4.4% 2,080 4.0% 173 0.3% Police Meeting minimum staffing requirements in Communication* 7,602 30.3% Special events (partially offset by Police Service Fees) 4,504 17.9% Meeting minimum staffing requirements in Patrol* 3,162 12.6% Held over due to a busy shift, report writing, or follow-up work 2,810 11.2% Crime investigations 1,714 6.8% Mandatory Training 1,566 6.2% Other (called out to a major incident, court, etc.) 3,756 15.0% * To backfill for vacancies, disability, training, vacation, sick leave, and other leaves. SOURCE: Department records Attachment A 0 Continuous Monitoring Audit: Overtime In addition, the Utilities and Public Works Departments do not track data that can provide a department -wide or division -wide view of what is causing overtime. They explained that this is because their overtime is primarily tied to service orders or work orders, and each order is recorded in either the SAP system or Maintenance Connection, the City's asset management software. Although supervisors manage each service or work order with overtime as one component, these departments currently do not have the ability to collect, analyze, and forecast overtime needs and determine optimal staffing levels in a single system. The software or spreadsheets used by departments are not interfaced to SAP timecards, resulting in inefficient business processes. Employees have to enter or review schedule and actual time worked in two separate places, and departments often have to have another employee regularly reconcile the two to identify unauthorized overtime or other errors. Such redundant data entry and manual reconciliation processes are inefficient and can be costly. Also, these manual workarounds are often highly dependent on only one or two employees. As departments experience turnover, knowledge of current procedures and available tools may be lost, making their process prone to errors, omission, or inconsistency. Current overtime reporting is The Administrative Services Department (ASD) includes in its limited to Public Safety and does quarterly financial reports to the Finance Committee a section on not provide sufficient insight into Public Safety's overtime analysis, as shown in Appendix 2. The root causes Committee does not receive similar overtime information for other departments, other than through the City's budget documents. ASD started reporting this overtime in 2004, in response to an audit recommendation.6 The original report included a table showing budgeted and actual overtime expenses for all General Fund departments, explanation of significant budget -to -actual variances, and five-year analysis of Public Safety's overtime. The report changed to its current format in 2012, and no longer includes overtime information for nonpublic safety departments. The report has never included Utilities Department's overtime expenses, which comprises more than 20 percent of the City's total overtime cost. 6 Audit of Overtime Expenditures, issued by the Office of the City Auditor on November 18, 2003, available at http://www.cityofpaloalto.org/civicax/filebank/documents/7260. Attachment A Continuous Monitoring Audit: Overtime Additionally, the methodology for compiling the overtime analysis is not always documented or disclosed, which limits the readers' ability to interpret the numbers in a meaningful way. For example, the number of days of department disabilities is reported using one shift, which could be 24 hours for Fire and 10 or 11 hours for Police, as one day, but this is not transparent to the readers. Staff also rely on a manual, time-consuming process of gathering information from multiple departments to compile the report, due to the SAP limitations described above. External entities reimburse some of the City's overtime expenses, but these reimbursements are often recorded together with other revenues, and staff have to manually segregate them to determine the amount associated with overtime. New ERP system is an opportunity to collect and report better information to manage and control overtime The planned procurement of a new ERP system is an opportunity for the City to automate or streamline many of the existing manual processes and implement integrated monitoring capabilities that all departments can leverage to manage their overtime. Taking advantage of this opportunity would require the City to identify the kinds of information, reporting tools, and staff development needs that would be useful to continuously monitor overtime in the ERP environment, such as: • The types of overtime data, source of data, and reporting tools, such as dashboards and drill -down reporting capabilities, that allow users to analyze pertinent overtime factors shown in Appendix 1 • Opportunities to automate manual data collection and other related processes, such as reimbursements and billing for overtime costs • Roles and responsibilities for collecting, monitoring, and reporting overtime information • Training needs and ongoing requirements to maintain and improve the system • Building internal staff capabilities to configure and administer continuous monitoring of overtime in the ERP environment to avoid relying on external contract services. Implementing shared system capabilities and standardized processes in the new ERP environment may disrupt operations Attachment A 12 Continuous Monitoring Audit: Overtime unless the changes are carefully managed. Staff may revert back to the manual processes or develop new workarounds if the new system limits their ability to do their jobs. Maximizing ERP utilization requires a cross -functional group of end -users and stakeholders with appropriate authority to identify common business needs, improve processes, and enforce change and conformity through communication and training. Without a clear assignment of roles and responsibilities for collecting, monitoring, and reporting overtime data, requirements necessary for overtime management may not be completely captured and defined in the City's ERP contract, and may result in needed capabilities not being designed, implemented, or maintained. Recommendations We recommend that the City Manager: 1. Explore the potential of developing a continuous monitoring process to provide more detailed information on overtime usage so that management can better manage and control overtime costs. A continuous monitoring system could include data analytics to extract data on service demands, absences and vacancies, and elements of city policies and contractual requirement that could be useful in identifying opportunities to reduce overtime costs. 2. Form a work group consisting of main end users and stakeholders to design shared system capabilities and standardized overtime management processes in the new ERP environment by: • Identifying useful overtime data including their source, and user interface (e.g., dashboard with drilldown and reporting capabilities) that allow users to analyze pertinent overtime factors shown in Appendix 1 in a comprehensive manner. • Identifying manual data collection and auxiliary processes (e.g., billing, reimbursement) that can be automated. • Reviewing applicable ERP system requirements to ensure needed capabilities are included in the City's ERP contract. Attachment A Continuous Monitoring Audit: Overtime APPENDIX 1— Overtime Factors Residents Businesses Daytime Population Calls for Service nib Service Demands Service Orders Work Orders -y- Regulatory/ Contractual Requirements City Policies Fair Labor Standards Act Stanford/ Mutual Aid Agreements Labor Agreements 1111.11 •111# Minimum Staffing Municipal Fees Utilities Rates for Services J Special Events Mutual Aid Overtime Use Resource Constraints Vacancies Absences Required Training tad Customers I/14i J Employees Service Level/ Quality Response Times Health/ Safety Morale/ Retention 3. Attachment A 14 Continuous Monitoring Audit: Overtime APPENDIX 2 - Administrative Services Department's Public Safety Overtime Analysis Public Safety Departments Overtime Analysis for Fiscal Years 2015 through 2017 POLICE DEPARTMENT Overtime Expense Adopted Budget Modified Budget Net Overtime Cost - see below Variance to Budget Overtime Net Cost Actual Expense 2015 Q2 2016 2017 51,500,000 51,500,000 51.500,000 1,500,000 1,539,053 1,500,000 946,558 836,252 279,378 5553,442 5702,801 51.220,622 51,893,220 52,019,330 51,108,740 Less Reimbursements Stanford Communications 62,000 59,821 36,445 Utilities Communications Reimbursement 36,614 32,504 18,872 Local Agencies (Ai 10,417 12,258 6,274 Police Service Fees 69,570 74,813 46,190 Total Reimbursements 178,601 179,397 107,782 Less Department Vacancies 768,061 1,003,682 721,580 Net Overtime Cost Department Vacancies (number of days) Workers' Compensation Cases Department Disabilities (number of days) FIRE DEPARTMENT Overtime Expense Original Budget Modified Budget (B) Net Overtime Cost - see below Variance to Budget Overtime Net Cost Actual Expense Less Reimbursements Stanford Fire Services (C) Cal-Fire<FEMA (Strike Teams) Total Reimbursements Less Department Vacancies $946,558 5536,252 5279,378 3,223 4,735 2,564 16 11 5 502 710 88 $1,424,414 51,382,714 $1,413,714 1,608,710 1,559,598 1,413,714 94,836 1,156 217 1,347,426 51,513,874 5403,351 566,288 52,171,795 52,783,510 $1,923,141 658,054 - 184,296 557,453 842,350 557,453 - 1,234,609 1,069,840 575,715 Net Overtime Cost $94,836 51,156,217 51,347,426 Department Vacancies (number of days) 3,712 3,952 2,240 Workers' Compensation Cases 10 10 4 Department Disabilities (number of days), 249 461 328 NOTES: (A) t13l (C } Includes Animal Services contract with Las Altos: and Las Altos Hills. FY 20117 Does not include Strike Team Reimbursement of $174,00701 recommended in the FY 21717 Mid -Year Review. Stanford has historically reimbursed 30.3% of the Fire Department budget for fire services, including estimates for overtime. However, in FY 18 and 17 a fiat rate contractual agreement for extension, inclusive at all seivices, has been approved_ Therefore, the overtime figure has been removed from this repot until a finalized agreement is negotiated Attachment A Continuous Monitoring Audit: Overtime APPENDIX 3 — City Manager's Response CITY OF PALO ALTO MEMORANDUM DALE: September 6, 2017 TD: Harriet Richardson, City Auditor CC: Jaynes Keene, City Manager Lain Perez, Chief Financial Officer FROM: Michelle Flaherty, Deputy City Manager SUBJECT: City Manager's Response to Continuous imonitoring Audit: Overtire The City Manager's Office would like to thank the City Auditor's Office for their collaborative spirit in completing this audit. Overtime is tracked and managed by City departments as a resource required to meet service requirements and staffing levels, particularly in the public safety departmerts. The audit points out that overtime should be closely monitored to ensure that resources are used in an optimal manner. The core recommendation of the audit is that the new Enterprise Resource Planning (ERP) system should be implemented with a continuous monitoring process for overtime to help the City improve resource allocation and utilization. Staff agrees with this recommendation to the extent that any new ERP system has such functionality ava- able and is superior to the current systems used in the public safety departments. Staff is currently awaiting responses to a request for proposals for a new ERP system and will evaluate the overtime monitoring capabilities as part of the review of overall system functionality. Staff will report on the new ERP system overtime monitoring capabilities as part of the future update on this audit. Overtime represented $7.9 million in FY 2016, primarily to meet staffing. levels it public safety. It is important to monitor overtime to ensure its optimal use. As part of the ~eview of neve ERP systems, s'aff will work to obtain the best systems to support the monitorirR of overtime. Attachment A Contunious Monitoring Audit: Overtime The City Manager has agreed to take the following actions in response to the audit recommendations in this report. The City Manager will report progress on implementation six months after the Council accepts the audit report, and every six months thereafter until all recommendations have been implemented. Recommendation e Agree epartment(s Corrective Iee,Partially Agree, or Do N and Target Date and Implementation Action Plan To be completed months thereafter Current Statu 6 months after Council acceptance and every 6 until all recommendations are implemented Update and Expected Completion Date Finding: Implementing a continuous monitoring process for overtime in the new Enterprise Resource Planning (ERP) environment can help the City improve its resource allocation and utilization. 1. Explore the potential of developing a continuous monitoring process to provide more detailed information on overtime usage so that management can better manage and control overtime costs. A continuous monitoring system could include data analytics to extract data on service demands, absences and vacancies, and elements of city policies and contractual requirement that could be useful in identifying opportunities to reduce overtime costs. ASD Concurrence: Agree Target Date: 4th Quarter 2018 Action Plan: ASD will work with departments to explore the potential of developing a continuous monitoring process for overtime. 2. Form a work group consisting of main end users and stakeholders to design shared system capabilities and standardized overtime management processes in the new ERP environment by: • Identifying useful overtime data including their source, and user interface (e.g., dashboard with drilldown and reporting capabilities) that allow users to analyze pertinent overtime factors shown in Appendix 1 ASD Concurrence: Agree Target Date: 4th Quarter 2018 Action Plan: ASD will work with departments to determine shared needs for overtime in the new ERP system. Staff is currently evaluating ERP solutions for payroll and core financials and staff has communicated the important of overtime reporting Attachment A 17 Continuous Monitoring Audit: Overtime Responsible epartment(s) 1 Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Implementation Update and Current Status Expected Completion Date • • in a comprehensive manner. Identifying manual data collection and auxiliary processes (e.g., billing, reimbursement) that can be automated. Reviewing applicable ERP system requirements to ensure needed capabilities are included in the City's ERP contract. to the vendors. Once an ERP solution is selected staff will finalize overtime reporting requirements and build those requirements into the new ERP system with the implementation consultants. CITY OF City of Palo Alto (ID # 9371) PALO ALTO City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: 231 Grant Avenue: Potential Teacher Housing Project Title: Direction to the City Manager to set Aside $3 Million in Affordable Housing Funds for a Potential Teacher Housing Project at 231 Grant Avenue From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council Authorize the City Manager to set aside $3 million in affordable housing funds in support of the Grant Avenue Teacher Housing proposal, to be disbursed if and when a suitable project concept and contract is determined to be agreeable by final project partners. Background President of the Santa Clara County Board of Supervisors, Joe Simitian, sent a letter to City Manager Keene requesting the City set aside $3 million for supportive funding of a concept teacher housing project on County -owned land in Palo Alto. Supervisor Simitian is seeking funding from other school and college district partners to subsidize project construction. The Board of Supervisors has set aside $6 million and the 1.5 acre parcel located at 231 Grant Avenue. The site currently provides parking for the courthouse and is developed with a single - story court -related building. Supervisor Simitian's letter is included with this report as Attachment A. Palo Alto has approximately $13 million in affordable housing funds. The Planning Department met with the Policy and Services Committee in May (Staff Report 9177) to discuss releasing a Notice of Funding Availability (NOFA) to support affordable housing projects, but this action is several months away. Currently there are no projects earmarked for the current fund balance.' 1 The City has two funds: a residential development impact fee that is assessed to non-residential development, and a fund to receive affordable housing in lieu fees. Between the two funds there is approximately $13 million. City of Palo Alto Page 1 The City's action to set aside as a reserve the $3 million does not commit the city to appropriating those funds to a future project, but would reduce the amount in our next near - term NOFA by $3 million. Beyond the concept language provided in Attachment B, there is little more detail about the potential teacher housing project. However, setting aside the funds signals the Council's conceptual support for a teacher housing project and may encourage other partners to similarly reserve funds. As noted in Supervisor Simitian's letter, the funds would only be disbursed if and when a worthy plan is fully developed and determined to be agreeable by all partners, a group that includes the City of Palo Alto. We should expect that the City will be interested in ensuring that should its contributions occur; it will benefit teachers in Palo Alto. More information about the potential project is provided in the Attachments. Policy Implications The city has affordable housing funds available to contribute to a future project. The concept of teacher housing is one that has been discussed in the City Council housing Colleagues' Memo and the Comprehensive Plan. (Policy L-2.5 and Program L-2.5.1) The action in this report would set aside funds while a concept plan is developed and if ultimately implemented, be used to support policies that are aligned with expressed Council goals and the city's Comprehensive Plan. Resource Impact The recommendation in this report would set aside $3 million in the residential affordable housing in -lieu fund until such time the City Council agrees to apply the funds to a future teacher housing project, or at any time the Council determines the $3 million should be returned to the affordable housing fund. Timeline It is expected that additional funding partners will be identified this year. Once established, further development of the concept plan and an update timeline is anticipated. Environmental Review The recommendation in this report does not qualify as a project in accordance of the California Environmental Quality Act (CEQA). Any future project to redevelop 231 Grant Avenue for a teacher housing project, or disburse affordable housing funds, would be subject to future environmental review. Attachments: These funds may be used in accordance with the City's Affordable Housing Funds Guidelines: https://www.cityofpaloalto.org/civicax/filebank/documents/53195 City of Palo Alto Page 2 Attachment A: Joe Simitian's Letter Dated June 14, 2018 (PDF) Attachment B: Teacher Housing Draft Concept Letter (PDF) City of Palo Alto Page 3 S. JOSEPH SIMITIAN PRESIDENT, BOARD OF SUPERVISORS COUNTY GOVERNMENT CENTER, EAST WING 70 WEST HEDDING STREET, 10TH FLOOR SAN JOSE, CALIFORNIA 95110 TEL: (408) 299-5050 or (650) 965-8737 FAX: (408) 280-0418 supervisor.simitian@bos.sccgov.org • www.supervisorsimitian.com June 14, 2018 Mr. Jim Keene City Manager, City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Dear Mr. Keene: I write to follow up on our discussions about the potential for developing teacher housing at 231 Grant Avenue in Palo Alto. I'm glad to report that the County Board of Supervisors voted to set aside the Grant Avenue site, as well as $6 million in affordable housing funds (to be clear, not a final commitment of funds) to ensure that there is both a 1.5 acre site and partial funding available to support the project if and when a project plan and formal contract is determined to be agreeable by final project partners. I'm writing to you (and potential school and community college district partners) to request that you ask your Council to similarly set aside funds which will be used to keep rents affordable for teachers. I'm hoping that the City will set aside $3 million in affordable housing funds, to be matched by a total of $3 million in funding set asides from school and community college district partners. The funds would only be disbursed if and when a worthy plan is fully developed and determined to be agreeable by all partners. Attached is a draft concept paper (not a proposal) to illustrate how such funds could be used. Sincerely, S. Joseph Simitian President, Board of Supervisors • • CC Palo Alto City Council Simitian draft Concept Paper for "teacher housing" (for discussion purposes only) Proposal: Build 60± units of below -market -rate (BMR) housing for local teachers on 1.5 acres of County -owned land in Palo Alto (231 Grant Ave). City Funds: Per the chart below, City affordable housing funds would likely amount to a little more than 6% of project value, but would demonstrate the need for workforce housing and allow the City to participate as a project partner, helping to shape the design and program as appropriate. Problem: Given Silicon Valley housing costs, teachers are frequently priced out of the area. As a result teachers often commute several hours to work, or leave the area entirely. Teachers are unable to be part of the community, build lives in the area, or stay late to coach teams or provide tutoring. The problem is particularly acute for new teachers. Teachers typically make too much to qualify for conventional "affordable housing" projects, but not enough to afford market rate housing (the so-called "missing middle"). Solution: Provide BMR teacher housing on public land available in a location that would be desirable for teachers — near public transit and the services in the California Avenue area of Palo Alto. Using the County -owned site, teacher housing in Palo Alto could be made available to a number of local districts. Mountain View Whisman School District, Los Altos School District, Palo Alto Unified School District, Mountain View -Los Altos School District, and Foothill -De Anza Community College District have all expressed preliminary interest at the Superintendent/Chancellor level. Benefit: Bringing workforce housing to the community will make it possible for those serving the community to live in the community. Reducing long commutes will reduce traffic and will free up time for lesson planning and reduce commute costs for teachers. Schools will have the ability to attract and retain top quality teaching staff. Teachers will be able to be part of the fabric of the community, and understand community culture and concerns. Teachers will have greater availability before and after school to assist with/attend school events, or provide individualized pupil assistance. Financing Needs: Land Value, 1.5 acres in Palo Alto provided by the County Grants to Subsidize Construction $12 million proposed: $6 million in County funds, $3 million in city funds, $3 million over two to three years, split equally among five school/community college districts ($600,000 each) No-Interest/Low-Interest Mortgage $24 million no-interest/low-interest loan still needed for construction. Note: use of a no -interest loan rather than a 2% loan (for example) reduces rent by $360± per month. Progress at this stage: NiNt The County Board of Supervisors has unanimously set aside the Grant Avenue site and authorized County staff to pursue a development partner to begin entitlements and construction plans. The County Board of Supervisors has also voted to set aside $6 million in Stanford Affordable Housing funds for the project. There have also been three "teacher housing town halls" in Palo Alto, Los Altos, and San Jose which brought over 200 local teachers teaching in districts in Palo Alto, Los Altos, Mountain View, San Jose, Campbell and their supporters to express the need for teacher housing. Additional town halls are currently being planned. We are working collaboratively with Support Teacher Housing and Bay Area Forward on this specific project with the expectation that a successful effort could serve as a catalyst for other teacher housing projects in the future. Disclaimer: This is a draft document. This is a concept paper, not a proposal. All parties should understand and expect that a final project proposal, once identified, can and will look appreciably different. This document is designed to identify early partners whose input will ultimately shape the final project. This document has been prepared by one Supervisor's office only (Simitian). Formal County action will of course require the support of a majority of the Board of Supervisors. CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 25, 2018 The Honorable City Council Palo Alto, California SECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.28 (Special Purpose (PF, OS and AC) Districts), Sections 18.28.050, 18.28.060 and 18.28.090 to Revise the Public Facilities (PF) Zone Parking and Development Standards to Allow Council Approval of Exceptions to PF Development Standards, Including Setback Lines Imposed By a Special Setback Map, and Required Parking Location for City Parking Facilities in the Downtown and California Avenue Business District and for Essential Services Buildings, and Make Other Clerical or Technical Corrections (FIRST READING: June 11, 2018 PASSED: 8-0 Tanaka not Participating) This ordinance was first heard by the Council on June 11, 2018, and is now before you for the second reading. It was passed without change, 8-0 with Council Member Tanaka not participating. ATTACHMENTS: • Attachment A: PF Zone Ordinance (PDF) Department Head: Beth Minor, City Clerk Page 2 Attachment B NOT YET APPROVED Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.28 (Special Purpose (PF, OS and AC) Districts), Sections 18.28.050, 18.28.060 and 18.28.090 to Revise the Public Facilities (PF) Zone Parking and Development Standards to Allow Council Approval of Exceptions to PF Development Standards, Including Setback Lines Imposed By a Special Setback Map, and Required Parking Location for City Parking Facilities in the Downtown and California Avenue Business District and for Essential Services Buildings, and Make Other Clerical or Technical Corrections The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 18.28.050 (Site Development Standards), subsection (a) and Table 2, of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to read as follows: 18.28.050 Site Development Standards (a) Development Standards Table 2 Special Purpose District Site Development Standards Minimum Site Specifications Site Area (acres) Site Width (ft) Site Depth (ft) Minimum Setbacks (ft) Front Setback Rear Setback Interior Side Setback Street Side Setback Maximum Floor Area Ratio Site Coverage and Impervious Coverage Maximum Site Coverage PF 10 AC 5 250 Subject to Regulations in Chapter or Section: 250 Setback lines imposed by a special setback map pursuant to Chapter 20.08 of this code shall apply _(2) _(2) _(2) _(2) 1:1(3) 30%(3) 30 30 30 30 See Table 3 30 30 15 24 10% Section 18.28.060(e) Section 18.28.060(e) Section 18.28.060(e) Section 18.28.060(e), Chapter 20.08 Section 18.28.060(e) Section 18.28.050(b), 18.28.060(e) Section 18.28.060(e) Page 1 NOT YET APPROVED Additional Site Area permitted covered by impervious ground surfaces Maximum Impervious Coverage Height Restrictions Maximum Height (ft) Maximum Height within 150 feet of a residential district (ft) Maximum Number of Stories Daylight Plane for site lines abutting a residential district Initial height (ft) Slope Residential Density 50 35 10 1:2 See Table 3)4) 25 2 10%(') 35 Section 18.28.050(b) 18.28.070(m) Section 18.28.060(e) Section 18.28.060(a) 1 unit/acre (1) For cemetery uses, all markers of graves shall be flush with grade level, and shall be considered impervious area under this requirement. (2) The minimum front, side, and rear yards in the PF public facilities district shall be equal to the respective front, side, and rear yards required in the most restrictive abutting district; provided, that no yard adjoining a street shall be less than 20 feet and that no interior yard shall be less than 10 feet. See Section 18.28.060(e) for exceptions to these development standards. (3) Provided that, for parking facilities the maximum floor area ratio and site coverage shall be equal to the floor area ratio and site coverage established by the most restrictive adjacent district. See Section 18.28.060(e) for exceptions to these development standards. (4) Including buildings and all impervious ground surfaces, calculated pursuant to the provisions of Section 18.28.070(m). (5) See section Section 18.28.070(r) for specific exceptions to these development standards. SECTION 2. Section 18.28.060 (Additional PF District Design Requirements) of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to add a new subsection (e) to read as follows: 18.28.060 Additional PF District Design Requirements The following additional regulations shall apply in the PF district: (e) Development Standards Exceptions The City Council may in its discretion modify the development standards in Table 2 of Section 18.28.050 and setback lines established by a special setback map under Chapter 20.08 of Title 20, to achieve community objectives for the following facilities: Page 2 NOT YET APPROVED (i) Parking facilities, including appurtenant structures, within the Downtown and the California Avenue business district, where the parking facility is the principal use and is owned or leased, and operated or used, by the City of Palo Alto. "California Avenue business district" means that area bounded by the following streets in the city of Palo Alto: Grant Avenue to the south, El Camino Real to the west, College Avenue to the north, and Park Boulevard to the east. (ii) Essential Services Buildings as defined in Health and Safety Code section 16007, as amended, including appurtenant or ancillary structures. The exceptions shall be included in the review of the project through the applicable development review process. SECTION 3. Section 18.28.090(a) (Parking and Loading) of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to read as follows: 18.28.090 Parking and Loading Off-street parking and loading facilities shall be required for all permitted and conditional uses in accord with Chapter 18.40. All parking and loading facilities on any site, whether required as minimums or optionally provided in addition to minimum requirements, shall comply with the regulations and the design standards established by Chapter 18.42. In addition, parking facilities shall be subject to the following regulations: (a) PF District In the PF district, no required parking space shall be located in the first 10 feet adjoining the street property line of any required yard. The City Council may waive this requirement for eligible parking facilities and Essential Services Buildings through the process provided in Section 18.28.060(e). SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. SECTION 5. The environmental impacts of this ordinance have been examined and disclosed pursuant to the provisions of the California Environmental Quality Act of 1970, together with related state implementation guidelines and regulations (collectively, "CEQA"), under that certain Final Environmental Impact Report for the City of Palo Alto Public Safety Building and California Avenue Garage project ("Final EIR") considered and certified by the City Council on , for which Page 3 NOT YET APPROVED findings were adopted by Council by Resolution No. , all prior to Council approval of this ordinance. SECTION 6. This ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: NOT PARTICIPATING: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Planning & Community Environment Page 4 CITY OF PALO ALTO City of Palo Alto (ID # 9378) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Summary Title: Amendment 1 with Freytag & Asso. to Extend Contract through Dec. 31, 2019 to Assess Airplane Noise Title: Approval of Amendment Number One to Professional Services Contract Number C16161182 with Freytag & Associates to Extend the Term of the Agreement for One and a Half Years (1.5 years) to End December 31, 2019 with No Additional Cost to the City for Professional Services Related to Airplane Noise Assessment and Mitigation From: City Manager Lead Department: City Manager Recommendation Staff recommends that City Council approve Amendment One (1) to Contract Number C16161182 with Freytag and Associates to extend the term of the contract through December 31, 2019, at no additional cost to the City. The contract is for assistance with airplane noise assessment and mitigation. Background The City Council approved the contract with Freytag and Associates in February 2016 (report #6607; link: https://www.cityofpaloalto.org/civicax/filebank/documents/50922). The contract scope can be found in the original contract (Attachment B below). Discussion Staff continues to work with many partners on the issue of airplane noise in Palo Alto and the region. Through a competitive bidding process, the City contracted with Freytag and Associates to assist with these efforts because Freytag and Associates provide expertise in airspace noise measurement, monitoring and modeling; and they also have an ability to provide consultation services related to the Air Traffic Control and Next Generation Air Transportation System. Staff recommends the City continue to retain Freytag and Associates to provide this service. The City has an effective relationship with Freytag and Associates and continuing it for this very important work is a benefit to the City and the region. The proposed contract amendment (Attachment A) extends the original contract City of Palo Alto Page 1 expiration date through December 31, 2019 to provide additional time to continue services. Resource Impact This contract amendment does not add any additional funds to the contract. Attachments: • Attachment A: Freytag Contract (C16161182) Amendment No 1 • Attachment B: Original Freytag Contract (C16161182) Agreement (from Feb. 2016) City of Palo Alto Page 2 DocuSign Envelope ID: ABFBCB2C-BA03-4152-9E14-22AFA7927DF0 AMENDMENT NO. 1 TO CONTRACT NO. C16161182 BETWEEN THE CITY OF PALO ALTO AND FREYTAG & ASSOCIATES, LLC. This Amendment No. 1 to Contract No. C16161182 ("Contract") is entered into June 25, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and FREYTAG & ASSOCIATES, LLC., a California Limited Liability Company, located at 925 Cresta Way, Ste. 9, San Rafael, California, 94903 ("CONSULTANT"). RECITALS A. The Contract was entered into between the parties for the provision of assessment of the history of air traffic patterns over the Northern California (NorCal) Metroplex. B. City intends to extend the term to December 31, 2019 from December 31, 2017. C. The parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 2. TERM is hereby amended to read as follows: "SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2019, unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO FREYTAG & ASSOCIATES, LLC. c'A1gDoocGuSigned by: jade_ Frf 7 429A529737tag44C... Jac Frey APPROVED AS TO FORM: President 1 of 1 Revision July 20, 2016 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 CITY OF PALO ALTO CONTRACT NO. C16161182 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FREYTAG & ASSOCIATES, LLC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 8th day of February, 2016, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and FREYTAG & ASSOCIATES, LLC., a California Limited Liability Company, located at 925 Cresta Way, Ste. 9, San Rafael, California, 94903 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to assess the history of air traffic patterns over the Northern California (NorCal) Metroplex ("Project") and desires to engage a consultant to provide services in connection with the Project ("Services"). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 31, 2017 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Two Hundred Thirty Seven Thousand Five Hundred Dollars ($237,500.00). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY's stated construction budget, CONSULTANT shall make recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: Hughes AV 10 Alicante Coto de Caza, CA. 92679 Clayton Smith Consulting 79 Barton Road Edgewood, NM. 87015 CSDA Design Group 475 Samsome Street, Suite 800 San Francisco, CA. 94111 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign John Freytag as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 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 Khashayar Allaee, City Manager's Office, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2230. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT 's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 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, 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: • 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. • 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. • 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. NON -APPROPRIATION 24.1. 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 Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. 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. 25.3. 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. 25.4. 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. 25.5. 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. 25.6. 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. 25.7. 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. 25.8 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. 25.9 All unchecked boxes do not apply to this agreement. Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 25.10 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. 25.11 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement 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 DocuSigned by: 39E7298F82064DB... City Manager APPROVED AS TO FORM: DocuSigned by: al,i qb,14 15B6C45220134DC... Senior Deputy City Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": FREYTAG & ASSOCIATES, LLC. DocuSigned by: L 7C429A52973744C... President SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 EXHIBIT "A" SCOPE OF SERVICES The scope of services below provides details describing each task. As circumstances with Federal Aviation Administration and United States Congress progress, CITY staff and CONSULTANT may update tasks to adapt to current market conditions. Additionally as work on Historical Operations and Noise Assessments begin CITY staff and CONSULTANT may amend specific outputs. The descriptions below are intended to provide a framework for the activity. CONSULTANT will not begin tasks until work order is issued by CITY. Task 1: Historical Operations Assessment 1 Database preparation and mock data output CONSULTANT shall generate sample `mock' outputs of data deliverables so that all parties understand what the deliverables will look like and that they are acceptable. 1.1 Data Base import and customization 1.2 Initial mapping developed 1.3 Develop 5x5 boxes, per 1000 feet 1.4 Heat Maps for SFO, SJC & OAK 1.5 SFO arrivals (36 graphic & database outputs) 1.6 SJC arrivals (36 graphic and database outputs) 1.7 OAK Arrivals (36 graphic and database outputs) 1.8 Customize database to include Airport runway usage 2 Cell maps A series of cell maps will be prepared to describe the distribution of various air operational parameters over the Bay Area. 2.1 Basic historical data Prepare a series of cell maps delineating various combinations of flight tracks, altitudes, periods of the day/evening/night, for operations to and from SFO, SJC and OAK for several base years and months. 2.2 Changes in flight operations Prepare a series of cell maps depicting changes in various air operations over specific years and/or seasons. 2.3 Line charts Prepare a series of line charts depicting changes in various air operations over specific years and/or seasons. 2.4 Histograms Prepare a series of histograms depicting the statistical distribution of various air operations over specific years and/or seasons. Task 2: Historical Noise Assessment 3 Noise Assessments 3.1 Cell maps - DNL / SEL's / Respite minutes / day/evening /night Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 Prepare Cell maps of the above metrics for the Bay Area with color coding for noise metric levels. Noise contours for various years will be compared. 3.2 Line charts - Alternative metrics / years / months / day/evening/night For each CITY, and for several years and months, analyze the Cell data for the CITY by month/year and prepare graphics to illustrate changes in noise patterns vs. time, separated by `Day', `Evening', and `Night'. 3.3 Noise monitoring (1 month) Install a temporary noise monitor (at least one month) at a location in Palo Alto and compare modeled data to actual data as a validation of the model. Assumptions/Exclusions: • The NOP data will be used to generate flight paths, number of operations, and runway use in the AEDT Input files for flight tracks and operations will be provided by the NOP data manager. • The NOP data does not provide all of the inputs needed for the AEDT. Specifically, we will need to make assumptions for the following: • Exact aircraft type (e.g., 737-700 versus 737-939). • Aircraft load • Meteorological conditions • Aircraft flap settings • Aircraft thrust settings Task 3: FAA & Community Activity and Noise Mitigation 4.a. 1 Airline route analysis - review published routes Review published routes, procedures, and related documentation, identifying operational changes at SFO, SJC, and OAK with relevant impact on route usage and traffic levels over Palo Alto, since the year 2000. Prepare a report with findings. 4.a.ii Airline route analysis - ID ops changes for SFO, SJC and OAK 4.a.iii Airline route analysis - ID impact on route changes over Palo Alto 5.1 Assessing alternatives - ID lesser used airspace Track data analysis, TRACON vectoring practices for metering / sequencing. Review TRACON SOP's, identify compliance. 5.2 Assessing alternatives - modified flight path fuel/operating costs Explore T -Routes (GA), raise crossing fix altitudes, TEST options, fuel and CO2 conservation, adjust vectoring pathology. 5.3 Assessing alternatives - reduced nighttime noise exposure Propose new options to current Noise Abatement Program (SFO)/compliance, review STAR profiles and compliance, USER meetings. 5.4 Assessing alternatives - minimize over -terrain flights <8,000 ft. Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 Adjust / amend per 5.2. 5.5 Assessing alternatives - review MENLO "IAF" crossing altitude Adjustments/procedural amendments will be incorporated per outcomes of 5.2 and 5.5 based on TRACON concurrence and operational impact. 5.6 Assessing alternatives - review SJC arrival impacts This task will be analyzed and amendments incorporated per outcomes of 5.1 thru 5.6. 5.7 Assessing alternatives - costs/saving for alternative routing Operational/fuel costs will be derived from final amendments of route and practices with considerations given to surrounding Cities and air traffic flows and GA usage. 5.8 Assessing alternatives - discuss and assess FAA directives As required / per demand. Task 4: Ongoing Community Noise Activity 1 SFO Round Table Meetings 2 NOR CAL TRACON On -Site Meetings 3 Palo Alto City Meetings 4 Congressional Meetings 5 CITY Teleconference Calls 6 Meeting with FAA Regional Administrator / Staff 7 Draft technical correspondence for City review Task 5: Sleep Interference Study 1 Phase 1 — monitoring -- 1 week @ 2 locations Two simultaneous noise monitors set inside and outside an unoccupied residence concurrently recording the sound level at least each one second intervals for seven consecutive days. This will identify all aircraft flyover events simultaneously inside and outside the residence. 2 Data reduction The noise data recorded will be downloaded from the digital programmable sound level meters and all aircraft flyover events identified. 3 Sleep interference computation The percentage of the population awakened by the series of aircraft flyover events will be computed in accordance with American National Standards Institute (ANSI) S 12.9, Part 6, "Quantities and Procedures for Description and Measurement of Environmental Sound -- Part 6: Methods for Estimation of Awakenings Associated with Aircraft Noise Events Heard in Homes". 4 Sleep interference assessment The degree of sleep interference will be quantified from the measurement results. 5 Sleep interference written report The measurement, assessment procedure and results will be presented in a written report. 6 Sleep interference presentation The measurement, assessment procedure and results will be presented in an oral report to a Palo Alto forum. Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 Task 6: Classroom Disruption Study 1 Phase 1 -- monitoring -- 1 week @ 2 locations Two simultaneous noise monitors set inside and outside an unoccupied classroom concurrently recording the sound level at least each one second intervals for several consecutive weekdays. This will identify all aircraft flyover events simultaneously inside and outside the school during school hours. 2 Data reduction The noise data recorded will be downloaded from the digital programmable sound level meters and all aircraft flyover events identified. 3 Classroom interference computation The degree of classroom disruption from aircraft noise will be assessed with respect to American National Standards Institute (ANSI) Standard S12.60, "Acoustical Performance Criteria, Design Requirements, and Guidelines for Schools, Parts 1 & 2". 4 Classroom interference assessment The degree of classroom interference will be quantified from the measurement results. 5 Classroom interference written report The measurement, assessment procedure and results will be presented in a written report. 6 Classroom interference presentation The measurement, assessment procedure and results will be presented in an oral report to a Palo Alto forum. Task 7: Property Valuation Study 1 Research 2 Property Valuation Report 3 Property Valuation Presentation Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. Tasks Completion No. of Days/Weeks From NTP 1. Historical Operations Assessment TBD 2. Historical Noise Assessment TBD 3. FAA & Community Activity and TBD Noise Mitigation 4. Ongoing Community Noise Activity TBD 5. Sleep Interference Study TBD 6. Classroom Disruption Study TBD 7. Property Valuation Study TBD Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed $237,500.00. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. 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. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $237,500.00. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $62,500.00 (Historical Operations Assessment) Task 2 $70,000.00 (Historical Noise Assessment) Task 3 $25,000.00 (FAA & Community Activity and Noise Mitigation) Task 4 (Ongoing Community Noise Activity) Task 5 (Sleep Interference Study) Task 6 (Classroom Disruption Study) Task 7 (Property Valuation Study) $50,000.00 $10,000.00 $10,000.00 $10,000.00 Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 Sub -total Basic Services Reimbursable Expenses Total Basic Services and Reimbursable expenses $237,500.00 $237,500.00 $0.00 (None) Maximum Total Compensation $237.500.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 EXHIBIT "C-1" HOURLY RATE SCHEDULE Overall Project Manager, Freytag & Associates, LLC $ 280/hr Air Traffic Management Manager, Hughes AV Associates $ 240/hr National Offload Program Manager, Clayton Smith Consulting $ 250/hr Noise Modeling and Graphics Production Manager, CSDA Design Group $ 240/hr Senior Acoustician/Analyst $ 145/hr Acoustician/Analyst $ 110/hr Technician Administrative $ 90/hr Administrative $ 70/hr Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 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 WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT 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 CONSULTANT'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. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED TO: InsuranceCertsACityofPaloAlto.org Professional Services Rev. March 31, 2015 DocuSign Envelope ID: E0B42033-E978-4861-BA1D-E70C5C1B8EB4 Docu RI SECURED Certificate Of Completion Envelope Id: 16A7326C9D54461A81A6E48A91B02300 Status: Completed Subject: Please DocuSign this document: C16161182 FREYTAG AIR TRAFFIC CONTRACT MS 020216.pdf Source Envelope: Document Pages: 19 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Christopher Anastole AutoNav: Enabled 250 Hamilton Ave Envelopeld Stamping: Enabled Palo Alto , CA 94301 Time Zone: (UTC-08:00) Pacific Time (US & Canada) chris.anastole@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 2/2/2016 11:03:47 AM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Jack Freytag jack@freytagllc.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: CDocuSignetl by: J 'v fol 7C429A52973744C... Using IP Address: 71.202.95.70 Sent: 2/2/2016 11:05:50 AM Viewed: 2/2/2016 11:18:26 AM Signed: 2/2/2016 2:53:41 PM 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 Khashayar Alaee Khashayar.Alaee@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: COPIED Sent: 2/2/2016 2:53:42 PM Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 2/2/2016 2:53:42 PM 2/2/2016 2:53:42 PM 2/2/2016 2:53:42 PM 2/2/2016 2:53:42 PM Docu • SECURED Certificate Of Completion Envelope Id: E0B42033E9784861 BA1 DE70C5C1 B8EB4 Status: Completed Subject: Please DocuSign this document: C16161182 FREYTAG AIR TRAFFIC CONTRACT Council Approved.pdf Source Envelope: Document Pages: 20 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Christopher Anastole AutoNav: Enabled 250 Hamilton Ave Envelopeld Stamping: Enabled Palo Alto , CA 94301 Time Zone: (UTC-08:00) Pacific Time (US & Canada) chris.anastole@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 2/10/2016 2:13:49 PM Holder: Christopher Anastole chris.anastole@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Albert S Yang Albert.Yang@CityofPaloAlto.org Senior Deputy City Attorney City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: James Keene James.Keene@CityofPaloAlto.org City Manager City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/14/2015 5:40:07 PM ID: 44fe333a-6a81-4cb7-b7d4-925473ac82e3 CDocuSignetl by: aui s litam.1 15B6C45220134DC... Using IP Address: 199.33.32.254 DocuSignetl by: [3"Af 39E7298FB2064DB... Using IP Address: 216.197.70.253 Sent: 2/10/2016 2:18:57 PM Viewed: 2/10/2016 2:19:30 PM Signed: 2/16/2016 9:08:50 AM Sent: 2/16/2016 9:08:52 AM Resent: 2/17/2016 12:11:00 PM Viewed: 2/17/2016 12:36:33 PM Signed: 2/17/2016 12:37:35 PM 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 Jack Freytag jack@freytagllc.com President Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: COPIED Sent: 2/17/2016 12:37:37 PM Carbon Copy Events Status Timestamp Khashayar Alaee Khashayar.Alaee@CityofPaloAlto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Tabatha Boatwright Tabatha.Boatwright@CityofPaloAlto.org Administrative Associate 111 City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: Cliff Wright CIiff.Wright@CityofPaloAlto.org Acct. Specialist City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered ID: COPIED COPIED COPIED Sent: 2/17/2016 12:37:38 PM Sent: 2/17/2016 12:37:39 PM Sent: 2/17/2016 12:37:40 PM Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/17/2016 12:37:40 PM Certified Delivered Security Checked 2/17/2016 12:37:40 PM Signing Complete Security Checked 2/17/2016 12:37:40 PM Completed Security Checked 2/17/2016 12:37:40 PM Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/1/2013 3:33:53 PM Parties agreed to: James Keene 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. 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CITY OF PALO ALTC City of Palo Alto (ID#8894) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/25/2018 Simmary Title: Approve Contract with M NS Engineers for RWQCPOperations Sipport Services Title: Approval of a Contract With MNS Engineers, Inc. in an Amount Not -to - Exceed $267,000 for a One-year Term for Operation Group Spport Services at the Regional Water Quality Control Rant From: City Manager Lead Department: Public Works Recommendation Saff recommends that Council approve and authorize the City Manager or his designee to execute the attached one-year contract with MNS Engineers, Inc. (Attachment A) in an amount not to exceed $267,000 for operations group support services at the Regional Water Quality Control Rant. Background The Regional Water Quality Control Rant (RWQCP) was originally constructed in 1934 and has undergone several expansions and upgrades. The RWQCP operations group consists of 26 state -certified wastewater treatment plant operators. aplit between three teams, the group runs RWQCP 24 hours per day, 7 days per week and meets regulatory requirements for air emissions, final water discharges to the Renzel Marsh and San Francisco Bay, recyded water treatment and distribution, and biosolids treatment. The group is supervised by Public Works management staff and a state -certified Chief Rant Operator. Discussion MNS Engineers, Inc. (MNS) is being retained to provide consultant services to support the Rv'VQcPs operations group. Key priorities for MNS indude reviewing, providing recommendations, and developing staff training and quality control within plant operations, updates to operational documentation, improvement to Qty of Palo Alto Page 1 alarm response policies and procedures, technical support for chemical and sludge hauling contracts, and budget development and control within the operations group. MNSwill provide technical assistance to the RWQCP through discrete, specific projects in these areas. On August 21, 2017, the Oty posted a Request for Proposals (RFP) notice for Professional Services for Operations Support. The solicitation period was 43 days. On October 3, 2017, proposals were received from three qualified design firms: MNS Water Talent, and Veolia Water. Summary of Solidtation Process Proposal Title/ Number Professional for Operations Support Manager/ RFP168320 Proposed Length of Project 36 months* Number of Notices sent to Vendors via City's efocurement system 586 Number of solicitation packages Downloaded by Vendors 15 Total Days to Submit Proposal 43 Pre -Proposal Meeting N/A Number of proposals F ceived: 3 Number of Companies Interviewed 3 Range of Proposal Amounts $801,000 to $847,575* *The Sipe was initially for three years and later changed to one year (see below) Evaluation of Proposals An evaluation committee consisting of three Public Works staff was formed to review the proposals and conduct interviews. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP. The committee interviewed three proposers. Saff believes the proposal submitted by MNS best fits the experience and qualifications needed by the RWQCP operations group. The MNS team indudes a retired Oty of San Jose wastewater treatment plant operations manager with key experience in wastewater plant operations. The total not to exceed budget amount proposed for this project is $267,000 for a one-year contract. The contract term was changed from 3 years to 1 year during Qty of Palo Alto Page 2 the course of negotiations to insure that the tasks were discrete work items, and not ongoing in nature. This change did not affect consultant selection, because all three proposers would have been affected in the same way. Resource Impact Salary and benefit savings from the vacant Assistant Manager Water Quality Control Plant position will be used to offset contract expenses in the Wastewater Treatment Enterprise Fund. Other RWQCP management staff will continue to fulfill the management oversight duties of the vacant position during the contract term. Policy Implications This recommendation does not represent any change to existing City policies. Environmental Review The agreement does not require a review under the California Environmental Quality Act because it is not a project. Attachments: • Operations SLpport Contract Qty of Palo Alto Page 3 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F CITY OF PALO ALTO CONTRACT NO. C18168320 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MNS ENGINEERS FOR PROFESSIONAL SERVICES This Agreement is entered into on this 25th day of, June, 2018, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and MNS Engineers, a California corporation, located at 201 N. Calle Cesar Chavez, Suite 300, Santa Barbara, CA 93103 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to make improvements in its wastewater treatment plant operational activities ("Project") and desires to engage a consultant to assist the Regional Water Quality Control Plant ("RWQCP") develop and implement these improvements as outlined in Exhibit A 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 for a period of one year unless terminated earlier pursuant to Sections 19 or 25 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY's agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F reimbursable expenses, shall not exceed two hundred and sixty-seven thousand dollars ($267,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed zero dollars ($0). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit "A". SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "C- 1"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and sub - consultants, 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 Professional Services Rev. April 27, 2016 2 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 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. El Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: 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 John Mukhar as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and Armando Guizar as the project operations specialist 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 Professional Services Rev. April 27, 2016 3 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F or timely completion of the Project or a threat to the safety of persons or property. CITY's project manager is James Allen, Public Works Department, Environmental Services Division, 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone: 650-329-2598. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT 's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. ® 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. n 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney's fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 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 Professional Services Rev. April 27, 2016 4 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best's Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent- ly with the execution of this Agreement. The certificates will be subject to the approval of CITY' s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. Professional Services Rev. April 27, 2016 5 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which Professional Services Rev. April 27, 2016 6 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 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, 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 CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by CITY's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post - consumer material and printed with vegetable based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY's Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division's office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Professional Services Rev. April 27, 2016 7 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON -APPROPRIATION 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS M 26.1 CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, `improvement') project of more than $15,000. OR ❑ 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit "E" for any contract for public works construction, alteration, demolition, repair or maintenance. Professional Services Rev. April 27, 2016 8 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys' fees paid to third parties. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT's proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Professional Services Rev. April 27, 2016 9 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement Professional Services Rev. Apri127, 2016 10 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F CONTRACT No. C18168320 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 James Keene APPROVED AS TO FORM: City Attorney or designee Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": MNS ENGINEERS, INC Officer 1 By: EDocuSig ned by: le.4144 A. Sdv4a Name: D7A4F4B73D 14468... James A. Salvito Title: President and CEO Officer 2 (Required for Corp. or LLC) DocuSigned by: By hircun,b,a. eal}bin, Name: Title: SCOPE OF SERVICES SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS 7C44DC9BED6D465... Miranda Patton Secretary 11 Professional Services Rev. April 27, 2016 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F EXHIBIT A SCOPE OF SERVICES CONSULTANT shall complete the priority tasks from the following list of special projects for the Operations Group (OG) of the Regional Water Quality Control Plant (RWQCP). Priority Tasks will be identified by the City in the kick off meeting and revisited quarterly or more frequently: Task 1 — Project Management - Track and manage the MNS Team work, monthly progress reports to the City, and track the contract requirements. Task 2 — Training Program Development and Implementation: a. Develop and implement training programs for the OG based upon the current, revised and new SOPs (Task 3 below). b. Track implementation of training programs and prepare reports to document implementation. c. Provide recommendations for training program improvements to the Plant Manager. d. Review and update draft job descriptions for the OG and the Maintenance Group based upon the existing, revised and new SOPs. e. Deliverables: Training program documentation, report, recommendations, and revised job descriptions. Task 3 - SOPs, O&M Manuals, & Operation Documentation: Develop, revise and draft OG policies, standard operating procedures (SOPs), and develop schedules for implementation. Draft corresponding changes to the Plant's O&M Manual, operational documentation, JSAs, Contingency Plan, Rounds Resources and associated forms. Provide drafts and recommendations to the Plant Manager, and prepare final documents after the Plant Manager's review and approval. Develop system for tracking implementation of policies, standard operating procedures, and schedules. Troubleshoot equipment, unit processes, and SOPs which have failed in the last 2 years by analyzing work processes, associated performance data scheduled maintenance activities; interpreting raw data; and reviewing supplies ordering processes, and parts supply inventory data. Make recommendations to the Plant Manager. Update and test alarm response policies and procedures and make recommendations for changes where needed. Task 4 — Bid Assistance: Assist the City in administrative processes in solicitation and procurement for Request for Proposals and Invitation For Bids. Task 5 — Process Control Improvements: a. Review, analyze and interpret laboratory and performance data associated with a designated set of standard operating procedures (SOPs), and based on such evaluation, prepare a report with recommendations for improvements and changes which the OG or others at the CITY could make, in light of the physical condition of the Plant and other factors. Professional Services Rev. April 27, 2016 12 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F b. Develop an updated protocol for maintaining operating data, procedural data, maintenance manuals and related files. c. Review and analyze adequacy of current operating parameters for biological, physical, and chemical unit processes and provide a report with recommendations for improvements. d. Deliverables: Reports and protocol document; submit to CITY's Plant Manager. Task 6 — Operations Budget Recommendations: a. Review and analyze RWQCP's actual operational and maintenance expenses for FY16-18 and make recommendations for changes in the FY 20 budget. Areas of focus include personnel related costs, material and service procurement for operations, chemical usage, training, safety, electricity and gas use management, and equipment maintenance. Task 7 — Discharge Compliance: a. Review, analyze and interpret laboratory and operating data for the past 2 years and identify areas where permit violations have occurred or were at risk of occurring. Provide recommendations on the steps that could be taken to avoid future violations to. Professional Services Rev. April 27, 2016 13 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete all work within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work for a specific Task within two (2) weeks of receipt of the notice to proceed with the Task. Professional Services Rev. April 27, 2016 14 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY's Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $9,833 (Project Management) Task 2 $92,333 (Staff Training) Task 3 $85,667 (SOPs, O&M Manuals, & Operation Documentation) Task 4 $17,000 (Bidding Services) Task 5 $34,000 (Process Control) Task 6 $21,500 (Operations Budget) Task 7 $6,667 (Discharge Compliance) Total Basic Services and Reimbursable expenses $267,000 Additional Services (Not to Exceed) $ N/A Maximum Total Compensation $267,000 Professional Services Rev. April 27, 2016 15 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 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: n/a A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500 shall be approved in advance by the CITY' s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: • Not applicable Professional Services Rev. April 27, 2016 16 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F EXHIBIT "C-1" SCHEDULE OF RATES PROJECT AND PROGRAM MANAGEMENT Principal -In -Charge $250 Senior Project/Program Manager 230 Project/Program Manager 200 Assistant Project/Program Manager 175 Senior Project Coordinator 150 Project Coordinator 120 ENGINEERING Principal Engineer $225 Lead Engineer 210 Supervising Engineer 190 Senior Project Engineer 175 Project Engineer 155 Associate Engineer 140 Assistant Engineer 125 TECHNICAL SUPPORT Operations Specialist $170 CADD Manager 150 Supervising Technician 135 Senior Technician 125 Engineering Technician 95 ADMINISTRATIVE SUPPORT Administrative Analyst $110 IT Technician 105 Graphics/Visualization Specialist 95 Administrative Assistant 70 Professional Services Rev. April 27, 2016 17 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 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-:VH, 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 WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Professional Services Rev. April 27, 2016 18 DocuSign Envelope ID: 7279AE8D-OFEB-4E53-A77A-7D16802C6F2F 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://W W W.PLANETBIDS.COM/PORTAL/PORTAL.CFM? C OMPANYID=25569 OR HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET BIDS HOW TO.ASP Professional Services Rev. April 27, 2016 19 Docu 1i SECURED Certificate Of Completion Envelope Id: 7279AE8D0FEB4E53A77A7D16802C6F2F Subject: Please DocuSign: FINAL MNS2 ENGINEERS Contract C18168320 rev 6-18-18.pdf Source Envelope: Document Pages: 19 Signatures: 2 Certificate Pages: 2 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Status: Completed Envelope Originator: Maybo AuYeung 250 Hamilton Ave Palo Alto , CA 94301 Maybo.AuYeung@CityofPaloAlto.org IP Address: 12.220.157.20 Record Tracking Status: Original Holder: Maybo AuYeung 6/18/2018 3:16:46 PM Maybo.AuYeung@CityofPaloAlto.org Location: DocuSign Signer Events Signature Timestamp James A. Salvito JSalvito@mnsengineers.com President and CEO MNS Engineers, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Miranda Patton mpatton@mnsengineers.com Secretary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSigned by: Cie. -n.14 A. Silvan D7A4F4B73D14468... Using IP Address: 209.234.137.242 DocuSigned by: / Artti 7C44DC9BED6D465... Using IP Address: 172.117.34.96 Sent: 6/18/2018 3:26:57 PM Viewed: 6/18/2018 5:27:34 PM Signed: 6/18/2018 5:28:57 PM Sent: 6/18/2018 3:26:57 PM Viewed: 6/18/2018 5:33:57 PM Signed: 6/18/2018 5:35:48 PM 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 John Mukhar jmukhar@mnsengineers.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Phil Bobel Phil.Bobel@cityofpaloalto.org Div head Security Level: Email, Account Authentication (None) COPIED COPIED Sent: 6/18/2018 5:35:48 PM Sent: 6/18/2018 5:35:48 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Saira Cardoza saira.cardoza@cityofpaloalto.org Contracts Administrator City of Palo Alto Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign COPIED Sent: 6/18/2018 5:35:48 PM Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked 6/18/2018 5:35:48 PM 6/18/2018 5:35:48 PM 6/18/2018 5:35:48 PM 6/18/2018 5:35:48 PM Payment Events Status Timestamps CITY OF PALO ALTO City of Palo Alto (ID # 8447) City Council Staff Report Report Type: Action Items Meeting Date: 6/25/2018 Summary Title: Public Hearing: Adoption of a Resolution Confirming Weed Abatement & Assessment Title: PUBLIC HEARING: Adoption of a Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein From: City Manager Lead Department: Fire Recommendation Staff recommends Council (1) hold a public hearing to hear and consider objections from affected property owners of proposed assessments related to completed weed abatement work, and (2) adopt the attached resolution confirming the report and ordering abatement costs to be a special assessment on the properties specified in the report. Background The Weed Abatement Division of Santa Clara County Agriculture and Environmental Management administers the contract for weed abatement within the City of Palo Alto, in accordance with an agreement established on April 18, 1977 between the City and County. On November 13, 2017, in accordance with Palo Alto Municipal Code Chapter 8.08, the City Council declared weeds to be a nuisance and ordered that the nuisance be abated. A public hearing was held on January 22, 2018, to consider objections to the proposed destruction or removal of the weeds. No objections were noted. Once the above steps had been taken, the County Weed Abatement Division instructed its contractor to abate weeds on City and private properties within Palo Alto. That work has now been completed. Property owners were notified the third week in December 2017 that weeds were to be abated by April 30th, 2018, either by the owners or by the County. If the property owners chose to have the County abate the weeds, the abatement charges would be levied against the respective properties as an assessment by the County Assessor. The County has since informed the property owners of the costs for destroying and removing the weeds. City of Palo Alto Page 1 The City Clerk has published the required notice of this hearing in the Palo Alto Weekly. The cost report by the County Weed Abatement Division has been posted on the City Hall Plaza bulletin board for ten days prior to this hearing. Discussion Property owners may object to the charges for weed abatement being levied against their properties. The charge consists of the contractor's cost plus 150 percent administrative charges, in accordance with Palo Alto's contract with Santa Clara County (CMR #7527, December 12, 2016). A representative from the County Weed Abatement Division will be present at the public hearing with the records of weed abatement that have taken place. Should there be any modifications in the proposed assessments as a result of the hearing; changes in the assessment spread will be made as necessary. After any recalculations are completed, and Council adopts the attached resolution confirming the abatements and ordering those costs to be imposed as liens on the abated properties, the assessments will be submitted to the County Assessor for entry on the October tax roll upon which general City taxes are to be collected. RESOURCE IMPACT There is no direct fiscal impact of this action to the City. The assessments identified on Exhibit "A" of the resolution, totaling $39,348.27, will be imposed as liens on the properties listed and will not be borne by the City. POLICY IMPLICATIONS This procedure is consistent with existing City policies. ENVIRONMENTAL ASSESSMENT The Santa Clara County Counsel has determined the Weed Abatement Program to be Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15308. Attachments: • Attachment A: 2018 Resolution Confirming Weed Abatement Report City of Palo Alto Page 2 NOT YET APPROVED Resolution No. Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein RECITALS A. The Council of the City of Palo Alto has heretofore declared weeds growing on certain properties within the City to be a public nuisance by Resolution No. 9719, dated November 13, 2017 and B. The Council on January 22, 2018, did adopt Resolution No. 9733 thereby ordering the weed nuisance abated; and C. Subsequent to the giving of said notice, the Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has caused to be abated the weeds on the herein described properties; and D. The Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has filed his report and assessment list for weed abatement as provided by law and a hearing has been duly set and noticed, for objections to said report and assessment list and for confirmation; and E. The Council has duly considered the report and assessment list and any objections thereto. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The report and assessment list is in all respects complete and correct and is hereby confirmed. The amounts of the cost for abating the nuisance are confirmed and those remaining unpaid, as shown on Exhibit "A" attached hereto and incorporated herein, shall constitute special assessments against the respective parcels of land and are a lien on the property for the amount of the respective assessment. SECTION 2. All written or oral protests or objections to said report and assessment list are overruled or denied. SECTION 3. The unpaid assessments shown on Exhibit "A" shall be entered upon the 2018-2019 tax roll against the parcels of land and shall be collected at the same time and in the same manner as general City taxes, be subject to the same interest and penalties, and be subject to the same procedure and sale in case of delinquency. All laws and ordinances applicable to the levy, collection, and enforcement of City taxes are hereby made applicable to this special assessment. 20180529 ay fire misc\weed abatement 1 NOT YET APPROVED SECTION 4. Santa Clara County has determined the weed abatement program to be categorically exempt from CEQA pursuant to CEQA Guidelines Section 15308. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Fire Chief Director of Administrative Services {date] sh 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 2018 Weed Abatement Program Assessment Report CITY of PALO ALTO Exhibit Al TAX ROLL Situs APN OWNER ADDRESS AMT TRA 1119 Fife 003-21-063 Jue, Kenneth R PO Box 83 PALO ALTO 94302-0083 $90.00 6006 1031 Embarcadero 003-42-060 Ferris, Cynthia M 825 Carmel St SANTA CRUZ 95062-4633 $1,294.84 6006 2385 St Francis 003-48-021 Zadik, Yair And Linda 2385 St Francis Dr PALO ALTO 94303-3136 $1,302.48 6006 2075 Louis 003-50-021 Keller, Jeffrey R 2075 Louis Rd PALO ALTO 94303-3452 $1,783.80 6006 900 California 003-51-021 Wavecho Llc 4546 El Camino Real LOS ALTOS 94022 $90.00 6006 946 El Cajon 003-52-057 Pillsbury, Helen B And Albert F 946 El Cajon Wy PALO ALTO 94303-3408 $90.00 6006 669 Everett 120-02-017 Golub, Benjamin Trustee & Et Al 669 EverettAv PALO ALTO 94301-1342 $90.00 6006 260 Byron 120-02-030 Liveright, Michael 260 Byron St PALO ALTO 94301-1307 $1,325.40 6006 733 Ramona 120-27-063 Koda, Ross K Trustee 0 PO Box 156 SOUTH DOS PALOS 93665 $1,409.44 6006 1215 Emerson 124-12-016 Levitsky, Robert S 1200 Emerson St PALO ALTO 94301-3528 $90.00 6006 2257 Bryant 124-14-021 Hong, Jack Trustee & Et Al 658 Lowell Av PALO ALTO 94301-3817 $90.00 6006 1200 Emerson 124-15-001 Levitsky, Robert S 1200 Emerson St PALO ALTO 94301-3528 $90.00 6006 1246 Emerson 124-15-004 Castilleja School Foundation 1310 Bryant St PALO ALTO 94301 $90.00 6006 128 Kingsley 124-15-038 Khan, Anwar And Nayyar 2341 Falling Water Ct SANTA CLARA 95054-1316 $1,531.68 6006 168 Kellogg 124-16-009 Myers, John A And Yvonne M 168 Kellogg Av PALO ALTO 94301-3536 $90.00 6006 111 Washington 124-19-106 Kulkarni, Sachin And Narkhede, 353 Whisman Station Dr MOUNTAIN VIEW 94043-2011 $90.00 6006 170 California 124-20-030 Lee, Dongik And Hyunhee 170 California Av PALO ALTO 94301-3959 $90.00 6006 2105 Birch 124-27-031 Lynn, Benjamin Et Al 2105 Birch St PALO ALTO 94306-1539 $90.00 6006 Report Date: 5/18/2018 (List Sorted by APN) Page 1 2018 Weed Abatement Program Assessment Report CITY of PALO ALTO Exhibit Al TAX ROLL Situs APN OWNER ADDRESS AMT TRA 19 360 Leland 124-30-067 Hammerson, William A And Kathleen 375 Leland Av PALO ALTO 94306-1128 $90.00 6006 20 425 Stanford 124-31-027 Nicholls, Marie L Trustee 425 Stanford Av PALO ALTO 94306-1149 $90.00 6006 21 2469 Louis 127-03-072 Shamoto, Arlene Sachiko Trustee & 2140 Santa Cruz Av MENLO PARK 94025 $90.00 6006 22 743 Colorado 127-34-101 Huang, Hsing Y Et Al 743 Colorado Av PALO ALTO 94303-3913 $90.00 6006 23 3101 Middlefield 127-53-007 Fisher Llc 4861 Sally Ct UNION CITY 94587 $90.00 6006 24 699 Ashton 132-04-093 Shiu, Pun H 699 Ashton Av PALO ALTO 94306-3610 $90.00 6006 25 3489 Cowper 132-05-108 Mc Calley, Roderick C Et Al 3489 Cowper St PALO ALTO 94306-3617 $90.00 6006 26 149 El Dorado 132-25-022 Quan, Steven Y And Lillian M Trustee 3143 Greer Rd PALO ALTO 94303-4027 $1,287.20 6006 27 18 Roosevelt 132-29-069 Bernstein, Amir 18 Roosevelt CI PALO ALTO 94306-4216 $90.00 6006 28 0 Olive 132-32-037 Si 45 Lk 10600 De Anza B1 Ste 200 CUPERTINO 95014 $90.00 6006 29 3350 Birch 132-33-050 Linda Allen 1700 Space Park Dr. SANTA CLARA 95054 $90.00 6006 30 231 Fernando 132-34-019 Goodrich, Evelyn LAnd George M 231 Fernando Av PALO ALTO 94306-2815 $715.66 6006 31 210 Matadero 132-34-024 Apte, Raj B Et Al 210 Matadero Av PALO ALTO 94306-2831 $90.00 6006 32 220 Matadero 132-34-025 Ajloun Enterprises Lk 186 Camelia Dr DALY CITY 94015 $1,830.10 6001 33 3605 Park 132-34-050 Brosz, Karolyn 3605 Park B1 PALO ALTO 94306-2853 $1,363.60 6006 34 210 Wilton 132-35-012 Chase Wilton LIc 3024 Ross Rd PALO ALTO 94303-4102 $90.00 6006 35 434 Fernando 132-39-025 Trevillion, Lynette 434 Fernando Av PALO ALTO 94306-2819 $90.00 6006 36 459 Fernando 132-39-032 Creelman, Michael W And Rosie M 0 P O Box 971 HAGATNA 96932 $90.00 6006 Report Date: 5/18/2018 (List Sorted by APN) Page 2 2018 Weed Abatement Program Assessment Report CITY of PALO ALTO Exhibit Al TAX ROLL Situs APN OWNER ADDRESS AMT TRA 37 3938 Park 132-42-031 Villador, Guadalupe 3938 Park B1 PALO ALTO 94306-3306 $90.00 6006 38 3905 Park 132-42-065 Lu, Slim Et Al 3905 Park Bl PALO ALTO 94306-3307 $90.00 6006 39 4032 Park 132-43-025 Zhu, Li And Wan, Fanny Trustee 33345 7th St UNION CITY 94587 $1,283.38 6006 40 4060 Park 132-43-030 Velkoff, Victoria 4060 Park Bl PALO ALTO 94306-3308 $90.00 6006 41 300 Charleston 132-45-079 Jeske, Steven E 300 Charleston Rd PALO ALTO 94306-4101 $90.00 6006 42 3080 South 132-47-037 Seth, Shashi Trustee 2400 El Camino Real #1103 MOUNTAIN VIEW 94040 $90.00 6006 43 2321 Wellesley 137-02-024 Culpepper, Benjamin J 335 Panoramic Wy BERKELEY 94704 $90.00 6006 44 2250 Columbia 137-05-095 Taggart, Kenneth P.o. Box 61178 Palo Alto 94306-6178 $90.00 6006 45 2120 Columbia 137-06-088 Hall, Lois M Trustee 1135 Hopkins Av PALO ALTO 94301-3435 $90.00 6006 46 3700 El Camino Real 137-11-078 Kss Investment LIc 1380 Miravalle Av LOS ALTOS 94024-5744 $1,363.60 6006 47 4031 Amaranta 137-21-034 Sood, Rakesh Trustee & Et Al 4218 Ynigo Wy PALO ALTO 94306-3843 $90.00 6006 48 795 Cereza 137-21-064 Lamb, Mary Ellen 795 Cereza Dr PALO ALTO 94306-3145 $90.00 6006 49 4146 El Camino Real 137-24-034 Juan, Su Chen And Chung-chiung 6 Atherton Oaks Ln ATHERTON 94027 $1,879.30 6006 50 4175 Alta Mesa 137-25-005 Alina, Myrna And Myrna Alina 2012 4175 Alta Mesa Av PALO ALTO 94306-3931 $90.00 6006 51 590 Maybell 137-25-088 Vilkin, Peter 673 Maybell Av PALO ALTO 94306-3817 $90.00 6006 52 575 Maybell 137-25-108 Golden Gate Homes Llc 2225 Bayshore Rd PALO ALTO 94303 $90.00 6006 53 567 Maybell 137-25-109 Golden Gate Homes Llc 2225 Bayshore Rd PALO ALTO 94303 $90.00 6006 54 4155 Amaranta 137-26-001 Corlay, Nancy 4155 Amaranta Av PALO ALTO 94306-3903 $90.00 6006 Report Date: 5/18/2018 (List Sorted by APN) Page 3 2018 Weed Abatement Program Assessment Report CITY of PALO ALTO Exhibit Al TAX ROLL Situs APN OWNER ADDRESS AMT TRA 55 3495 Deer Creek 142-16-062 Leland Stanford Jr Univ Board 150 Portola Rd PORTOLA VALLEY 94025 $2,204.00 6006 56 3500 Deer Creek 142-16-066 Leland Stanford Jr University Board 3500 Deer Creek Rd PALO ALTO 94304 $6,597.00 6006 57 4208 Ruthelma 148-02-002 Shiu, Boon W 2478 Geary BI SAN FRANCISCO 94115-3317 $90.00 6006 58 295 Charleston 148-02-010 He, Shudorg And Chen, Zheng 295 Charleston Rd PALO ALTO 94306-4128 $90.00 6006 59 262 Whitclem 148-02-044 Huang, Haihua And Jiang, Min 6665 Clifford Dr CUPERTINO 95014-4530 $90.00 6006 60 285 Charleston 148-03-033 O-yuan, Shan And Cheng, Tang Yu 317 Hartstene Dr REDWOOD CITY 94065 $90.00 6006 61 156 Monroe 148-06-003 Tu, Lily 434 Canal St #15 SAN JOSE 94080 $90.00 6006 62 4350 Silva 148-12-016 Brown, Thomas C And Wang, Kuo- 4350 Silva Ct PALO ALTO 94306-4422 $90.00 6006 63 693 Arastradero 167-04-011 Bowman International School 4000 Terman Dr PALO ALTO 94306-3838 $90.00 6006 64 4179 Oak Hill 175-01-025 Bachrach, Virginia R Trustee 171 Everett Av PALO ALTO 94301 $90.00 6006 65 4169 Oak Hill 175-01-026 Bachrach, Virginia R Trustee 171 Everett Av PALO ALTO 94301 $90.00 6006 66 849 Mesa 175-01-037 T.I.t. LIc Po Box 1667 PALO ALTO 94302 $1,631.00 6001 67 4158 Oakhill 175-01-051 Kamath, Swati P Trustee 4158 Oakhill Av PALO ALTO 94306-3720 $1,527.86 6006 68 4247 Manuela 175-02-051 Weakland, Alan Trustee & Et Al 515 Flower St LOS ANGELES 90071 $90.00 6006 69 4243 Manuela 175-02-053 Weakland, Alan Trustee & Et Al 515 Flower St LOS ANGELES 90071 $90.00 6006 70 4103 Old Trace 175-20-078 SmithwickAlton 0 & Ursula L Po Box 60065 PALO ALTO 94306 $1,565.51 6020 71 890 Mockingbird 175-20-082 Joshi, Vivek Trustee & Et Al 890 Mockingbird Ln PALO ALTO 94306-3719 $90.00 6006 72 895 Mockingbird 175-20-086 Wolf, Elizabeth B Trustee 895 Mockingbird Ln PALO ALTO 94306-3719 $90.00 6006 Report Date: 5/18/2018 (List Sorted by APN) Page 4 2018 Weed Abatement Program Assessment Report CITY of PALO ALTO Exhibit Al TAX ROLL Situs APN OWNER ADDRESS AMT TRA 73 Old Adobe 175-20-092 Grove Eva K Trustee 171 Main St Unit 278 LOS ALTOS 94022 $2,322.42 6020 74 2946 Alexis 182-40-004 Hwang, Cherng-daw And Bi-shuang 2946 Alexis Dr PALO ALTO 94304-1301 $90.00 6006 75 3101 Alexis 182-43-020 Bottoms, Wilmer R And Diane L 3101 Alexis Dr PALO ALTO 94304-1306 6006 76 996 Laurel Glen 182-43-037 Shoukry, Mohamed M Trustee & Et 10675 Santa Lucia Rd CUPERTINO 95014-3937 $90.00 6006 77 963 Laurel Glen 182-49-002 Schatz, Jacqueline J Po Box 17625 STANFORD 94309 $90.00 6006 TOTAL $39,348.27 Report Date: 5/18/2018 (List Sorted by APN) Page 5 CITY of City of Palo Alto (ID # 9141) PALO ALTO City Council Staff Report Report Type: Action Items Meeting Date: 6/25/2018 Summary Title: Resolution Amending Downtown RPP Title: Adoption of a Resolution Related to the Downtown Residential Preferential Parking (RPP) Program Reducing or Otherwise Amending the Number of Employee Parking Permits and Making Related Changes, Modifying or Maintaining the Prohibition on Re -Parking in the RPP District More Than Two Hours After Initially Parking, and Making Other Clarifying Modifications to Resolution 9671. CEQA: Exempt Pursuant to CEQA Guidelines Section 15061(b)(3). (Continued from April 2, 2018) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council A. Adopt a Resolution (Attachment A) to amend the Downtown Residential Preferential Parking (RPP) Program Resolution No. 9671, reducing the number of employee permits and making other clarifying changes (tracked in Attachment A); B. Direct staff to make corresponding changes to the Administrative Guidelines for the residential preferential parking programs; C. Discuss and provide direction on whether to maintain or amend the Resolution to modify the prohibition on "re -parking" in the RPP district after two hours has expired from the time of initial parking; and D. Find these actions exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Sections 15061(b)(3) and 15301 (Existing Facilities) of Title 14 of the California Code of Regulations. Note: The attached draft resolution reflects City Council direction on February 26, 2018 and appeared on the City Council's agenda for adoption on April 2, 2018. At that time, this item was pulled from Consent for further discussion. This agenda item will allow the City Council to adopt the attached resolution, with or without modification regarding the number of employee City of Palo Alto Page 1 permits. Some updated information has been included in this report since the April 2, 2018. Background and Discussion On February 26, 2018 the City Council received a report on the Downtown Residential Preferential Parking Program and requested that staff return with an amended resolution to reduce the number of employee parking permits to 1,000 with another 100 held in reserve. The staff report can be found at https://www.cityofpaloalto.org/civicax/filebank/documents/63524 and the meeting minutes can be found at https://www.cityofpaloalto.org/civicax/filebank/documents/63867. Employee parking permit reductions occurred in employee parking zones 8, 9, and 10. A map of the Downtown RPP employee parking zones is included as Attachment B. The proposed Resolution would make the change consistent with the Council's request on February 26th. The Resolution also includes minor modifications to expressly reference the Municipal Fee Schedule as the mechanism through which Downtown RPP fees are adjusted. On April 2, 2018, the proposed Resolution was on the Consent Calendar of the Council's agenda consistent with the Council's direction on February 26th. At that time, three Councilmembers requested that the matter be removed from the Consent Calendar and rescheduled for a future Council meeting on the Action Calendar. The Downtown RPP Program is now before the Council again for further consideration of the number of employee parking permits that should be made available. Since the February 26, 2018 meeting, 1,000 permits have been made available to employees in the Downtown RPP district, and enforcement of the new permits began on April 1, 2018. Many subzones within the district are sold out. 213 permits are available for all employees within the RPP in zones 3 and 4. Table 1 below, shows the total number of employee permits sold as of April 17, 2018. Table 1: Six -Month Permits Sold Zone Allocated Permits Sold Available 1 69 69 0 2 111 111 0 3 208 86 122 4 176 85 91 5 162 162 0 6 92 92 0 7 125 125 0 City of Palo Alto Page 2 8 57 57 0 1000 787 213 Source: Planning and Community Environment Department, April 17, 2018 Subsequent to April 17, staff has begun reassigning some available employee parking permits from Employee Parking Zones 3 and 4 to Employee Parking Zone 8, which is closer to the dental and medical establishments along Middlefield Road and the businesses in SOFA. This reallocation will be implemented incrementally (i.e. gradually) to monitor demand. After the reassignment, Employee Parking Zone 8 will still have fewer permits than it did during the last phase of the program and the total number of permits in all zones will not exceed the limit established by the Council's resolution. Staff has become aware of another issue that warrants the Council's attention. Specifically, while the attached resolution prohibits those without permits from re -parking wiithin the same Employee Parking Zone after two hours, staff recently learned that such a prohibition can only be enforced if made explicit by signs installed in the RPP district (i.e., at RPP district entry points or where existing RPP signs are posted) so that the public has adequate notice. Staff does not have the resources to undertake this quantity of additional signs at this time, but can program the work for sometime in the fall. Before undertaking this resource -intensive effort, staff wanted to confirm Council's desire to maintain the re -parking prohibition with the understanding that this prohibition does not just impact those who desire to continuously move their cars throughout the day. The re -parking prohibition also prevents members of the public from parking in a specific Employee Parking Zone in the morning for a short duration (less than two hours) and then re -parking in the same zone later that day if it's more than two hours after initially parking. So an individual parking at 9:00 a.m. for 30 minutes, then returning to the same zone to park at 3:00 p.m. for any duration would be in violation of the re -parking prohibition.This is consisent with the reparking rules for the color zones in the downtown commercial core. Should Council wish to continue the re -parking prohibition, the proposed Resolution includes clarifying modifications to the existing provision. Other changes to the Resolution include: clean-up references to the attached exhibits showing the district boundaries: replacement of extraneous text on fee amounts with references to the Municipal Fee Schedule; and modification to the low-income employees preference provision to better reflect the implementation of the program, consistent with other RPP program resolutions. Policy Implications Regulating parking is consistent with the City's three -pronged approach to reduce traffic and parking demand. In addition, the Downtown RPP program addresses the following Comprehensive Plan policies: City of Palo Alto Page 3 • Policy T-5.2 Continue to implement a comprehensive program of parking supply and demand management strategies citywide to optimize the use of existing parking spaces. • Policy T-5.11 Work to protect residential areas from parking impacts of nearby businesses and uses, recognizing that fully addressing some existing intrusions may take time. • Policy B-2.3 Recognize that employers, businesses and neighborhoods share many values and concerns, including traffic and parking issues and preserving Palo Alto's livability, and need to work together with a priority on neighborhood quality of life. Resource Impact In FY18, downtown employee RPP permits cost $365 for a six month period ($50 for low income employees). Thus the number of employee permits directly affects the revenue collected. An updated projection of costs and revenues will be as part of the annual budget process. Any additional signs installed to allow enforcement of the "no re -parking" rule will be accomplished with funding from CIP PL -15003, Residential Preferential Parking. Timeline Staff has held employee permits back in anticipation of this resolution's approval. Effectively, this means that the new cap on employee permits will be in place beginning April 1, 2018. Environmental Review This program is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the adoption and implementation of this program may have a significant effect on the environment and Section 15301 in that this proposed resolution will have a minor impact on existing facilities. Attachments: Attachment A: Reso Amending and Restating the Downtown RPP Program (DOCX) Attachment B: Downtown RPP Zone Map (JPG) City of Palo Alto Page 4 Resolution No. Resolution of the Council of the City of Palo Alto Amending Resolution 9671 that Established the Downtown Residential Preferential Parking District (RPP) Program as a Continuing Program to Modify the Number of Employee Parking Permits Available, to Make Clarifying and Other Minor Modifications and to Restate the Downtown RPP District Program Provisions RECITALS A. California Vehicle Code Section 22507 authorizes the establishment, by city council action, of permit parking programs in residential neighborhoods for residents and other categories of parkers. B. A stakeholders group comprised of Downtown residents and business interests was convened to discuss the implementation of Residential Preferential Parking Districts (RPP Districts). C. On December 15, 2015 the Council adopted Ordinance No. 5294, adding Chapter 10.50 to Title 10 (Vehicles and Traffic) of the Palo Alto Municipal Code. This Chapter establishes the city-wide procedures for RPP Districts in the city. D. On December 1, 2014, the Council adopted Resolution No. 9473 implementing the Downtown Residential Preferential Parking Pilot Program in two phases, and on February 23, 2016, the Council adopted Resolution No. 9577 updating the process for implementing the second phase. E. On March 6, 2017 the Council adopted Resolution No. 9671 to end the pilot phase and implement the Downtown Residential Preferential Parking Program as a continuing program. F. It is the goal of the City to reduce the impacts of non-resident overflow parking from the Downtown Commercial District on the surrounding neighborhoods. G. The Council desires to amend Resolution 9671 to reduce the number of employee parking permits that may be issued and to make other clarifying and minor modifications. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES, as follows: SECTION 1. Findings. The criteria set forth in Section 10.50.030 of the Palo Alto Municipal Code for annexing the areas described in 3.A of this Resolution as part of the Downtown Residential Preferential Parking Program District have been met as follows: (1) That non-resident vehicles do, or may, substantially interfere with the use of 1 on -street or alley parking spaces by neighborhood residents, in that, based on observation, there are few available parking spaces available midday, while the streets are relatively unoccupied at midnight, thus demonstrating the parking intrusion is largely by non-residents. (2) That the interference by the non-resident vehicles occurs at regular and frequent intervals, either daily or weekly, in that the parking intrusion is contained to the daytime hours during the regular workweek. (3) That the non-resident vehicles parked in the area of the proposed district create traffic congestion, noise, or other disruption (including shortage of parking spaces for residents and their visitors) that disrupts neighborhood life, in that based on information from residents and other city departments the vehicle congestion is interfering with regular activities. (4) Other alternative parking strategies are not feasible or practical in that the City has implemented a series of alternative parking strategies in the past and concurrently and there is still a shortage of parking available SECTION 2. Duration and Issuance of Permits. The following provisions shall apply to the Downtown Residential Preferential Parking Program District: A. Resident Parking Permits. Resident Parking Permits will be distributed pursuant to the criteria listed under Section 5.0 of this Resolution. Resident Parking Permits shall be valid for one-year increments, commencing on April 1, 2017. Resident Parking Permits will be valid anywhere within the boundaries of the Downtown Residential Preferential Parking Program District. B. Employee Parking Permits. The City shall also issue permits to Downtown Employees pursuant to the criteria listed under Section 5.0 of this Resolution. Employee Parking Permits shall be in effect for six months. The first round of permits shall become effective on April 1, 2017 and expire on September 30, 2017. New Employee Parking Permits will be available for purchase every six months thereafter. C. Temporary Work Parking Permits. The City shall also issue Temporary Work Parking Permits for contractors or construction workers completing work for households located within the Downtown Residential Preferential Parking Program District. Prices and duration of the Temporary Work Parking Permits will be determined by the Development Services Director at the time of application in accordance with the Municipal Fee Schedule. D. Duration. These regulations shall commence on April 1, 2017. The City will make permits available for Residents, Employees, and Contractors prior to April 1, 2017. E. Permanent Regulations. The Downtown Residential Preferential Parking Program shall remain in force until the City Council takes action tocxtcnd, modify; or rescind. SECTION 3. Downtown Residential Preferential Parking Program District Boundaries. 2 A. Annexed Zones. The areas shown on Exhibit BA as "Downtown RPP Program Area" are included in the Downtown Residential Preferential Parking Program District. B. Eligibility Areas. The areas shown on Exhibit B as "Approved Eligibility Areas are eligible for administrative annexation, as provided in Palo Alto Municipal Code Section 10.50.085. C. Employee Parking Zones. The area within the District Boundaries (which includes both the Annexed Zones and the Eligibility Areas referenced in subsections A and B, above) is divided into several Employee Parking Zones as listed in Exhibit A and shown in Exhibit B. No person shall park in the same employee parking zone within the Downtown Residential Preferential Parking Program District for more than two continuous hours without a valid permit. Re parking on the same day in the same zone by any person without a valid parking permit or otherwise exempt from Chapter 10.50 shall be prohibited. SECTION 4. Hours and Days of Enforcement, Parking Restrictions, and Exemptions. A. Hours. The Downtown Residential Preferential Parking Program parking regulations shall be in effect Monday through Friday from 8:00 AM to 6:00 PM, except holidays as defined in Palo Alto Municipal Code Section 2.08.100. Outside of these enforcement hours, any motor vehicle may park in the Downtown Residential Preferential Parking Program District, subject toother applicable parking regulations. B. Two -Hour Parking Limit; Re -parking Prohibited. During the regulated days and hours of enforcement, the following parking prohibitions shall apply: o person shall park in the same Employee Parking Zone within the Downtown Residential Preferential Parking Program District for more than two continuous hours without a valid parking permit._ ii. No person shall re -park on the same day in the same Employee Parking Zone within the Downtown Residential Preferential Parking Program District so as to be parked within the same zone more than two hours after initially parking without a valid parking permit. Exemptions. A vehicle lawfully displaying a valid Resident Parking Permit or Employee Parking Permit in the proper fashion shall be exempt from the two-hour time limit. Electric vehicles parked at and using an electric charging station within the Downtown Residential Preferential Parking Program District shall be exempt from the two-hour limit. Other vehicles exempt from the parking regulations are identified in Palo Alto Municipal 3 Code Section 10.50.070. SECTION 5. Residential and Employee Parking Permits. A. Duration. Resident Parking Permits shall be available on an annual basis. One -day Resident Parking Permits shall also be available. Employee Parking Permits shall be available on a six-month basis. One -day Employee Parking Permits shall also be available. B. Purchase of Permits. Requirements and eligibility for purchase of both Resident Parking Permits and Employee Parking Permits shall be listed in the Residential Preferential Parking Administrative Guidelines, as approved by the Planning and Community Environment Director. C. Parking Permit Sales. 1. Resident Parking Permits. a. Annual Resident Parking Permit Stickers. Each residential address may obtain up to four (4) annual Resident Parking Permit Stickers at the costs listed in the Municipal Fee ScheduleSection 6.A. The first permit is free. b. Annual Resident Parking Permit Hangtags. Each residential address may purchase up to two (2) annual Residents Parking Permit Hangtags, which are transferable within a household. The permit shallclearly indicate the date through which it is valid. c. Daily Resident Parking Permits. Each residential address may purchase up to 50 Daily Resident Parking Permits annually. These permits may be in the form of scratcher hangtags, an on-line issuance system, or such otherform as the City may decide. The permit shall clearly indicate the date through which it is valid. 2. Employee Parking Permits. The City may issue Employee Parking Permits for use by employees working in the Downtown area as specified in Exhibit A. Employee Parking Permits shall be subject to the following regulations: a. Commuting Only. Employee Parking Permits are for the exclusive use by employees working for businesses within the proposed Downtown Residential Preferential Parking Program District boundaries while commuting to work. b. Employee Parking Permit Cost. Employees may purchase permits at the costs listed in Scction 6.Dthe Municipal Fee Schedule. c. Six-month Employee Parking Permit Cap. The City shall issue Six-month Employee Parking Permits on an iterative basis to ensure that the issuance of Six-month Employee Parking Permits does not adversely affect parking conditions for residents and merchants in the District in accordance with Section 22507(b) of the Vehicle Code. Notwithstanding the above, the City shall issue no more than 1,4001,000 Employee Permits, with an additional 100 held in reserve - 4 for the Eligibility Areas within Employee Parking Zoncs 9 and 10, during the first y ar of the permanent Downtown Residential Preferential Parking Program implementation. The initial 1,500 and the reduced total of Employee Parking Permits thcr fter are to be allocated among the existing, annexed, and eligible Employee Parking Zones according to the authorized maximums annually determined by the Planning and Community Environment Director. Only streets participating in the Downtown Residential Preferential Parking Program may be allocated permits. d. Six-month Employee Parking Permit Priority for Low-income Employees. The Planning and Community Environment Director shall reserve approximately half of the annual employee permits in each zone for purchase by employees who qualify for reduced price permits based on hourly or annual income. The other half will be sold on a first come, first serve basis to all employees.Preference will be given in the sale of Six-month Employee Parking Permits to employees who qualify for reduced price permits based on hourly or annual income. e. Employee Parking Zones. Each Employee Parking Permit shall be issued for only one of the Employee Parking Zones as shown in Exhibits A and B and shall entitle the permitholder to park only in that zone for more than two hours. f. Daily Employee Parking Permits. Daily Employee Parking Permits will be availableto employees only, and will not be available for sale to employers. Employees will be limited to purchase up to four (4) daily parking permits per month, or roughly one per week. 1. Distribution of daily employee permits. Daily employee permits will be zone- specific and will be sold randomly. No daily employee permits will be sold in Zones 9 and 10. Employees will not select a specific zone when purchasing a daily permit, and will receive a zone specific daily employee permit selected at random at the time of mailing. SECTION 6. Cost of Parking Permits. The cost of Parking Permits shall set by the City's Municipal Fee Schedule, be as follow and may be adjusted from time to time te- maintain consistency with parking permits issued for Downtown lots and garages: A. Annual Resident Parking Permit Sticker. First permit $0/year; second permit $50/y ar; third permit $50/y ar; fourth permit $50/y ar. No more than four parking permits will be sold per residential address. B. Annual Resident Parking Permit Hangtag. A residential address may Additional permits may be approved by the Planning and Community Environment Director upon a showing of good cause. E. a, -Resident arki Permit. A si entia'T ,zss urchase-up to 5 50 Daily Resident Parking Permits per y ar at$5/c\ach. D. Employee Parking Permits 1. Full price Permit: $233/six months 2. Reduced price Permit for Low income Employees: $25/six months 3. Reduced price Permit for Addison Elementary School employees: 4. $25/six months Temporary Work Parking Permit: Issued by Palo Alto Development Center with cost and duration determined at time of application by the Development Services Director. SECTION 7. CEQA. This resolution is exempt from the requirements of the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) of Title 14 of the California Code of Regulations since it can be seen with certainty that there is no possibility the adoption and implementation of this resolution may have a significant effect on the environment and Section 15301 in that this proposed ordinance will have a minor impact on existing facilities. SECTION 8. Supersede. To the extent any of the provisions of this Resolution are inconsistent with the regulations set forth in Resolution 9671, this Resolution shall control. SECTION 9. Effective Date. This Resolution shall take effect immediately upon adoption. Enforcement shall commence, pursuant to Chapter 10.50 of Title 10 of the Palo Alto Municipal Code and the California Vehicle Code, when signage is posted. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager 6 Director of Planning and Community Environment 7 EXHIBIT A Table 1. Downtown RPP Program Employee Parking Zones and Current Allocations) Employee Parking Zone Boundaries 1 Lytton Avenue between Alma Street and Webster Street (where RPP restrictions are in place) 300 blocks of: Alma Street, High Street, Emerson Street, Ramona Street, Bryant Street, Waverley Street, Kipling Street, Cowper Street Everett Avenue between Alma Street and Webster Street 69 2 200 blocks of: Alma Street, High Street, Emerson Street, Ramona Street, Bryant Street, Waverley Street, Kipling Street, Cowper Street Hawthorne Avenue between Alma Street and Webster Street 111 3 100 blocks of: Alma Street, High Street, Emerson Street, Ramona Street, Bryant Street, Waverley Street, Kipling Street, Cowper Street Palo Alto Avenue between Alma Street and Webster Street Poe Street Ruthven Avenue Tasso Street 208 4 Palo Alto Avenue between Webster Street and Guinda Street 600 block of Hawthorne Avenue 600 and 700 blocks of Everett Avenue, Lytton Avenue, University Avenue 100-500 blocks of Webster Street, Byron Street, Middlefield Road, Fulton Street 176 5 600 and 700 blocks of Hamilton Avenue 200-700 blocks of Forest Avenue and Homer Avenue 700 blocks of Ramona Street, Bryant Street, Waverley Street, Cowper Street 600-700 blocks of Webster Street, Byron Street, Middlefield Road, Fulton Street 162 6 800 blocks of Ramona Street, Bryant Street, Waverley Street, Kipling Street, Cowper Street, Webster Street, Middlefield Road Channing Avenue between Ramona Street and Guinda Street 92 7 900 blocks of Ramona Street, Bryant Street, Waverley Street, Cowper Street, Webster Street, Middlefield Road Addison Avenue between High Street and Guinda Street 125 8 1000 and 1100 blocks of High Street, Emerson Street, Ramona Street, Bryant Street, Waverley Street, Cowper Street, Webster Street, Byron Street, Middlefield Road, 33757 Employee Boundaries Permit Parking Allocation Zone Fulton Street Lincoln Avenue and Kingsley Avenue between Alma Street/Embarcadero Road and Guinda Street Embarcadero Road from Alma Street to Kingsley Avenue 9 1200 block of Bryant Street 23 (50)*0 1200-1300 blocks of Waverley Street 1200-1400 blocks of Cowper Street, Webster Street, Byron Street 1300-1400 blocks of Tasso Street 1200-1500 blocks of Middlefield Road 1200-1300 blocks of Fulton Street Melville Avenue between Embarcadero Road and Guinda Street Kellogg Avenue between Cowper Street and Middlefield Road Embarcadero Road between Kingsley Avenue and Middlefield Road 10 Guinda Street between Palo Alto Avenue to Melville 97 (50)*0 Avenue Palo Alto Avenue between Guinda Street and Hale Street 500 blocks of Chaucer Street and Hale Street 600 block of Hale Street 800 blocks of Lytton Avenue, Homer Avenue and Palo Alto Avenue 800 and 900 blocks of University Avenue, Hamilton Avenue 800-1100 blocks of Forest Avenue Boyce Avenue between Guinda Street and Hale Street 1000-1100 blocks of Fife Avenue 800-900 blocks of Channing Avenue and Addison Avenue 800-1000 blocks of Lincoln Avenue 800 block of Melville Avenue 1000-1100 blocks of Hamilton Avenue Total Six-month Employee Parking Permits 1,4001,0002 (1,100) 1 The permit allocations within each zone may be modified annually through administrative action of the Director of Planning and Community Environment, so long as the 1,000 (or 1,100 as applicable) maximum is not exceeded. z*A Six-month Employee Parking Permits in this Employcc Parking Zonc portion100-ef additional Source: Department of Planning & Community Environment, March 7, 20172018 DocuSign Envelope ID: FF38D2F2-E162-47A2-B01F-713B07C8C9C0 EXHIBIT B CITY OF PALO ALTO Downtown Residential Preferential Parking Program MEN LO PA RK cr 0 cr 0 • o� STANFORD Downtown RPP Program Area Approved Eligibility Area Non-RPP Parking in RPP District (check signs) I I RPP Employee Parking Zones —J ,44 'Oaf()Avc ..... -- ..... -- > anning eve ' L creenwoo uln a arkinson A Visit http://paloalto.parkingguide.com/parking-program/downtown-residential-preferential-parking-program/ for additional information or contact 650-329-2520. Downtown Residential Preferential Parking Program Milton Ave M E N L 0 Halo q��° i„ \ / s�` T, P A R I< �, ;� Q" "°�/v ` ;�✓ S�/ " Forest Ave o� ♦ r J0 � B� N/Q, � ♦� (��d I I Q ro 9� .c ♦ S 1 o r� ��� ♦eb Sty \,o,� ♦ Fife Ave Q Jr,t, aai o c u� N op o cm 1• • • `off\ ,�''>do ���° ♦ • i ♦ `Channing Ave • 2 ¢t� �o /cy�y� ♦♦ Greenwood -1 � sic /� �Q 5 ♦ 4, .c^`�i�Y/ /� J I ♦_ X �� i.� c�/ \ i �.. �S'��o,� \`. GL�uinda St ♦�' I;arkinson Ave STANFORD Downtown RPP Program Area Approved Eligibility Area Non-RPP Parking in RPP District (check signs) 1 1 RPP Employee Parking Zones Visit http://paloalto.parkingguide.com/parking-program/downtown-residential-preferential-parking-program/ for additional information or contact 650-329-2520. CITY OF City of Palo Alto (ID # 9370) PALO ALTO City Council Staff Report Report Type: Action Items Meeting Date: 6/25/2018 Summary Title: Stanford GUP Re -Circulated DEIR 2018 Title: Review and Provide Direction to Staff on the Stanford University General Use Permit 2018 Re -Circulated Draft Environmental Impact Report From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council review this report and provide direction to staff as appropriate. Background In November 2016, Stanford applied to Santa Clara County (County) requesting an update of its General Use Permit (Proposed Project), as well as minor revisions to the Stanford Community Plan and changes to some of the on -campus zoning regulations. The Stanford GUP application sets forth a conceptual development plan in County jurisdiction through a 2035 planning horizon. Some of key components of the proposed project include: • 2,275,000 SF net new academic and academic support space; • 3,150 net new housing units/beds of which up to 550 dwelling units would be available for faculty, staff, postdoctoral scholars and medical residents; • 40,000 SF net new of childcare center space and other space that reduces vehicle trips (e.g., transit hub); • Use of up to 50,000 SF of construction surge space authorized under the 2000 General Use Permit. The City has previously responded to a Draft Environmental Impact Report (DEIR) that was released for public comment last year. A new Recirculated Draft Environmental Impact Report (RDEIR)1 was released on June 12, 2018. 1 Available online: https://www.sccgov.org/sites/dpd/Programs/Stanford/Pages/GU P2018CEQA.aspx City of Palo Alto Page 1 The RDEIR is limited in focus and is intended to supplement the DEIR. The public comment period on the RDEIR extends to July 26th. Some of the key aspects of the RDEIR include the following: • New significant and unavoidable impact by not providing all or some of the housing need generated by the 2018 GUP Project within the Academic Growth Boundary. • New Alternative A, which includes 2.3million square feet of building area over the Project 2,483housing units, and 66 student beds. • New Alternative B, which includes 1.139million square feet over the project of building area, 1,209housing units, and 66student beds. • Both new alternatives include the same level of academic growth as the Project. This report updates the City Council on the two new alternatives. After the Council meeting and attendance at County -hosted public meetings, staff will prepare a comment letter on the RDEIR. During this time, staff may also seek consultant support for peer review and analysis to validate some of the conclusion in the RDEIR. Discussion Staff is still reviewing the RDEIR. Given the Council's upcoming recess and that the public comment period on the RDEIR ends before Council returns, staff wanted to share some information about the document and ensure the Council had an opportunity to offer some initial comments. Below is a summary of some of the issues affecting Palo Alto. As noted above, staff will prepare a comment letter to the County by the July 26 deadline, incorporating any Council comments. Summary Conclusion of the RDEIR • The RDEIR identifies the base Project has a new significant and unavoidable impact by not providing some or all of the housing need generated by the 2018 GUP Project within the Academic Growth Boundary (ABG). • The two new housing alternatives are noted as not meeting the project objectives. Scope of the Proposed Change • In addition to the 3.38 million square feet of construction in the 2018 GUP Project, the construction for Alternative A would add 2.3 million square feet and 2,483 dwelling units and 66 graduate student beds and for Alternative B construction would add 1.14 million square feet and 1,191 dwelling units and 66 beds graduate student beds. Summary of the Impacts Identified in the RDEIR Open Space City of Palo Alto Page 2 • Although on campus designated open spaces are preserved in the housing Alternatives, the substantial increase in density within the Academic Growth Boundary may increase pressure on Stanford to develop outside the AGB after 2035 Traffic • Generally, Alternatives A and B increase peak -hour traffic volumes on Palo Alto streets, but compared to the proposed project, do not create new significant intersection impacts in 2018. In the 2035 study year, which estimates impacts from cumulative regional traffic volumes, Alternative A results in a significant impact at two additional intersections: Stanford Avenue and Bowdoin Street; and Charleston Road and Middlefield Road. Under both scenarios, the intersection of Alma Street and Charleston Road remains significant and unavoidable. • The No New Net Commute Trips traffic model reductions will have less impact on traffic because (1) more trips -to -work will originate on the campus and (2) TDM measures are not as effective in reducing residential trips. • The analysis for residential trip distribution is the same as used for the DEIR, which. documents that 55% of residential trips are local to Palo Alto. This is projected to continue with the larger number of residential units (about 2,438 for Alternative A and about half that for Alternative B). • Compared to the proposed project, total and per -capita residential Vehicle miles traveled (VMT) increases because of the total increase in on -campus population, and the ratio of students to faculty/staff living on campus change. The on -campus faculty/staff population generally have higher VMT than students. However, on -campus residential VMT is substantially lower than the regional average, and is not considered a significant impact. • The Traffic Infusion on Residential Environments (TIRE) neighborhood traffic volume analysis shows an increase in traffic volumes in the Crescent Park area, but not enough to raise the impact to significant. Visual / Aesthetics • To keep the development within the AGB and meet the needs of campus open space; relocation of extensive facilities such as detention basin; and, relocated playing fields, the proposed housing development densities would be 40-80 dwelling units per acre and 100-135 feet in height with setbacks less than 20 feet. The El Camino Corridor plan and the Stanford Community Plans would need to be amended. Public Safety City of Palo Alto Page 3 • It is assumed that the City of Palo Alto would provide Fire and Emergency service to the campus. The proposed project would increase on -campus residential population by 41% over existing resident population. With Alternative A, on -campus residential population will increase by 82% and Alternative B by 62% over existing resident population. Palo Alto is currently negotiating a contract with Stanford for service that is proposed to be finalized in August or September 2018. • Police patrol services are provided to Stanford by the County Sheriff's office; however, Palo Alto provides dispatch services, parking enforcement for spill over parking on public streets from construction activity on the Stanford Campus, and enforces safe bicycling and pedestrian access particularly through the Safe Routes to School Program including crossing guards. Drainage • The Alternatives substantially increase the resident population on campus and also the consumption of potable water including the additional use and treatment for emergency use of groundwater to supplement the potable water supply. More groundwater will also be used to irrigate larger planted areas. • The Alternatives require the relocation of a large detention basin in the West Campus/DAPER Development Districts that will affect City flood control facilities as well as cause the location of Stanford play fields that are now accessible to the public. Housing • The additional 2,459 units/beds needed to meet the housing demand generated by the 2018 GUP Project, 66 are graduate student beds and 2,393 are dwelling units. This is a greater impact on the number of on on -campus population than the project, since with the Project 3,150 dwelling unit/beds were proposed, but 2,600 were beds in dormitories and 550 were dwelling units. The total number of dwelling units provided with Alternative A is 2,943. The total number of beds in dormitories is 2,666. Even with Alternative B providing half the housing demand, this represents a significant change in the on campus resident population. Park and Recreation Facilities • The additional residents generated by 2,459 dwelling units or half that number will increase the Stanford affiliates' use of nearby city parks, particularly in the College Terrace neighborhood. This will impact the quality of these park facilities and increase the City's maintenance costs, over and above the impacts identified in the 2018 GUP DEIR. City of Palo Alto Page 4 CITY OF PALO ALTO TO: HONORABLE CITY COUNCIL FROM: JAMES KEENE, CITY MANAGER DATE: JUNE 25, 2018 32 SUBJECT: AGENDA ITEM NUMBER 32- RECOMMENDED TERMS OF AGREEMENT FOR FIRE PROTECTION SERVICES TO STANFORD UNIVERSITY FOR THE PERIOD OF JANUARY 1, 2018 —JUNE 30, 2023 AND SETTLEMENT OF PRIOR CLAIM FOR OVERPAYMENT Staff requests this item be removed from the City Council Action Items on June 25, 2018 and be heard at a future date following the City Council's break from July 2018 through August 13, 2018. Ja':TS' eene City Manager 1 of 1 CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 25, 2018 The Honorable City Council Palo Alto, California 2018 GENERAL MUNICIPAL ELECTION, Tuesday, November 6, 2018 Preliminary Information RECOMMENDATION This is an informational report. The Preliminary Information regarding the November 6, 2018, General Municipal Election is attached. EXECUTIVE SUMMARY PRELIMINARY INFORMATION RE: GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 6, 2018 This is preliminary information for persons interested in the 2018 General Municipal Election to be held in Palo Alto on Tuesday, November 6, 2018. No official nomination papers may be issued until the nomination period opens on Monday, July 16, 2018. Prospective candidates, campaign managers, and treasurers are advised to review the following information. The City Clerk is available to answer any questions. TIME AND MANNER OF CONDUCTING ELECTIONS The Palo Alto City Charter, Article III, Council, states: "Section 3. Time of Election. A regular election shall be held in the City of Palo Alto on the first Tuesday after the first Monday in November of each even numbered year, and the same shall be known as the general municipal election. All other municipal elections that may be called under the authority of this charter, or by the general laws, shall be known as special elections." "Section 4. Elections. All elections called and held in said City shall be held and conducted in manner and form as required by the general laws of the state governing elections within municipalities, provided that the council may by ordinance determine the manner of holding elections, the number of voting precincts, the naming of election officers, and shall act as a canvassing board to canvass the results of such election." California Elections Code, Section 10418 provides that for a consolidated election, candidate nominations and all other proceedings incidental to and connected with the election shall be regulated and done in accordance with the provisions of the law regulating the statewide or regularly scheduled election. OFFICES TO BE VOTED ON Three Council offices for full terms (4 years) commencing January 1, 2019, are to be filled. Terms of Council Members Tom DuBois, Eric Filseth, and Cory Wolbach will expire December 31, 2018. QUALIFICATIONS FOR CANDIDATES The Palo Alto City Charter, Article III, Council, states: "Commencing July 1, 1971, said council shall be composed of nine members, each of whom shall be an elector and shall have been a resident of the city of Palo Alto for at least thirty days next preceding the final filing date for nomination papers for such office. Commencing January 1, 2019, said council shall be composed of seven members, each of whom shall be an elector and shall have been a resident of the city of Palo Alto for at least thirty days next preceding the final filing date for nomination papers for such office. The members of said council shall be known as councilmen, councilwomen, or council members and their terms of office shall be four years, commencing on the first day of January next succeeding their election. The terms of council members who took office on July 1, 1977, shall expire on December 31, 1981. Commencing January 1, 1992, no person shall be eligible to serve consecutively in more than two full terms of office as a member of the council. Any partial term of office longer than two years shall be deemed a full term. Terms of office commenced before January 1, 1992, shall not be counted when determining eligibility under this section. (Amended by Stats. 1965, ACR No. 20 and by Stats. 1965, ACR No. 161 and by Stats. 1972, Ch. 71, 7-7-72, and by amendment filed with Secretary of State, July 1, 1976 and by amendment filed with Secretary of State, December 12, 1979 and by amendment filed with the Secretary of State, January 21, 1992, and amendment passed by electorate November 4, 2014)." Page 2 A candidate in the 2018 General Municipal Election must reside in Palo Alto as of Saturday, July 11, 2018, 30 days preceding August 10, 2018, which is the final date for filing nomination papers. The Palo Alto Municipal Code Section 2.40.030 states: "Filing of nomination petitions. Any person otherwise qualified may be a candidate for an elective office at any election, regular or special, by filing with the clerk within the time prescribed in the Election Code of California a petition signed by at least twenty-five qualified and registered voters." FILING FEES The City of Palo Alto charges a $25 candidate's fee for filing nomination papers. The Palo Alto Municipal Code Section 2.40.030 states: "...Any duly established candidacy filing fee shall be waived for each candidate who files a petition signed by at least four qualified or registered voters for each dollar of filing fee." Therefore, in order to waive the $25 candidate's fee, a candidate would need to file a petition signed by 100 valid registered voters. Currently, the City of Palo Alto does not charge for candidates' statements. NOMINATION PERIOD The California Elections Code, Section 10407, Candidate Filing Time for Elections Consolidated with Regularly Scheduled Election, states: "Notwithstanding any other provision of law, whenever other elections are consolidated with a regularly scheduled election, the period for the filing of nomination documents by candidates in elections consolidated with the regularly scheduled election shall commence on the 113th day prior to the election. The nomination documents shall be filed not later than the close of business on the 88th day prior to the regularly scheduled election in the office of the appropriate officer, during regular office hours." Page 3 The California Elections Code, Section 10225, Time Extension if Incumbent Fails to File, states: "Notwithstanding Sections 10220 and 10224, if nomination papers for an incumbent officer of the city are not filed by or on the 88th day before the election, during normal business hours, as posted, the voters shall have until the 83rd day before the election during normal business hours, as posted, to nominate candidates other than the person who was the incumbent on the 88th day, for that incumbent's elective office." "This section is not applicable where there is no incumbent eligible to be elected. If this section is applicable, notwithstanding Section 10224, a candidate may withdraw his or her nomination paper until the 83rd day before the election during normal business hours, as posted." Nomination papers and complete information packets will be available from the City Clerk commencing Monday, July 16, 2016. All candidates should set an appointment with the City Clerk for both pulling and filing of nomination paperwork. All forms shall be issued by the City Clerk, shall be stamped "Official Filing Form," and signed by the Clerk when issued. The nomination period will close at 5:00 p.m. on Friday, August 10, 2018 except that if an eligible incumbent elective officer does not file within the period above, the voters shall have until 5:00 p.m. on Wednesday, August 15, 2018 to nominate candidates other than incumbents. Page 4 COUNCIL MEMBERS' COMPENSATION Council Members receive $1,000 per month stipend. The Mayor receives an additional $150 per month expense allowance, and the Vice -Mayor an additional $100 per month expense allowance. CAMPAIGN REPORTING AND FINANCIAL DISCLOSURE It is incumbent upon every candidate and campaign treasurer to become personally familiar with the requirements of the laws relating to campaign reporting and financial disclosure. DISCLOSURE OF CAMPAIGN RECEIPTS AND EXPENDITURES The Political Reform Act requires all candidates for state and local elective office, all state and local elected officeholders, proponents of state ballot measures and committees supporting or opposing state and local candidates, ballot measures and petition circulation drives, to file campaign statements disclosing contributions received and expenditures made. Failure to file the appropriate statements and reports in compliance with the Act can result in criminal and civil penalties. Failure to file by the prescribed deadlines also can lead to late filing penalties of $10 per day up to $100, or the amount stated on the late campaign statement or report, whichever is greater. By July 31, 2018, candidates and committees for the November 6, 2018 election must file a semi-annual statement if they have made any expenditures or received or made any contributions during the period starting January 1, 2018, or the day after the closing day of the last statement, if applicable. Closing date of statement is June 30, 2018. There are no provisions in the law for extension of due dates for filing campaign statements. ANONYMOUS CONTRIBUTIONS BETWEEN $50 AND $100 The Palo Alto Municipal Code, Section 2.40.050, states: "No person shall make an anonymous contribution or contributions to a candidate, committee, or any other person totaling $50.00 or more in a calendar year. An anonymous contribution between $50.00 and $100.00 shall not be kept by the intended recipient, but instead shall be promptly paid to the city clerk for deposit in the general fund of this city." Page 5 DISCLOSURE OF FINANCIAL INTERESTS All candidates will be required to file a Statement of Economic Interests Form 700, reporting investments, interests in real property and, if applicable, business positions held on the date of filing your nomination papers. In addition, candidates will disclose income received during the 12 months prior to the date of filing in accordance with Section 84200, Government Code. This statement, disclosing interests held at the date of declaration of candidacy, must be filed no later than the final filing date for declaration of candidacy. The City Clerk will provide forms at the time nomination papers are issued. INFORMATION Questions regarding personal reporting obligations under the Political Reform Act should be addressed to the Palo Alto City Attorney 650-329-2171, or the Fair Political Practices Commission, 1100 K Street, Sacramento, CA 95814. Ca11 the Fair Political Practices Commission (FPPC) toll free at 866-275-3772. FPPC telephone advice is available Monday through Thursday, 9:00 a.m. to 11:30 a.m. Department Head: Beth Minor, City Clerk Page 6 Page 7